# FORM 10-Q

# SECURITIES AND
EXCHANGE COMMISSIONWashington, D.C. 20549

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

| | For
the Quarterly Period Ended June 26, 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 or organization) |  | (I.R.S. Employer Identification No.)
|143 Water Street, West Bend, WI                                |  | 53095                               
|(Address of principal executive offices)                       |  | (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 June 26, 2004
|Common Stock, $.10 Par Value |  | 5,482,018                   

---

# Gehl Company

# FORM 10-Q

# June 26, 2004

# Report Index

|           |                       |                                                                | PageNo.
|---------- | --------------------- | -------------------------------------------------------------- | -------
|           |                       |                                                                |        
|PART  I.   | Financial Information |                                                               
|           |                       |                                                                |        
|           | Item 1.               | Financial Statements                                           |        
|           |                       |                                                                |        
|           |                       | Condensed Consolidated Statements of Income for the Three- and |        
|           |                       | Six-month Periods Ended June 26, 2004 and                      |        
|           |                       | June 28, 2003                                                  | 3      
|           |                       |                                                                |        
|           |                       | Condensed Consolidated Balance Sheets at June 26, 2004,       
|           |                       | December 31, 2003, and June 28, 2003                           | 4      
|           |                       |                                                                |        
|           |                       | Condensed Consolidated Statements of Cash Flows for            |        
|           |                       | the Six-month Periods Ended June 26, 2004 and                  |        
|           |                       | June 28, 2003                                                  | 5      
|           |                       |                                                                |        
|           |                       | Notes to Condensed Consolidated Financial Statements           | 6      
|           |                       |                                                                |        
|           | Item 2.               | Management's Discussion and Analysis of Results of             |        
|           |                       | Operations and Financial Condition                             | 12     
|           |                       |                                                                |        
|           | Item 3.               | Quantitative and Qualitative Disclosures about Market Risk     | 20     
|           |                       |                                                                |        
|           | Item 4.               | Controls and Procedures                                        | 20     
|           |                       |                                                                |        
|PART II.   | Other Information     |                                                               
|           |                       |                                                                |        
|           | Item 2.               | Changes in Securities, Use of Proceeds                         |        
|           |                       | and Issuer Purchases of Equity Securities                      | 21     
|           |                       |                                                                |        
|           | Item 4.               | Submission of Matters to a Vote of Security Holders            | 21     
|           |                       |                                                                |        
|           | Item 6.               | Exhibits and Reports on Form 8-K                               | 22     
|           |                       |                                                                |        
|Signatures |                       | 23                                                            

2

---

# PART I  Financial
Information

# Item 1.  Financial
Statements

# Gehl Company and
SubsidiariesCondensed Consolidated Statements of Income(unaudited and in
thousands, except per share data)

|                                | Three Months Ended |  | Six Months Ended |       
|------------------------------- | ------------------ |  | ---------------- | ------
|
|Net sales                       |                    |  | $                | 95,499
|Cost of goods sold              |                    |  |                  | 76,472
|                                |                    |  |                  |       
|Gross profit                    |                    |  |                  | 19,027
|Selling, general and            |                    | 
|administrative expenses         |                    |  |                  | 12,278
|Restructuring and other charges |                    |  |                  | --    
|                                |                    |  |                  |       
|Total operating expenses        |                    |  |                  | 12,278
|Income from operations          |                    |  |                  | 6,749 
|Interest expense                |                    |  |                  | (656  
|Interest income                 |                    |  |                  | 474   
|Other (expense) income, net     |                    |  |                  | (721  
|                                |                    |  |                  |       
|Income before income taxes      |                    |  |                  | 5,846 
|Provision for income taxes      |                    |  |                  | 1,931 
|                                |                    |  |                  |       
|Net income                      |                    |  | $                | 3,915 
|                                |                    |  |                  |       
|Net income per share:           |                    | 
|Diluted                         |                    |  | $                | 0.69  
|                                |                    |  |                  |       
|Basic                           |                    |  | $                | 0.72  
|                                |                    |  |                  |       

