# FORM 10-K UNITED
STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549

_________________

|[X] | ANNUAL
REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT                OF
1934 For the fiscal year ended December 31, 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                                          
|------------------------------------------------------
|(Exact name of registrant as specified in its charter)

|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 office)                        | (Zip Code)                          

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

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

NONE

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

|Common Stock, $.10 par value       
|-----------------------------------
|(Title of class)                   
|Rights to Purchase Preferred Shares
|(Title of class)                   

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]

Indicate
by check mark whether the registrant is an accelerated filer (as defined in Rule 12b-2 of
the Exchange Act.)   Yes   X   No

Aggregate
market value of voting and non-voting common equity held by non-affiliates of the
registrant: $92,578,300 at June 26, 2004.

Number
of shares outstanding of each of the registrants classes of common stock, as of
February 11, 2005:

|Class                        | Shares Outstanding
|---------------------------- | ------------------
|Common Stock, $.10 Par Value | 6,639,047         

DOCUMENTS INCORPORATED
BY REFERENCE

Gehl Company Proxy
Statement for the 2005 Annual Meeting of Shareholders (to be filed with the Commission
under Regulation 14A within 120 days after the end of the registrants fiscal year
end and, upon such  filing, to be incorporated by reference into Part III)

---

# GEHL COMPANY

_________________

# INDEX TO ANNUAL REPORT ON FORM
10-K

# For The Year Ended
December 31, 2004

|         |                                                                | Page
|-------- | -------------------------------------------------------------- | ----
|Part I   |                                                                |     
|Item 1   | Business                                                       | 1   
|Item 2   | Properties                                                     | 8   
|Item 3   | Legal Proceedings                                              | 8   
|Item 4   | Submission of Matters to a Vote of Security Holders            | 9   
|         | Executive Officers of the Registrant                           | 9   
|Part II 
|Item 5   | Market for Registrant's Common Equity, Related Shareholder    
|         | Matters and Issuer Purchases of Equity Securities              | 10  
|Item 6   | Selected Financial Data                                        | 11  
|Item 7   | Management's Discussion and Analysis of Financial             
|         | Condition and Results of Operations                            | 12  
|Item 7A  | Quantitative and Qualitative Disclosures About Market Risk     | 21  
|Item 8   | Financial Statements and Supplementary Data                    | 22  
|Item 9   | Changes in and Disagreements with Accountants                 
|         | on Accounting and Financial Disclosure                         | 50  
|Item 9A  | Controls and Procedures                                        | 50  
|Item 9B  | Other Information                                              | 50  
|Part III
|Item 10  | Directors and Executive Officers of the Registrant             | 51  
|Item 11  | Executive Compensation                                         | 51  
|Item 12  | Security Ownership of Certain Beneficial Owners and Management | 52  
|Item 13  | Certain Relationships and Related Transactions                 | 52  
|Item 14  | Principal Accountant Fees and Services                         | 52  
|Part IV 
|Item 15  | Exhibits and Financial Statement Schedule                      | 53  
|         | Signatures                                                     | 53  

---

# PART I

# Item 1. Business

# Overview

Gehl
Company (the Company or Gehl) designs, manufactures, distributes
and finances equipment used in the light construction and the agricultural industries.
Construction equipment is comprised of skid loaders, telescopic handlers, asphalt pavers,
compact excavators, compact track loaders, all-wheel-steer loaders, compact loaders and
attachments and is primarily sold to contractors, sub-contractors, owner operators, rental
stores and municipalities. The Company generally markets its construction equipment under
the Gehl® and Mustang® brand names. Agriculture equipment is sold to customers in
the dairy and livestock industries, and includes a broad range of products including
haymaking, forage harvesting, materials handling (skid loaders, telescopic handlers,
compact excavators, compact track loaders, all-wheel-steer loaders, compact loaders and
attachments), manure handling and feedmaking equipment. In addition, the Company launched
a new attachment business, Compact Equipment Attachments, Inc., in July 2001. The Company
was founded in 1859 and was incorporated in the State of Wisconsin in 1890.

On
July 22, 2004, the Company entered into a strategic alliance with Manitou BF S.A.
(Manitou), the worlds largest manufacturer of telescopic handlers.
Beginning in 2005, the Company and Manitou will distribute select models of each
others telescopic handler product lines in the United States through their
respective dealer networks. Pursuant to a license agreement with Manitou, the Company will
also begin to manufacture two series of Manitou compact telescopic handlers at the
Companys Yankton, South Dakota facility. In conjunction with the establishment of
the strategic alliance with Manitou, 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.

The
Company intends that certain matters discussed in the Annual Report on Form 10-K 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 are forward-looking statements. When
used in this Annual Report on Form 10-K, 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 Annual Report
on Form 10-K. Factors that could cause such a variance include, but are not limited to,
any interruption in the continued general economic recovery, unanticipated changes in
capital market conditions, the Companys ability to implement successfully its
strategic initiatives, market acceptance of newly introduced products, unexpected issues
related to the pricing and availability of raw materials (including steel) and component
parts, unanticipated difficulties in securing product from third party manufacturing
sources, the ability of the Company to increase its prices to reflect higher prices for
raw materials and component parts, the cyclical nature of the Companys business, the
Companys and its customers access to credit, competitive pricing, product
initiatives and other actions taken by competitors, disruptions in production capacity,
excess inventory levels, the effect of changes in laws and regulations (including
government subsidies and international trade regulations), technological difficulties,
changes in currency exchange rates or interest rates, the Companys ability to secure
sources of liquidity necessary to fund its operations, changes in environmental laws, the
impact of any strategic transactions 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 Annual Report on Form 10-K, 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 2005 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.

1

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# Business Segments

The
Company operates in two business segments, construction equipment and agricultural
equipment. The following table shows certain information relating to the Companys
segments:

|                      
|----------------------
|2003                  
|Amount                
|Net sales:            
|Construction Equipment
|Agricultural Equipment
|                      
|Total                 
|                      
|Income (loss) from    
|operations:           
|Construction Equipment
|Agricultural Equipment
|                      
|Total                 
|                      

On
September 26, 2001, the Company adopted several major plant rationalization initiatives to
improve the Companys profitability by consolidating certain operations. Under these
initiatives, the Company announced it would close its manufacturing facility in Lebanon,
Pennsylvania (Lebanon) and transfer production to other locations. The Company
also indicated it would transfer the manufacturing of its Mustang line of skid steer
loaders from its facility in Owatonna, Minnesota (Owatonna) to its skid steer
facility in Madison, South Dakota.

The
manufacturing consolidations announced on September 26, 2001 were completed during 2002.
During 2002, the Company expensed $1.0 million of other charges related to the plant
rationalization initiatives. Of the $1.0 million expense recorded in 2002, $0.5 million
and $0.5 million related to the construction and agricultural segments, respectively.

During
the quarter ended September 27, 2003, the Company recorded a $3.6 million asset impairment
charge to adjust the carrying value of the Lebanon and Owatonna facilities and assets to
their fair value less cost to sell. Of the $3.6 million charge, $1.2 million and $2.4
million related to the construction equipment and agricultural equipment segments,
respectively. The Lebanon and Owatonna facilities were sold in the 2003 fourth quarter and
2004 third quarter, respectively. In addition to the impairment charge, the Company
expensed $0.5 million of other charges related to the plant rationalization initiatives
during 2003. Of the $0.5 million expense recorded in 2003, $0.3 million and $0.2 million
related to the construction and agricultural segments, respectively.

The
Company had no intersegment sales or transfers during the years set forth above. For
segment information with respect to identifiable assets, depreciation/amortization and
capital expenditures for the construction equipment and agricultural equipment segments,
see Note 16 of Notes to Consolidated Financial Statements included in Part II,
Item 8 of this Form 10-K.

2

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# Construction Equipment

Products

Construction
equipment is marketed in the following seven product areas:

| |  | Skid
Loaders  The Companys skid loader line consists of a broad range of products
offered through the Gehl and Mustang brands. The skid loader line features a choice of
hand-operated T-bar or joystick controls, hand only or hand and foot controls. The skid
loader, with its fixed-wheel four-wheel drive, is used principally for material handling
duties. The skid loader may also be used with a variety of attachments, including dirt,
snow and cement buckets, pallet forks and hydraulically-operated devices such as cold
planers, backhoes, brooms, trenchers, snow blowers, industrial grapples, tree diggers,
concrete breakers, augers and many more.
| | - | -------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------

| |  | Telescopic
Handlers  The Companys telescopic handler line consists of a broad range of
products offered through the Gehl and Mustang brands. These telescopic handlers are
designed to handle heavy loads (up to 12,000 pounds) reaching horizontally and vertically
(up to 55 ft.) for use by a variety of customers, including masons, roofers, building
contractors and farmers.
| | - | -------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------

| |  | Asphalt
Pavers  Two models of Power Box® pavers are marketed by Gehl. These pavers
allow variable paving widths from 4 1/2 to 13 feet and are used for both commercial and
municipal jobs such as county and municipal road, sidewalk, golf cart path, jogging
trail, parking lot, driveway, trailer court and tennis court preparation.
| | - | -----------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------

| |  | Compact
Excavators  The Companys compact excavator line consists of a broad range of
products offered through the Gehl and Mustang brands. The units range in size from 1.5
metric tons to 11.5 metric tons. All units come standard with auxiliary hydraulics. An
industry exclusive frame leveling system is offered on a number of models. These units
can be equipped with a wide variety of attachments.
| | - | ---------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------

| |  | Compact
mini-loaders  Gehl offers an articulated unit, powered by a 20 horsepower engine.
It is one of the few compact-loaders offered in the industry where the operator is seated
on the unit. Offered with a wide variety of attachments, the principal applications for
this product are landscaping, nursery and material handling.
| | - | -----------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------

| |  | All-wheel-steer
Loaders  The Company offers multiple all-wheel-steer loaders through the Gehl and
Mustang brands with either conventional or telescopic booms. The units range from 39
horsepower to 75 horsepower and are used in general construction, and by building
contractors and material producers.
| | - | -------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------

| |  | Compact
Track Loaders  The Company offers multiple compact track loaders through the Gehl
and Mustang brands. With a dedicated rubber track, these machines are especially useful
in soft or muddy conditions. They offer low ground pressure and high floatation and are
used in landscaping, nursery and general construction applications.
| | - | ----------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------

Marketing and Distribution

The
Company maintains a separate distribution system for construction equipment. The Company
markets its construction equipment in North America through approximately 310 independent
dealers (with 1,145 outlets) and worldwide through approximately 100 distributors. The
Company has no Company-owned dealers, and its dealers may sell equipment produced by other
construction equipment manufacturers. The top ten dealers and distributors of construction
equipment accounted for approximately 23% of the Companys sales for the year ended
December 31, 2004; however, no single dealer or distributor accounted for more than 7% of
the Companys sales for that period. Sales of the construction equipment skid loader
product line accounted for approximately 26%, 25% and 30% of the Companys net sales
in 2004, 2003 and 2002, respectively. Sales of the construction equipment telescopic
handler product line accounted for approximately 17%, 14% and 13% of the Companys
net sales in 2004, 2003 and 2002, respectively.

3

---

The
Company believes that maintenance and expansion of its dealer network is important to its
success in the light construction equipment market. The Company also believes that it
needs to continue to further develop sales relationships with select rental companies to
meet the demands of the changing marketplace. Various forms of support are provided for
its construction equipment dealers, including sales and service training, and, in the
United States and Canada, floor plan financing for its dealers and retail financing for
both its dealers and their customers. The construction equipment dealers in North America
are also supported by district sales managers who provide a variety of services, including
training, market evaluation, business planning, equipment demonstrations and sales, and
regional field service representatives who assist in training and providing routine dealer
service support functions, including warranty and service assistance. The Company has a
service agreement with a vendor for a centralized parts distribution center located in
Belvidere, Illinois.

Industry and Competition

Gehls
construction equipment product lines face competition in each of their markets. In
general, each line competes with a small group of from seven to twelve different
companies, some of which are larger than the Company. The Company competes within the
light construction equipment markets based primarily on price, quality, service and
distribution.

The
primary markets for Gehls construction equipment outside of North America are in
Europe, Australia, Latin America, the Middle East and the Pacific Rim. The Company
believes it is a significant competitor in the skid loader market in most of these
markets.

# Agricultural Equipment

Products

Agricultural
equipment is marketed in five product areas.

| |  | Haymaking
 Gehls haymaking line includes a broad range of products used to harvest and
process hay crops for livestock feed. The Company offers disc mowers, a wide range of
pull-type disc mower conditioners, hay rakes, windrow mergers and variable-chamber round
balers.
| | - | -------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------

| |  | Forage
Harvesting  The Company believes that it currently manufactures and distributes one
of the industrys most complete lines of forage harvesting equipment, including
forage harvesters, forage wagons and blowers.
| | - | -------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------

| |  | Material
Handling  This line consists of a broad range of Gehl skid loaders, telescopic
handlers, compact excavators, compact track loaders, all-wheel-steer loaders and the
compact-loader. The skid loader, telescopic handler, compact excavator, compact track
loader, all-wheel-steer loader and compact mini-loader product lines are marketed by
dealers who sell agricultural equipment and by dealers who sell construction equipment.
| | - | ------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------

| |  | Manure
Handling  Gehl offers a broad range of manure spreaders, including the Scavenger® V-Tank side-discharge
manure spreader which incorporates a hydraulically controlled auger allowing the spreader
to handle a wide range of semi-liquid waste products, including municipal sludge. For
handling mostly solid manure, the Company also markets several models of rear-discharge
box spreaders.
| | - | --------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------

| |  | Feedmaking
 The Company offers the Gehl Mix-All® line of grinder mixers and a feeder wagon
for both mixing feed rations and delivery to livestock feeders.
| | - | -----------------------------------------------------------------------------------------------------------------------------------------------------------

Marketing and Distribution

In
North America, Gehls agricultural equipment is sold through approximately 355
geographically dispersed dealers (with 415 outlets). Fifty of these dealers are located in
Canada. Agricultural equipment is also marketed through approximately 15 distributors in
Europe, the Middle East, the Pacific Rim and Latin America. The Company has no
Company-owned dealers and its dealers may sell equipment produced by other agricultural
equipment manufacturers.

