SECURITIES AND EXCHANGE COMMISSION
                             Washington, D.C.  20549

                                    FORM 10-K

   [x]  ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES
        EXCHANGE ACT OF 1934

        For the fiscal year ended December 31, 1996

                       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:  0-17873

                             Giddings & Lewis, Inc.  
                            (Exact name of registrant
                          as specified in its charter)

                    Wisconsin                       39-1643189    
           (State or other jurisdiction          (I.R.S. Employer
               of incorporation or              Identification No.)
                  organization)

                 142 Doty Street
              Fond du Lac, Wisconsin                   54935   
         (Address of principal executive            (Zip code)
                     offices)

   Registrant's telephone number, including area code:  (414) 921-9400

   Securities registered pursuant to Section 12(b) of the Act:  None

   Securities registered pursuant to Section 12(g) of the Act:

                                Title of Class 
                          Common Stock, $.10 par value
                        Preferred Share Purchase Rights

   Indicate by check mark whether the registrant (1) has filed all reports
   required to be filed by Section 13 or 15(d) of the Securities Exchange Act
   of 1934 during the preceding 12 months (or for such shorter period that
   the registrant was required to file such reports), and (2) has been
   subject to such filing requirements for the past 90 days.  Yes  X  No __

   Indicate by check mark if disclosure of delinquent filers pursuant to Item
   405 of Regulation S-K is not contained herein, and will not be contained,
   to the best of registrant's knowledge, in definitive proxy or information
   statements incorporated by reference in Part III of this Form 10-K or any
   amendment to this Form 10-K. [X]

   Aggregate market value of the voting stock held by nonaffiliates of the
   registrant at March 10 1997:     $459,187,577.

   Number of shares of the registrant's common stock outstanding at March 10,
   1997:  33,186,898 shares.

                      DOCUMENTS INCORPORATED BY REFERENCE 

   (1)  Annual Report to Shareholders for the year ended December 31, 1996
        (incorporated by reference into Parts I, II and IV)

   (2)  Proxy Statement for 1997 Annual Meeting of Shareholders (incorporated
        by reference into Part III)

   <PAGE>
                                     PART I


   Item 1.   Business

   General

             Giddings & Lewis, Inc. (the "Company") is a leading global
   designer and producer of highly-engineered, high-precision, industrial
   automation systems, including automated machine tools, smart manufacturing
   systems, flexible transfer lines, assembly automation systems, measuring
   systems, industrial controls, and related products and services.  The
   Company's products are supplied primarily to the automotive, construction,
   aerospace, defense, appliance, energy and electronics industries and are
   manufactured at the Company's thirteen facilities located in the United
   States, Canada, England and Germany.

             The Giddings & Lewis name has been continuously present in the
   Company's domestic markets for over 100 years.  On October 31, 1991, the
   Company acquired Cross & Trecker Corporation ("Cross & Trecker"), a
   manufacturer of machine tools and related factory equipment.  The
   acquisition was accounted for as a purchase and the operations of Cross &
   Trecker have been included in the Company's financial statements since the
   date of acquisition.  On April 24, 1995, the Company acquired Fadal
   Engineering Company, Inc. ("Fadal").  The acquisition was accounted for as
   a purchase and the operations of Fadal have been included in the Company's
   financial statements since the date of acquisition.  The operations of
   Fadal are included in the Company's Automation Technology Group.

             The Company's overall business strategy is to continue to
   strengthen its position within the global industrial automation
   marketplace by providing customers with a creative, single source for a
   broad range of manufacturing products and services.  The key ongoing
   elements of the Company's business strategy are to (i) continue to
   implement a focused customer-oriented marketing approach, (ii) expand and
   extend the Company's product lines, and (iii) aggressively expand its
   international franchise.

             The Company operates in a single business segment, industrial
   automation products, and is organized into four major operating groups: 
   Automation Technology, Integrated Automation, Automation Measurement and
   Control, and European Operations.  Net sales attributed to each of the
   Company's operating groups for each of the last three years are shown in
   the following table:


   <TABLE>
   <CAPTION>
                                                    Revenue by Operating Group
                                                          (in thousands)
                                                      Year Ended December 31,

                                       1996                      1995                     1994        
                                             % of                      % of                     % of
    Operating Group           Amount        Total        Amount        Total       Amount      Total

    <S>                       <C>            <C>         <C>          <C>          <C>          <C> 
    Automation Technology     $332,441       43.6%       $293,872     40.2%        $162,895     26.3%
    Integrated Automation      238,470       31.2         277,637     38.0          267,778     43.2
    Automation Measurement
      and Control               62,997        8.3          71,171      9.8           62,213     10.0
    European Operations        129,085       16.9          87,872     12.0          126,585     20.5
                               -------    -------         -------    -----          -------    -----
              Total           $762,993      100.0%       $730,552    100.0%        $619,471    100.0%
                               =======    =======         =======    =====          =======    =====
   </TABLE>

   Products

        The Automation Technology Group, the Integrated Automation Group and
   the Automation Measurement and Control Group sell products from the
   automation technology, integrated automation and automation measurement
   and control product lines, respectively.  The European Operations Group
   sells products from all three product lines.  Each of the Company's
   product lines is described below.

   Automation Technology.  The Company's automation technology product line
   consists of highly-engineered, high-precision, computer numerically
   controlled machine tools and associated products and services.  Revenues
   from this product line were 45.9%, 41.2% and 32.0% of total revenues for
   1996, 1995 and 1994, respectively.  The following are the most significant
   products in this product line:

        Horizontal and Vertical Machining Centers, which, through the
        use of automatic tool changers, can mill, drill, bore, tap and
        ream primarily metal parts of various shapes and sizes, in
        programmable sequences;

        Horizontal and Vertical Lathes, which cut round parts from metal
        and other materials;

        Horizontal Boring, Drilling, and Milling Machines, which perform
        the same functions as horizontal machining centers, but do not
        have automatic tool changers;

        Cellular and Flexible Manufacturing Systems, which utilize
        material handling systems and Company-produced computer
        numerical controls and software, and prefixtured pallets to
        integrate several machine tools to form a cellular system or to
        integrate many machine tools to form a flexible manufacturing
        system;

        Fixtures and Cutting Tools, which are used to hold and to cut,
        drill, or bore metal and other parts; and

        Drill Point Grinders, which grind specialized drill points
        including a helical point which has superior drilling
        capabilities.