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

3

---

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

|                                                | June 26,2004 |  | December 31,2003 |         | June 28,2003 |  
|----------------------------------------------- | ------------ |  | ---------------- | ------- | ------------ | -
|Assets                                          |              |  |                  |         |              |  
|Cash                                            |              |  | $                | 2,597   |              | $
|Accounts receivable - net                       |              |  |                  | 132,277 |              |  
|Finance contracts receivable - net              |              |  |                  | 9,346   |              |  
|Inventories                                     |              |  |                  | 29,341  |              |  
|Deferred income tax assets                      |              |  |                  | 7,128   |              |  
|Prepaid expenses and other current assets       |              |  |                  | 4,374   |              |  
|                                                |              |  |                  |         |              |  
|Total current assets                            |              |  |                  | 185,063 |              |  
|                                                |              |  |                  |         |              |  
|                                                |              |  |                 
|Property, plant and equipment - net             |              |  |                  | 33,960  |              |  
|Finance contracts receivable - net, non-current |              |  |                  | 4,182   |              |  
|Goodwill                                        |              |  |                  | 11,748  |              |  
|Other assets                                    |              |  |                  | 13,240  |              |  
|                                                |              |  |                  |         |              |  
|Total assets                                    |              |  | $                | 248,193 |              | $
|                                                |              |  |                  |         |              |  
|Liabilities and Shareholders' Equity            |              | 
|Current portion of debt obligations             |              |  | $                | 113     |              | $
|Accounts payable                                |              |  |                  | 41,695  |              |  
|Accrued and other current liabilities           |              |  |                  | 30,794  |              |  
|                                                |              |  |                  |         |              |  
|Total current liabilities                       |              |  |                  | 72,602  |              |  
|                                                |              |  |                  |         |              |  
|                                                |              |  |                 
|Line of credit facility                         |              |  |                  | 46,588  |              |  
|Long-term debt obligations                      |              |  |                  | 168     |              |  
|Deferred income tax liabilities                 |              |  |                  | 1,742   |              |  
|Other long-term liabilities                     |              |  |                  | 20,878  |              |  
|                                                |              |  |                  |         |              |  
|Total long-term liabilities                     |              |  |                  | 69,376  |              |  
|                                                |              |  |                  |         |              |  
|                                                |              |  |                 
|Common stock, $.10 par value,                   |              | 
|25,000,000 shares authorized, 5,482,018,        |              | 
|5,333,439 and 5,311,494 shares outstanding,     |              | 
|respectively                                    |              |  |                  | 548     |              |  
|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                        |              |  |                  | 8,259   |              |  
|Retained earnings                               |              |  |                  | 108,922 |              |  
|Accumulated other comprehensive loss            |              |  |                  | (11,514 | )            |  
|                                                |              |  |                  |         |              |  
|Total shareholders' equity                      |              |  |                  | 106,215 |              |  
|                                                |              |  |                  |         |              |  
|Total liabilities and shareholders' equity      |              |  | $                | 248,193 |              | $
|                                                |              |  |                  |         |              |  

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

4

---

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

|                                                        | Six Months Ended | 
|------------------------------------------------------- | ---------------- | 
|
|Cash Flows from Operating Activities                    |                  | 
|Net income                                              |                  | 
|Adjustments to reconcile net income to net cash         |                  | 
|used for operating activities:                          |                  | 
|Depreciation                                            |                  | 
|Amortization                                            |                  | 
|Gain on sale of property, plant and equipment           |                  | 
|Cost of sales of finance contracts                      |                  | 
|Proceeds from sales of finance contracts                |                  | 
|Increase in finance contracts receivable                |                  | 
|Net changes in remaining working capital items          |                  | 
|                                                        |                  | 
|Net cash used for 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) increase in cash                         |                  | 
|Cash, beginning of period                               |                  | 
|                                                        |                  | 
|Cash, end of period                                     |                  | 
|                                                        |                  | 
|Supplemental disclosure of cash flow information:       |                  | 
|Cash paid (received) for the following:                 |                  | 
|Interest                                                |                  | 
|Income taxes                                            |                  | 

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

5

---

# Gehl Company and
SubsidiariesNotes to Condensed Consolidated Financial StatementsJune 26, 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 six-month periods
ended June 26, 2004 and June 28, 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 six-month period ended June 26, 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 and net
income 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):

|                                                   | Three Months Ended | 
|-------------------------------------------------- | ------------------ | 
|
|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                                          |                    | 
|                                                   |                    | 

|                                                   | Six Months Ended | 
|-------------------------------------------------- | ---------------- | 
|
|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 is determined by applying an estimated annual effective income tax
rate to income before income taxes. The estimated annual effective income tax rate is
based on the most recent annualized forecast of pretax income, permanent book/tax
differences, and tax credits.