4

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It
has been and remains the Companys objective to increase the share of Gehl products
sold by a Gehl dealer. Gehl is not dependent for its sales on any specific agriculture
dealer or group of dealers. The top ten dealers and distributors in agricultural equipment
accounted for approximately 16% of the Companys sales for the year ended December
31, 2004 and no one dealer or distributor accounted for over 2% of the Companys
sales during that period. Sales of the agriculture equipment skid loader product line
accounted for approximately 13%, 13% and 16% of the Companys net sales in 2004, 2003
and 2002, respectively.

The
Company provides various forms of support for its dealer network, including sales and
service training. The Company also provides floor plan and retail finance support for
products sold by its dealers in the United States and Canada.

The
agricultural equipment dealers in North America are also supported by district sales
managers who provide a variety of services, including training, market evaluation,
business planning, equipment demonstrations and sales, and regional field service
representatives who assist in training and providing routine dealer service support
functions, including warranty and service assistance. The Company has a service agreement
with a vendor for a centralized parts distribution center located in Belvidere, Illinois.

Industry and Competition

The
agricultural equipment industry has seen significant consolidation and retrenchment since
1980. This has served to reduce the total number of competitors, to strengthen certain
major competitors, and to reduce the strength of certain other companies in the industry.
The Company competes within the agricultural equipment industry based primarily on
products sold, price, quality, service and distribution.

The
agricultural equipment markets in North America are highly competitive and require
substantial capital outlays. The Company has several major competitors as well as numerous
other limited line manufacturers and importers. The largest manufacturers in the
agricultural equipment industry, the Companys major competitors, generally produce
tractors and combines as well as a full line of tillage and planting equipment. Such
manufacturers also market, to varying degrees, haymaking, forage harvesting, materials
handling, manure handling and/or feedmaking equipment, the areas in which the
Companys agricultural products are concentrated. The Company believes that no single
competitor competes with the Company in each of its product lines and the Company is the
only non-tractor manufacturer in the industry that offers equipment in each of these
product lines. Smaller manufacturers which compete with the Company produce only a limited
line of specialty items and often compete only in regional markets.

The
majority of the Companys agricultural dealers also carry the tractor and combine
product lines of a major manufacturer. In addition to selling the tractors and combines of
a major manufacturer, many of these dealers carry the major manufacturers entire
line of products, some of which directly compete with the products offered by Gehl.
Dealers of Gehls agricultural equipment also market equipment manufactured by
limited line manufacturers which compete with specific product lines offered by the
Company.

The
primary markets for Gehls agricultural equipment outside of North America are in
Europe and the Pacific Rim. In these markets, the Company competes with both agricultural
equipment manufacturers from the United States, some of which have manufacturing
facilities in foreign countries, and foreign manufacturers. The Company does not believe,
however, that it is presently a significant competitor in any of these foreign markets.

# Backlog

The
backlog of unfilled equipment orders (which orders are subject to cancellation in certain
circumstances) as of December 31, 2004 was $65.3 million versus $38.9 million at December
31, 2003. Virtually all orders in the backlog at December 31, 2004 are expected to be
shipped in 2005.

5

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# Floor Plan and Retail
Financing

Floor Plan Financing

The
Company, as is typical in its industries, generally provides floor plan financing for its
dealers. Products shipped to dealers under the Companys floor plan financing program
are recorded by the Company as sales and the dealers obligations to the Company are
reflected as accounts receivable.

The
Company provides interest-free floor plan financing to its dealers, for construction
equipment for varying periods of time generally up to six months and for agriculture
equipment generally up to nine months. Dealers who sell products utilizing floor plan
financing are required to make immediate payment for those products to the Company upon
sale or delivery to the retail customer. At the end of the interest-free period, if the
equipment remains unsold to retail customers, the Company generally charges interest to
the dealer at approximately 3% above the prime rate or, on occasion, provides an
interest-free extension of up to three months upon payment by the dealer of a curtailment
of 25% of the original invoice price to the dealer. This type of floor plan equipment
financing accounts for approximately 81% of Gehls dealer accounts receivable, with
all such floor planned receivables required to be secured by a first priority security
interest in the equipment sold.

Retail Financing

The
Company also provides retail financing primarily to facilitate the sale of equipment to
end users. Additionally, a number of dealers purchase equipment which is held for rental
to the public. The Company also provides retail financing to such dealers in connection
with these purchases. Retail financing in the United States is provided by the Company
primarily through Gehl Finance®, the Companys finance division. Retail financing
is provided in Canada by a third party at rates subsidized by the Company.

The
Company maintains arrangements with third parties pursuant to which the Company sells,
with recourse, the Companys retail finance contracts. The finance contracts require
periodic installments of principal and interest over periods of up to 60 months; interest
rates are based on market conditions. The majority of these contracts have maturities of
12 to 48 months. The Company continues to service the finance contracts it sells,
including cash collections. For additional discussion, see Managements
Discussion and Analysis of Financial Condition and Results of Operations  Liquidity
and Capital Resources  Sales of Finance Contracts Receivable, included in Part
II, Item 7 of this Form 10-K and Note 2 of Notes to Consolidated Financial
Statements, included in Part II, Item 8 of this Form 10-K.

# Employees

As
of December 31, 2004, the Company had 908 employees, of which 559 were hourly employees
and 349 were salaried employees. At the production facilities in West Bend, Wisconsin, one
of three Gehl production facilities, 136 hourly employees are covered by a collective
bargaining agreement with P.A.C.E. (formerly the United Paperworkers International Union)
which expires December 15, 2006. None of the remaining employees of the Company are
represented by unions. There have been no labor-related work stoppages at the
Companys facilities during the past thirty years.

# Manufacturing

During
2002, the Company expanded its Madison, South Dakota skid loader manufacturing facility in
order to accommodate the transfer of Mustang skid loader production previously
manufactured in Owatonna, Minnesota. The Company is in the process of expanding its
telescopic handler manufacturing facility in Yankton, South Dakota and anticipates
completing the expansion during the third quarter of 2005. The Company believes its
present manufacturing facilities, with the planned capacity expansion, will be sufficient
to provide adequate capacity for its operations for the foreseeable future.

Component
parts needed in the manufacture of the Companys equipment are primarily produced by
the Company. The Company obtains raw materials (principally steel), component parts that
it does not manufacture (mostly engines, hydraulics and axles) and supplies from third
party suppliers. Substantially all such materials and components used are available from a
number of sources. The Company is not dependent on any single supplier as all suppliers
could be replaced. Certain product specifications may require modification, depending on
the component, if the supplier needed to be replaced. The Company has been able to obtain
the necessary purchased materials.

6

---

In
addition to the equipment it manufactures, the Company distributes equipment acquired from
third party suppliers. Equipment acquired from these suppliers, which is primarily
comprised of compact track loaders, compact mini-loaders, compact excavators,
all-wheel-steer loaders, manure spreaders, hay rakes, forage wagons and disc mowers,
accounted for approximately 19% of the Companys net sales in 2004. Beginning in
2005, the Company will distribute select models of Manitous telescopic handler
product line in the United States through the Companys dealer network (see
Overview for additional discussion).

# Research and Development

The
Company attempts to maintain and strengthen its market position through internal new
product development and incremental improvements to existing products. The Companys
research and development is devoted to developing new products that meet specific customer
needs and to devising incremental improvements to existing products. Research and
development performed by the Company includes the designing and testing of new and
improved products as well as the fabrication of prototypes. The Company expended
approximately $2.5 million, $2.6 million and $3.2 million on research and development for
the years ended December 31, 2004, 2003 and 2002, respectively.

# 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 the patents, trademarks
and service marks important in the operation of its business, including the Gehl®
name, the Gehl Finance® name, the Mustang® name, the Dynalift® name, the
EDGE® name and the group of patents relating to the Scavenger® manure spreader,
the business of the Company is not dependent, in any material respect, on any single
patent or trademark or group of patents or trademarks.

# Available Information

The
Companys filings with the Securities and Exchange Commission (SEC), including annual
reports on Form 10-K, quarterly reports on Form 10-Q, definitive proxy statements on Form
14a, current reports on Form 8-K, and any amendments to those reports filed pursuant to
Section 13 or 15(d) of the Exchange Act, are made available free of charge through the
Corporate Governance section of the Companys Internet website at www.gehl.com
as soon as reasonably practicable after the Company electronically files such material
with, or furnishes it to, the SEC. Copies of any materials the Company files with the SEC
can also be obtained free of charge through the SECs website at www.sec.gov ,
at the SEC s Public Reference Room at 450 Fifth St., N.W., Washington, D.C. 20549, or by
calling the SEC s Public Reference Room at 1-800-732-0330. The Company also makes
available, free of charge, its Ethics Policy, Corporate Governance Guidelines, committee
charters and other information related to the Company on the Companys Internet
website or in printed form upon request.

7

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# Item 2. Properties

The
following table sets forth certain information as of December 31, 2004, relating to the
Companys principal manufacturing facilities. See Managements Discussion
and Analysis of Financial Condition and Results of Operations  Liquidity and Capital
Resources  Capital Expenditures, included in Part II, Item 7 of this Form
10-K.

|             
|-------------
|West Bend, WI
|             
|             
|             
|Madison, SD  
|             
|             
|             
|Yankton, SD  
|             

The
Company also has a one and one-half year renewable service agreement with a vendor for a
centralized parts distribution center located in Belvidere, Illinois.

# Item 3. Legal Proceedings

The
Company is a defendant from time to time in actions for product liability and other
matters arising out of its ordinary business operations. The Company believes that the
actions presently pending will not have a material adverse effect on its consolidated
financial position or results of operations. To the Companys knowledge, there are no
material legal proceedings to which any director, officer, affiliate or more than 5%
shareholder of the Company (or any associate of the foregoing persons) is a party adverse
to the Company or any of its subsidiaries or has a material interest adverse to the
Company or its subsidiaries.

8

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

No
matters were submitted to a vote of security holders during the quarter ended December 31,
2004.

# Executive Officers of
the Registrant.

Set
forth below is certain information concerning the executive officers of the Company as of
February 1, 2005:

|Name, Age and Position                | Business Experience                                    
|------------------------------------- | -------------------------------------------------------
|William D. Gehl, 58,                  | Mr. Gehl has served as Chairman of the Board of        
|Chairman of the Board of Directors    | Directors of the Company since April, 1996 and as Chief
|and Chief Executive Officer           | Executive Officer of the Company since November, 1992. 
|                                      | Mr. Gehl served as President of the Company from       
|                                      | November, 1992 to April, 2003 and has served as a      
|                                      | director of the Company since 1987.                    
|Malcolm F. Moore, 54,                 | Mr. Moore joined the Company as Executive Vice         
|President and Chief Operating Officer | President and Chief Operating Officer in August, 1999. 
|                                      | Mr. Moore was elected President and Chief Operating    
|                                      | Officer in April, 2003.                                
|Thomas M. Rettler, 44,                | Mr. Rettler joined the Company as Vice President and   
|Vice President and                    | Chief Financial Officer in August, 2004. Prior to      
|Chief Financial Officer               | joining the Company, Mr. Rettler served as Vice        
|                                      | President, Finance and Chief Financial Officer for     
|                                      | WICOR Industries, Inc. (WICOR), a manufacturing        
|                                      | subsidiary of Wisconsin Energy Corporation, from 2003  
|                                      | to July 2004. Mr. Rettler was Vice President, Finance  
|                                      | for Sta-Rite Industries Inc., a subsidiary of WICOR,   
|                                      | from 1999 to 2003.                                     
|Daniel M. Keyes, 36,                  | Mr. Keyes joined the Company as Vice President Sales   
|Vice President Sales and Marketing    | and Marketing in December 2000. From 1996 until        
|                                      | joining the Company, Mr. Keyes held a variety of senior
|                                      | marketing management positions, most recently,         
|                                      | Director, Strategic Accounts, with CNH Global NV (a    
|                                      | manufacturer of agricultural and construction          
|                                      | equipment).                                            
|Michael J. Mulcahy, 58,               | Mr. Mulcahy has served as General Counsel of the       
|Vice President, Secretary             | Company since 1974 and became Secretary in 1977 and a  
|and General Counsel                   | Vice President in 1986.                                
|Kenneth H. Feucht, 56                 | Mr. Feucht has served as Vice President of Human       
|Vice President of Human Resources     | Resources since May, 2002. Mr. Feucht was Director of  
|                                      | Human Resources from 1999 to 2002 and Manager of Human 
|                                      | Resources from 1993 to 1999.                           

All
officers of the Company are elected annually by the Board of Directors following the
Annual Meeting of Shareholders. The Company has an employment agreement with William D.
Gehl, pursuant to which he is to serve as Chief Executive Officer of the Company through
the expiration of the agreement on June 14, 2008.

9

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# PART II

# Item 5. Market for
Registrants Common Equity, Related Shareholder Matters and Issuer Purchases of
Equity Securities

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

In
September 2001, the Companys Board of Directors authorized a stock repurchase plan
providing for the repurchase of up to 500,000 shares of the Companys outstanding
common stock in open market or privately negotiated transactions. The plan does not have
an expiration date. No shares were repurchased under the plan during 2004. As of December
31, 2004, the Company had authority to repurchase 348,100 shares under the plan.

Pursuant
to the terms of the Gehl Company Director Stock Grant Plan, each of the non-employee
directors of the Company (i.e., Messrs. N.C. Babson, T. J. Boldt, J. T. Byrnes, F.
J. Fotsch, J. Neunteufel, J. W. Splude and H. Viets) received on December 31, 2004 a grant
of shares of Company common stock as part of their annual retainer fee. An aggregate of
1,398 shares of Company common stock were granted under the Director Stock Grant Plan.
These shares were issued in transactions exempt from registration under Section 4(2) of
the Securities Act of 1933, as amended.