             With the exception of the Fadal product line, substantially all
   of the Company's major machine tools and fixtures are custom engineered to
   meet specific customer requirements and, accordingly, have a high
   engineering component in their selling prices.  Although these products
   are produced in a variety of sizes, the historic focus and strength of
   this product line has been large, highly-engineered, high-precision
   metal-cutting machine tools such as those used to manufacture major parts
   for jet engines and construction equipment.  Trading on the Company's name
   and reputation, these products occupy the premium-priced segment of the
   market.  Fadal's product line includes eleven models of small computer
   numerically controlled vertical machining centers for use in industrial
   machine shops.  The Company produces the majority of the computer
   numerical controls and related software incorporated into its products. 
   The Company's cutting tools and drill point grinders are primarily sold to
   standard specifications.

             Virtually all of the Company's automated machine tools are
   computer numerically controlled.  They are designed to operate largely
   unattended and are programmable to perform machining functions on a wide
   variety of metal parts and other materials. Such standalone machines may
   be combined with several pallets (on which parts in process are positioned
   for machining) and pallet changers to increase production flow.  The next
   step in automation is to permit a part to be processed by one machine and
   automatically transferred to another machine for further work.  The
   Company provides this capability through cellular and flexible
   manufacturing systems that integrate the functions of several standalone
   machines with the use of automated transport systems and Company-produced
   cell managers and software. Since 1982, the Company has designed its
   machine tools and their pallets to be compatible with each other so that
   its established customer base can integrate new machines with existing
   machines.

             Standalone machines have historically dominated the Company's
   machine tool sales, accounting for approximately 74.2%, 65% and 37% of
   automation technology product line revenues in 1996, 1995 and 1994,
   respectively.  Cellular and flexible manufacturing systems accounted for
   approximately 1%, 5% and 21% of automation technology product line
   revenues in the same respective years.  Included in such cellular and
   flexible manufacturing percentages is a certain volume of standalone sales
   to customers which create or enlarge machining cells by integrating the
   new machines with existing machines.

             The Company's revenues from post-sale services and parts are
   primarily associated with its automation technology product line. 
   Services include training, maintenance, repair, remanufacturing and
   retrofitting, and accounted for approximately 19%, 23% and 33% of
   automation technology product line sales in 1996, 1995 and 1994,
   respectively.  Sales of such services and parts are at higher gross
   margins than the machine tools themselves and have historically been less
   sensitive to industry cyclicality than the sale of new equipment.

             The other products in the automation technology product line
   primarily consist of gray iron and ductile castings which are produced for
   the Company's requirements as well as for sales to outside customers. 
   Through its foundry in Menominee, Michigan, the Company produces gray iron
   and ductile castings of up to 35 tons, typically cast from unique patterns
   supplied by the Company and its customers and maintained at the foundry.

   Integrated Automation.  The Company engineers, manufactures and sells
   flexible transfer lines, flexible machining systems and special machining
   systems.  The Company is also a leading domestic designer and manufacturer
   of custom automated assembly systems, including dials, synchronous and
   non-synchronous transport systems and special handling, testing and
   measuring systems and complete multi-unit automatic production systems. 
   These products are for use in the automotive industry, as well as the
   major appliance and other high volume industries.  Integrated automation
   product line revenues for 1996, 1995 and 1994 accounted for 45.7%, 49.9%
   and 57.9%, respectively, of total revenues for the Company.

             The Company's flexible transfer lines are a combination of
   individual work stations arranged in the required sequence, connected by
   work transfer devices and integrated with interlocked controls.  All types
   of machining operations, such as drilling, tapping, reaming, boring and
   milling are efficiently and economically combined on transfer machines. 
   Dial, rotary, in-line and pallet-type are among the different types of
   flexible transfer line equipment supplied by the Company.  Flexible
   transfer lines have traditionally been used in the automotive industry for
   producing identical components at high production rates with minimal
   manual part handling and are applicable to other industries with high
   volume requirements.  Flexible transfer lines accounted for approximately
   67.3%, 63.9% and 65.9% of integrated automation product line revenues in
   1996, 1995 and 1994, respectively.

             The Company's automated assembly systems are used to assemble a
   variety of products, including automotive airbags, household appliances,
   wing spars for commercial airlines, and automotive engines and
   transmissions.  The nonsynchronous assembly systems are used to integrate
   independent self-powered assembly stations with a continuous conveyor line
   and consist of three principal types of stations: manual stations, which
   only require that a part be placed on a pallet; dedicated stations, which
   perform multiple actions on a family of parts; and robotic stations, which
   can be programmed to perform many functions on a number of parts. 
   Robotics incorporated in the Company's automated assembly systems are not
   produced by the Company.  Each automated assembly system is custom
   engineered by the Company to meet a customer's specific requirements, with
   standardized components normally accounting for only 10% to 15% of any
   system.  Automated assembly systems accounted for approximately 30.8%,
   22.4% and 27.2% of integrated automation product line revenues in 1996,
   1995 and 1994, respectively.

             The integrated automation product line also includes broach and
   piston turning machines.  Both are metalcutting machines.  Broach machines
   are used to push or pull a multi-tooth cutting tool or the workpiece in
   relation to each other to remove material.  Broach machines have the
   ability to rough and finish in one pass thereby increasing productivity. 
   As the name implies, piston turning machines are used to manufacture
   pistons.  The machine is unique in that it is capable of producing the
   complex shapes required in piston manufacturing.