# Note 4  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):

|                            | June 26, 2004 |  | December 31,2003 |         | June 28, 2003 |  
|--------------------------- | ------------- |  | ---------------- | ------- | ------------- | -
|Raw materials and supplies  |               |  | $                | 15,658  |               | $
|Work-in-process             |               |  |                  | 2,924   |               |  
|Finished machines and parts |               |  |                  | 33,707  |               |  
|                            |               |  |                  |         |               |  
|Total current cost value    |               |  |                  | 52,289  |               |  
|Adjustment to LIFO basis    |               |  |                  | (22,948 | )             |  
|                            |               |  |                  |         |               |  
|LIFO inventory value        |               |  | $                | 29,341  |               | $
|                            |               |  |                  |         |               |  

7

---

# Note 5  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 six-month period ended June 26, 2004 were as follows
(in thousands):

|                                                        | 
|------------------------------------------------------- | 
|Balance as of December 31, 2003                         | 
|Accruals for warranties issued during the period        | 
|Accruals related to pre-existing warranties             | 
|(including changes in estimates)                        | 
|Settlements made (in cash or in kind) during the period | 
|                                                        | 
|Balance as of June 26, 2004                             | 
|                                                        | 

# Note 6  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):

|                                   | For the Three Months Ended |  | For the Six Months Ended |     
|---------------------------------- | -------------------------- |  | ------------------------ | ----
|
|                                   |                            |  |                          |     
|Service cost                       |                            |  | $                        | 197 
|Interest cost                      |                            |  |                          | 670 
|Expected return on plan assets     |                            |  |                          | (753
|Amortization of prior service cost |                            |  |                          | 52  
|Amortization of net loss           |                            |  |                          | 310 
|                                   |                            |  |                          |     
|Net periodic benefit cost          |                            |  | $                        | 476 
|                                   |                            |  |                          |     

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 a
result of the Pension Funding Act, the Companys estimated 2004 pension contributions
will be reduced from $7.7 million to $6.4 million. As of June 26, 2004, $1.7 million of
contributions have been made during 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):

|                                   | For the Three Months Ended |  | For the Six Months Ended |    
|---------------------------------- | -------------------------- |  | ------------------------ | ---
|
|                                   |                            |  |                          |    
|Service cost                       |                            |  | $                        | 73 
|Interest cost                      |                            |  |                          | 73 
|Amortization of prior service cost |                            |  |                          | 23 
|Amortization of net loss           |                            |  |                          | 12 
|                                   |                            |  |                          |    
|Net periodic benefit cost          |                            |  | $                        | 181
|                                   |                            |  |                          |    

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):

|                                      | For the Three Months Ended |  | For the Six Months Ended |   
|------------------------------------- | -------------------------- |  | ------------------------ | --
|
|                                      |                            |  |                          |   
|Service cost                          |                            |  | $                        | 16
|Interest cost                         |                            |  |                          | 21
|Amortization of transition obligation |                            |  |                          | 6 
|Amortization of net loss              |                            |  |                          | 5 
|                                      |                            |  |                          |   
|Net periodic benefit cost             |                            |  | $                        | 48
|                                      |                            |  |                          |   

# Note 7  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 June 26, 2004, the
Company did not own an interest in any variable interest entities.

