# FORM 10-Q

# SECURITIES AND
EXCHANGE COMMISSION  Washington, D.C. 20549

|[X] | QUARTERLY
REPORT PURSUANT TO SECTION 13 OR 15(d) OF THESECURITIES EXCHANGE ACT OF 1934
|--- | --------------------------------------------------------------------------------------

# For the Quarterly Period Ended
September 25, 2004

# OR

|[_] | TRANSITION
REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE           ACT OF 1934
|--- | --------------------------------------------------------------------------------------------------

# For the transition
period from __________________ to ___________________

Commission file number
0-18110

|Gehl Company
|------------

|Wisconsin                                     | 39-0300430                          
|--------------------------------------------- | ------------------------------------
|(State or other jurisdiction of incorporation | (I.R.S. Employer Identification No.)
|or organization)                             
|143 Water Street, West Bend, WI               | 53095                               
|(Address of principal executive office)       | (Zip code)                          

|(262) 334-9461                                      
|----------------------------------------------------
|(Registrant's telephone number, including area code)

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 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 by check mark whether the
registrant is an accelerated filer (as defined in Rule 12b-2 of the Exchange Act).

|Yes | No  X
|--- | -----

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

|Class                        | Outstanding at September 25, 2004
|---------------------------- | ---------------------------------
|Common Stock, $.10 Par Value | 6,520,002                        

---

# Gehl Company

# FORM 10-Q

# September 25, 2004

# Report Index

|           |                                                                    | Page No.
|---------- | ------------------------------------------------------------------ | --------
|PART I. -  | Financial Information                                              |         
|Item 1     | Financial Statements                                              
|           | Condensed Consolidated Statements of Operations for the Three- and
|           | Nine-month Periods Ended September 25, 2004 and                   
|           | September 27, 2003                                                 | 3       
|           | Condensed Consolidated Balance Sheets at September 25, 2004,      
|           | December 31, 2003, and September 27, 2003                          | 4       
|           | Condensed Consolidated Statements of Cash Flows for               
|           | the Nine-month Periods Ended September 25, 2004 and               
|           | September 27, 2003                                                 | 5       
|           | Notes to Condensed Consolidated Financial Statements               | 6       
|Item 2     | Management's Discussion and Analysis of Results of                
|           | Operations and Financial Condition                                 | 13      
|Item 3     | Quantitative and Qualitative Disclosures about Market Risk         | 22      
|Item 4     | Controls and Procedures                                            | 22      
|PART II. - | Other Information                                                 
|Item 2     | Unregistered Sales of Equity Securities and Use of Proceeds        | 23      
|Item 5     | Other Information                                                  | 23      
|Item 6     | Exhibits                                                           | 24      
|Signatures |                                                                    | 25      

-2-

---

# PART I  Financial
Information

# Item 1. Financial
Statements

# Gehl Company and
Subsidiaries  Condensed Consolidated Statements of Operations  (unaudited and in
thousands, except per share data)

|                                    
|------------------------------------
|September 27,                       
|2003                                
|Net sales                           
|Cost of goods sold                  
|                                    
|Gross profit                        
|Selling, general and                
|administrative expenses             
|Asset impairment and other          
|restructuring costs                 
|                                    
|Total operating expenses            
|Income (loss) from operations       
|Interest expense                    
|Interest income                     
|Other income (expense), net         
|                                    
|Income (loss) before income taxes   
|Provision (benefit) for income taxes
|                                    
|Net income (loss)                   
|                                    
|Net income (loss) per share:        
|Diluted                             
|                                    
|Basic                               
|                                    

The accompanying notes
are an integral part of the financial statements.

-3-

---

# Gehl Company and
Subsidiaries  Condensed Consolidated Balance Sheets  (unaudited and in thousands, except
share data)

|                                                | September 25,
|----------------------------------------------- | -------------
|2003                                            | 2003         
|Assets                                          |              
|Cash                                            |              
|Accounts receivable - net                       |              
|Finance contracts receivable - net              |              
|Inventories                                     |              
|Deferred income tax assets                      |              
|Prepaid expenses and other current assets       |              
|                                                |              
|Total current assets                            |              
|                                                |              
|Property, plant and equipment - net             |              
|Finance contracts receivable - net, non-current |              
|Goodwill                                        |              
|Other assets                                    |              
|                                                |              
|Total assets                                    |              
|                                                |              
|Liabilities and Shareholders' Equity            |              
|Current portion of debt obligations             |              
|Accounts payable                                |              
|Accrued and other current liabilities           |              
|                                                |              
|Total current liabilities                       |              
|                                                |              
|Line of credit facility                         |              
|Long-term debt obligations                      |              
|Deferred income tax liabilities                 |              
|Other long-term liabilities                     |              
|                                                |              
|Total long-term liabilities                     |              
|                                                |              
|Common stock, $.10 par value,                   |              
|25,000,000 shares authorized, 6,520,002,        |              
|5,333,439 and 5,311,494 shares outstanding,     |              
|respectively                                    |              
|Preferred stock, $.10 par value,                |              
|2,000,000 shares authorized, 250,000 shares     |              
|designated as Series A preferred stock, no      |              
|shares issued                                   |              
|Capital in excess of par                        |              
|Retained earnings                               |              
|Accumulated other comprehensive loss            |              
|                                                |              
|Total shareholders' equity                      |              
|                                                |              
|Total liabilities and shareholders' equity      |              
|                                                |              

The accompanying notes
are an integral part of the financial statements.

-4-

---

# Gehl Company and
Subsidiaries  Condensed Consolidated Statements of Cash Flows  (unaudited and in
thousands)

|                                                       
|-------------------------------------------------------
|September 27,                                          
|2003                                                   
|Cash Flows from Operating Activities                   
|Net income                                             
|Adjustments to reconcile net income to net cash        
|(used for) provided by operating activities:           
|Depreciation                                           
|Amortization                                           
|Gain on sale of property, plant and equipment          
|Deferred income taxes                                  
|Asset impairment (non-cash)                            
|Cost of sales of finance contracts                     
|Proceeds from sales of finance contracts               
|Increase in finance contracts receivable               
|Change in accounts receivable - net                    
|Change in inventories                                  
|Change in accounts payable                             
|Net changes in remaining working capital items         
|                                                       
|Net cash (used for) provided by operating activities   
|                                                       
|Cash Flows from Investing Activities                   
|Property, plant and equipment additions                
|Proceeds from the sale of property, plant and equipment
|Other assets                                           
|                                                       
|Net cash used for investing activities                 
|                                                       
|Cash Flows from Financing Activities                   
|Proceeds from revolving credit loans                   
|Repayments of other borrowings - net                   
|Proceeds from issuance of common stock                 
|Treasury stock purchases                               
|                                                       
|Net cash provided by financing activities              
|                                                       
|Net decrease in cash                                   
|Cash, beginning of period                              
|                                                       
|Cash, end of period                                    
|                                                       

The accompanying notes
are an integral part of the financial statements.