   Automation Measurement and Control.  The Company designs and manufactures
   a comprehensive line of dimensional measurement products.  These include
   coordinate measurement machines, gaging products and metrological
   instruments.  The Company is a leader in the implementation of flexible
   measurement systems, which can be supplied either on a standalone basis or
   as an integral part of manufacturing systems.  The Company also provides a
   wide range of services, including gage certification services.  In
   addition, the Company supplies a broad range of industrial control
   products, including programmable industrial computers, computer numerical
   controls, servo drive systems, operator interface systems and specialized
   software solutions.  These products are designed for use both with the
   Company's products and the products of other manufacturers.  Automation
   measurement and control product line revenues were 8.4%, 8.9% and 10.1% of
   total revenues for the Company in 1996, 1995 and 1994, respectively.  

   Customers, Sales, and Distribution 

             The Company's products and manufacturing systems are sold
   primarily to the automotive, construction, aerospace, defense, appliance,
   energy and electronics industries.  Typically, the ten largest customers
   are large multi-national companies that account for approximately 40% to
   60% of the Company's total sales, although the composition of these
   customers varies from year to year.  One customer, Ford Motor Company,
   accounted for approximately 10.3%, 6.3% and 15.9% of the Company's sales
   in 1996, 1995 and 1994, respectively.  For the same periods, Chrysler
   Corporation accounted for approximately 18.7%, 23.2% and 14.2% of sales,
   respectively.

             A network of sales representatives/distributors is used to sell
   the Company's products on a worldwide basis.  The sales
   representative/distributor network is assisted and supervised by Company
   sales managers located in key market areas.  The Company's direct sales
   force is paid a salary plus commission and its distributors are paid on a
   commission-only basis.

   Sales Arrangements 

             The Company sells substantially all of its products under fixed
   price contracts.  These contracts are priced after the Company analyzes,
   among other things, material, labor, overhead and custom engineering costs
   involved in the contract.

             Fixed price contracts entail the risk of cost overruns.  The
   risk of such overruns typically increases in proportion to the complexity
   and uniqueness of the engineering and manufacturing tasks involved under
   any particular contract.  There can be no assurance that the Company will
   not be adversely affected by significant cost overruns on its fixed price
   contracts.

             Approximately one-half of the products manufactured by the
   Company involve long lead times from receipt of a customer order to the
   shipment of a completed machine.  Under the terms of its sales contracts,
   and consistent with industry practice, the Company receives most of its
   sales price upon shipment of the product.

   Manufacturing Capacity 

             The Company manufactures its products at thirteen facilities
   with its primary facilities located in Fond du Lac and Janesville,
   Wisconsin; Fraser and Port Huron, Michigan; Dayton, Ohio; Chatsworth,
   California; Knowsley, England; and Wendlingen, Germany.  The Fond du Lac
   facility currently operates two shifts a day, five days a week.  The
   Janesville facility is currently operating three shifts, six days a week. 
   The Fraser and Port Huron facilities are currently operating two shifts a
   day, five days a week.  The Dayton facility is currently operating two
   shifts, six days a week.  The Chatsworth facility is currently operating
   two shifts, five days a week.  The Knowsley and Wendlingen facilities are
   currently operating two shifts a day, five days a week.  Overtime charges
   at the Company's facilities are not material.  

   Product Line Competition 

   Automation Technology.  The market for machine tools is highly
   competitive, with substantial competition from both U.S. and foreign
   manufacturers.  Competition is mainly from manufacturers of the same types
   of machines produced by the Company. However, manufacturers of different
   machine types, certain customers, and third party integrators are also
   competitors.  Principal competitive factors for machine tools include
   product performance, delivery, price and service.  The Company's
   Menominee, Michigan foundry competes with a number of foundries in its
   respective market area.

   Integrated Automation.  The traditional customer base for domestic
   flexible transfer line sales has been the major automobile manufacturers. 
   This limited customer base and the large scope of the projects involved
   have made this a very competitive market.  The size of the projects has
   resulted in a competitive environment where the major competitors are
   large and often have established relationships with their customers. 
   Foreign competitors have obtained limited business in this market which
   had been traditionally dominated by domestic suppliers.  The international
   customer base for flexible transfer lines includes all major European,
   Asian and U.S. transplant automobile manufacturers.  This market exhibits
   the same competitive characteristics as the U.S. market.  However, the
   Company believes that its established presence in the European flexible
   transfer line market and its manufacturing capabilities in Germany and
   England leave the Company favorably positioned to compete effectively in
   this market.

             The domestic market for automated assembly systems is also
   competitive.  Competitive factors for automated assembly systems include
   engineering concepts, pricing, product performance and delivery. 
   Approximately 70 North American companies have been identified as
   competitors for the type of automated assembly systems supplied by the
   Company.  Many of these competitors specialize in a specific type of
   assembly system and compete mainly on a regional basis.  The automated
   assembly systems manufactured by the Company are substantially custom
   engineered products and are purchased largely by both major corporations
   and small independent companies based in the U.S.  Due to the nature of
   its products and its customer base, the Company believes that to date it
   has not faced significant foreign competition in automated assembly
   systems.  In the international market, the Company believes that the
   relationships already established in the European automotive market will
   provide new opportunities for sales of automated assembly systems.

   Automation Measurement and Control.  The markets for the automation
   measurement and control product line is highly competitive.  Currently,
   the Company believes that it is among the top five coordinate measurement
   producers in the world.  This market has become increasingly global in
   nature with significant competition coming from foreign producers. 
   Principal competitive factors for coordinate measurement systems include
   quality, delivery time, service and price.

             Established customer relationships and customer preference for a
   standardized control produced by one manufacturer has hindered the
   Company's ability to penetrate some of the larger segments in the market
   for industrial control products.  The Company believes that it has
   successfully pursued niche and non-traditional markets in the broad motion
   control marketplace as exemplified by sales to robotics, photographic
   equipment and packaging equipment manufacturers.