# Note 8  Net Income
Per Share and Comprehensive Income

Basic
net income per common share is computed by dividing net income by the weighted- average
number of common shares outstanding for the period. Diluted net income per common share is
computed by dividing net income 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):

|                  | Three Months Ended | 
|----------------- | ------------------ | 
|
|Basic shares      |                    | 
|Effect of options |                    | 
|                  |                    | 
|Diluted shares    |                    | 
|                  |                    | 

|                  | Six Months Ended | 
|----------------- | ---------------- | 
|
|Basic shares      |                  | 
|Effect of options |                  | 
|                  |                  | 
|Diluted shares    |                  | 
|                  |                  | 

Accumulated
other comprehensive loss is primarily comprised of minimum pension liability and foreign
currency translation adjustments. Comprehensive income was $3.9 million and $6.6 million
for the three- and six-month periods ended June 26, 2004, respectively, which reflects the
Companys net income reduced by currency translation adjustments of $0.0 million and
$0.2 million, respectively. Comprehensive income was $2.6 million and $3.2 million for the
three- and six-month periods ended June 28, 2003, respectively, which reflects the
Companys net income plus currency translation adjustments of $0.4 million and $0.5
million, respectively.

10

---

# Note 9  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):

|                        | Three Months Ended |  | Six Months Ended |       
|----------------------- | ------------------ |  | ---------------- | ------
|
|Net Sales:              |                    |  |                  |       
|Construction            |                    |  | $                | 61,567
|Agricultural            |                    |  |                  | 33,932
|                        |                    |  |                  |       
|Consolidated            |                    |  | $                | 95,499
|                        |                    |  |                  |       
|Income from Operations: |                    | 
|Construction            |                    |  | $                | 5,262 
|Agricultural            |                    |  |                  | 1,487 
|                        |                    |  |                  |       
|Consolidated            |                    |  | $                | 6,749 
|                        |                    |  |                  |       

# Note 10  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 were repurchased during the three- and six-month periods ended
June 26, 2004. During the three- and six-month periods ended June 28, 2003, the Company
repurchased 51,500 shares and 73,700 shares, respectively, in the open market under this
authorization at an aggregate cost of $0.5 million and $0.7 million, respectively. As of
June 26, 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 11 
Subsequent Event

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 agricultural and construction
markets 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 for the agricultural and construction markets at the Companys
Yankton, South Dakota facility.

11

---

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

# Recent Developments

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 agricultural and construction
markets 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 for the agricultural and construction markets at the Companys
Yankton, South Dakota facility.

# Results of Operations

# Three Months Ended June
26, 2004 Compared to Three Months Ended June 28, 2003

# Net Sales

Net
sales in the three months ended June 26, 2004 (2004 second quarter) were $95.5
million compared to $68.6 million in the three months ended June 28, 2003 (2003
second quarter), an increase of $26.9 million, or 39%.

Construction
equipment segment net sales were $61.6 million in the 2004 second quarter compared to
$44.1 million in the 2003 second quarter, an increase of $17.4 million, or 40%. Shipments
of skid loaders in the 2004 second quarter were up significantly from the 2003 second
quarter 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 increased
over 80% during the 2004 second quarter as demand from larger rental customers continued
to grow in the 2004 second quarter. Demand for compact track loaders, a product introduced
in mid-2002, continued to grow and resulted in 2004 second quarter shipments which were up
significantly from the 2003 second quarter. The Companys European subsidiary, Gehl
Europe, also posted strong sales during the 2004 second quarter.

Agricultural
equipment segment net sales were $33.9 million in the 2004 second quarter, compared to
$24.4 million in the 2003 second quarter, an increase of $9.5 million, or 39%. Milk prices
paid to dairy farmers in the 2004 second quarter averaged nearly $17.75 per hundred
weight, compared to approximately $9.43 per hundred weight in the 2003 second quarter. The
significant increase in milk prices contributed to the generally improved economic
environment compared to the 2003 second quarter. Skid loader shipments during the 2004
second quarter were up approximately 50% as demand for the new models of Gehl brand skid
loaders introduced in January 2004 remained strong. Shipments of agricultural implements
increased 20% from the 2003 second quarter.

Of
the Companys total net sales reported for the 2004 second quarter, $16.7 million
were made outside of the United States compared with $14.2 million in the 2003 second
quarter. The increase in export sales was primarily due to increased sales in Europe.

12

---

# Gross Profit

Gross
profit was $19.0 million in the 2004 second quarter compared to $14.5 million in the 2003
second quarter, an increase of $4.6 million, or 32%. Gross profit as a percent of net
sales (gross margin) was 19.9% for the 2004 second quarter compared to 21.1% for the 2003
second quarter.