-5-

---

Gehl Company and
Subsidiaries  Notes to Condensed Consolidated Financial Statements  September 25, 2004
 (Unaudited)

# Note 1  Basis of
Presentation

The
condensed consolidated financial statements included herein have been prepared by the
Company, without audit, pursuant to the rules and regulations of the Securities and
Exchange Commission. Certain information and footnote disclosures normally included in
financial statements prepared in accordance with accounting principles generally accepted
in the United States of America have been condensed or omitted pursuant to such rules and
regulations, although management believes that the disclosures are adequate to make the
information presented not misleading.

In
the opinion of management, the information furnished for the three- and nine-month periods
ended September 25, 2004 and September 27, 2003 includes all adjustments, consisting only
of normal recurring accruals, necessary for a fair presentation of the results of
operations and financial position of the Company. Certain prior year amounts have been
reclassified to conform to the current year presentation. Such reclassifications had no
impact on previously reported net income. Due in part to the seasonal nature of the
Companys business, the results of operations for the nine-month period ended
September 25, 2004 are not necessarily indicative of the results to be expected for the
entire year.

It
is suggested that these interim financial statements be read in conjunction with the
financial statements and notes thereto included in the Companys Annual Report on
Form 10-K for the year ended December 31, 2003 as filed with the Securities and Exchange
Commission.

# Note 2  Stock
Based Compensation

The
Company maintains stock option plans for certain of its directors, officers and key
employees and accounts for these plans under the recognition and measurement principles of
Accounting Principles Board Opinion No. 25, Accounting for Stock Issued to
Employees. No compensation expense has been recognized for options granted under
these plans as the option price was equal to the market value of the Companys common
stock on the date of grant.

-6-

---

The effect on net income (loss) and
net income (loss) per share had the Company applied the fair value recognition provisions
of SFAS No. 123, Accounting for Stock-Based Compensation, is presented below
(in thousands, except per share data):

|                                                           
|-----------------------------------------------------------
|September 27, 2003                                         
|Net income (loss), as reported                             
|Less:  stock-based compensation expense determined based on
|the fair value method, net of tax                          
|                                                           
|Pro forma net income (loss)                                
|                                                           
|Diluted net income (loss) per share:                       
|As reported                                                
|Pro forma                                                  
|Basic net income (loss) per share:                         
|As reported                                                
|Pro forma                                                  
|Nine Months Ended                                          
|September 27, 2003                                         
|Net income, as reported                                    
|Less:  stock-based compensation expense determined based on
|the fair value method, net of tax                          
|                                                           
|Pro forma net income                                       
|Diluted net income per share:                              
|As reported                                                
|Pro forma                                                  
|Basic net income per share:                                
|As reported                                                
|Pro forma                                                  
|                                                           

# Note 3  Income
Taxes

The
income tax provision (benefit) is determined by applying an estimated annual effective
income tax rate to income (loss) before income taxes. The estimated annual effective
income tax rate is based on the most recent annualized forecast of pretax income (loss),
permanent book/tax differences and tax credits.

# Note 4  Asset
Impairment

In
conjunction with a plant rationalization initiative adopted by the Company on September
26, 2001, the Company closed its Lebanon, Pennsylvania (Lebanon) and Owatonna,
Minnesota (Owatonna) manufacturing facilities. These facilities and certain
related assets were held for sale subsequent to the facility closings. During the 2003
third quarter, the Company recorded a $3.6 million asset impairment charge to adjust the
carrying value of these facilities and related assets to their net realizable value. The
Lebanon and Owatonna facilities were sold in the 2003 fourth quarter and 2004 third
quarter, respectively. Of the $3.6 million charge, $1.2 million and $2.4 million related
to the construction equipment and agricultural equipment segments, respectively.

-7-

---

# Note 5  Inventories

If
all of the Companys inventories had been valued on a current cost basis, which
approximated FIFO value, estimated inventories by major classification would have been as
follows (in thousands):

|                            | September 25, 2004
|--------------------------- | ------------------
|Raw materials and supplies  |                   
|Work-in-process             |                   
|Finished machines and parts |                   
|                            |                   
|Total current cost value    |                   
|Adjustment to LIFO basis    |                   
|                            |                   
|LIFO inventory value        |                   
|                            |                   

# Note 6  Product
Warranties and Other Guarantees

In
general, the Company provides warranty coverage on equipment for a period of up to twelve
months. The Companys reserve for warranty claims is established based on the best
estimate of the amounts necessary to settle future and existing claims on products sold as
of the balance sheet date. While the Companys warranty costs have historically been
within its calculated estimates, it is possible that future warranty costs could differ
from those estimates. The changes in the carrying amount of the Companys total
product warranty liability for the nine-month period ended September 25, 2004 were as
follows (in thousands):

|Balance as of December 31, 2003                         |  |  | $ | 4,054  |  
|------------------------------------------------------- |  |  | - | ------ | -
|Accruals for warranties issued during the period        |  |  |   | 3,210  |  
|Accruals related to pre-existing warranties             |  | 
|(including changes in estimates)                        |  |  |   | --     |  
|Settlements made (in cash or in kind) during the period |  |  |   | (2,743 | )
|                                                        |  | 
|Balance as of September 25, 2004                        |  |  | $ | 4,521  |  
|                                                        |  | 

# Note 7  Employee
Retirement Plans

The
Company sponsors two qualified defined benefit pension plans for certain of its employees.
The following table provides disclosure of the net periodic benefit cost (in thousands):

|                                  
|----------------------------------
|September 27,                     
|2003                              
|Service cost                      
|Interest cost                     
|Expected return on plan assets    
|Amortization of prior service cost
|Amortization of net loss          
|                                  
|Net periodic benefit cost         
|                                  

In
April 2004, the Pension Funding Equity Act of 2004 (the Pension Funding Act)
was signed into law providing a temporary solution to several issues that arose from the
discontinuance of new-issue, 30-year Treasury Bonds several years ago. Under the Pension
Funding Act, companies will use high-quality corporate bond rates for key liability
measures in place of the extrapolated long-term treasury rates used prior to the Pension
Funding Act. This will reduce required pension contributions during 2004 and 2005. As of
September 25, 2004, $5.3 million of contributions have been made during 2004. The Company
is required to make $5.4 million of contributions for all of 2004.