   Raw Materials 

             Because the Company manufactures many of the parts used in its
   products, the basic raw materials used in the Company's production are
   iron and steel.  The Company's foundry produces gray iron and ductile
   castings which are major parts in its machine tools.  Certain components
   are purchased, such as sheet metal, robotics, electric motors, bearings,
   steel castings and electronic and electrical components.  All such
   materials and components used are available from a number of sources.  The
   Company is not dependent on any supplier that cannot be readily replaced
   and has not experienced difficulty in obtaining necessary purchased
   materials.

   Patents and Trademarks 

             The Company possesses rights under a number of domestic and
   foreign patents and trademarks relating to its products and business. 
   While the Company considers that patents and trademarks are important in
   the operation of its business, its business is not dependent on any single
   patent or trademark or group of patents or trademarks.  

   Research, Development and Custom Engineering 

             As of December 31, 1996, the Company had 54 employees in its
   engineering departments engaged, wholly or partly, in activities relating
   to Company-sponsored research, 42 of whom have college engineering
   degrees.  Another 449 employees were actively involved in product
   development, custom engineering and software development.  Of these, 268
   have college degrees in engineering.  A summary of research and product
   development expenditures for the last three years is shown in the
   following table:

            Research, Development and Custom Engineering Expenditures
                                 (in thousands)

                                               1996       1995       1994
    Research and development expense
    pertaining to new products or
    significant improvements to existing
    products  . . . . . . . . . . . . . .     $9,367     $ 3,183    $ 3,857

    All other product development and
    engineering expenditures related to
    ongoing refinements, improvements of
    existing products, and custom
    engineering . . . . . . . . . . . . .      51,895     57,212     63,541
                                              -------    -------    -------
    Total expenditures for research,
    product development, and engineering      $61,262    $60,395    $67,398
                                              =======    =======    =======


   Employees  

             As of December 31, 1996, the Company had 3,315 employees, of
   whom 1,592 were hourly employees and 1,723 were salaried employees.  At
   the Company's Menominee, Michigan facility, 108 employees are covered by a
   collective bargaining agreement expiring in September 1997.  The Company's
   remaining collective bargaining agreements expire at various times from
   1998 through 1999.  The Company considers its employee relations to be
   good. 

   Executive Officers 

             The following table sets forth certain information, as of March
   1, 1997, regarding the executive officers of the Company. All executive
   officers serve at the pleasure of the Board of Directors.

             Name              Age                    Position

    Joseph R. Coppola          66      Chairman, Chief Executive Officer and
                                       Director

    Marvin L. Isles            51      President, Chief Operating Officer
                                       and Director

    Heinz G. Anders            63      Group Vice President and General
                                       Manager-European Operations

    Douglas E. Barnett         37      Vice President and Corporate
                                       Controller

    Carmine F. Bosco           50      Group Vice President and General
                                       Manager - Automation Measurement and
                                       Control Group

    Philip N. Ciarlo           45      Group Vice President and General
                                       Manager - Integrated Automation Group

    Todd A. Dillmann           41      Corporate Counsel and Secretary

    Robert N. Kelley           46      Vice President - Administration

    Michael R. Melzer          51      Treasurer

    Stephen M. Peterson        47      Group Vice President and General
                                       Manager - Fadal Engineering

    James B. Simon             55      Group Vice President and General
                                       Manager - Automation Technology Group


   Joseph R. Coppola was appointed Chairman of the Board and Chief Executive
   Officer of the Company in July 1993.  From 1983 to 1993, Mr. Coppola was
   Senior Vice President of Manufacturing Services for Cooper Industries,
   Inc.  On March 17, 1997, Mr. Coppola retired as Chief Executive Officer of
   the Company.

   Marvin L. Isles was appointed President and Chief Operating Officer of the
   Company in June 1996. From 1994 until joining the Company, Mr. Isles was
   Executive Vice President of GenCorp Inc. (a manufacturer of automotive,
   polymer and aerospace and defense products).  From 1988 to 1994, Mr. Isles
   was Vice President of GenCorp Inc. and President of its automotive
   business.  On March 17, 1997, Mr. Isles was appointed President and Chief
   Executive Officer of the Company.

   Heinz G. Anders has served as Group Vice President and General Manager of
   the Company's European Operations since February 1994.  From 1981 until
   assuming his current position, Mr. Anders was Managing Director for
   Deutsche Gardner-Denver GmbH & Co. in Westhausen, Germany.

   Douglas E. Barnett has served as Vice President and Corporate Controller
   since January 1996.  Prior thereto, Mr. Barnett had been Treasurer of the
   Company since February 1991.  

   Carmine F. Bosco has served as Group Vice President and General Manager -
   Automation Measurement and Control since joining the Company in June 1995. 
   Prior thereto he spent twenty years working for Ingersoll-Rand Company
   where he served as Vice President and General Manager of the Aro Fluid
   Products division from 1990 until joining the Company.

   Philip N. Ciarlo has served as Group Vice President and General Manager -
   Integrated Automation since December 1995.  Prior thereto he served as
   Vice President and General Manager of the Company's Assembly Automation
   Operations from June 1994 to December 1995.  Prior to joining the Company
   in June 1994, Mr. Ciarlo was Manager Plant Operations for Martin Marietta
   from April 1993 to June 1994.  He served in various management positions
   with General Electric Corporation for twenty years prior to that.

   Todd A. Dillmann has served as Corporate Counsel to the Company since
   November 1991, Assistant Secretary from January 1995 to June 1996 and as
   Secretary since June 1996.  

   Robert N. Kelley has served as Vice President - Administration of the
   Company since July 1991.  

   Michael R. Melzer has served as Treasurer of the Company since January
   1996.  Prior thereto he served as Vice President of Financial Services of
   the Company from September 1993 to January 1996.  From February 1993 until
   August 1993, Mr. Melzer served as Vice President of Technical Services -
   Automation Technology.  From November 1991 until January 1993, Mr. Melzer
   served as Vice  President - West Allis Operations for the Automation
   Technology Group. 