Gross
margin for the construction equipment segment was 21.3% in the 2004 second quarter
compared with 23.2% for the 2003 second quarter. Gross margin for the agricultural
equipment segment was 17.5% in the 2004 second quarter compared to 17.4% in the 2003
second quarter. The 2004 second quarter gross margin for both segments was adversely
impacted by rising costs of steel and other component parts and increased costs of
finished goods sourced from overseas due to the weak U.S. dollar versus the Euro and the
yen. The unfavorable impact of these issues on the agricultural equipment segment gross
margin was offset by a more favorable mix of products shipped, as well as lower levels of
discounts and sales incentives incurred in the 2004 second quarter compared to the 2003
second quarter. The construction equipment segment gross margin further reflects the
unfavorable mix of both product shipments and customers shipped to during the 2004 second
quarter.

# Selling, General and
Administrative Expenses

Selling,
general and administrative expenses were $12.3 million, or 12.9% of net sales, in the 2004
second quarter compared to $10.8 million, or 15.8% of net sales, in the 2003 second
quarter. 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 in the 2004 second quarter was $6.7 million, or 7.1% of net sales,
compared to $3.5 million, or 5.1 % of net sales, in the 2003 second quarter, an increase
of $3.2 million, or 91%.

# Interest Expense

Interest
expense was $0.7 million in the 2004 second quarter compared to $1.0 million in the 2003
second quarter, a decrease of $0.3 million, or 33%. The decrease in the Companys
average outstanding debt balance, due to decreases in average working capital
requirements, primarily contributed to the decrease in the 2004 second quarter interest
expense.

# Other Income (Expense),
Net

The
Company incurred net other expense of $0.7 million in the 2004 second quarter compared to
net other income of $0.3 million in the 2003 second quarter. The Companys costs of
selling retail finance contracts during the 2004 second quarter increased $0.6 million
from the 2003 second quarter, due to an increasing interest rate environment and a higher
level of retail finance contracts being sold during the 2004 second quarter. In addition
the Company incurred foreign exchange transaction expense in the 2004 second quarter of
$0.1 million compared to foreign exchange transaction income in the 2003 second quarter of
$0.2 million.

13

---

# Net Income

Net
income was $3.9 million in the 2004 second quarter compared with $2.2 million in the 2003
second quarter, an increase of $1.7 million, or 75%.

# Six Months Ended June
26, 2004 Compared to Six Months Ended June 28, 2003

# Net Sales

Net
sales in the six months ended June 26, 2004 (2004 six months) were $180.2
million compared to $127.1 million in the six months ended June 28, 2003 (2003 six
months), an increase of $53.1 million, or 42%.

Construction
equipment segment net sales were $116.0 million in the 2004 six months compared to $79.9
million in the 2003 six months, an increase of $36.1 million, or 45%. Shipments of skid
loaders in the 2004 six months were up significantly from the 2003 six 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 increased over 70%
during the 2004 six 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 in the 2004 six months which were up significantly from the 2003 six months. The
Companys European subsidiary, Gehl Europe, also posted strong sales during the 2004
six months.

Agricultural
equipment segment net sales were $64.2 million in the 2004 six months, compared to $47.2
million in the 2003 six months, an increase of $17.0 million, or 36%. Milk prices paid to
dairy farmers in the 2004 six months averaged nearly $14.90 per hundred weight, compared
to approximately $9.60 per hundred weight in the 2003 six months. Skid loader shipments
during the 2004 six months increased over 40% as demand for the new models of Gehl brand
skid loaders introduced in January 2004 was strong. Demand for compact track loaders was
also strong and resulted in shipments in the 2004 six months, which were up significantly
from the 2003 six months. In addition, shipments of agricultural implements in the 2004
six months increased 16% from the 2003 six months.

Of
the Companys total net sales reported for the 2004 six months, $29.6 million were
made outside of the United States compared with $24.8 million in the 2003 six months. The
increase in export sales was primarily due to increased sales in Europe.