-8-

---

The
Company maintains an unfunded non-qualified supplemental retirement benefit plan for
certain management employees. The following table provides disclosure of the net periodic
benefit cost (in thousands):

|                                  
|----------------------------------
|September 27,                     
|2003                              
|Service cost                      
|Interest cost                     
|Amortization of prior service cost
|Amortization of net loss          
|                                  
|Net periodic benefit cost         
|                                  

The
Company provides postemployment benefits to certain retirees, which includes subsidized
health insurance benefits for early retirees prior to their attaining age 65. The
following table provides disclosure of the net periodic benefit cost (in thousands):

|                                     
|-------------------------------------
|September 27,                        
|2003                                 
|Service cost                         
|Interest cost                        
|Amortization of transition obligation
|Amortization of net loss             
|                                     
|Net periodic benefit cost            
|                                     

# Note 8  Accounting
Pronouncements

In
December 2003, the Medicare Prescription Drug, Improvement and Modernization Act of 2003
(the Modernization Act) introduced a prescription drug benefit under Medicare,
as well as a federal subsidy to sponsors of retiree health care benefit plans. In January
2004, the Financial Accounting Standards Board (FASB) issued FASB Staff
Position (FSP) No. FAS 106-1, Accounting and Disclosure Requirements
Related to the Medicare Prescription Drug, Improvement and Modernization Act of 2003
(106-1). FSP No. FAS 106-1 permits a sponsor of a postretirement health care
plan that provides a prescription drug benefit to make a one-time election to defer
accounting for the effects of the Modernization Act if there is insufficient data, time or
guidance available to ensure appropriate accounting. As permitted by FSP No. FAS 106-1,
the Company elected to defer the accounting for the effects of the Modernization Act. In
May 2004, the FASB issued FSP No. FAS 106-2, Accounting and Disclosure Requirements
Related to the Medicare Prescription Drug, Improvement and Modernization Act of
2003, which surpersedes FSP No. FAS 106-1. The Company reviewed FSP No. FAS 106-2
and has concluded that the Companys accounting for postemployment health insurance
will not be impacted by FSP No. FAS 106-2 as the Company will not be eligible to receive a
government subsidy as defined in the Modernization Act.

-9-

---

In
January 2003, the FASB issued FASB Interpretation No. 46, Consolidation of Variable
Interest Entities, an interpretation of ARB No. 51 (FIN 46). FIN 46
clarifies the application of Accounting Research Bulletin No. 51, Consolidated
Financial Statements to certain entities in which, among others, equity investors do
not have the characteristics of a controlling financial interest or do not have sufficient
equity at risk for the entity to finance its activities without additional subordinated
financial support from other parties. The consolidation provisions of FIN 46, as revised,
were effective immediately for interests created after January 31, 2003 and were effective
on March 31, 2004 for interests created before February 1, 2003. As of September 25, 2004,
the Company did not own an interest in any variable interest entities.

# Note 9  Net Income
(Loss) Per Share and Comprehensive Income (Loss)

Basic
net income (loss) per common share is computed by dividing net income (loss) by the
weighted- average number of common shares outstanding for the period. Diluted net income
(loss) per common share is computed by dividing net income (loss) by the weighted-average
number of common shares and, if applicable, common stock equivalents that would arise from
the exercise of stock options.

A
reconciliation of the shares used in the computation of earnings per share follows (in
thousands):

|                  
|------------------
|September 27, 2003
|Basic shares      
|Effect of options 
|                  
|Diluted shares    
|                  
|Nine Months Ended 
|September 27, 2003
|Basic shares      
|Effect of options 
|                  
|Diluted shares    
|                  

The
components of comprehensive income (loss) are as follows (in thousands):

|                                 
|---------------------------------
|September 27, 2003               
|Net income (loss)                
|Foreign currency translation     
|adjustments                      
|Unrealized losses on derivatives 
|                                 
|Other comprehensive loss         
|                                 
|Comprehensive income (loss)      
|                                 
|Nine Months Ended                
|September 27, 2003               
|Net income                       
|Foreign currency translation     
|adjustments                      
|Unrealized losses on derivatives 
|                                 
|Other comprehensive (loss) income
|                                 
|Comprehensive income             
|                                 

-10-

---

# Note 10  Business
Segments

The
Company operates in two business segments: Construction equipment and Agricultural
equipment. The long-term financial performance of the Companys reportable segments
is affected by separate economic conditions and cycles. The segments are managed
separately based on the fundamental differences in their operations. Following is selected
segment information (in thousands):

|                               
|-------------------------------
|September 27,
2003             
|Net sales:                     
|Construction                   
|Agricultural                   
|                               
|Consolidated                   
|                               
|Income (loss) from  operations:
|Construction                   
|Agricultural                   
|                               
|Consolidated                   
|                               

The
loss from operations for the three- and nine-month periods ended September 27, 2003
includes a $3.6 million asset impairment charge. Of the $3.6 million charge, $1.2 million
and $2.4 million relates to the construction equipment and agricultural equipment
segments, respectively (See note 4).

# Note 11  Stock
Repurchases

In
September 2001, the Companys Board of Directors authorized a stock repurchase plan
providing for the repurchase of up to 500,000 shares of the Companys outstanding
common stock. No shares under this authorization were repurchased during the three- and
nine-month periods ended September 25, 2004 nor the three-month period ended September 27,
2003. During the nine-month period ended September 27, 2003, the Company repurchased
73,700 shares in the open market under this authorization at an aggregate cost of $0.7
million. As of September 25, 2004, the Company has repurchased an aggregate of 151,900
shares under this authorization. All treasury stock acquired by the Company has been
cancelled and returned to the status of authorized but unissued shares.

# Note 12 
Shareholders Equity

On
July 22, 2004, in conjunction with the establishment of a strategic alliance with Manitou,
the worlds largest manufacturer of telescopic handlers, the Company issued 961,768
shares of common stock to Manitou at an aggregate purchase price of $19.8 million. The
proceeds from the sale of the common stock were used to pay down the Companys line
of credit facility.

Beginning
in 2005, the Company and Manitou will distribute select models of each others
telescopic handler product lines in the United States through their respective dealer
networks. Pursuant to a license agreement with Manitou, the Company will also begin to
manufacture two series of Manitou compact telescopic handlers at the Companys
Yankton, South Dakota facility.

-11-

---

# Note 13  Financial
Instruments

The
Company selectively uses interest rate swaps to reduce market risk associated with changes
in interest rates. The use of derivatives is restricted to those intended for hedging
purposes.

In
September 2004, the Company entered into two interest rate swap agreements
(swaps). The swaps, which expire in five years, were entered into to hedge a
portion of the gains / losses on the sale of retail finance contracts. Under the swaps,
the Company receives interest on a variable U.S. 30-day LIBOR rate and pays on a fixed
U.S. dollar rate of 3.73% and 3.41%, respectively.