   Stephen M. Peterson has served as Group Vice President and General Manager
   - Fadal Engineering Company, Inc. since May 1995.  Prior thereto he served
   as Vice President - Worldwide Sales of the Company since December 1990.  

   James B. Simon has served as Group Vice President - Automation Technology
   since December 1994 and prior thereto Mr. Simon had been Vice President -
   Engineering/Total Quality of the Company since 1989.  

   Backlog 

             Information about backlog is contained under "Management's
   Discussion and Analysis" on pages 15 to 19 of the Company's 1996 Annual
   Report to Shareholders and such information is hereby incorporated herein
   by reference.  In some instances involving automotive customers, bookings
   are awarded and included in the backlog with the formal purchase orders
   obtained at a later time.  Such practice is standard in the industry and
   the Company has historically experienced no significant cancellation of
   such bookings.  At December 31, 1996, all orders from automotive customers
   included in the backlog were supported by formal purchase orders.

   Foreign Operations and Export Sales

             Information about the Company's foreign operations and export
   sales is contained in Note 11 of Notes to Consolidated Financial
   Statements on page 34 of the Company's 1996 Annual Report to Shareholders
   and such information is hereby incorporated herein by reference.

   Environmental Matters 

             The Company and the industry in which it competes are subject to
   environmental laws and regulations concerning emissions to the air,
   discharges to waterways and the generation, handling, storage,
   transportation, treatment and disposal of waste materials.  It is the
   Company's policy to comply with all applicable environmental, health and
   safety laws and regulations. These laws and regulations are constantly
   evolving and it is difficult to predict accurately the effect they will
   have on the Company in the future.  The Company does not presently
   anticipate that compliance with currently applicable environmental
   regulations and controls will significantly affect its competitive
   position, capital spending or earnings during 1997.  For further
   information on environmental matters, see Item 3 of this Annual Report on
   Form 10-K.

   Item 2.   Properties 

             The following table sets forth certain information, as of
   December 31, 1996, relating to the Company's principal facilities.  See
   "Manufacturing Capacity."  All of the real property listed is owned by the
   Company.

                                 Properties

                                       Approximate 
                         Approximate    Floor Area
                          Land Area     in Square
    Location               in Acres        Feet         Principal Uses

    Chatsworth, CA           6.8         206,000    Design and manufacture
                                                    of automated machine
                                                    tools

    Fond du Lac, WI          24.3        457,000    General offices and
                                                    design and manufacture
                                                    of automated machine
                                                    tools, tools and
                                                    accessories

    Fond du Lac, WI          15.4        102,000    Design and manufacture
                                                    of computer-based
                                                    electronic control units
                                                    and production of
                                                    related software

    Janesville, WI           12.3        227,000    Design and manufacture
                                                    of automated assembly
                                                    systems

    Janesville, WI            5.5         82,000    Design and manufacture
                                                    of automated assembly
                                                    systems

    Dayton, OH               19.8        294,000    Design and manufacture
                                                    of measurement systems

    Fraser, MI               31.1        244,000    Design and manufacture
                                                    of machining systems

    Warren, MI               1.9          24,000    Manufacture of machine
                                                    components

    Port Huron, MI           12.5        143,000    Design and manufacture
                                                    of special machine tools

    Menominee, MI            7.0         142,000    Manufacture of castings

    Tecumseh, Canada         9.0          70,000    Manufacture of machining
                                                    systems

    Wendlingen, Germany      11.5        257,000    Design and manufacture
                                                    of machining systems

    Knowsley, England        5.7         125,000    Design and manufacture
                                                    of machining systems


   Item 3.   Litigation 

             The Company is involved in various environmental matters,
   including matters in which the Company and certain of its subsidiaries
   have been named as potentially responsible parties under the Comprehensive
   Environmental Response Compensation and Liability Act ("CERCLA").  One
   such matter is the Company's implementation of a Wisconsin Department of
   Natural Resources ("WDNR") approved clean-up plan on a nine acre parcel of
   land adjacent to its former West Allis, Wisconsin manufacturing facility. 
   The Company has completed the soil removal portion of the plan and is
   currently engaged in limited groundwater monitoring to support its
   application to the WDNR for site closure.

             The Company has established accruals ($9.1 million and $10.0
   million at December 31, 1996 and 1995, respectively) for all environmental
   contingencies of which management is currently aware in accordance with
   generally accepted accounting principles.  In establishing these accruals,
   management considered (a) reports of environmental consultants retained by
   the Company, (b) the costs incurred to date by the Company at sites where
   clean-up is presently ongoing and the estimated costs to complete the
   necessary remediation work remaining at such sites, (c) the financial
   solvency, where appropriate, of other parties that have been responsible
   for effecting remediation at specified sites, and (d) the experience of
   other parties who have been involved in the remediation of comparable
   sites.  The accruals recorded by the Company with respect to environmental
   matters have not been reduced by potential insurance or other recoveries
   and are not discounted.  Although the Company has and will continue to
   pursue such claims against insurance carriers and other responsible
   parties, future potential recoveries remain uncertain and, therefore, were
   not recorded as a reduction to the estimated gross environmental
   liabilities.  Based on the foregoing and given current information,
   management believes that future costs in excess of the amounts accrued on
   all presently known and quantifiable environmental contingencies will not
   be material to the Company's financial position or results of operations.