The
Company did not declare or pay any dividends in 2004 or 2003. A summary of the high and
low prices of Gehls common stock by quarter follows.

|              
|--------------
|Price Range   
|              
|First Quarter 
|Second Quarter
|Third Quarter 
|Fourth Quarter
|              
|Year          
|              

10

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# Item 6. Selected
Financial Data

|Five Year Financial Summary                     
|------------------------------------------------
|Dollars in Thousands, Except Per Share Data     
|Summary of Operations                           
|Net sales                                       
|Gross profit                                    
|Strategic review process costs                  
|Asset impairment and other restructuring costs  
|Income from operations                          
|Interest expense                                
|Income before income taxes                      
|Net income                                      
|                                                
|Financial Position at December 31               
|Current assets                                  
|Current liabilities                             
|Working capital                                 
|Accounts receivable - net                       
|Finance contracts receivable - net              
|Inventories                                     
|Property, plant and equipment - net             
|Total assets                                    
|Long-term debt                                  
|Total debt                                      
|Shareholders' equity                            
|                                                
|Common Share Summary                            
|Diluted net income per share                    
|Basic net income per share                      
|Dividends per share                             
|Book value per share                            
|Shares outstanding at year-end                  
|                                                
|Other Financial Statistics                      
|Capital expenditures                            
|Depreciation                                    
|Current ratio                                   
|Percent total debt to total capitalization      
|Net income as a percent of net sales            
|After-tax return on average shareholders' equity
|Employees at year-end                           
|Common stock price range                        
|                                                

11

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

# Overview

The
Companys net income in 2004 was $13.4 million, or $2.20 per diluted share, compared
with $2.6 million, or $.49 per diluted share, in 2003. The 2003 net income included an
after-tax asset impairment charge of $2.4 million, or $.44 per diluted share, and an
after-tax charge of $0.3 million, or $.06 per diluted share, relating to plant
rationalization initiatives. In addition, 2003 net income included a favorable tax
adjustment of $0.4 million, or $.07 per diluted share, relating to the finalization of
prior year tax returns during the 2003 fourth quarter.

Net
sales in 2004 of $361.6 million were 48% above the $244.4 million in 2003. Construction
equipment segment net sales in 2004 of $242.4 million were 56% above 2003 levels, while
agricultural equipment segment net sales in 2004 of $119.2 million were 34% above 2003
levels. The construction equipment segment comprised 67% of Company net sales in 2004
versus 64% in 2003. The agricultural equipment segment was 33% of Company net sales in
2004 versus 36% in 2003.

Income
from operations in 2004 was $20.7 million, with the construction equipment segment
accounting for $19.2 million and the agricultural equipment segment accounting for $1.5
million. Interest expense in 2004 decreased $0.8 million, to $2.8 million. Net other
expense consisting primarily of foreign currency transaction gains and the costs of
selling finance contracts receivable, was $0.2 million in 2004, a $0.5 million decrease
from 2003 net other income of $0.3 million.

The
Companys total debt increased to $89.8 million at December 31, 2004 from $26.7
million at December 31, 2003. The increase was primarily due to an increase in finance
contracts receivable as the Company was retaining contracts for a sale under an asset
securitization program in the first quarter of 2005. In February, 2005, the Company
received proceeds of $23.3 million from the initial sale of finance contracts under the
securitization program. The proceeds from the sale were used to pay down debt. See
Liquidity and Capital Resources below for discussion of finance contracts
receivable.

# Asset Impairment and
Other Restructuring Costs

On
September 26, 2001, the Company adopted several major plant rationalization initiatives to
improve the Companys profitability by consolidating certain operations. These
initiatives were completed during 2002 as the Company closed its manufacturing facility in
Owatonna, Minnesota (Owatonna) and transferred production of Mustang skid
loaders to the Companys skid steer loader facility in Madison, South Dakota. In
addition, the Companys manufacturing facility in Lebanon, Pennsylvania
(Lebanon) was closed and the production of certain products formerly
manufactured at that facility was outsourced. The Company anticipated annual profitability
improvements, starting in 2003, of approximately $3.5 million dollars primarily resulting
from a reduction in headcount and reduced fixed manufacturing expenses ($3.2 million
reduction in cost of goods sold and $0.3 million reduction in selling, general and
administrative expenses). The Company did not recognize approximately $0.5 million of
these savings during 2003 as certain fixed expenses related to the manufacturing
facilities were incurred as a result of the delay in selling the Lebanon and Owatonna
facilities (see further discussion below).

During
the third quarter ended September 27, 2003, the Company recorded a $3.6 million asset
impairment charge to adjust the carrying value of the Lebanon and Owatonna facilities and
assets to their fair value less cost to sell. Of the $3.6 million charge, $1.2 million and
$2.4 million related to the construction equipment and agricultural equipment segments,
respectively. The Company sold the Lebanon facility in the 2003 fourth quarter and the
Owatonna facility in the 2004 third quarter.

During
the year ended December 31, 2003, the Company expensed $0.5 million of other charges
related to the plant rationalization initiatives. No such charges were expensed in the
year ended December 31, 2004.

Through
December 31, 2004, the Company incurred total asset impairment, restructuring and other
related charges of $9.4 million related to the plant rationalization initiatives. The
Company does not anticipate incurring any additional costs related to the completed plant
rationalization initiatives.

12

---

# Sale of Common Stock

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

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

# Results of Operations

# 2004 vs. 2003

Net Sales

|2004                  
|----------------------
|Construction Equipment
|Agricultural Equipment
|                      
|Total                 
|(% of total)          
|Construction Equipment
|Agricultural Equipment
|                      

Net
sales for 2004 were $361.6 million compared to $244.4 million in 2003, an increase of 48%.
Gehl construction equipment segment net sales were $242.4 million in 2004, a 56% increase
from 2003 net sales of $155.5 million. The construction equipment segment, in general, was
favorably impacted by the improved economic conditions during 2004, including an increase
in housing starts of nearly 6%. Skid loader sales in 2004 were up 45% from 2003 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 sales more than doubled during
2004 compared to 2003 as demand from rental customers was strong. Demand for compact track
loaders, a product introduced in mid-2002, continued to grow and resulted in sales
increasing over 85% during 2004 compared to 2003. The Companys European subsidiary,
Gehl Europe, increased sales 53% from 2003 and the Companys, attachment subsidiary,
CE Attachments, Inc., increased sales 31% from 2003.

Gehl
agricultural equipment segment net sales were $119.2 million in 2004, an increase of 34%
from $88.9 million in 2003. The agricultural segment, in general, was favorably impacted
by the improved economic conditions during 2004 as well as improved milk prices paid to
dairy farmers in 2004 over 2003. Skid loader sales during 2004 increased nearly 39% from
2003. Demand for compact track loaders was also strong as 2004 sales more than doubled
from 2003. In addition, sales of agricultural implements in 2004 increased over 10% from
2003.

Of
the Companys total net sales reported for 2004, $57.0 million were made to customers
residing outside of the United States compared with $50.5 million in 2003. The increase
was due primarily to increased sales in Europe.

Gross Profit

Gross profit in 2004 was $71.7
million compared to $51.4 million in 2003. Gross profit as a percentage of net sales
(gross margin) was 19.8% in 2004 compared to 21.0% in 2003. Gross margin for
the construction equipment segment was 21.7% for 2004 compared with 23.3% for 2003. Gross
margin for the agricultural equipment segment was 15.9% for 2004 compared to 17.1% for
2003. The 2004 gross margin for both segments was negatively impacted by higher steel and
component part costs, costs of finished goods sourced from overseas due to the weak U.S.
dollar versus the Euro and the yen and manufacturing inefficiencies associated with the
start-up of production of the new Gehl skid loader models in early 2004. These cost
increases, which adversely impacted margins by approximately 3.9%, have been partially
offset by selective selling price increases in the first, third and fourth quarters of
2004, as well lower levels of discounts and sales incentives, which improved margins by
approximately 2.7%.

13

---

Lower
levels of discounts and sales incentives as well as the impact of 2004 price increases
favorably impacted the agricultural equipment segment gross margin by approximately 6.1%.
This favorable impact was more than offset by an approximate 4.7% reduction in gross
margin due to the product cost issues noted above as well as an unfavorable mix of
products shipped, which further reduced gross margins by approximately 2.6%.

The
2004 price increases and a favorable mix of product shipments favorably impacted
construction equipment segment gross margins by approximately 3.2%. This favorable impact
was more than offset by an approximate 4.8% reduction in gross margin due to the product
cost issues noted above.

Selling, General and
Administrative Expenses

Selling,
general and administrative expenses were $51.0 million, or 14.1% of net sales, in 2004
compared to $42.5 million, or 17.4% of net sales, in 2003. The increase in spending is
primarily the result of items that vary with sales levels as well as increased costs
associated with efforts to comply with the 2002 Sarbanes-Oxley Act, which totaled
approximately $0.6 million. However, selling, general and administrative expenses as a
percentage of net sales improved as the growth in net sales exceeded expense increases.

Income (Loss) from
Operations

|2004                  
|----------------------
|Construction Equipment
|Agricultural Equipment
|                      
|Total                 
|                      

Income
from operations for 2004 was $20.7 million, or 5.7% of net sales, compared to a $4.9
million, or 2.0% of net sales, for the 2003, an increase of $15.8 million. The 2003 income
from operations reflects the impact of the $3.6 million impairment charge discussed in
Asset Impairment and Other Restructuring Costs above. Of the $3.6 million
charge, $1.2 million and $2.4 million related to the construction equipment and
agricultural equipment segments, respectively.

Interest Expense

Interest
expense decreased $0.8 million, or 22%, to $2.8 million in 2004 compared to $3.6 million
in 2003. The decrease in the Companys average outstanding debt balance and lower
average borrowing costs contributed to a decrease in the 2004 interest expense. See
Liquidity and Capital Resources below for discussion of changes in outstanding
debt.

Interest Income

Interest
income increased $0.5 million, or 30%, to $2.3 million in 2004 compared to $1.8 million in
2003. The increase in interest income is primarily due to the interest earned on the
increased balance of finance contracts receivable as the Company was retaining contracts
for a sale under an asset securitization program. See Liquidity and Capital
Resources below for discussion of the change in finance contracts receivable.

14

---

Other income (expense),
net

The
Company incurred net other expense of $0.2 million in 2004 compared to net other income of
$0.3 million in 2003. The change was primarily due to the Companys costs of selling
retail finance contracts during 2004 increasing $0.4 million from 2003 due to an
increasing interest rate environment.

Provision for Income
Taxes

The
Companys effective income tax rate was 33.0% in 2004 and 21.6% in 2003. The increase
in the effective tax rate was primarily due to the favorable impact of a $0.4 million tax
adjustment relating to the finalization of prior year tax returns during the fourth
quarter of 2003.

Net Income

Net
income was $13.4 million for 2004 compared with $2.6 million for 2003, an increase of
$10.8 million. Diluted earnings per share were $2.20 in 2004 compared to $.49 in 2003. Net
income in 2003 includes the after-tax impairment charge of $2.4 million, or $.44 per
diluted share, and an after-tax charge of $0.3 million, or $.06 per diluted share,
relating to the Companys plant rationalization initiatives. In addition, 2003 net
income was favorably impacted by a $0.4 million, or $.07 per diluted share, tax adjustment
related to finalization of prior year tax returns during the 2003 fourth quarter. No
dividends were declared in either 2004 or 2003 on the Companys common stock.

# 2003 vs. 2002

Net
sales for 2003 were $244.4 million compared to $232.6 million in 2002, an increase of 5%.
Gehl construction equipment segment net sales were $155.5 million in 2003, a 15% increase
from 2002 net sales of $135.1 million.

The
increase in construction equipment segment net sales was primarily due to strong demand
throughout the year for compact track loaders, a new product line introduced in the second
quarter of 2002, as shipments of this product increased nearly 150% from 2002, as well as
increased demand for telescopic handlers and compact excavators in the second half of the
year as 2003 shipments increased approximately 14% and 17%, respectively, from 2002
levels. In addition, the Companys attachment business and European subsidiary, Gehl
Europe, had increased 2003 shipments of 35% and 47%, respectively, from 2002. These
favorable impacts on net sales were partially offset by an approximate 8% reduction in
skid loader shipments, primarily due to weaker demand in the first half of 2003 as well as
a managed reduction in shipments in the 2003 fourth quarter prior to the launch of the new
40 series skid loaders in the 2004 first quarter.

Gehl
agricultural equipment segment net sales were $88.9 million in 2003, down 9% from $97.5
million in 2002. Shipments of agricultural implements and skid loaders during the first
nine months of 2003 were adversely impacted by low milk prices as 2003 shipments decreased
approximately 4% and 10%, respectively, from 2002. Skid Loader shipments were also
adversely impacted by the Companys managed reduction in shipments in the 2003 fourth
quarter prior to the launch of the new 40 series skid loaders in the 2004 first quarter.
Increases in milk prices during the 2003 third quarter resulted in increased agricultural
implement shipments in the fourth quarter, partially offsetting the reduced sales in the
first nine months of 2003. In addition, increased sales by the Companys attachment
business of nearly 37% from 2002, as well as an approximate 47% increase in shipments of
compact track loaders, introduced in the second quarter of 2002, partially offset the
reduced agricultural implement and skid loader shipments.

Of
the Companys total net sales reported for 2003, $50.5 million were made to customers
residing outside of the United States compared with $43.9 million in 2002. The increase
was due primarily to the increased sales in Canada and Europe.

15

---

Gross Profit

Gross
profit in 2003 was $51.4 million compared to $48.8 million in 2002. Gross margin was 21.0%
in both 2003 and 2002.

Gross
margin for the construction equipment segment was 23.3% in 2003 compared with 21.3% in
2002. Approximately 1% of the increase in the gross margin for the construction equipment
segment was the result of improved manufacturing efficiencies, increased levels of
production and favorable effects of the 2002 Owatonna, Minnesota plant closure. In
addition, approximately 1% of the gross margin improvement was the result of a favorable
mix of products shipped and product price increases during 2003.