The
Companys derivative instruments are recorded at fair value in the Condensed
Consolidated Balance Sheet. At September 25, 2004, the notional amount of the swaps
totaled $32 million and the fair value was recorded as a liability of $80,000. There were
no outstanding swaps at September 27, 2003. The Companys interest rate swaps are
hedges protecting against underlying changes in interest rates and their impact on the
gains / losses incurred upon the sale of retail finance contracts. Accordingly, the
implied gains / losses associated with the fair values of interest rate swaps would be
offset by gains / losses on the sale of the underlying retail finance contracts.

-12-

---

# Item 2.
Managements Discussion and Analysis of Results of Operations and Financial Condition

# Results of Operations

# Three Months Ended
September 25, 2004 Compared to Three Months Ended September 27, 2003

# Net Sales

Net
sales in the three months ended September 25, 2004 (2004 third quarter) were
$87.5 million compared to $60.5 million in the three months ended September 27, 2003
(2003 third quarter), an increase of $27.0 million, or 45%.

Construction
equipment segment net sales were $58.8 million in the 2004 third quarter compared to $38.8
million in the 2003 third quarter, an increase of $20.0 million, or 52%. Shipments of Gehl
and Mustang branded skid loaders in the 2004 third quarter increased over 45% from the
2003 third quarter. Telescopic handler shipments in the 2004 third quarter more than
doubled from the 2003 third quarter as demand from larger rental customers continued in
the 2004 third quarter. Demand for compact track loaders, a product introduced in
mid-2002, continued to grow and resulted in 2004 third quarter shipments which were up
nearly 70% from the 2003 third quarter. The Companys European subsidiary, Gehl
Europe, also posted strong sales during the 2004 third quarter.

Agricultural
equipment segment net sales were $28.7 million in the 2004 third quarter, compared to
$21.7 million in the 2003 third quarter, an increase of $7.0 million, or 32%. Milk prices
paid to dairy farmers in the 2004 third quarter were improved over the 2003 third quarter.
Skid loader shipments to agricultural dealers during the 2004 third quarter were up nearly
60% as demand for the new models of Gehl brand skid loaders introduced in January 2004
remained strong during the 2004 third quarter. Demand for compact track loaders continued
to grow and resulted in 2004 third quarter shipments to agricultural dealers which more
than doubled from the 2003 third quarter.Shipments of agricultural implements in
the 2004 third quarter decreased slightly from the 2003 third quarter.

Of
the Companys total net sales reported for the 2004 third quarter, $13.7 million were
made outside of the United States compared with $12.0 million in the 2003 third quarter.
The increase in export sales was primarily due to increased sales in Europe.

# Gross Profit

Gross
profit was $17.9 million in the 2004 third quarter compared to $13.1 million for the 2003
third quarter, an increase of $4.8 million, or 37%. Gross profit as a percent of net sales
(gross margin) was 20.5% for the 2004 third quarter compared to 21.7% for the 2003 third
quarter.

Gross
margin for the construction equipment segment was 22.9% for the 2004 third quarter
compared with 24.8% for the 2003 third quarter. Gross margin for the agricultural
equipment segment was 15.6% for the 2004 third quarter compared to 16.1% for the 2003
third quarter. The 2004 third quarter gross margin for both segments was negatively
impacted by higher steel and component part costs and costs of finished goods sourced from
overseas due to the weak U.S. dollar versus the Euro and the yen. These cost increases
have been partially offset by selective selling price increases in the first and third
quarters. Gross margin will likely continue to be adversely impacted by high steel and
component part costs.

-13-

---

The
decline in the agricultural equipment segment gross margin was partially offset by the mix
of products shipped, as well as lower levels of discounts and sales incentives incurred in
the 2004 third quarter compared to the 2003 third quarter. The construction equipment
segment gross margin further reflects the unfavorable mix of both product shipments and
customers shipped to during the 2004 third quarter compared to the 2003 third quarter.

# Selling, General and
Administrative Expenses

Selling,
general and administrative expenses were $12.7 million, or 14.5% of net sales, for the
2004 third quarter compared to $10.3 million, or 17.1% of net sales, for the 2003 third
quarter. The increase in spending is primarily the result of items that vary with sales
levels as well as increased costs associated with efforts to comply with the 2002
Sarbanes-Oxley Act. However, selling, general and administrative expenses as a percentage
of net sales improved as the growth in net sales exceeded expense increases.

# Asset Impairment

In
conjunction with a plant rationalization initiative adopted by the Company on September
26, 2001, the Company closed its Lebanon, Pennsylvania (Lebanon) and Owatonna,
Minnesota (Owatonna) manufacturing facilities. These facilities and certain
related assets were held for sale subsequent to the facility closings. During the 2003
third quarter, the Company recorded a $3.6 million asset impairment charge to adjust the
carrying value of these facilities and related assets to their net realizable value. The
Lebanon and Owatonna facilities were sold in the 2003 fourth quarter and 2004 third
quarter, respectively. Of the $3.6 million charge, $1.2 million and $2.4 million related
to the construction equipment and agricultural equipment segments, respectively.

# Income (Loss) from
Operations

Income
from operations for the 2004 third quarter was $5.3 million, or 6.0% of net sales,
compared to a loss from operations of ($0.9) million, or (1.5%) of net sales, for the 2003
third quarter, an increase of $6.2 million. The 2003 loss from operations includes the
$3.6 million impairment charge discussed in Asset Impairment above.

# Interest Expense

Interest
expense was $0.6 million for the 2004 third quarter compared to $0.9 million for the 2003
third quarter, a decrease of $0.3 million, or 30%. The decrease in the Companys
average outstanding debt balance and lower average borrowing costs contributed to a
decrease in the 2004 third quarter interest expense. See Financial Condition
at page 17 for discussion of changes in outstanding debt.

# Net Other Income

The
Company recorded net other income of $0.3 million and $0.1 million in the 2004 third
quarter and 2003 third quarter, respectively. The increase in net other income was
primarily due to an increase in foreign exchange transaction income in the 2004 third
quarter compared to the 2003 third quarter.

-14-

---

# Net Income (Loss)

Net
income was $3.6 million in the 2004 third quarter, or 4.2% of net sales, compared to a net
loss of ($0.9) million in the 2003 third quarter, or (1.5%) of net sales, an increase of
$4.5 million. The 2003 loss from operations includes the $2.4 million after-tax impairment
charge discussed in Asset Impairment above.