             In another matter, a Michigan Department of Environmental
   Quality ("State") investigation into alleged environmental violations at
   the Company's Menominee, Michigan facility resulted in the issuance of
   criminal complaints against the Company and two of its employees in
   November 1994.  The complaints, filed in Menominee County, Michigan
   district and circuit courts, generally focus on alleged releases of
   hazardous substances and the alleged illegal treatment and disposal of
   hazardous waste.  In December 1996, the seven charges then pending against
   the Company in circuit court were dismissed on the grounds, among other
   things, that the criminal provision under which the Company was charged is
   unconstitutional.  In February 1997, the Company and the State reached a
   tentative agreement, subject to the negotiation of a final written
   settlement and plea agreement and its entry by the court.  The general
   parameters of the tentative agreement are as follows:  (i) the State will
   dismiss with prejudice and release the Company from all charges and
   covenant not to sue on any matters, administrative, civil or criminal,
   raised in the criminal complaint or investigation; (ii) the Company will
   reimburse the State's investigation costs in an amount to be determined,
   not to exceed $492,000; (iii) the Company will plead no contest (not
   admitting liability) to one misdemeanor charge and (iv) the circuit court
   decision holding the statute unconstitutional will be vacated.  Pending
   this final resolution, cross appeals have been filed.  The three
   misdemeanor counts against the two employees of the Company remain pending
   in district court.  

             Also two civil lawsuits are pending against the Company in
   Menominee County, Michigan district court which seek unspecified damages
   based on allegations of improper disposal and emissions at this facility. 
   The Company remains committed to vigorously defending itself against all
   suits, charges and allegations to the extent they are not resolved on
   terms satisfactory to the Company.  Except to the extent described above,
   information presently available to the Company does not enable it to
   reasonably quantify potential civil or criminal penalties, or remediation
   costs, if any, related to any of the Menominee, Michigan matters.

             The Company is also involved in other litigation and
   proceedings, including product liability claims.  In the case of product
   liability, the Company is partially self-insured and has accrued for all
   claim exposure for which a loss is probable and reasonably estimable. 
   Based on current information, management believes that future costs in
   excess of the amounts accrued for all such existing litigation will not be
   material to the Company's financial position or results of operations.

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

             No matters were submitted to a vote of shareholders during the
   quarter ended December 31, 1996.

                                     PART II

   Item 5.   Market for the Registrant's Common Equity and Related
             Stockholder Matters 

             The portion of page 19 under the caption "Market Prices and
   Dividends" which describes the market for the Company's Common Stock, $.10
   par value, and Note 5 of Notes to Consolidated Financial Statements on
   pages 27 and 28 which describes restrictions on dividends and which are
   contained in the Company's 1996 Annual Report to Shareholders are hereby
   incorporated herein by reference in response to this Item.

   Item 6.   Selected Financial Data 

             The information set forth in the table on page 14 of the
   Company's 1996 Annual Report to Shareholders under the caption "Five-Year
   Summary" is hereby incorporated herein by reference in response to this
   Item.

   Item 7.   Management's Discussion and Analysis of Financial Condition and
             Results of Operations

             The information set forth on pages 15 through 19 in the
   Company's 1996 Annual Report to Shareholders under the caption
   "Management's Discussion and Analysis" is hereby incorporated herein by
   reference in response to this Item.

   Item 8.   Financial Statements and Supplementary Data 

             The consolidated statements of operations, cash flows and
   changes in shareholders' equity for each of the years in the three-year
   period ended December 31, 1996, and the related consolidated balance
   sheets of the Company as of December 31, 1996 and 1995, together with the
   related notes thereto and the report of independent auditors, all set
   forth on pages 20 through 35 of the Company's 1996 Annual Report to
   Shareholders, are hereby incorporated herein by reference in response to
   this Item.

   Item 9.   Changes in and Disagreements with Accountants on Accounting and
             Financial Disclosure 

             There have been no changes in or disagreements with the
   Company's independent auditors regarding accounting and financial
   disclosure required to be reported pursuant to this Item.


                                    PART III

   Item 10.  Directors and Executive Officers of the Registrant 

             Pursuant to Instruction G, the information required by this Item
   with respect to directors and Section 16 compliance is hereby incorporated
   herein by reference from the information under the captions entitled
   "Election of Directors" and "Miscellaneous-Section 16(a) Beneficial
   Ownership Reporting Compliance" set forth in the Company's definitive
   Proxy Statement for its 1997 Annual Meeting of Shareholders ("Proxy
   Statement").  Information with respect to the executive officers of the
   Company appears in Part I, pages 9 through 11, of this Annual Report on
   Form 10-K.

   Item 11.  Executive Compensation 

             Pursuant to Instruction G, the information required by this Item
   is hereby incorporated herein by reference from the information under the
   captions entitled "Board of Directors-Director Compensation" and
   "Executive Compensation" set forth in the Proxy Statement; provided,
   however, that the subsection entitled "Executive Compensation - Report on
   Executive Compensation" shall not be deemed to be incorporated herein by
   reference.

   Item 12.  Security Ownership of Certain Beneficial Owners and Management

             Pursuant to Instruction G, the information required by this Item
   is hereby incorporated herein by reference from the information under the
   caption entitled "Principal Shareholders" set forth in the Proxy
   Statement.

   Item 13.  Certain Relationships and Related Transactions 

             Pursuant to Instruction G, the information required by this Item
   is hereby incorporated by reference herein from the information under the
   captions entitled "Election of Directors" and "Executive Compensation" set
   forth in the Proxy Statement; provided, however, that the subsection
   entitled "Executive Compensation -- Report on Executive Compensation"
   shall not be deemed to be incorporated herein by reference.

                                     PART IV

   Item 14.  Exhibits, Financial Statement Schedules, and Reports on Form 8-K

             (a)  1.   Financial statements - The financial statements listed
                       in the accompanying index to financial statements and
                       financial statement schedules are incorporated by
                       reference in this Annual Report on Form 10-K.

                  2.   Financial statement schedules - The financial
                       statement schedule listed in the accompanying index to
                       financial statements and financial statement schedules
                       is filed as part of this Annual Report on Form 10-K.

                  3.   Exhibits - The exhibits listed in the accompanying
                       index to exhibits are filed as part of this Annual
                       Report on Form 10-K.

             (b)  Reports on Form 8-K

                  No reports on Form 8-K were filed by the Company during the
                  quarter ended December 31, 1996.


   <PAGE>
                                   SIGNATURES

             Pursuant to the requirements of Section 13 or 15(d) 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, on March 26, 1997.