Gross
margin for the agricultural equipment segment was 17.1% in 2003 compared with 20.5% in
2002. The decrease in agricultural equipment gross margin was due to significant
competitive pressure resulting in higher sales discounts and sales incentives, which
adversely impacted gross margin by approximately 4%. In addition, a less favorable mix of
product shipments further reduced gross margin by approximately 1%. These gross margin
reductions of approximately 5.0% were partially offset by the favorable impact of product
price increases during 2003.

Selling, General and
Administrative Expenses

Selling,
general and administrative expenses were $42.5 million, or 17.4% of net sales, in 2003
compared to $42.7 million, or 18.4% of net sales, in 2002. The decrease in selling,
general and administrative expenses as a percentage of net sales was due to a 5% increase
in net sales from 2002 combined with consistent levels of expenses between 2003 and 2002.

Income (Loss) from
Operations

The
decrease in income from operations in 2003 was primarily due to $4.1 million of charges
relating to the Companys previously announced plant rationalization initiatives,
which increased $3.0 million from the $1.1 million of charges in 2002. Partially
offsetting the effect of these charges was income generated from increased net sales
during 2003.

Construction
equipment segment income from operations increased in 2003 to $7.9 million from $4.3
million in 2002 primarily due to the 15% increase in net sales from 2002 and the increase
in gross margin to 23.3% from 21.3% in 2002. The favorable impact of the increase in net
sales and gross margin improvement were partially offset by $1.5 million in charges
related to the Companys plant rationalization initiatives, which increased $1.0
million from $0.5 million in 2002. The agricultural equipment segment incurred a loss from
operations of $3.0 million in 2003 compared to income from operations of $0.9 million in
2002. Reduced agricultural segment net sales, a reduction in gross margin and $2.6 million
in charges related to the Companys plant rationalization initiatives, which
increased $2.1 million from $0.5 million in 2002, contributed to the 2003 loss from
operations.

Interest Expense

Interest
expense decreased $0.4 million to $3.6 million in 2003 compared to $4.1 million in 2002.
The decrease in interest expense was due to decreased debt levels during 2003, as debt was
$26.7 million at December 31, 2003 compared to $57.9 million at December 31, 2002. The
majority of the debt reduction occurred during the fourth quarter of 2003 as the Company
provided $31.1 million of cash flow from operations in the quarter.

Other income (expense),
net

The
Company benefited from other income, net of $0.3 million in 2003 compared to other
expense, net of $1.5 million in 2002. This difference resulted from reduced costs of
selling retail finance contracts due to the overall lower interest rate environment and
more favorable foreign exchange transaction gains in 2003 versus 2002.

16

---

Provision for Income
Taxes

The
Companys effective income tax rate was 21.6% in 2003 and 35.0% in 2002. The decrease
in the effective tax rate is primarily due to the favorable impact of a $0.4 million tax
adjustment relating to the finalization of prior year tax returns during the fourth
quarter of 2003.

Net Income

Net
income increased to $2.6 million in 2003 from $1.0 million of net income in 2002. Diluted
earnings per share were $.49 in 2003 compared to $.19 in 2002. Net income in 2003 includes
an after-tax impairment charge of $2.4 million, or $.44 per diluted share, and an
after-tax charge of $0.3 million, or $.06 per diluted share, relating to the
Companys plant rationalization initiatives. In addition, 2003 net income was
favorably impacted by a $0.4 million, or $.07 per diluted share, tax adjustment related to
finalization of prior year tax returns during the fourth quarter. Net income in 2002
includes an after-tax charge of $0.6 million, or $.11 per diluted share, relating to the
Companys plant rationalization initiatives. No dividends were declared in either
2003 or 2002 on the Companys common stock.

# Liquidity and Capital
Resources

Working Capital

The
Companys working capital increased to $162.8 million at December 31, 2004 from $83.3
million twelve months earlier. The increase was primarily the result of increases in
accounts receivable (see below), finance contracts receivable (see below) and inventories
offset by increases in short-term borrowings (see below) and accounts payable. The $7.3
million increase in inventories was primarily due to increased production as a result of
the 48% increase in sales during 2004. The $10.3 million increase in accounts payable was
primarily due to the increased production as well as the timing of scheduled payments
resulting from a change in the mix of vendors from the year-ago period.

Accounts Receivable

The
Companys net accounts receivable increased $31.0 million to $123.5 million at
December 31, 2004. The increase in accounts receivable was due to the strong shipments in
2004, which were primarily driven by the shipments of the new Gehl brand skid loaders,
strong demand for telescopic handlers and compact track loaders as well increased sales
from the Companys subsidiaries Gehl Europe and CE Attachments, Inc.

Finance Contracts
Receivable

Current
net finance contracts receivable increased $70.8 million to $73.3 million at December 31,
2004. Finance contracts receivable increased as the Company retained contracts for a sale
under an asset securitization program in the first quarter of 2005. In February, 2005, the
Company received proceeds of $23.3 million from the initial sale of finance contracts
under the securitization program. See Off Balance Sheet Arrangements  Sales of
Finance Contracts Receivable following for additional discussion.

Short-term Borrowings

At
December 31, 2004 the Company had borrowed $20.2 million on a term basis from a commercial
bank lender. These borrowings bear interest at 2.5% above the London Interbank Offered
Rate for three month deposits reset on a monthly basis. Borrowings are secured by a first
priority lien on an assigned pool of finance contracts receivable.

17

---

Capital Expenditures

|2004                
|--------------------
|Capital Expenditures
|Depreciation        
|                    

The
Company expended $3.7 million for property, plant and equipment in 2004, the majority of
which was incurred to maintain and upgrade machinery and equipment. The Company plans to
make up to $16.7 million in capital expenditures in 2005. Of the $16.7 million, $7.9
million relates to a project, approved by the Board of Directors in October 2004, to
expand manufacturing capacity by the third quarter of 2005. The additional $8.8 million
primarily relates to expenditures to enhance manufacturing and information technology as
well as upgrade and maintain machinery and equipment. The Company had outstanding
commitments for capital items at December 31, 2004 of approximately $10.0 million. The
Company believes its present manufacturing facilities, with the planned capacity
expansion, will be sufficient to provide adequate capacity for its operations through the
foreseeable future.

Debt and Equity

|2004                
|--------------------
|($ millions)        
|Total Debt          
|Shareholders' Equity
|% Total Debt to     
|Total Capitalization
|                    

At
December 31, 2004, shareholders equity had increased $38.5 million to $136.5 million
from $98.0 million a year earlier. This increase primarily reflects the impact of the
$19.8 million in proceeds received from the sale of 961,768 shares of the Companys
common stock in conjunction with the establishment of the strategic alliance with Manitou
(see Sale of Common Stock above), 2004 net income of $13.4 million, $4.1
million related to the exercise of stock options, favorable currency translation
adjustment of $0.7 million and a $0.4 million reduction in the Companys minimum
pension liability adjustment, net of tax.

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 2004. The Company
repurchased 73,700 and 63,200 shares in the open market under this authorization at a cost
of $729,000 and $692,000 during 2003 and 2002, respectively. As of December 31, 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.

Borrowing Arrangements

The
Company maintains a $75 million line of credit facility (the Facility) which
expires December 31, 2007, and is subject to a borrowing base related to the
Companys accounts receivable, unassigned finance contracts receivable and
inventories. Under the terms of the Facility, the line of credit is increased to $90
million each year for the time period March 1 to July 15. Amendments to the Facility in
September and December of 2004 extended the $90 million line of credit through December
31, 2004 and February 28, 2005, respectively. The interest rate paid on borrowings
denominated in U.S. dollars is 2.5% to 2.65% above the London Interbank Offered Rate for
one-month deposits. Under the Facility, the Company may borrow Canadian denominated
dollars, up to U.S. $5.5 million, at an interest rate equal to 2.5% above the Canadian
one-month bankers acceptance rates. At December 31, 2004, the Company had unused
borrowing capacity of $19.3 million under the Facility, versus $46.8 million a year
earlier.

18

---

In
December 2004 the Company borrowed $20.2 million on a term basis from a commercial bank
lender. This borrowing bears interest at 2.5% above the London Interbank Offered Rate for
three-month deposits reset on a monthly basis. Borrowings are secured by a first priority
lien on an assigned pool of finance contracts receivable.

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
2005 will continue to be funded by operations and borrowings under the Facility.

Contractual Obligations

A
summary of the Companys significant contractual obligations as of December 31, 2004
are as follows (in thousands):

|                             
|-----------------------------
|Contractual Obligations:     
|Debt Obligations             
|Capital Expenditures         
|Operating Leases             
|                             
|Total Contractual Obligations
|                             

Off-Balance Sheet
Arrangements  Sales of Finance Contracts Receivable

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 December 31,
2004, the Company serviced $232.9 million of such contracts, of which $149.3 million were
owned by third parties. Losses on finance contracts due to customer nonperformance were
$540,000 in 2004 as compared to $551,000 in 2003. As a percentage of outstanding serviced
contracts, the loss ratios were .3% in 2004 and 2003.

The
Company recorded a loss of $0.3 million in selling $65.5 million of its finance contracts
in 2004, as compared to a gain of $0.1 million in selling $121.8 million of such contracts
in 2003. The gain or loss arises primarily from the difference between the weighted
average interest rate on the contracts being sold and the interest rate negotiated with
the purchaser of the contracts.

In
February 2005, the Company entered into an asset securitization program with a financial
institution whereby the Company can sell, through a revolving facility, up to $150 million
of finance contracts. The proceeds from the first sale in February 2005 totaled $23.3
million and were used to pay down debt. It is the intention of the Company to continue to
sell substantially all of its existing as well as future finance contracts through this
asset securitization program or similar asset securitization programs.

The
Company believes that it will be able to arrange sufficient capacity to sell its finance
contracts for the foreseeable future.

# Accounting Pronouncements

During
December 2004, the Financial Accounting Standards Board (FASB) issued SFAS
No. 123R, Share-Based Payment (SFAS 123R), which requires companies to
measure and recognize compensation expense for all stock-based payments at fair value.
Stock-based payments include stock option grants and other certain transactions under
Company stock plans. The Company grants options to purchase common stock to some of its
employees and directors under various plans at prices equal to the market value of the
stock on the dates the options were granted. SFAS 123R is effective for all interim or
annual periods beginning after June 15, 2005. The Company is currently evaluating the
impact that the adoption of SFAS 123R will have on its consolidated financial position,
results of operations and cash flows.

19

---

# Critical Accounting
Policies and Estimates

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

Allowance for Doubtful Accounts

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

Inventories

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

Accrued Warranty

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

Accrued Product Liability

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

Goodwill Impairment

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

20

---

Pension and Postretirement
Benefits

Pension
and postretirement 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.

# 2005 Outlook

The
Company expects demand, in general, for compact construction equipment in the North
American market during 2005 to increase 6% to 9% over 2004 levels, while demand for
agricultural implements in the North American market to be flat to up 5% compared to 2004.

Based
on the current market outlook, the Company expects its 2005 net sales to increase 10% to
12% over 2004 levels. The Company expects its operating margins to improve as the result
of continued initiatives to manage costs and improve efficiencies throughout the
organization, and higher production levels at its manufacturing facilities.

Provided
general economic conditions continue to be favorable, steel prices stabilize, and the
availability of product from the Companys suppliers is sufficient to meet demand,
the Company expects to earn in the range of $2.45 to $2.55 per diluted share in 2005.

# Item 7A. Quantitative
and Qualitative Disclosures About Market Risk

# Market Risk

The
Company is exposed to market risk from changes in interest rates as well as fluctuations
in currency. See further disclosure relating to variable rate debt under
Managements Discussion and Analysis and Results of Operations  Liquidity
and Capital Resources  Borrowing Arrangements included in Item 7 of this Form
10-K.

# Interest Rate Risk

The
Companys Facility is primarily LIBOR-based and is subject to interest rate
movements. A 10% increase or decrease in the average cost of the Companys variable
rate debt would result in a change in pre-tax interest expense of approximately $350,000
based upon borrowings outstanding at December 31, 2004.

# Commodity Risk

The
Company is exposed to fluctuations in market prices for commodities, especially steel. The
Company has established arrangements to manage the negotiations of commodity prices and,
where possible, to limit near-term exposure to fluctuations in raw material prices.

# Currency Risk

The
Company has limited exposure to foreign currency exchange fluctuations. Certain sales are
made in Canadian dollars; however, to minimize this exposure, the Company borrows in
Canadian dollars under the Facility. The Company purchases certain inventory components
and finished goods from suppliers in Europe and Japan. To the extent the U.S. dollar
strengthens or weakens against the Euro and the Yen, the Companys purchase price
could be affected.

21

---

# Item 8. Financial
Statements and Supplementary Data

# INDEX TO FINANCIAL
STATEMENTS AND FINANCIAL STATEMENT SCHEDULES

|                                                                       
|-----------------------------------------------------------------------
|Financial Statements:                                                  
|Management's Annual Report on Internal Control Over Financial Reporting
|Report of Independent Registered Public Accounting Firm                
|Consolidated Balance Sheets at December 31, 2004 and 2003              
|Consolidated Statements of Income for the                              
|three years ended December 31, 2004                                    
|Consolidated Statements of Shareholders' Equity for the                
|three years ended December 31, 2004                                    
|Consolidated Statements of Cash Flows for the                          
|three years ended December 31, 2004                                    
|Notes to Consolidated Financial Statements                             
|Page                                                                   
|Financial Statement Schedule:                                          
|Schedule II - Valuation and Qualifying Accounts for the                
|three years ended December 31, 2004                                    

All other schedules are omitted
because they are not applicable or the required information is shown in the financial
statements or notes thereto.

22

---

# Managements
Annual Report on Internal Control Over Financial Reporting

The
Companys management is responsible for establishing and maintaining adequate
internal control over financial reporting, as such term is defined in Rules 13a-15(f) and
15d-15(f) under the Securities Exchange Act of 1934. The Companys internal control
over financial reporting is designed to provide reasonable assurance regarding the
reliability of financial reporting and the preparation of financial statements for
external purposes in accordance with accounting principles generally accepted in the
United States.

Because
of its inherent limitations, internal control over financial reporting may not prevent or
detect misstatements. Also, projections of any evaluation of effectiveness to future
periods are subject to risk that controls may become inadequate because of changes in
conditions, or that the degree of compliance with the policies or procedures may
deteriorate.