# Nine Months Ended
September 25, 2004 Compared to Nine Months Ended September 27, 2003

# Net Sales

Net
sales for the nine months ended September 25, 2004 (2004 nine months) were
$267.7 million compared to $187.5 million for the nine months ended September 27, 2003
(2003 nine months), an increase of $80.1 million, or 43%.

Construction
equipment segment net sales were $174.8 million for the 2004 nine months compared to
$118.7 million for the 2003 nine months, an increase of $56.1 million, or 47%. Shipments
of skid loaders in the 2004 nine months were up over 35% from the 2003 nine months due to
demand for new Gehl skid loaders models introduced in January 2004, as well as increased
demand for Mustang brand skid loaders. Telescopic handler shipments nearly doubled during
the 2004 nine months compared to the 2003 nine months as demand from larger rental
customers was strong. Demand for compact track loaders, a product introduced in mid-2002,
continued to grow and resulted in shipments increasing over 85% during the 2004 nine
months compared to the 2003 nine months. The Companys European subsidiary, Gehl
Europe, also posted strong sales during the 2004 nine months.

Agricultural
equipment segment net sales were $92.9 million for the 2004 nine months, compared to $68.9
million for the 2003 nine months, an increase of $24.0 million, or 35%. Milk prices paid
to dairy farmers in the 2004 nine months were improved over the 2003 nine months. Skid
loader shipments during the 2004 nine months increased over 45% from the 2003 nine months.
Demand for compact track loaders was also strong as 2004 nine month shipments more than
doubled from the 2003 nine months. In addition, shipments of agricultural implements in
the 2004 nine months increased nearly 10% from the 2003 nine months.

Of
the Companys total net sales reported for the 2004 nine months, $43.3 million were
made outside of the United States compared with $36.7 million for the 2003 nine months.
The increase in export sales was primarily due to increased sales in Europe.

# Gross Profit

Gross
profit was $54.3 million for the 2004 nine months compared to $39.8 million for the 2003
nine months, an increase of $14.5 million, or 36%. Gross profit as a percent of net sales
(gross margin) was 20.3% for the 2004 nine months compared to 21.2% for the 2003 nine
months.

Gross
margin for the construction equipment segment was 22.2% for the 2004 nine months compared
with 23.6% for the 2003 nine months. Gross margin for the agricultural equipment segment
was 16.7% for the 2004 nine months compared to 17.2% for the 2003 nine months. The 2004
nine month gross margin for both segments was negatively impacted by higher steel and
component part costs, costs of finished goods sourced from overseas due to the weak U.S.
dollar versus the Euro and the yen and manufacturing inefficiencies associated with the
start-up of production of the new Gehl skid loader models in early 2004. These cost
increases have been partially offset by selective selling price increases in the first and
third quarters. Gross margin will likely continue to be adversely impacted by high steel
and component part costs.

-15-

---

The
decline in the agricultural equipment segment gross margin was partially offset by the mix
of products shipped, as well as lower levels of discounts and sales incentives incurred in
the 2004 nine months compared to the 2003 nine months. The construction equipment segment
gross margin further reflects the unfavorable mix of both product shipments and customers
shipped to during the 2004 nine months compared to the 2003 nine months.

# Selling, General and
Administrative Expenses

Selling,
general and administrative expenses were $37.7 million, or 14.1% of net sales, for the
2004 nine months compared to $32.2 million, or 17.2% of net sales, for the 2003 nine
months. The increase in selling, general and administrative expenses is primarily the
result of items that vary with sales levels. However, selling, general and administrative
expenses as a percentage of net sales improved as the growth in net sales exceeded expense
increases.

# Income from Operations

Income
from operations for the 2004 nine months was $16.6 million, or 6.2% of net sales, compared
to $3.7 million, or 2.0% of net sales, for the 2003 nine months, an increase of $13.0
million. The 2003 income from operations includes the $3.6 million impairment charge
discussed in Asset Impairment above.

# Interest Expense

Interest
expense was $1.9 million for the 2004 nine months compared to $2.8 million for the 2003
nine months, a decrease of $0.9 million, or 33%. The decrease in the Companys
average outstanding debt balance and lower average borrowing costs contributed to a
decrease in the 2004 nine month interest expense. See Financial Condition at
page 17 for discussion of changes in outstanding debt.

# Net Other Income
(Expense)

The
Company incurred net other expense of $0.6 million for the 2004 nine months compared to
net other income of $0.5 million for the 2003 nine months. The Companys costs of
selling retail finance contracts during the 2004 nine months increased $0.4 million from
the 2003 nine months due to an increasing interest rate environment. In addition, the
Company incurred foreign exchange transaction expense in the 2004 nine months of $0.2
million compared to foreign exchange transaction income in the 2003 nine months of $0.3
million.

# Net Income

Net
income was $10.5 million for the 2004 nine months compared with $1.8 million for the 2003
nine months, an increase of $8.6 million. The 2003 net income includes the $2.4 million
after-tax impairment charge discussed in Asset Impairment above.

-16-

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# Financial Condition

The
Companys working capital was $153.7 million at September 25, 2004, as compared to
$83.3 million at December 31, 2003, and $104.7 million at September 27, 2003. The increase
since September 27, 2003 was primarily due to increases in accounts receivable ($23.2
million) and finance contracts receivable ($35.4 million) offset, in part, by an increase
in accounts payable ($13.2 million). The increase in accounts receivable was due to strong
shipments in the 2004 nine months, which were primarily driven by the shipments of the new
Gehl brand skid loaders and strong demand for telescopic handlers and compact track
loaders. Finance contracts receivable increased as the Company retained contracts for a
2004 fourth quarter sale (see additional discussion below). The increase in accounts
payable was due to increased production resulting from strong shipments as well as the
timing of payments resulting from a change in the mix of vendors.

The
increase in working capital from December 31, 2003 was primarily due to increases in
accounts receivable ($43.6 million) and finance contracts receivable ($38.8 million)
offset, in part, by increases in accounts payable ($10.2 million). The increase in
accounts receivable was due to strong shipments in the 2004 nine months, which were
primarily driven by the shipments of the new Gehl brand skid loaders and strong demand for
telescopic handlers and compact track loaders as well as normal seasonal sales patterns.
Finance contracts receivable increased as the Company has been retaining contracts for a
2004 fourth quarter sale (see additional discussion below). The increase in accounts
payable was due to increased production resulting from strong shipments, normal seasonal
production increases as well as the timing of payments resulting from a change in the mix
of vendors.