                                      GIDDINGS & LEWIS, INC.


                                      By  /s/ Joseph R. Coppola       
                                           Joseph R. Coppola
                                           Chairman

             Pursuant to the requirements of the Securities Exchange Act of
   1934, this report has been signed below by the following persons on behalf
   of the registrant and in the capacities indicated on March 26, 1997.


             Name                               Title 


   /s/ Joseph R. Coppola                   Chairman and Director
   Joseph R. Coppola   


   /s Marvin L. Isles                      President, Chief Executive
   Marvin L. Isles                         Officer and Director


   /s/ Douglas E. Barnett                  Vice President and Controller 
   Douglas E. Barnett                      (Principal Financial and
                                           Accounting Officer)


   /s/ John A. Becker                           Director
   John A. Becker


   /s/ Ruth M. Davis                            Director
   Ruth M. Davis


   /s/ Clyde H. Folley                          Director
   Clyde H. Folley


   /s/ Benjamin F. Garmer, III                  Director
   Benjamin F. Garmer, III


   /s/ John W. Guffey, Jr.                      Director
   John W. Guffey, Jr.


   /s/ Ben R. Stuart                            Director
   Ben R. Stuart

   <PAGE>
            INDEX TO CONSOLIDATED FINANCIAL STATEMENTS AND FINANCIAL
                               STATEMENT SCHEDULES

                                                       Page
                                            --------------------------
                                                        Annual Report
                                            Form 10-K  to Shareholders

    Consolidated statements of operations
    for each of the three years in the
    period ended December 31, 1996              -             20

    Consolidated statements of cash flows
    for each of the three years in the
    period ended December 31, 1996              -             21 

    Consolidated balance sheets at
    December 31, 1996 and 1995                  -             22

    Consolidated statements of changes in
    shareholders' equity for each of the
    three years in the period ended
    December 31, 1996                           -             23

    Notes to consolidated financial
    statements                                  -           24-34

    Report of Independent Auditors              -             35
    Consolidated financial statement
    schedule:

        II -  Valuation and
              qualifying accounts              20             -  


   All other financial statement schedules are omitted because the required
   information is not present or is not present in amounts sufficient to
   require submission of the schedules, or because the information required
   is included in the consolidated financial statements and notes thereto.

   <PAGE>
                                                                  Schedule II

                             GIDDINGS & LEWIS, INC.

                 CONSOLIDATED VALUATION AND QUALIFYING ACCOUNTS
                  Years ended December 31, 1996, 1995 and 1994
                                 (in thousands)

                               Balance
                                 at      Additions                Balance at
                             beginning   charged to                 end of
    Classification             of year    expense    Deductions      year

    Receivables - Allowance
      for doubtful
      accounts:

         1996                 $1,836     $17,718     $(17,358)     $2,196

         1995                    922         999          (85)      1,836

         1994                    973         172         (223)        922

    Inventories - Allowance
      for obsolescence and
      loss:

         1996                 $7,476     $12,205      $(4,307)    $15,374

         1995                  7,378       2,913       (2,815)      7,476

         1994                  5,900       2,553       (1,075)      7,378

   <PAGE>
                                INDEX TO EXHIBITS



    Exhibit No.                     Exhibit Description


    (3.1)          Restated Articles of Incorporation of Giddings &
                   Lewis, Inc., as amended to date [Incorporated by
                   reference to Exhibit 3.2 to Giddings & Lewis, Inc.'s
                   Quarterly Report on Form 10-Q for the quarter ended
                   October 1, 1995]

    (3.2)          Amendments to the By-Laws of Giddings & Lewis, Inc.

    (3.3)          By-Laws of Giddings & Lewis, Inc., as amended

    (4.1)          Article IV of the Restated Articles of Incorporation
                   of Giddings & Lewis, Inc., as amended to date
                   [Incorporated by reference to Exhibit 3.2 to
                   Giddings & Lewis, Inc.'s Quarterly Report on Form
                   10-Q for the quarter ended October 1, 1995]

    (4.2)          Credit Agreement among Giddings & Lewis, Inc.,
                   Giddings & Lewis GmbH, Giddings & Lewis AG, the
                   Institutions from time to time party thereto as
                   Lenders, the Institutions from time to time party
                   thereto as Issuing Banks, Citicorp North America,
                   Inc., as Agent, and Citicorp Investment Bank Limited,
                   as London Agent, dated as of December 21, 1992. 
                   [Incorporated by reference to Exhibit 4.2 to Giddings
                   & Lewis, Inc.'s Annual Report on Form 10-K for the
                   year ended December 31, 1992]

    (4.3)          Amendment to Credit Agreement among Giddings & Lewis,
                   Inc., Giddings & Lewis GmbH, Giddings & Lewis Ltd.,
                   the Institutions from time to time party thereto as
                   Lenders, the Institutions from time to time party
                   thereto as Issuing Banks, Citicorp North America,
                   Inc., as Retiring Agent, Citibank N.A., as Agent,
                   Citicorp Investment Bank Limited, as Retiring London
                   Agent, and Citibank International plc, as an Agent,
                   dated as of December 21, 1994 [Incorporated by
                   reference to Exhibit 4.3 to Giddings & Lewis, Inc.'s
                   Annual Report on Form 10-K for the year ended
                   December 31, 1994]

    (4.4)          Amendment No. 2 and Consent to Credit Agreement among
                   Giddings & Lewis, Inc., Giddings & Lewis GmbH,
                   Giddings & Lewis Ltd. and the Institutions from time
                   to time party thereto as Agent and Lenders, dated as
                   of April 24, 1995  [Incorporated by reference to
                   Exhibit 4.3 to Giddings & Lewis, Inc.'s Current
                   Report on Form 8-K, dated April 24, 1995]