The
Companys management assessed the effectiveness of the Companys internal
control over financial reporting as of December 31, 2004 using the criteria set forth in
Internal Control  Integrated Framework issued by the Committee of Sponsoring
Organizations of the Treadway Commission. Based on this assessment, the Companys
management believes that, as of December 31, 2004, the Companys internal control
over financial reporting was effective based on those criteria.

Our
assessment of the effectiveness of our internal control over financial reporting as of
December 31, 2004 has been audited by PricewaterhouseCoopers LLP, an independent
registered public accounting firm, as stated in their report which is included herein.

/s/ William D. Gehl William D.
GehlChairman of the Board of Directorsand Chief Executive Officer

/s/ Thomas M. Rettler  Thomas M.
Rettler  Vice President and Chief Financial Officer

23

---

# Report of Independent
Registered Public Accounting Firm

To the Board of Directors and
Shareholders of Gehl Company,

We
have completed an integrated audit of Gehl Companys December 31, 2004 consolidated
financial statements and of its internal control over financial reporting as of December
31, 2004 and audits of its December 31, 2003 and December 31, 2002 consolidated financial
statements in accordance with the standards of the Public Company Accounting Oversight
Board (United States). Our opinions, based on our audits, are presented below.

Consolidated financial
statements and financial statement schedule

In
our opinion, the consolidated financial statements listed in the accompanying index
present fairly, in all material respects, the financial position of Gehl Company and its
subsidiaries at December 31, 2004 and December 31, 2003, and the results of their
operations and their cash flows for each of the three years in the period ended December
31, 2004 in conformity with accounting principles generally accepted in the United States
of America. In addition, in our opinion, the financial statement schedule listed in the
accompanying index presents fairly, in all material respects, the information set forth
therein when read in conjunction with the related consolidated financial statements. These
financial statements and financial statement schedule are the responsibility of the
Companys management. Our responsibility is to express an opinion on these financial
statements and financial statement schedule based on our audits. We conducted our audits
of these statements in accordance with the standards of the Public Company Accounting
Oversight Board (United States). Those standards require that we plan and perform the
audit to obtain reasonable assurance about whether the financial statements are free of
material misstatement. An audit of financial statements includes examining, on a test
basis, evidence supporting the amounts and disclosures in the financial statements,
assessing the accounting principles used and significant estimates made by management, and
evaluating the overall financial statement presentation. We believe that our audits
provide a reasonable basis for our opinion.

Internal control over
financial reporting

Also,
in our opinion, managements assessment, included in Managements Report on
Internal Control Over Financial Reporting appearing under Item 8, that the Company
maintained effective internal control over financial reporting as of December 31, 2004
based on criteria established in Internal Control  Integrated Framework
issued by the Committee of Sponsoring Organizations of the Treadway Commission (COSO), is
fairly stated, in all material respects, based on those criteria. Furthermore, in our
opinion, the Company maintained, in all material respects, effective internal control over
financial reporting as of December 31, 2004, based on criteria established in Internal
Control  Integrated Framework issued by the COSO. The Companys management
is responsible for maintaining effective internal control over financial reporting and for
its assessment of the effectiveness of internal control over financial reporting. Our
responsibility is to express opinions on managements assessment and on the
effectiveness of the Companys internal control over financial reporting based on our
audit. We conducted our audit of internal control over financial reporting in accordance
with the standards of the Public Company Accounting Oversight Board (United States). Those
standards require that we plan and perform the audit to obtain reasonable assurance about
whether effective internal control over financial reporting was maintained in all material
respects. An audit of internal control over financial reporting includes obtaining an
understanding of internal control over financial reporting, evaluating managements
assessment, testing and evaluating the design and operating effectiveness of internal
control, and performing such other procedures as we consider necessary in the
circumstances. We believe that our audit provides a reasonable basis for our opinions.

24

---

A
companys internal control over financial reporting is a process designed to provide
reasonable assurance regarding the reliability of financial reporting and the preparation
of financial statements for external purposes in accordance with generally accepted
accounting principles. A companys internal control over financial reporting includes
those policies and procedures that (i) pertain to the maintenance of records that, in
reasonable detail, accurately and fairly reflect the transactions and dispositions of the
assets of the company; (ii) provide reasonable assurance that transactions are
recorded as necessary to permit preparation of financial statements in accordance with
generally accepted accounting principles, and that receipts and expenditures of the
company are being made only in accordance with authorizations of management and directors
of the company; and (iii) provide reasonable assurance regarding prevention or timely
detection of unauthorized acquisition, use, or disposition of the companys assets
that could have a material effect on the financial statements.

Because
of its inherent limitations, internal control over financial reporting may not prevent or
detect misstatements. Also, projections of any evaluation of effectiveness to future
periods are subject to the risk that controls may become inadequate because of changes in
conditions, or that the degree of compliance with the policies or procedures may
deteriorate.

/s/ PricewaterhouseCoopers
LLPMilwaukee, Wisconsin  March 4, 2005

25

---

# Gehl Company and
Subsidiaries  Consolidated Balance Sheets

|2004                                                                 
|---------------------------------------------------------------------
|Assets                                                               
|Cash                                                                 
|Accounts receivable-net                                              
|Finance contracts receivable-net                                     
|Inventories                                                          
|Deferred income tax assets                                           
|Prepaid expenses and other current assets                            
|                                                                     
|Total current assets                                                 
|                                                                     
|Property, plant and equipment-net                                    
|Finance contracts receivable-net, non-current                        
|Goodwill                                                             
|Other assets                                                         
|                                                                     
|Total assets                                                         
|                                                                     
|Liabilities and Shareholders' Equity                                 
|Current portion of long-term debt obligations                        
|Short-term debt obligations                                          
|Accounts payable                                                     
|Accrued and other current liabilities                                
|                                                                     
|Total current liabilities                                            
|                                                                     
|Line of credit facility                                              
|Long-term debt obligations                                           
|Deferred income tax liabilities                                      
|Other long-term liabilities                                          
|                                                                     
|Total long-term liabilities                                          
|                                                                     
|Common stock, $.10 par value, 25,000,000 shares authorized, 6,621,215
|and 5,333,439 shares outstanding at December 31, 2004 and 2003,      
|respectively                                                         
|Preferred stock, $.10 par value, 2,000,000 shares authorized, 250,000
|shares designated as Series A preferred stock, no shares issued      
|Capital in excess of par                                             
|Retained earnings                                                    
|Accumulated other comprehensive loss                                 
|                                                                     
|Total shareholders' equity                                           
|                                                                     
|Total liabilities and shareholders' equity                           
|                                                                     
|Contingencies (Notes 2 and 15)                                       
|                                                                     

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

26

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# Gehl Company and
Subsidiaries Consolidated Statements of Income

|2004                                          
|----------------------------------------------
|Net sales                                     
|Cost of goods sold                            
|                                              
|Gross profit                                  
|Selling, general and administrative expenses  
|Asset impairment and other restructuring costs
|                                              
|Total operating expenses                      
|                                              
|Income from operations                        
|Interest expense                              
|Interest income                               
|Other (expense) income, net                   
|                                              
|Income before income taxes                    
|Provision for income taxes                    
|                                              
|Net income                                    
|                                              
|Diluted net income per common share           
|                                              
|Basic net income per common share             
|                                              

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

27

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# Gehl Company and
Subsidiaries  Consolidated Statements of Shareholders Equity

|In Thousands                                          | Total |  | Comprehensive
Income (Loss) |         | Retained
Earnings |   | Accumulated
Other
Comprehensive
Loss |   | Common
Stock |         | Capital
In Excess
of Par |  
|----------------------------------------------------- | ----- |  | --------------------------- | ------- | ----------------- | - | ------------------------------------ | - | ------------ | ------- | ------------------------ | -
|Balance at December 31, 2001                          |       |  | $                           | 100,021 |                   |   |                                      |   | $            | 98,429  |                          | $
|Comprehensive income:                                 |       | 
|Net income                                            |       |  |                             | 1,043   |                   | $ | 1,043                                |   |              | 1,043   |                          |  
|Minimum pension liability                             |       | 
|adjustments, net of $2,839 of taxes                   |       |  |                             | (5,272  | )                 |   | (5,272                               | ) |              |         |                          |  
|Currency translation adjustment                       |       |  |                             | 551     |                   |   | 551                                  |   |              |         |                          |  
|Unrealized  gains (losses),  net of $138     of taxes |       |  |                             | (256    | )                 |   | (256                                 | ) |              |         |                          |  
|                                                      |       | 
|                                                      |       |  |                             |         |                   |  
|Comprehensive loss                                    |       |  |                             |         |                   |   | (3,934                               | ) |              |         |                          |  
|                                                      |       |  |                             |         |                   |  
|Exercise of stock options, including tax              |       | 
|benefit of $120                                       |       |  |                             | 743     |                   |   |                                      |   |              |         |                          |  
|Treasury stock purchases/cancellations                |       |  |                             | (692    | )                 |   |                                      |   |              |         |                          |  
|                                                     
|Balance at December 31, 2002                          |       |  |                             | 96,138  |                   |   |                                      |   |              | 99,472  |                          |  
|Comprehensive income:                                 |       | 
|Net income                                            |       |  |                             | 2,630   |                   |   | 2,630                                |   |              | 2,630   |                          |  
|Minimum pension liability                             |       | 
|adjustments, net of $855 of taxes                     |       |  |                             | (1,589  | )                 |   | (1,589                               | ) |              |         |                          |  
|Currency translation adjustment                       |       |  |                             | 995     |                   |   | 995                                  |   |              |         |                          |  
|Unrealized  gains (losses),  net of $104     of taxes |       |  |                             | 195     |                   |   | 195                                  |   |              |         |                          |  
|                                                      |       | 
|                                                      |       |  |                             |         |                   |  
|Comprehensive income                                  |       |  |                             |         |                   |   | 2,231                                |   |              |         |                          |  
|                                                      |       |  |                             |         |                   |  
|Exercise of stock options, including tax              |       | 
|benefit of $44                                        |       |  |                             | 360     |                   |   |                                      |   |              |         |                          |  
|Treasury stock purchases/cancellations                |       |  |                             | (729    | )                 |   |                                      |   |              |         |                          |  
|                                                     
|Balance at December 31, 2003                          |       |  |                             | 98,000  |                   |   |                                      |   |              | 102,102 |                          |  
|Comprehensive income:                                 |       | 
|Net income                                            |       |  |                             | 13,387  |                   |   | 13,387                               |   |              | 13,387  |                          |  
|Minimum pension liability                             |       | 
|adjustments, net of $229 of taxes                     |       |  |                             | 426     |                   |   | 426                                  |   |              |         |                          |  
|Currency translation adjustment                       |       |  |                             | 734     |                   |   | 734                                  |   |              |         |                          |  
|Unrealized  gains (losses),  net of      $15 of taxes |       |  |                             | 28      |                   |   | 28                                   |   |              |         |                          |  
|                                                      |       | 
|                                                      |       |  |                             |         |                   |  
|Comprehensive income                                  |       |  |                             |         |                   | $ | 14,575                               |   |              |         |                          |  
|                                                      |       |  |                             |         |                   |  
|Issuance of common stock                              |       |  |                             | 19,812  |                   |   |                                      |   |              |         |                          |  
|Exercise of stock options, including tax              |       | 
|benefit of $636, and other                            |       |  |                             | 4,074   |                   |   |                                      |   |              |         |                          |  
|                                                     
|Balance at December 31, 2004                          |       |  | $                           | 136,461 |                   |   |                                      |   | $            | 115,489 |                          | $
|                                                     

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

28

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# Gehl Company and
Subsidiaries  Consolidated Statements of Cash Flows

|2004                                                      
|----------------------------------------------------------
|Cash Flows from Operating Activities                      
|Net income                                                
|Adjustments to reconcile net income to net cash (used for)
|provided by operating activities:                         
|Depreciation and amortization                             
|Gain on sale of property, plant and equipment             
|Asset impairment (non-cash)                               
|Cost of sales of finance contracts                        
|Deferred income taxes                                     
|Tax benefit related to exercise of stock options          
|Proceeds from sales of finance contracts                  
|(Decrease) increase in cash, excluding the effects of     
|business acquisition, due to changes in:                  
|Accounts receivable-net                                   
|Finance contracts receivable-net                          
|Inventories                                               
|Prepaid expenses and other current assets                 
|Other assets                                              
|Accounts payable                                          
|Other liabilities                                         
|                                                          
|Net cash (used for) provided by operating activities      
|                                                          
|Cash Flows from Investing Activities                      
|Property, plant and equipment additions                   
|Proceeds from sale of property, plant and equipment       
|Acquisition of business, net of cash required             
|(Decrease) increase in other assets                       
|                                                          
|Net cash (used for) provided by investing activities      
|                                                          
|Cash Flows from Financing Activities                      
|Proceeds from (repayments of) revolving credit loans      
|Proceeds from short-term borrowings                       
|Repayment of industrial development bonds, net of debt    
|reserve fund of $649                                      
|Proceeds from other borrowings                            
|Repayments of other payments                              
|Proceeds from issuance of common stock                    
|Proceeds from exercise of stock options                   
|Treasury stock purchases                                  
|                                                          
|Net cash provided by (used for) financing activities      
|                                                          
|                                                          
|Net increase (decrease) in cash                           
|                                                          

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

29

---

# Gehl Company and
Subsidiaries Notes To Consolidated Financial Statements

# Note 1 
Significant Accounting Policies

Consolidation:Gehl
Company is engaged in the manufacture and distribution of equipment and machinery for the
construction market, and in the manufacture and distribution of equipment and machinery
primarily for the dairy, livestock and poultry agricultural sector. The consolidated
financial statements include the accounts of the Company and its wholly-owned
subsidiaries.  All intercompany transactions and balances are eliminated.

Use
of Estimates: The preparation of financial statements in conformity with accounting
principles generally accepted in the United States of America requires management to make
estimates and assumptions, in certain circumstances, which affect the reported amounts of
assets and liabilities at the date of the financial statements, and the reported amounts
of revenues and expenses during the reporting period. Ultimate realization of assets and
settlement of liabilities in the future could differ from those estimates.