Capital
expenditures for property, plant and equipment during the 2004 nine months were
approximately $2.2 million. During 2004, the Company anticipates making an aggregate of up
to $4.0 million in capital expenditures. The Company believes that its present
manufacturing facilities will be sufficient to provide adequate capacity for its
operations in 2004. During October 2004, the Companys Board of Directors approved a
project to increase manufacturing capacity in 2005. The Company anticipates making capital
expenditures of approximately $5.3 million related to the capacity expansion project
during 2005.

The
Company maintains a $75 million line of credit facility (Facility) which
expires December 31, 2007. The amount available under the Facility increases from $75
million to $90 million from the period March 1 to July 15 each year through December 31,
2007. On September 21, 2004, the Facility was amended to extend the 2004 period of $90
million of availability through December 31, 2004. The Company had available unused
borrowing capacity of $28.6 million, $46.8 million and $23.1 million under the Facility at
September 25, 2004, December 31, 2003, and September 27, 2003, respectively. At September
25, 2004, December 31, 2003, and September 27, 2003, the Companys outstanding
borrowings under the Facility were $59.9 million, $26.3 million and $50.4 million,
respectively. As of September 25, 2004, the weighted-average interest rate paid by the
Company on outstanding borrowings under its Facility was 4.5%.

The
changes in total borrowings from September 27, 2003 and December 31, 2003 to September 25,
2004 were primarily due to increases in working capital requirements as discussed above,
offset by $19.8 million in proceeds received from the sale of 961,768 shares of the
Companys common stock in conjunction with the establishment of the strategic
alliance with Manitou announced on July 22, 2004 (See note 12 of Notes to Condensed
Consolidated Financial Statements included in Part I, Item 1 of this Form 10-Q). In
addition, $8.4 million of Industrial Development Bonds associated with the Companys
Lebanon, Pennsylvania were defeased in conjunction with the December 2003 sale of the
facility (see Asset Impairment on page 14 for additional discussion) further
reducing outstanding borrowings from September 27, 2003 to September 25, 2004.

-17-

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The
Company believes it has adequate capital resources and borrowing capacity to meet its
projected capital requirements for the foreseeable future. Requirements for working
capital, capital expenditures, pension fund contributions and debt maturities in fiscal
2004 will continue to be funded by operations and borrowings under the Facility.

The
sale of finance contracts is an important component of the Companys overall
liquidity. The Company has arrangements with several financial institutions and financial
service companies to sell, with recourse, its finance contracts receivable. The Company
continues to service substantially all contracts whether or not sold. At September 25,
2004, the Company serviced $230.8 million of such contracts, of which $186.2 million were
owned by other parties. The Company is in the process of finalizing an agreement with a
financial institution pursuant to which the Company would sell substantially all of its
finance contracts under an asset securitization program to this financial institution
beginning in the 2004 fourth quarter. The Company has been retaining contracts for the
initial 2004 fourth quarter sale. If this agreement is not finalized during the 2004
fourth quarter, the Company believes that it will be able to arrange sufficient capacity
to sell its finance contracts for the foreseeable future.

At
September 25, 2004, shareholders equity had increased $32.7 million to $130.5
million from $97.8 million at September 27, 2003. This increase was due to the net income
earned from September 27, 2003 to September 25, 2004, $19.8 million in proceeds from the
sale of 961,768 shares of common stock, exercise of stock options and currency translation
adjustments, offset by the minimum pension liability adjustment recorded in 2003.

In
September 2001, the Companys Board of Directors authorized a stock repurchase plan
providing for the repurchase of up to 500,000 shares of the Companys outstanding
common stock. No shares were repurchased under this authorization during the three- and
nine-month periods ended September 25, 2004 nor the three-month period ended September 27,
2003. During the nine-month period ended September 27, 2003, the Company repurchased
73,700 shares in the open market under this authorization at an aggregate cost of $0.7
million. As of September 25, 2004, the Company has repurchased an aggregate of 151,900
shares under this authorization. All treasury stock acquired by the Company has been
cancelled and returned to the status of authorized but unissued shares.

Other
than extension of the expiration date of the Companys Facility to December 31, 2007
resulting from a March 23, 2004 amendment to the Facility, there have been no material
changes to the annual maturities of debt obligations nor to the future minimum
non-cancelable operating lease payments as disclosed in Managements Discussion and
Analysis of Results of Operations and Financial Condition and Notes 7 and 14,
respectively, of Notes to Consolidated Financial Statements in the Companys Annual
Report on Form 10-K for the year ended December 31, 2003 as filed with the Securities and
Exchange Commission.

# Accounting Pronouncements

In
December 2003, the Medicare Prescription Drug, Improvement and Modernization Act of 2003
(the Modernization Act) introduced a prescription drug benefit under Medicare,
as well as a federal subsidy to sponsors of retiree health care benefit plans. In January
2004, the Financial Accounting Standards Board (FASB) issued FASB Staff
Position (FSP) No. FAS 106-1, Accounting and Disclosure Requirements
Related to the Medicare Prescription Drug, Improvement and Modernization Act of 2003
(106-1). FSP No. FAS 106-1 permits a sponsor of a postretirement health care
plan that provides a prescription drug benefit to make a one-time election to defer
accounting for the effects of the Modernization Act if there is insufficient data, time or
guidance available to ensure appropriate accounting. As permitted by FSP No. FAS 106-1,
the Company elected to defer the accounting for the effects of the Modernization Act. In
May 2004, the FASB issued FSP No. FAS 106-2, Accounting and Disclosure Requirements
Related to the Medicare Prescription Drug, Improvement and Modernization Act of
2003, which surpersedes FSP No. FAS 106-1. The Company reviewed FSP No. FAS 106-2
and has concluded that the Companys accounting for postemployment health insurance
will not be impacted by FSP No. FAS 106-2 as the Company will not be eligible to receive a
government subsidy as defined in the Modernization Act.

-18-

---

In
January 2003, the FASB issued FASB Interpretation No. 46, Consolidation of Variable
Interest Entities, an interpretation of ARB No. 51 (FIN 46). FIN 46
clarifies the application of Accounting Research Bulletin No. 51, Consolidated
Financial Statements to certain entities in which, among others, equity investors do
not have the characteristics of a controlling financial interest or do not have sufficient
equity at risk for the entity to finance its activities without additional subordinated
financial support from other parties. The consolidation provisions of FIN 46, as revised,
were effective immediately for interests created after January 31, 2003 and were effective
on March 31, 2004 for interests created before February 1, 2003. As of September 25, 2004,
the Company did not own an interest in any variable interest entities.