    (4.5)          Amendment No. 3 and Waiver to Credit Agreement among
                   Giddings & Lewis, Inc., Giddings & Lewis GmbH,
                   Giddings & Lewis Ltd. and the Institutions from time
                   to time party thereto as Agent and Lenders, dated as
                   of February 10, 1997

    (4.6)          Amendment No. 4 to Credit Agreement among Giddings &
                   Lewis, Inc., Giddings & Lewis, Ltd., Giddings & Lewis
                   GmbH and the Institutions from time to time party
                   thereto as Agent and Lenders, dated as of March 21,
                   1997

    (4.7)          Indenture between Giddings & Lewis, Inc. and Firstar
                   Trust Company, as Trustee, dated as of August 7, 1995 
                   [Incorporated by reference to Exhibit 4.1 to
                   Amendment No. 1 to Giddings & Lewis, Inc.'s
                   Registration Statement on Form S-3 (Registration No.
                   33-61237)]

    (4.8)          Officer's Certificate, dated as of September 26,
                   1995, relating to Giddings & Lewis, Inc.'s 7-1/2% Notes
                   due 2005  [Incorporated by reference to Exhibit 4 to
                   Giddings & Lewis, Inc.'s Current Report on Form 8-K,
                   dated September 26, 1995]

    (4.9)          Rights Agreement, dated as of August 23, 1995,
                   between Giddings & Lewis, Inc. and Firstar Trust
                   Company  [Incorporated by reference to Exhibit 4.1 to
                   Giddings & Lewis, Inc.'s Current Report on Form 8-K,
                   dated August 23, 1995]

    (10.1)*        Giddings & Lewis, Inc. 1989 Stock Option Plan
                   [Incorporated by reference to Exhibit 4.1 to
                   Giddings & Lewis, Inc.'s Form S-8 Registration
                   Statement (Registration No. 33-31951)]

    (10.2)*        Giddings & Lewis, Inc. 1989 Restricted Stock Plan
                   [Incorporated by reference to Exhibit 4.1 to
                   Giddings & Lewis, Inc.'s Form S-8 Registration
                   Statement (Registration No. 33-31950)]

    (10.3)*        Giddings & Lewis, Inc. Independent Director Stock
                   Based Incentive Plan [Incorporated by reference to
                   Exhibit 10.4 to Giddings & Lewis, Inc.'s Form S-4
                   Registration Statement (Registration No. 33-43061)]

    (10.4)*        Giddings & Lewis, Inc. 1993 Stock and Incentive Plan
                   [Incorporated by reference to Exhibit 4.1 to
                   Giddings & Lewis, Inc.'s Form S-8 Registration
                   Statement (Registration No. 33-64936)]

    (10.5)*        Form of Key Executive Employment and Severance
                   Agreement (covering officers other than Joseph R.
                   Coppola)  [Incorporated by reference to Exhibit 10.5
                   to Giddings & Lewis, Inc.'s Annual Report on Form
                   10-K for the year ended December 31, 1993]

    (10.6)*        Key Executive Employment and Severance Agreement,
                   dated as of October 27, 1993, by and between Giddings
                   & Lewis, Inc. and Joseph R. Coppola [Incorporated by
                   reference to Exhibit 10.6 to Giddings & Lewis, Inc.'s
                   Quarterly Report on Form 10-Q for the quarter ended
                   October 3, 1993]

    (10.7)*        Employment Agreement by and between Heinz Anders and
                   Giddings & Lewis GmbH, dated as of January 12, 1994 
                   [Incorporated by reference to Exhibit 10.8 to
                   Giddings & Lewis, Inc.'s Annual Report on Form 10-K
                   for the year ended December 31, 1994]

    (10.8)*        Management Incentive Compensation Program 
                   [Incorporated by reference to Exhibit 10.9 to
                   Giddings & Lewis, Inc.'s Annual Report on Form 10-K
                   for the year ended December 31, 1993]

    (10.9)*        Supplemental Executive Retirement Plan (covering
                   officers of the Company other than Joseph R. Coppola) 
                   [Incorporated by reference to Exhibit 10.10 to
                   Giddings & Lewis, Inc.'s Annual Report on Form 10-K
                   for the year ended December 31, 1993]

    (10.10)*       Supplemental Retirement Program for Joseph R. Coppola 
                   [Incorporated by reference to Exhibit 10.12 to
                   Giddings & Lewis, Inc.'s Annual Report on Form 10-K
                   for the year ended December 31, 1993]

    (10.11)*       Giddings & Lewis, Inc. Deferred Compensation Plan for
                   Non-Employee Directors  [Incorporated by reference to
                   Exhibit 10.13 to Giddings & Lewis, Inc.'s Annual
                   Report on Form 10-K for the year ended December 31,
                   1993]

    (10.12)*       Giddings & Lewis, Inc. Deferred Compensation Plan and
                   Trust Agreement [Incorporated by reference to Exhibit
                   10.14 to Giddings & Lewis, Inc.'s Annual Report on
                   Form 10-K for the year ended December 31, 1993]

    (10.13)*       Employment Agreement, dated June 30, 1993, by and 
                   between Giddings & Lewis, Inc. and Joseph R. Coppola 
                   [Incorporated by reference to Exhibit 10.1 to Giddings
                   & Lewis, Inc.'s Quarterly Report on Form 10-Q for the 
                   quarter ended October 3, 1993]

    (10.14)*       Executive Consulting Agreement by and between
                   Giddings & Lewis, Inc. and Joseph R. Coppola

    (10.15)*       Letter Agreement, dated December 3, 1996, by and
                   between Giddings & Lewis, Inc. and Richard C.
                   Kleinfeldt

    (10.16)*       Giddings & Lewis, Inc. Management Stock Purchase
                   Program

    (13)           Portions of the 1996 Annual Report to Shareholders
                   that are incorporated by reference herein

    (21)           List of Subsidiaries of Giddings & Lewis, Inc.

    (23)           Consent of Ernst & Young LLP

    (27)           Financial Data Schedule


   ____________
   *  A management contract or compensatory plan or arrangement.