Revenue
Recognition: The Company recognizes revenue when all of the following criteria are
met: persuasive evidence of an arrangement exists; delivery has occurred and ownership has
transferred to the dealer or distributor; the price to the dealer or distributor is fixed
and determinable; and collectibility is reasonably assured. The Company meets these
criteria for revenue recognition upon shipment of products to dealers and distributors.

Shipping
and Handling Costs:    The Company records revenues and costs
associated with shipping its products within net sales and cost of goods sold,
respectively.

Discounts
and Sales Incentives: The Company classifies the costs associated with discounts and
sales incentives provided to dealers and distributors as a reduction of net sales.
Discounts are recorded upon shipment and sales incentives are recorded when offered.

Accounts
Receivable: The Company provides financing for its dealers in both the construction
and agricultural markets. The financing agreements provide for, in certain instances,
interest-free periods which generally range from four to nine months.

Finance
Contracts Receivable: The Company offers financing for its products to retail
customers and to its dealers. Finance contracts require periodic installments of principal
and interest over periods of up to 60 months. Unearned interest is recognized over the
life of the contracts using the sum of the digits method.

Inventories:
Inventories are valued at the lower of cost or market. Cost is determined by the last-in,
first-out (LIFO) method for the majority of the Companys inventories.

Properties
and Depreciation: Properties are stated at cost. When properties are sold or otherwise
disposed of, cost and accumulated depreciation are removed from the respective accounts
and any gain or loss is included in income. The Company provides for depreciation of
assets using the straight-line method for financial reporting purposes and accelerated
methods for income tax purposes. Depreciation is recorded using the following estimated
useful lives for financial statement purposes:

|                              | Years  
|----------------------------- | -------
|                             
|Buildings                     | 25-31.5
|Machinery and equipment       | 7-12   
|Autos and trucks              | 3-5    
|Office furniture and fixtures | 3-5    
|                             

Expenditures
which substantially increase value or extend asset lives are capitalized. Expenditures for
maintenance and repairs are charged against income as incurred.

30

---

The
Company reviews the carrying value of long-lived assets for impairment whenever events or
changes in circumstances indicate that the carrying amount may not be recoverable. An
impairment would be determined based on a comparison of the undiscounted future operating
cash flows anticipated to be generated during the remaining life of the long-lived assets
to the carrying value. Measurement of any impairment loss would be based on discounted
operating cash flows.

Goodwill
and Other Intangible Assets: The Company adopted Statement of Financial Accounting
Standards (SFAS) No. 142, Goodwill and Other Intangible Assets,
effective January 1, 2002. Under SFAS No. 142, goodwill and intangible assets deemed to
have indefinite lives are no longer amortized; however, such assets must be tested for
impairment at least annually. Amortization continues to be recorded for other intangible
assets with definite lives. The Company is subject to financial statement risk in the
event that goodwill becomes impaired.

Foreign
Currency Transactions: Foreign currency transaction gains and (losses) are included in
the determination of income. Foreign currency gains were $228,000, $441,000 and $85,000 in
2004, 2003 and 2002, respectively.

Foreign
Currency Translation: Assets and liabilities of the Companys foreign subsidiary
are translated at current exchange rates, and related revenues and expenses are translated
at the weighted-average exchange rates in effect for the year. Net exchange gains or
losses resulting from the translation of foreign financial statements and the effect of
exchange rate changes on intercompany transactions of a long-term investment nature are
accumulated and credited or charged directly to a separate component of shareholders
equity, titled Accumulated Other Comprehensive Loss.

Income
Taxes: The Company follows the liability method in accounting for income taxes. The
liability method provides that deferred tax assets and liabilities be recorded based on
the difference between the tax basis of assets and liabilities and their carrying amounts
for financial reporting purposes.

Product
Liability Costs: The Company directly assumes all liability for costs associated with
claims up to specified limits in any policy year. Known incidents involving the
Companys products are investigated and reserves are established for any estimated
liability.

Environmental
Costs: Environmental expenditures that relate to current operations are expensed or
capitalized as appropriate. Expenditures that relate to an existing condition caused by
past operations, and that do not contribute to current or future revenue generation, are
expensed. Liabilities are recorded when environmental assessments and/or remedial efforts
are probable, and the costs can be reasonably estimated.

Research
and Development Costs: Costs for research activities relating to product development
and improvement are charged against income as incurred. Such costs amounted to
approximately $2.5 million, $2.6 million and $3.2 million in 2004, 2003 and 2002,
respectively.

Other
Income (Expense): Other income (expense) is comprised primarily of foreign currency
transaction gains (losses), cost of sales of finance contracts, and other nonoperating
items.

Comprehensive
Income: Comprehensive income is defined as the sum of net income and all other
non-owner changes in equity (or accumulated other comprehensive loss). The components of
accumulated other comprehensive loss were as follows (net of tax) (in thousands):

|2004                                 
|-------------------------------------
|Minimum pension liability adjustments
|Currency translation adjustments     
|Unrealized losses                    
|                                     
|Accumulated other comprehensive loss 
|                                     

31

---

Stock-Based
Compensation: The Company maintains stock option plans for certain of its directors,
officers and key employees, which are described more fully under Note
12Shareholders Equity. The Company accounts for these plans under the
recognition and measurement principles of APB 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. 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):

|2004                                                            
|----------------------------------------------------------------
|Net income, as reported                                         
|Less:  stock-based compensation expense determined based on 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                                                       
|                                                                

The
fair value of each option granted is estimated on the date of grant using the
Black-Scholes option-pricing model with the following weighted-average assumptions used
for grants in 2004, 2003 and 2002:

|2004                            
|--------------------------------
|Expected stock price volatility 
|Risk-free interest rate         
|Expected life of options - years
|                                

The
weighted-average grant-date fair value of options granted during 2004, 2003 and 2002 was
$11.02, $6.33 and $5.06, respectively.

Accounting
Pronouncements: During December 2004, the Financial Accounting Standards Board
(FASB) issued SFAS No. 123R, Share-Based Payment (SFAS 123R), which
requires companies to measure and recognize compensation expense for all stock-based
payments at fair value. Stock-based payments include stock option grants and certain
transactions under other Company stock plans. The Company grants options to purchase
common stock to some of its employees and directors under various plans at prices equal to
the market value of the stock on the dates the options were granted. SFAS 123R is
effective for all interim or annual periods beginning after June 15, 2005. The
Company is currently evaluating the impact that the adoption of SFAS 123R will have on its
consolidated financial position, results of operations and cash flows.

Reclassifications:
Certain prior year amounts have been reclassified to conform to the current year
presentation. Such reclassifications had no impact on previously reported net income.

32

---

# Note 2  Accounts
Receivable and Finance Contracts Receivable

Accounts
receivable and finance contracts receivable were comprised of the following (in
thousands):

|2004                           
|-------------------------------
|Accounts receivable            
|Less allowances for:           
|doubtful accounts              
|returns and dealer discounts   
|                               
|                               
|                               
|Finance contracts receivable   
|Less: unearned interest        
|allowance for doubtful accounts
|                               
|                               
|Less: non-current portion      
|                               
|Current portion                
|                               

The
finance contracts receivable at December 31, 2004 have a weighted-average interest rate of
approximately 4.0%.

The
Company has entered into various agreements with third parties to sell with recourse
certain finance contracts receivable. The finance contracts require periodic installments
of principal and interest over periods of up to 60 months, with interest rates based on
market conditions. The Company has retained the servicing of substantially all of these
contracts which generally have maturities of 12 to 48 months. Amounts to cover potential
losses on these sold receivables are included in the allowance for doubtful accounts. The
following summarizes the Companys sales of retail finance contracts receivable
during 2004, 2003 and 2002 (in thousands):

|2004                                                                          
|------------------------------------------------------------------------------
|Value of contracts sold - net of $6.3 million, $10.2 million and $7.5 million,
|respectively, of unearned interest                                            
|Cash received on sales of contracts                                           
|                                                                              
|Cost of sales of finance contracts                                            
|                                                                              
|Net receivables outstanding at December 31 relating to finance contracts sold 
|                                                                              

The
Company retains as collateral a security interest in the equipment associated with
accounts receivable and unsold finance contracts receivable. The Company also maintains
certain levels of dealer recourse deposits as additional security associated with finance
contracts receivable. The dealer recourse deposits totaled $2.4 million, $2.5 million and
$2.8 million at December 31, 2004, 2003 and 2002, respectively.

33

---

# Note 3  Inventories

The
LIFO costing method was used for 74% and 79% of the Companys inventories at December
31, 2004 and 2003, respectively. If all of the Companys inventories had been valued
on a current cost basis, which approximates FIFO value, estimated inventories by major
classification would have been as follows (in thousands):

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

# Note 4  Property,
Plant and Equipment  Net

Property,
plant and equipment consisted of the following (in thousands):

|2004                             
|---------------------------------
|Land                             
|Buildings                        
|Machinery and equipment          
|Autos and trucks                 
|Office furniture and fixtures    
|                                 
|                                 
|Less: accumulated depreciation   
|                                 
|Property, plant and equipment-net
|                                 

# Note 5  Goodwill

The
changes in the carrying amount of goodwill, which is entirely allocated to the
construction equipment segment, for the years ended December 31, 2004, 2003 and 2002 were
as follows (in thousands):

|                                | 
|------------------------------- | 
|                               
|Balance at December 31, 2002    | 
|Business acquisition adjustment | 
|                               
|Balance at December 31, 2003    | 
|                               
|Balance at December 31, 2004    | 
|                               

# Note 6  Acquisition

Effective
January 1, 2002, the Company began accounting for its investment in a German distributor
of compact equipment throughout Europe (Gehl Europe) as a consolidated
subsidiary, as a result of the Companys controlling influence on the operations of
Gehl Europe as of such date. Prior to January 1, 2002, the Company accounted for its
investment in Gehl Europe under the equity method.

In
December 2002, the Company acquired the remaining two-thirds of the outstanding shares of
Gehl Europe for $0.5 million, net of cash acquired, in order to support the Companys
strategy to expand distribution in the European compact equipment markets.

34

---

# Note 7  Debt
Obligations

A
summary of the Companys debt obligations, and related current maturities, is as
follows (in thousands):

|2004                      
|--------------------------
|Line of credit facility   
|Secured term loan         
|Other debt obligations    
|                          
|                          
|Less: current portion     
|                          
|Long-term debt obligations
|                          

The
Company maintains a $75 million line of credit facility (the Facility) which
expires December 31, 2007. Under the terms of the Facility, the line of credit is
increased to $90 million each year for the time period March 1 to July 15. Amendments to
the Facility in September and December of 2004 extended the $90 million line of credit
through December 31, 2004 and February 28, 2005, respectively. All other terms and
provisions in the current Facility remain unchanged. Interest is paid monthly on
outstanding borrowings under the Facility as follows: borrowings in Canadian denominated
dollars up to a U.S. $5.5 million credit line are at 2.5% above the Canadian one-month
bankers acceptance rates; the remainder of the borrowings are in U.S. dollars and
are at 2.5% to 2.65% above the London Interbank Offered Rate for one-month deposits
(LIBOR). Under the Facility, $25 million is tied to a borrowing base related to the
Companys unassigned finance contracts receivable and inventories. The remaining
availability is tied to a borrowing base related to the Companys accounts
receivable. Borrowings under the Facility are secured by finance contracts receivable,
inventories and accounts receivable.

At
December 31, 2004, the Company had unused borrowing capacity of approximately $19.3
million under the Facility. The Facility also includes financial covenants requiring the
maintenance of a minimum tangible net worth level and a maximum debt to equity ratio.

In
December 2004, the Company borrowed $20.2 million on a term basis from a commercial bank
lender. This borrowing bears interest at 2.5% above the London Interbank Offered Rate for
three month deposits reset on a monthly basis. Borrowings are secured by a first priority
lien on an assigned pool of finance contracts receivable.

Annual maturities of debt obligations
are as follows (in thousands):

|     | 
|---- | 
|    
|2005 | 
|2006 | 
|2007 | 
|2008 | 
|    
|     | 
|    

Interest
paid on total debt obligations was $2.8 million, $3.5 million and $4.0 million in 2004,
2003 and 2002, respectively.

35

---

# Note 8  Accrued
and Other Current Liabilities

Accrued
and other current liabilities were comprised of the following (in thousands):

|2004                           
|-------------------------------
|Accrued salaries and wages     
|Dealer recourse deposits       
|Accrued warranty costs         
|Accrued product liability costs
|Accrued pension obligations    
|Other                          
|                               
|                               
|                               

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 years ended December 31, 2004 and 2003 were as follows (in thousands):

|2004                                                                        
|----------------------------------------------------------------------------
|Balance beginning of year                                                   
|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 end of year                                                         
|                                                                            

# Note 9  Asset
Impairment and Other Restructuring Costs

On
September 26, 2001, the Company adopted several major plant rationalization initiatives to
improve the Companys profitability by consolidating certain operations. These
initiatives were completed during 2002 as the Company closed its manufacturing facility in
Owatonna, Minnesota (Owatonna) and transferred production of Mustang skid
loaders to the Companys skid steer loader facility in Madison, South Dakota. In
addition, the Companys manufacturing facility in Lebanon, Pennsylvania
(Lebanon) was closed and the production of certain products formerly
manufactured at that facility was outsourced.

During
the 2003 third quarter, the Company recorded a $3.6 million asset impairment charge to
adjust the carrying value of the Lebanon and Owatonna facilities and assets to their fair
value less cost to sell. Of the $3.6 million charge, $1.2 million and $2.4 million related
to the construction equipment and agricultural equipment segments, respectively. The
Company sold the Lebanon facility in the 2003 fourth quarter and the Owatonna facility in
the 2004 third quarter.

During
the year ended December 31, 2003, the Company expensed $0.5 million of other charges
related to the plant rationalization initiatives. No such charges were expensed in the
year ended December 31, 2004.