# Critical Accounting
Policies and Estimates

The
preparation of the Companys condensed consolidated financial statements requires the
Company to make estimates and judgments that affect the reported amounts of assets,
liabilities, net sales and expenses. The Company bases its estimates on historical
experience and on various other assumptions that are believed to be reasonable under the
circumstances, the results of which form the basis for making judgments about the carrying
values of assets and liabilities that are not readily apparent from other sources. Actual
results may differ from these estimates under different assumptions or conditions and
materially impact the carrying value of the assets and liabilities. The Company believes
the following accounting policies are critical to the Companys business operations
and the understanding of the Companys results of operations and financial condition.

Allowance for Doubtful
Accounts

The
Companys accounts receivable are reduced by an allowance for amounts that may be
uncollectible in the future. In circumstances where the Company is aware of a specific
customers inability to meet its financial obligations, a specific reserve for bad
debts is recorded against the accounts receivable balance to reduce the amount due to the
net amount reasonably expected to be collected. Additionally, a general percentage of past
due receivables is reserved, based on the Companys past experience of
collectibility. If circumstances change (i.e., higher than expected defaults or an
unexpected material adverse change in a major customers ability to meet its
financial obligations), estimates of the recoverability of amounts due could be reduced by
a material amount.

Inventories

Inventories
are valued at the lower of cost or market value. Cost is determined using the last-in,
first-out (LIFO) method for the majority of the Companys inventories. In valuing
inventory, management is required to make assumptions regarding the level of reserves
required to value potentially obsolete or slow moving items to the lower of cost or market
value. Inventory reserves are established taking into account inventory age and frequency
of use or sale. While calculations are made involving these factors, significant
management judgment regarding expectations for future events is involved. Future events
that could significantly influence managements judgment and related estimates
include general economic conditions in markets where the Companys products are sold,
as well as new products and design changes introduced by the Company.

-19-

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Accrued Warranty

The
Company establishes reserves related to the warranties provided on its products. Specific
reserves are maintained for programs related to known machine safety and reliability
issues. When establishing specific reserves, estimates are made regarding the size of the
population, the type of program, costs to be incurred and estimated participation.
Additionally, general reserves are maintained based on the historical percentage
relationships of warranty costs to machine sales and applied to current equipment sales.
If these estimates and related assumptions change, reserve levels may require adjustment.

Accrued Product
Liability

The
Company records a general reserve for potential product liability claims based on the
Companys prior claim experience and specific reserves for known product liability
claims. Specific reserves for known claims are valued based upon the Companys prior
claims experience, including consideration of the jurisdiction, circumstances of the
accident, type of loss or injury, identity of plaintiff, other potential responsible
parties, analysis of outside counsel, and analysis of internal product liability counsel.
Actual product liability costs could be different due to a number of variables, including
decisions of juries or judges.

Goodwill Impairment

In
connection with SFAS No. 142, Goodwill and Other Intangible Assets, the
Company is required to perform goodwill impairment reviews, at least annually, using a
fair-value-based approach. The Company performs its annual impairment review as of
December 31. As part of the annual impairment review, an estimate of the fair value of the
Companys construction equipment segment (the entire carrying amount of goodwill is
allocated to the construction segment), primarily by using a discounted cash flow
analysis, is performed. Significant assumptions used in this analysis include: expected
future revenue growth rates, operating profit margins, working capital levels and a
weighted average cost of capital. Changes in assumptions could significantly impact the
estimate of the fair value of the construction equipment segment, which could result in a
goodwill impairment charge and could have a significant impact on the results of the
construction equipment segment and the consolidated financial statements.

Pension and
Postemployment Benefits

Pension
and postemployment benefit costs and obligations are dependent on assumptions used in
calculation of these amounts. These assumptions, used by actuaries, include discount
rates, expected return on plan assets for funded plans, rate of salary increases, health
care cost trend rates, mortality rates and other factors. In accordance with accounting
principles generally accepted in the United States, actual results that differ from the
actuarial assumptions are accumulated and amortized to future periods and therefore affect
recognized expense and recorded obligations in future periods. While the Company believes
that the assumptions used are appropriate, differences in actual experience or changes in
assumptions may materially effect its financial position or results of operations.

-20-

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# Outlook

Sales are expected to remain strong
for the balance of 2004 and the Companys order backlog remains robust, indicating
that the Companys markets continue to show signs of strength. Based on actual
year-to-date results, along with the current market outlook, the Company expects its net
sales for the full year 2004 to be in the range of 44% to 46% over 2003 levels. Provided
the Companys sales levels meet projected forecasts, the Company expects to earn in
the range of $2.05 to $2.15 per diluted share in 2004.

# Forward-Looking
Statements

Certain
statements included in this filing are forward-looking statements intended to
qualify for the safe harbor from liability established by the Private Securities
Litigation Reform Act of 1995. All statements other than statements of historical fact,
including the statements in the section entitled Full Year Outlook, are
forward-looking statements. When used in this filing, words such as the Company
believes, anticipates, expects, estimates
or projects or words of similar meaning are generally intended to identify
forward-looking statements. These forward-looking statements are not guarantees of future
performance and are subject to certain risks, uncertainties, assumptions and other
factors, some of which are beyond the Companys control, that could cause actual
results to differ materially from those anticipated as of the date of this filing. Factors
that could cause such a variance include, but are not limited to, any interruption in the
continued general economic recovery, unanticipated changes in capital market conditions,
the Companys ability to implement successfully its strategic initiatives, market
acceptance of newly introduced products, unexpected issues related to the pricing and
availability of raw materials (including steel) and component parts, the ability of the
Company to increase its prices to reflect higher prices for raw materials and component
parts, the cyclical nature of the Companys business, the Companys and its
customers access to credit, competitive pricing, product initiatives and other
actions taken by competitors, disruptions in production capacity, excess inventory levels,
the effect of changes in laws and regulations (including government subsidies and
international trade regulations), technological difficulties, changes in currency exchange
rates or interest rates, the Companys ability to secure sources of liquidity
necessary to fund its operations, unanticipated issues associated with the Companys
plan to enter into a securitization agreement relating to its finance contracts, changes
in environmental laws, the impact of any acquisition effected by the Company, and employee
and labor relations. Shareholders, potential investors, and other readers are urged to
consider these factors in evaluating the forward-looking statements and are cautioned not
to place undue reliance on such forward-looking statements. The forward-looking statements
included in this filing are only made as of the date of this filing, and the Company
undertakes no obligation to publicly update such forward-looking statements to reflect
subsequent events or circumstances. In addition, the Companys expectations for
fiscal year 2004 are based in part on certain assumptions made by the Company, including
those relating to commodities prices, which are strongly affected by weather and other
factors and can fluctuate significantly, housing starts and other construction activities,
which are sensitive to, among other things, interest rates and government spending, and
the performance of the U.S. economy generally. The accuracy of these or other assumptions
could have a material effect on the Companys ability to achieve its expectations.