# Gross Profit

Gross
profit was $36.4 million in the 2004 six months compared to $26.7 million in the 2003 six
months, an increase of $9.7 million, or 36%. Gross profit as a percent of net sales (gross
margin) was 20.2% for the 2004 six months compared to 21.0% for the 2003 six months.

Gross
margin for the construction equipment segment was 21.9% for the 2004 six months compared
with 23.0% for the 2003 six months. Gross margin for the agricultural equipment segment
was 17.2% for the 2004 six months compared to 17.7% for the 2003 six months. The 2004 six
months gross margin for both segments was adversely impacted by rising costs of steel and
other component parts, increased 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. The unfavorable impact
of these issues on the agricultural equipment segment gross margin were partially offset
by a more favorable mix of products shipped, as well as lower levels of discounts and
sales incentives incurred in the 2004 six months. The construction equipment segment gross
margin further reflects the unfavorable mix of both product shipments and customers
shipped to during the 2004 six months.

14

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# Selling, General and
Administrative Expenses

Selling,
general and administrative expenses were $25.1 million, or 13.9% of net sales, in the 2004
six months compared to $21.9 million, or 17.2% of net sales, in the 2003 six 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 in the 2004 six months was $11.4 million, or 6.3% of net sales, compared
to $4.6 million, or 3.6% of net sales, in the 2003 six months, an increase of $6.8
million.

# Interest Expense

Interest
expense was $1.2 million in the 2004 six months compared to $1.9 million in the 2003 six
months, a decrease of $0.6 million, or 34%. The decrease in the Companys average
outstanding debt balance, due to decreases in average working capital requirements,
primarily contributed to the decrease in interest expense in the 2004 six months.

# Other Income (Expense),
Net

The
Company incurred net other expense of $0.8 million in the 2004 six months compared to net
other income of $0.4 million in the 2003 second quarter. The Companys costs of
selling retail finance contracts during the 2004 six months increased $0.3 million from
the 2003 six months, due to an increasing interest rate environment and a higher level of
retail finance contracts being sold during the 2004 six months. In addition, the Company
incurred foreign exchange transaction expense in the 2004 second six months of $0.4
million compared to foreign exchange transaction income in the 2003 six months of $0.3
million.

# Net Income

Net
income was $6.8 million in the 2004 six months compared with $2.7 million in the 2003 six
months, an increase of $4.1 million.

# Financial Condition

The
Companys working capital was $112.5 million at June 26, 2004, as compared to $83.3
million at December 31, 2003, and $111.9 million at June 28, 2003. The slight increase
since June 28, 2003 was primarily due to increases in accounts receivable ($14.2 million)
offset by a decrease in inventory ($7.2 million) and increases in accounts payable ($5.3
million). The increase in accounts receivable was due to strong shipments in the 2004 six
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. The decrease in
inventory was due to decreases in finished goods resulting from the strong demand for the
Companys products. The increase in accounts payable was due to increased production
resulting from strong shipments as well as the timing of payment.

15

---

The
increase in working capital from December 31, 2003 was primarily due to increased accounts
receivable ($39.8 million) offset ,in part, by increases in accounts payable ($10.1
million). The increase in accounts receivable was due to strong shipments in the 2004 six
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. The increase in accounts payable was due to increased production
resulting from strong shipments as well as normal seasonal production increases.

Capital
expenditures for property, plant and equipment during the 2004 six months were
approximately $1.3 million. During 2004, the Company plans to make an aggregate of up to
$5.0 million in capital expenditures. The Company believes that its present manufacturing
facilities will be sufficient to provide adequate capacity for its operations in 2004.

As
of June 26, 2004, the weighted-average interest rate paid by the Company on outstanding
borrowings under its line of credit facility (Facility) was 4.03%. The Company
had available unused borrowing capacity of $42.4 million, $46.8 million and $18.9 million
under the Facility at June 26, 2004, December 31, 2003, and June 28, 2003, respectively. A
March 23, 2004 amendment to the Facility increased the amount available under the Facility
from $75 million to $90 million from the period March 1 to July 15 each year through
December 31, 2007. As a result, borrowing capacity on July 16, 2004 decreased by $15
million. At June 26, 2004, December 31, 2003, and June 28, 2003, the Companys
outstanding borrowings under the Facility were $46.6 million, $26.3 million and $55.7
million, respectively. The changes in borrowings from June 28, 2003 and December 31, 2003
to June 26, 2004 were primarily due to changes in working capital requirements. 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 June 26, 2004,
the Company serviced $201.1 million of such contracts, of which $186.2 million were owned
by other parties. The Company believes that it will be able to arrange sufficient capacity
to sell its finance contracts for the foreseeable future.