Through
December 31, 2004, the Company incurred total asset impairment, restructuring and other
related charges of $9.4 million related to the plant rationalization initiatives. The
Company does not anticipate incurring any additional costs related to the completed plant
rationalization initiatives.

36

---

# Note 10  Income
Taxes

The
income tax provision recorded for the years ended December 31, 2004, 2003 and 2002
consisted of the following (in thousands):

|Year Ended December 31, | Federal |  | State    |  | Foreign |   | Total  |  
|----------------------- | ------- |  | -------- |  | ------- | - | ------ | -
|2004                    |         |  | Current  |  |         | $ | 6,015  |  
|                        |         |  | Deferred |  |         |   | (1,058 | )
|                       
|                        |         |  | Total    |  |         | $ | 4,957  |  
|                       
|2003                    |         |  | Current  |  |         | $ | (1,329 | )
|                        |         |  | Deferred |  |         |   | 1,350  |  
|                       
|                        |         |  | Total    |  |         | $ | 21     |  
|                       
|2002                    |         |  | Current  |  |         | $ | (2,246 | )
|                        |         |  | Deferred |  |         |   | 2,509  |  
|                       
|                        |         |  | Total    |  |         | $ | 263    |  
|                       

Consolidated
domestic income before income taxes was $16.4 million, $2.0 million and $1.2 million for
2004, 2003 and 2002, respectively. Foreign income before income taxes was $3.6 million,
$1.4 million and $0.4 million for 2004, 2003 and 2002, respectively.

A
reconciliation between the reported income tax provision and the federal statutory rate
follows (as a percent of pre-tax income):

|2004                                                
|----------------------------------------------------
|Federal statutory rate                              
|State income taxes, net of Federal income tax effect
|Foreign export sale benefit and other tax credits   
|Foreign rate differential                           
|Finalization of prior year tax returns              
|Other, net                                          
|                                                    
|                                                    
|                                                    

37

---

The
Companys temporary differences and carryforwards which give rise to deferred tax
assets and liabilities consisted of the following (in thousands):

|2004                         
|-----------------------------
|Accrued expenses and reserves
|Asset valuation reserves     
|Pension benefits             
|Operating loss carryforwards 
|Tax credit carryforwards     
|Property, plant and equipment
|Other, net                   
|Valuation allowance          
|                             
|Net deferred tax asset       
|                             

The
net deferred tax asset is included in the consolidated balance sheet in the following
captions (in thousands):

|2004                           
|-------------------------------
|Deferred income tax assets     
|Deferred income tax liabilities
|                               
|                               
|                               

At
December 31, 2004, the Company had state net operating loss carryforwards of $19.6 million
and state tax credits of $0.3 million available for the reduction of future income tax
liabilities. Both the state net operating loss carryforwards and state tax credits will
expire at various dates between 2007 and 2024. A valuation allowance has been recorded
against these carryforwards and credits for which utilization is uncertain.

Cash
paid (received) related to income taxes during 2004, 2003 and 2002 was $3.8 million,
$(3.0) million and $0.1 million, respectively.

38

---

# Note 11  Employee
Retirement Plans

The
Company sponsors two qualified defined benefit pension plans for certain of its employees.
The following schedules set forth a reconciliation of the changes in the plans
benefit obligation and fair value of plan assets and a statement of the funded status (in
thousands):

|2004                                              
|--------------------------------------------------
|Reconciliation of benefit obligation:             
|Obligation at beginning of year                   
|Service cost                                      
|Interest cost                                     
|Actuarial loss                                    
|Benefit payments                                  
|                                                  
|Obligation                                        
|                                                  
|Reconciliation of fair value of plan assets:      
|Fair value of plan assets at beginning of year    
|Actual return on plan assets                      
|Employer contributions                            
|Benefit payments                                  
|                                                  
|Fair value of plan assets                         
|                                                  
|Funded Status:                                    
|Funded status at end of year                      
|Unrecognized prior service cost                   
|Unrecognized loss                                 
|                                                  
|Net amount recognized                             
|Employer contributions paid between 10/1 and 12/31
|                                                  
|Net amount recognized at December 31              
|                                                  

The
following table provides the amounts recognized in the balance sheet (in thousands):

|2004                                
|------------------------------------
|Prepaid benefit cost                
|Intangible asset                    
|Minimum pension liability           
|Accumulated other comprehensive loss
|                                    
|Net amount recognized at December 31
|                                    

The intangible
asset amount is included in non-current other assets. $1.8 million of the liability amount
(expected fiscal 2005 funding requirement) is included in accrued and other current
liabilities. The net amount of the prepaid benefit cost and the non-current portion of the
minimum pension liability is included in other long-term liabilities. The amount included
within other comprehensive income (loss) arising from a change in the minimum pension
liability was $1.8 million and ($2.4) million for the years ended December 31, 2004 and
2003, respectively.

The
projected benefit obligation, accumulated benefit obligation, and fair value of plan
assets for the plans having accumulated benefit obligations in excess of plan assets were
$49.4 million, $46.7 million and $40.8 million and $46.0 million, $43.5 million and $31.6
million as of December 31, 2004 and 2003, respectively.

39

---

The
assumptions used in the measurement of the Companys benefit obligation are shown in
the following table:

|2004                                            
|------------------------------------------------
|Weighted-average assumptions as of September 30:
|Discount rate                                   
|Rate of compensation increase                   
|                                                

The
following table provides disclosure of the net periodic benefit cost (in thousands):

|2004                              
|----------------------------------
|Service cost                      
|Interest cost                     
|Expected return on plan assets    
|Amortization of prior service cost
|Amortization of net loss          
|                                  
|Net periodic benefit cost         
|                                  

The assumptions
used in the measurement of the Companys net periodic benefit cost for the years
ended December 31, 2004, 2003 and 2002 are shown in the following table:

|2004                                            
|------------------------------------------------
|Weighted-average assumptions as of September 30:
|Discount rate                                   
|Expected long-term return on plan assets        
|Rate of compensation increase                   
|                                                

The
Companys approach used to determine the expected long-term rate of return on plan
assets assumption is based on weighting historical market index returns for various asset
classes in proportion to the assets held in the Gehl Pension Master Trust
(Trust). Typically, the Trust holds approximately 60% of assets in equity
securities and 40% in fixed income securities. Weighting 10-year compounded trailing
returns on equity and fixed income indices in proportion to the above asset mix yields an
expected long-term return of 9.00%. However, recent unsettled market conditions have
caused management to add a degree of conservatism in the long-term rate of return
assumption, which has been set at 8.75%.

40

---

The
following table provides disclosure of the weighted-average asset allocations and future
target allocations as of the respective measurement dates:

|                        
|------------------------
|Asset category:         
|Equity securities       
|Debt securities and cash
|Real estate             
|Other                   
|                        
|                        
|                        

As
manager of plan assets, the Investment Committee (Committee) believes that it
must prudently invest pension assets in a manner that attempts to meet the actuarial
long-term rate of return. At the same time, the Committee adheres to three overriding
responsibilities  to safeguard plan assets, to optimize returns, and to diversify
assets. The Committee retains investment specialists as a means to optimize the total
expected portfolio return. Although all day-to-day investment, custodial, and
administrative responsibilities are delegated to the investment specialists, the Committee
maintains a strong and active hand in matters relating to asset allocation and general
asset management.

Estimated
future benefit payments, which reflect expected future service, are as follows (in
thousands):

|                  | 
|----------------- | 
|                 
|2005              | 
|2006              | 
|2007              | 
|2008              | 
|2009              | 
|Years 2010 - 2014 | 
|                 

The
measurement date used for each of the actuarial calculations was September 30.

In
addition, the Company maintains an unfunded non-qualified supplemental retirement benefit
plan for certain management employees. The following schedules set forth a reconciliation
of the changes in the plans benefit obligation and a statement of the funded status
(in thousands):

|2004                                 
|-------------------------------------
|Reconciliation of benefit obligation:
|Obligation at beginning of year      
|Service cost                         
|Interest cost                        
|Actuarial loss                       
|Plan amendments                      
|Benefit payments                     
|                                     
|Obligation                           
|                                     

41

---

|                                     |  | 
|------------------------------------ |  | 
|Funded Status:                       |  | 
|Funded status at end of year         |  | 
|Unrecognized prior service cost      |  | 
|Unrecognized loss                    |  | 
|                                    
|Net amount recognized at December 31 |  | 
|                                    

The
following table provides the amounts recognized in the balance sheet (in thousands):

|2004                                
|------------------------------------
|Intangible asset                    
|Accrued benefit liability           
|Minimum pension liability           
|Accumulated other comprehensive loss
|                                    
|Net amount recognized at December 31
|                                    

The intangible
asset amounts are included in non-current other assets. The accrued benefit liability and
minimum pension liability amounts are included in other long-term liabilities. The amount
included within other comprehensive loss arising from a change in the accrued benefit
liability was $1.1 million and $0 million for the years ended December 31, 2004 and 2003,
respectively.

The
projected benefit obligation, accumulated benefit obligation, and fair value of the plan
assets having accumulated benefit obligations in excess of plan assets were $5.4 million,
$5.3 million and $0 and $4.4 million, $3.6 million and $0 as of December 31, 2004 and
2003, respectively.

The
assumptions used in the measurement of the Companys benefit obligation are as
follows:

|2004                                           
|-----------------------------------------------
|Weighted-average assumptions as of December 31:
|Discount rate                                  
|Rate of compensation increase                  
|                                               

The
following table provides disclosure of the net periodic benefit cost (in thousands):

|2004                              
|----------------------------------
|Service cost                      
|Interest cost                     
|Amortization of prior service cost
|Amortization of net loss          
|                                  
|Net periodic benefit cost         
|                                  

The assumptions
used in the measurement of the Companys net periodic benefit cost for the years
ended December 31, 2004, 2003 and 2002 are shown in the following table:

|2004                                           
|-----------------------------------------------
|Weighted-average assumptions as of December 31:
|Discount rate                                  
|Rate of compensation increase                  
|                                               

42

---

Estimated
future benefit payments, which reflect expected future service, are as follows (in
thousands):

|                  | 
|----------------- | 
|2005              | 
|2006              | 
|2007              | 
|2008              | 
|2009              | 
|Years 2010 - 2014 | 
|                 

The
Company maintains a Rabbi Trust containing $4.9 million and $1.1 million of assets
designated for the non-qualified supplemental retirement benefit plan as of December 31,
2004 and 2003, respectively. The assets of the Rabbi Trust are invested in equity
securities and variable life insurance policies.

The
Company maintains a savings and profit sharing plan. The Company matches 50% of
non-bargaining unit employee contributions to the plan not to exceed 6% of an
employees annual compensation. Vesting of Company contributions occur at the rate of
20% per year. Contributions approximated $618,000, $493,000 and $580,000 in 2004, 2003 and
2002, respectively.

The
Company maintains a defined contribution plan that covers certain employees not covered by
a defined benefit plan. The Company contributes various percentages of eligible employee
compensation (as defined) and the plan does not allow employee contributions. The Company
contributed approximately $337,000, $287,000 and $347,000 in connection with this plan in
2004, 2003 and 2002, respectively.

The
Company provides postemployment benefits to certain retirees in two areas: a $2,500 life
insurance policy for retired office employees and subsidized health insurance benefits for
early retirees prior to their attaining age 65. The number of retirees associated with
postemployment benefit costs is approximately 218.

The
following schedules set forth a reconciliation of the changes in the postemployment
plans benefit obligation and a statement of the funded status (in thousands):

|2004                                 
|-------------------------------------
|Reconciliation of benefit obligation:
|Obligation at beginning of year      
|Service cost                         
|Interest cost                        
|Actuarial loss (gain)                
|Benefit payments                     
|                                     
|Obligation                           
|                                     
|Funded Status:                       
|Funded status at end of year         
|Unrecognized transition obligation   
|Unrecognized loss                    
|                                     
|Net amount recognized at December 31 
|                                     

The
discount rate used in determining the accumulated postemployment obligation was 6.00% and
6.25% as of the measurement dates of December 31, 2004 and 2003, respectively.

43

---

The
following table provides disclosure of the net periodic benefit cost (in thousands):

|2004                                 
|-------------------------------------
|Service cost                         
|Interest cost                        
|Amortization of transition obligation
|Amortization of net loss             
|                                     
|Net periodic benefit cost            
|                                     

The discount
rate used in determining the net periodic benefit cost was 6.25%, 6.75% and 7.25% as of
the measurement dates of December 31, 2004, 2003 and 2002, respectively. The assumed
health care cost rate trend used in measuring the accumulated postemployment benefit
obligation at December 31, 2004 was 9% decreasing to 5% over five years and at December
31, 2003 was 9% decreasing to 5% in four years.

Assumed
health care cost trend rates have a significant effect on the amounts reported for the
health care plans. A 1% change in assumed health care cost trend rates would have the
following effects (in thousands):

|                                                                |             |            
|--------------------------------------------------------------- | ----------- | -----------
|                                                                | 1% Increase | 1% Decrease
|                                                               
|Effect on total of service and interest  cost components of net | $14         | $(12)      
|periodic postemployment health care benefit cost               
|Effect on the health care component of the accumulated         
|postemployment benefit obligation                               | $82         | $(72)      
|                                                               

Estimated
future benefit payments, which reflect expected future service, are as follows (in
thousands):

|                  | 
|----------------- | 
|2005              | 
|2006              | 
|2007              | 
|2008              | 
|2009              | 
|Years 2010 - 2014 | 
|                 

# Note 12 
Shareholders Equity

During
April 2004, the 2004 Equity Incentive Plan was adopted, which authorizes the granting of
awards for up to 275,000 shares of the Companys common stock. During April 2000, the
2000 Equity Incentive Plan was adopted, which authorizes the granting of awards for up to
600,000 shares of the Companys common stock. An award is defined within the 2004 and
2000 Equity Incentive Plan as a stock option, stock appreciation right, restricted stock
or performance share. In April 1996, the 1995 Stock Option Plan was adopted, which
authorizes the granting of options for up to 600,000 shares of the Companys common
stock. The Plans provide that options be granted at an exercise price not less than fair
market value on the date the options are granted and that the options generally vest
ratably over a period not exceeding three years after the grant date. The option period
shall not be more than ten years after the grant date.