-21-

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# Item 3. Quantitative and
Qualitative Disclosures about Market Risk

There
are no material changes to the information provided in response to this item as set forth
in the Companys Annual Report on Form 10-K for the year ended December 31, 2003 as
filed with the Securities and Exchange Commission.

# Item 4. Controls and
Procedures

The
Companys management, with the participation of the Companys principal
executive officer and principal financial officer, has evaluated the Companys
disclosure controls and procedures as of September 25, 2004. Based upon that evaluation,
the Companys principal executive officer and principal financial officer have
concluded that the Companys disclosure controls and procedures were effective as of
September 25, 2004. There was no change in the Companys internal control over
financial reporting that occurred during the three months ended September 25, 2004, that
has materially affected, or is reasonably likely to materially affect, the Companys
internal control over financial reporting.

-22-

---

# PART II  Other
Information

# Item 2. Unregistered Sales
of Equity Securities and Use of Proceeds

On
July 22, 2004, in conjunction with the establishment of a strategic alliance with Manitou
BF S.A., the worlds largest manufacturer of telescopic handlers, the Company issued,
pursuant to Section 4(2) under the Securities Act of 1933, as amended, 961,768 shares of
common stock to Manitou at an aggregate purchase price of $19.8 million. The proceeds from
the sale of the common stock were used to pay down the Companys line of credit
facility.

In
September 2001, the Companys Board of Directors authorized a stock repurchase plan
providing for the repurchase of up to 500,000 shares of the Companys outstanding
common stock in open market or privately negotiated transactions. The plan does not have
an expiration date. No shares were repurchased under the plan during the three- and
nine-month periods ended September 25, 2004. As of September 25, 2004, the Company had
authority to repurchase 348,100 shares under the plan.

# Item 5. Other Information

On
July 27, 2004, Kurt Helletzgruber retired as a Director of the Company. Mr. Helletzgruber
had served as a Director since 2002. On July 30, 2004, Johann Neunteufel was elected a
Director of the Company, succeeding Mr. Helletzgruber. Mr. Neunteufels current term
as a director expires at the 2005 annual meeting of shareholders.

-23-

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# Item 6. Exhibits

| | Exhibit No. | Document
Description
| | ----------- | --------------------

| | 4.1 | Fifteenth
Amendment to the Amended and Restated Loan and
                                               Security Agreement by and between GE
Commercial Distribution                                                Finance Corporate
and GE Commercial Distribution Finance of
                                               Canada Inc. and Gehl Company and its
subsidiaries, dated as                                                of September 21,
2004.
| | --- | ----------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------

| | 10.1 | Employment
Agreement by and between Gehl Company and William D. Gehl, dated as of June 14, 2004
(executed as of July 30, 2004).
| | ---- | -------------------------------------------------------------------------------------------------------------------------------

| | 10.2 | Change
in Control and Severance Agreement by and between
                                               Gehl Company and Thomas M. Rettler dated
as of August 23,                                                2004.
| | ---- | ----------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------

| | 10.3 | Supplemental
Retirement Benefit Agreement by and between Gehl Company and Thomas M. Rettler dated as
of August 23, 2004.
| | ---- | ------------------------------------------------------------------------------------------------------------------------

| | 10.4 | Form
of Restricted Stock Agreement used in conjunction with
                                               the Gehl Company 2004 Equity Incentive
Plan.
| | ---- | -------------------------------------------------------------------------------------------------------------------------------------------------------

| | 31.1 | Certification
of the Chief Executive Officer pursuant to
                                               section 302 of the Sarbanes-Oxley Act of
2002.
| | ---- | ------------------------------------------------------------------------------------------------------------------------------------------------------

| | 31.2 | Certification
of the Chief Financial Officer pursuant to
                                               section 302 of the Sarbanes-Oxley Act of
2002.
| | ---- | ------------------------------------------------------------------------------------------------------------------------------------------------------

| | 32.1 | Certification
of Periodic Financial Report by the Chief Executive Officer and Chief Financial Officer
pursuant to section 906 of the Sarbanes-Oxley Act of 2002.
| | ---- | ----------------------------------------------------------------------------------------------------------------------------------------------------------------

-24-

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# SIGNATURES

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

|                        | GEHL COMPANY               
|----------------------- | ---------------------------
|Date:  November 8, 2004 | By:  /s/ William D. Gehl   
|                        | William D. Gehl            
|                        | Chairman of the Board      
|                        | and Chief Executive Officer
|Date:  November 8, 2004 | By:  /s/ Thomas M. Rettler 
|                        | Thomas M. Rettler          
|                        | Vice President and         
|                        | Chief Financial Officer    
|                        | (Principal Financial and   
|                        | Accounting Officer)        

-25-

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# GEHL COMPANY

# INDEX TO EXHIBITS

|Exhibit No. | Document
Description
|----------- | --------------------

|4.1 | Fifteenth
Amendment to the Amended and Restated Loan and Security
                                      Agreement by and between GE Commercial Distribution
Finance                                       Corporate and GE Commercial Distribution
Finance of Canada Inc. and                                       Gehl Company and its
subsidiaries, dated as of September 21, 2004.
|--- | --------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------

|10.1 | Employment
Agreement by and between Gehl Company and William D. Gehl, dated as of June 14, 2004
(executed as of July 30, 2004).
|---- | -------------------------------------------------------------------------------------------------------------------------------

|10.2 | Change
in Control and Severance Agreement by and between Gehl
                                      Company and Thomas M. Rettler dated as of August
23, 2004.
|---- | --------------------------------------------------------------------------------------------------------------------------------------------------------------

|10.3 | Supplemental
Retirement Benefit Agreement by and between Gehl
                                      Company and Thomas M. Rettler dated as of August
23, 2004.
|---- | --------------------------------------------------------------------------------------------------------------------------------------------------------------

|10.4 | Form
of Restricted Stock Agreement used in conjunction with the Gehl Company 2004 Equity
Incentive Plan.
|---- | --------------------------------------------------------------------------------------------------------

|31.1 | Certification
of the Chief Executive Officer pursuant to section
                                      302 of the Sarbanes-Oxley Act of 2002.
|---- | ---------------------------------------------------------------------------------------------------------------------------------------------

|31.2 | Certification
of the Chief Financial Officer pursuant to section
                                      302 of the Sarbanes-Oxley Act of 2002.
|---- | ---------------------------------------------------------------------------------------------------------------------------------------------

|32.1 | Certification
of Periodic Financial Report by the Chief Executive Officer and Chief Financial Officer
pursuant to section 906 of the Sarbanes-Oxley Act of 2002.
|---- | ----------------------------------------------------------------------------------------------------------------------------------------------------------------

-26-