At
June 26, 2004, shareholders equity had increased $7.5 million to $106.2 million from
$98.7 million at June 28, 2003. This increase primarily reflected the impact of the net
income earned from June 28, 2003 to June 26, 2004 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
six-month periods ended June 26, 2004. During the three- and six-month periods ended June
28, 2003, the Company repurchased 51,500 and 73,700 shares, respectively, in the open
market under this authorization at an aggregate cost of $0.5 million and $0.7 million,
respectively. As of June 26, 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.

16

---

Other
than the 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.

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 June 26, 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.

17

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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.

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.

18

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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.

# Outlook

First
half sales were stronger than the Company had originally forecasted and order backlog
remains robust, indicating that the Companys markets continue to show signs of
strength. Offsetting this positive trend, however, is the continued uncertainty over the
magnitude and duration of higher steel prices. If the situation continues as it is today,
these increased costs may offset some of the benefits of higher sales. Based on actual
results for the year to date, along with the current market outlook, the Company now
expects its net sales for the full year 2004 to be in the range of 42% to 45% over 2003
levels. If the Companys sales levels meet projected forecasts, the Company expects
to earn in the range of $1.90 to $2.05 per diluted share in 2004, after giving effect to
the 961,768 newly issued shares purchased by Manitou in conjunction with the recently
announced strategic alliance (see Recent Developments above).

19

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# 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 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
expected 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, unanticipated difficulties or charges arising out of the proposed
sale of the Companys Owatonna, Minnesota manufacturing facility, the Companys
ability to secure sources of liquidity necessary to fund its operations, 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.

# 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 June 26, 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 June 26, 2004. There was no change in the
Companys internal control over financial reporting that occurred during the three
months ended June 26, 2004, that has materially affected, or is reasonably likely to
materially affect, the Companys internal control over financial reporting.

20

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# PART II  Other
Information

# Item 2.  Changes
in Securities, Use of Proceeds and Issuer Purchases of Equity Securities

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
six-month periods ended June 26, 2004. As of June 26, 2004, the Company had authority to
repurchase 348,100 shares under the plan.

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

At
the Companys 2004 annual meeting of shareholders held on April 23, 2004, William D.
Gehl and John W. Splude were re-elected as directors of the Company for terms expiring at
the 2006 annual meeting of shareholders. The following table sets forth certain
information with respect to the election of directors at the 2004 annual meeting:

|Name of Nominee | SharesVoted For |  | Shares WithholdingAuthority
|--------------- | --------------- |  | ---------------------------
|William D. Gehl |                 |  |                            
|John W. Splude  |                 |  |                            

The following table sets forth the
other directors of the Company whose terms of office continued after the 2004 annual
meeting:

|Name of Director   | Year in Which Term Expires
|------------------ | --------------------------
|Nicholas C. Babson |                           
|Thomas J. Boldt    |                           
|Kurt Helletzgruber |                           
|John T. Byrnes     |                           
|Richard J. Fotsch  |                           
|Dr. Hermann Viets  |                           

In addition, at the 2004 annual
meeting, shareholders approved the Gehl Company 2004 Equity Incentive Plan. With respect
to such approval, the number of shares voted For and Against were 3,097,371 and 997,053,
respectively. The number of shares abstaining and the number of shares subject to broker
non-votes were 26,326 and 833,796, respectively.

21

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

| | (a) | Exhibits
| | --- | --------

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

| | 10.1 | Gehl
Company 2004 Equity Incentive Plan [Incorporated by
                                               reference to Appendix B to the Company's
Proxy Statement for                                                the 2004 Annual
Meeting of Shareholders]
| | ---- | ------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------

| | 10.2 | Form
of Non-Qualified Stock Option Agreement used in
                                               conjunction with the Gehl Company 2004
Equity Incentive Plan
| | ---- | ----------------------------------------------------------------------------------------------------------------------------------------------------------------

| | 10.3 | Form
of Stock Option Agreement for Non-Employee Directors
                                               used in conjunction with the Gehl Company
2004 Equity                                                Incentive Plan
| | ---- | ----------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------

| | 10.4 | Form
of Election Relating to Withholding Taxes In Connection
                                               With the Exercise of a Non-Qualified Stock
Option used in                                                conjunction with the Gehl
Company 2004 Equity Incentive Plan
| | ---- | ---------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------

| | 10.5 | Form
of Change in Control and Severance Agreement between
                                               Gehl Company and Kenneth H. Feucht dated
as of May 1, 2004                                                [Incorporated by
reference to Exhibit 10.8 of the Company's
                                               Quarterly report on Form 10-Q for the
quarter ended July 1,                                                2000]
| | ---- | ----------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------

| | 10.6 | Form
of Amendment to the Change in Control and Severance
                                               Agreement between Gehl Company and Kenneth
H. Feucht dated                                                as of May 1, 2004
[Incorporated by reference to Exhibits
                                               10.3 and 10.4 of the Company's Quarterly
Report on Form 10-Q                                                for the quarter ended
June 30, 2001]
| | ---- | --------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------

| | 10.7 | Shareholder Agreement,
dated July 22, 2004, by and between Gehl Company and Manitou BF S.A.
| | ---- | -------------------------------------------------------------------------------------------

| | 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.
| | ---- | --------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------

---

Except as otherwise noted, all
documents incorporated by reference are to Commission File No. 0-18110.

22

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| | (b) | Reports
on Form 8-K
| | --- | -------------------

| | The
Company furnished a Current Report on Form 8-K on April 23, 2004 reporting under Items 7
and 12 the Companys financial results for the three months ended March 27, 2004.
| | ------------------------------------------------------------------------------------------------------------------------------------------------------------------------------

# 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:  August 9, 2004 | By:         
|                      |             
|                      |             
|Date:  August 9, 2004 | By:         
|                      |             

23

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# GEHL COMPANY

# INDEX TO EXHIBITS

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

|10.1 | Gehl
Company 2004 Equity Incentive Plan [Incorporated by reference
                                      to Appendix B to the Company's Proxy Statement for
the 2004 Annual                                       Meeting of Shareholders]
|---- | ------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------

|10.2 | Form
of Non-Qualified Stock Option Agreement used in conjunction
                                      with the Gehl Company 2004 Equity Incentive Plan
|---- | -------------------------------------------------------------------------------------------------------------------------------------------------------

|10.3 | Form
of Stock Option Agreement for Non-Employee Directors used in
                                      conjunction with the Gehl Company 2004 Equity
Incentive Plan
|---- | --------------------------------------------------------------------------------------------------------------------------------------------------------------------

|10.4 | Form
of Election Relating to Withholding Taxes In Connection With
                                      the Exercise of a Non-Qualified Stock Option used
in conjunction                                       with the Gehl Company 2004 Equity
Incentive Plan
|---- | ---------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------

|10.5 | Form
of Change in Control and Severance Agreement between Gehl
                                      Company and Kenneth H. Feucht dated as of May 1,
2004 [Incorporated                                       by reference to Exhibit 10.8 of
the Company's Quarterly report on                                       Form 10-Q for the
quarter ended July 1, 2000]
|---- | --------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------

|10.6 | Form
of Amendment to the Change in Control and Severance Agreement
                                      between Gehl Company and Kenneth H. Feucht dated as
of May 1, 2004                                       [Incorporated by reference to
Exhibits 10.3 and 10.4 of the                                       Company's Quarterly
Report on Form 10-Q for the quarter ended June                                       30,
2001]
|---- | --------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------

|10.7 | Shareholder Agreement,
dated July 22, 2004, by and between Gehl Company and Manitou BF S.A.
|---- | -------------------------------------------------------------------------------------------

|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.
|---- | --------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------

---

Except as otherwise noted, all
documents incorporated by reference are to Commission File No. 0-18110.

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