44

---

Following
is a summary of activity in the Plans for 2002, 2003 and 2004:

|                              
|------------------------------
|Outstanding, January 1, 2002  
|Granted                       
|Exercised                     
|Cancelled                     
|                              
|Outstanding, December 31, 2002
|                              
|Granted                       
|Exercised                     
|Cancelled                     
|                              
|Outstanding, December 31, 2003
|                              
|Granted                       
|Exercised                     
|Cancelled                     
|                              
|Outstanding, December 31, 2004
|                              

Options
outstanding for the Plans at December 31, 2004 are as follows:

|Range of Exercise Prices | Outstanding at
December 31, 2004 | Weighted Average
Remaining Contractual
Life (years) | Weighted Average
Exercise Price
per Share
|------------------------ | -------------------------------- | --------------------------------------------------- | -----------------------------------------
|$  7.00 - $12.99         | 198,507                          | 6.73                                                | $10.47                                   
|$13.00 - $18.99          | 397,170                          | 6.95                                                | $15.22                                   
|$19.00 - $24.99          | 141,150                          | 7.33                                                | $23.47                                   

Options exercisable
for the Plans at December 31, 2004 are as follows:

|Range of Exercise Prices | Exercisable Shares | Weighted Average
Exercise Price
per Share
|------------------------ | ------------------ | -----------------------------------------
|$  7.00 - $12.99         | 162,910            | $10.81                                   
|$13.00 - $18.99          | 300,275            | $15.33                                   
|$19.00 - $24.99          | 58,500             | $21.63                                   

In
2004, the Company awarded restricted shares under the 2004 Equity Incentive Plan to
certain key employees. Awards under the plan are subject to certain vesting requirements.
There were 28,485 restricted shares awarded in 2004 with an average fair market value of
$23.74 per share. Compensation expense related to restricted stock awards is based upon
the market price at the date of award and is charged to earnings over the vesting period.
Compensation expense in 2004 related to the awarding of restricted shares was $15,000.
There were no restricted shares awarded in 2003 or 2002.

45

---

On
July 22, 2004, in conjunction with the establishment of a strategic alliance with Manitou
BF S.A. (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.

In
September 2001, the Companys Board of Directors authorized a repurchase plan
providing for the repurchase of up to 500,000 shares of the Companys outstanding
common stock. The Company did not repurchase any shares during 2004. The Company
repurchased 73,700 and 63,200 shares in the open market under this authorization at a cost
of $729,000 and $692,000 during 2003 and 2002, respectively. All treasury stock acquired
by the Company has been cancelled and returned to the status of authorized but unissued
shares.

On
May 28, 1997, the Board of Directors of the Company adopted a Shareholder Rights Plan and
declared a rights dividend of one preferred share purchase right (Right) for
each share of common stock outstanding on June 16, 1997, and provided that one Right would
be issued with each share of common stock thereafter issued. The Shareholder Rights Plan
provides that in the event a person or group acquires or seeks to acquire 15% or more of
the outstanding common stock of the Company, the Rights, subject to certain limitations,
will become exercisable. Each Right, once exercisable, initially entitles the holder
thereof (other than the acquiring person, whose rights are cancelled) to purchase from the
Company one one-hundredth of a share of Series A preferred stock at an initial exercise
price of $55 per one one-hundredth of a share (subject to adjustment), or, upon the
occurrence of certain events, common stock of the Company or common stock of an
acquiring company having a market value equivalent to two times the exercise
price. Subject to certain conditions, the Rights are redeemable by the Board of Directors
for $.01 per Right and are exchangeable for shares of common stock. The Rights have no
voting power and expire on May 28, 2007.

# Note 13  Net
Income Per Share

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 which would arise from the exercise of stock options.
A reconciliation of the shares used in the computation is as follows (in thousands):

|2004             
|-----------------
|Basic shares     
|Effect of options
|                 
|Diluted shares   
|                 

# Note 14  Leases

The
Company uses certain equipment under operating lease arrangements. Rent expense under such
arrangements amounted to $1,732,000, $1,447,000 and $1,285,000 in 2004, 2003 and 2002,
respectively.

The
Company maintains non-cancelable operating leases for certain equipment. Future minimum
lease payments under such leases at December 31, 2004 are as follows (in thousands):

|      | 
|----- | 
|2005  | 
|2006  | 
|2007  | 
|2008  | 
|2009  | 
|     
|Total | 
|     

46

---

# Note 15 
Contingencies

The
Company is involved in litigation of which the ultimate outcome and liability to the
Company, if any, is not presently determinable. Management believes that final disposition
of such litigation will not have a material impact on the Companys results of
operations or financial position.

# Note 16  Segment
Information

The
Company has two segments, construction equipment and agricultural equipment, as the
long-term financial performance of these segments is affected by separate economic
conditions and cycles. Segment net sales and income (loss) from operations tend to be
aligned with the distribution networks of the Company, and correlate with the manner in
which the Company evaluates performance.

Construction
equipment is manufactured and distributed for customers in the construction market.
Products include a diversified offering of skid loaders, telescopic handlers, compact
excavators, compact track loaders, all-wheel-steer loaders, compact loaders, paving
equipment and attachments. As of December 31, 2004, 66% of the Companys accounts
receivable were from customers in the construction market.

Agricultural
equipment is manufactured and distributed for customers in the dairy, livestock and
poultry agricultural sectors. The products are comprised primarily of skid loaders,
compact track loaders and equipment for haymaking, forage harvesting, feedmaking, manure
handling and attachments. As of December 31, 2004, 34% of the Companys accounts
receivable were from customers in the agricultural sector.

Unallocated
assets are cash, deferred income taxes and other assets not identified with the
Companys segments. Segments of business are presented below (in thousands):

|2004                         
|-----------------------------
|Net Sales                    
|                             
|                             
|                             
|                             
|Income (Loss) from Operations
|                             
|                             
|                             
|                             
|Assets (year-end)            
|                             
|                             
|                             
|                             
|                             
|Depreciation/Amortization    
|                             
|                             
|                             
|                             
|                             
|Capital Expenditures         
|                             
|                             
|                             
|                             

Of
the Companys total net sales, $57.0 million, $50.5 million and $43.9 million were
made to customers residing outside of the United States in 2004, 2003 and 2002,
respectively.

47

---

# Note 17 
Subsequent Event

In
February 2005, the Company entered into an asset securitization program with a financial
institution whereby the Company can sell, through a revolving facility, up to $150 million
of finance contracts. The proceeds from the first sale in February 2005 totaled $23.3
million and were used to pay down debt. It is the intention of the Company to continue to
sell substantially all of its existing as well as future finance contracts through this
asset securitization program or similar asset securitization programs.

# Note 18  Quarterly
Financial Data (unaudited)

|In Thousands, Except Per Share Data -       | First
Quarter |  | Second
Quarter |        | Third
Quarter |   | Fourth
Quarter |  | Total |       
|------------------------------------------- | ------------- |  | -------------- | ------ | ------------- | - | -------------- |  | ----- | ------
|2004                                        |               |  |                |        |               |   |                |  |       |       
|Net sales                                   |               |  | $              | 84,687 |               | $ | 95,499         |  | $     | 87,470
|Gross profit                                |               |  |                | 17,396 |               |   | 19,027         |  |       | 17,925
|Net income                                  |               |  |                | 2,905  |               |   | 3,915          |  |       | 3,640 
|Diluted net income per common share1        |               |  |                | .53    |               |   | .69            |  |       | .57   
|Basic net income per common share1          |               |  |                | .54    |               |   | .72            |  |       | .59   
|                                           
|2003                                        |               |  |                |        |              
|Net sales                                   |               |  | $              | 58,531 |               | $ | 68,551         |  | $     | 60,465
|Gross profit                                |               |  |                | 12,263 |               |   | 14,466         |  |       | 13,119
|Net income (loss)                           |               |  |                | 508    |               |   | 2,241          |  |       | (903  
|Diluted net income (loss) per common share1 |               |  |                | .09    |               |   | .42            |  |       | (.17  
|Basic net income (loss) per common share    |               |  |                | .09    |               |   | .42            |  |       | (.17  
|                                           

1Due to the use of the
weighted-average shares outstanding each quarter for computing net income per share, the
sum of the quarterly per share amounts does not equal the per share amount for the year.

48

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GEHL COMPANY AND
SUBSIDIARIESSCHEDULE II  VALUATION AND QUALIFYING ACCOUNTS (in thousands)

|Period            | Description | Balance at
Beginningof Year |                        | Charged to
Costs andExpenses |  | Deductions |       | Balance atEnd of Year |  
|----------------- | ----------- | --------------------------- | ---------------------- | ---------------------------- |  | ---------- | ----- | --------------------- | -
|Year Ended        |             |                             |                        |                              |  |            |       |                       |  
|December 31, 2002 |             |                             |                        |                              |  |            |       |                      
|                  |             |                             | Allowance for Doubtful |                              | 
|                  |             |                             | Accounts-Trade         |                              | 
|                  |             |                             | Receivables            |                              |  | $          | 2,235 |                       | $
|                  |             |                             | Returns and Dealer     |                              | 
|                  |             |                             | Discounts              |                              |  |            | 2,839 |                       |  
|                  |             |                             |                        |                              |  |            |       |                       |  
|                  |             |                             | Total                  |                              |  | $          | 5,074 |                       | $
|                  |             |                             |                        |                              |  |            |       |                       |  
|                  |             |                             | Allowance for Doubtful |                              | 
|                  |             |                             | Accounts - Retail      |                              | 
|                  |             |                             | Contracts              |                              |  | $          | 2,048 |                       | $
|                  |             |                             |                        |                              |  |            |       |                       |  
|                  |             |                             | Inventory              |                              | 
|                  |             |                             | Obsolescence Reserve   |                              |  | $          | 2,112 |                       | $
|                  |             |                             |                        |                              |  |            |       |                       |  
|                  |             |                             | Income Tax             |                              | 
|                  |             |                             | Valuation Allowance    |                              |  | $          | 624   |                       | $
|                  |             |                             |                        |                              |  |            |       |                       |  
|Year Ended        |             |                            
|December 31, 2003 |             |                             |                        |                              |  |            |       |                      
|                  |             |                             | Allowance for Doubtful |                              | 
|                  |             |                             | Accounts-Trade         |                              | 
|                  |             |                             | Receivables            |                              |  | $          | 2,629 |                       | $
|                  |             |                             | Returns and Dealer     |                              | 
|                  |             |                             | Discounts              |                              |  |            | 2,227 |                       |  
|                  |             |                             |                        |                              |  |            |       |                       |  
|                  |             |                             | Total                  |                              |  | $          | 4,856 |                       | $
|                  |             |                             |                        |                              |  |            |       |                       |  
|                  |             |                             | Allowance for Doubtful |                              | 
|                  |             |                             | Accounts - Retail      |                              | 
|                  |             |                             | Contracts              |                              |  | $          | 2,302 |                       | $
|                  |             |                             |                        |                              |  |            |       |                       |  
|                  |             |                             | Inventory              |                              | 
|                  |             |                             | Obsolescence Reserve   |                              |  | $          | 1,774 |                       | $
|                  |             |                             |                        |                              |  |            |       |                       |  
|                  |             |                             | Income Tax             |                              | 
|                  |             |                             | Valuation Allowance    |                              |  | $          | 994   |                       | $
|                  |             |                             |                        |                              |  |            |       |                       |  
|Year Ended        |             |                            
|December 31, 2004 |             |                             |                        |                              |  |            |       |                      
|                  |             |                             | Allowance for Doubtful |                              | 
|                  |             |                             | Accounts-Trade         |                              | 
|                  |             |                             | Receivables            |                              |  | $          | 2,930 |                       | $
|                  |             |                             | Returns and Dealer     |                              | 
|                  |             |                             | Discounts              |                              |  |            | 1,777 |                       |  
|                  |             |                             |                        |                              |  |            |       |                       |  
|                  |             |                             | Total                  |                              |  | $          | 4,707 |                       | $
|                  |             |                             |                        |                              |  |            |       |                       |  
|                  |             |                             | Allowance for Doubtful |                              | 
|                  |             |                             | Accounts - Retail      |                              | 
|                  |             |                             | Contracts              |                              |  | $          | 2,814 |                       | $
|                  |             |                             |                        |                              |  |            |       |                       |  
|                  |             |                             | Inventory              |                              | 
|                  |             |                             | Obsolescence Reserve   |                              |  | $          | 1,697 |                       | $
|                  |             |                             |                        |                              |  |            |       |                       |  
|                  |             |                             | Income Tax             |                              | 
|                  |             |                             | Valuation Allowance    |                              |  | $          | 1,358 |                       | $
|                  |             |                             |                        |                              |  |            |       |                       |  

49

---

# 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 accountants regarding
accounting and financial disclosure required to be reported pursuant to this item.

# Item 9A. Controls and
Procedures

# Managements Annual
Report on Internal Control Over Financial Reporting

The
report of management required under this Item 9A is contained in Item 8 of this Annual
Report on Form 10-K under the caption Managements Annual Report on Internal
Control Over Financial Reporting.

# Attestation Report of
Independent Registered Public Accounting Firm

The
attestation report under this Item 9A is contained in Item 8 of this Annual Report on Form
10-K under the caption Report of Independent Registered Public Accounting
Firm.

# Changes in Internal
Control Over Financial Reporting

There
was no change in the Companys internal control over financial reporting (as such
term is defined in Rules 13a-15(f) and 15d-15(f) under the Exchange Act) that occurred
during the quarter ended December 31, 2004 that has materially affected, or is reasonably
likely to materially affect, the Companys internal control over financial reporting.

# Item 9B. Other
Information

The
Company has no other information to report pursuant to Item 9B.

50

---

# 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 is
hereby incorporated herein by reference from the captions entitled Election of
Directors and Board of Directors set forth in the Companys
definitive Proxy Statement for its 2005 Annual Meeting of Shareholders (Proxy
Statement)1. Information with respect to executive officers of the
Company appears at the end of Part I, on Page 9, of this Form 10-K. Pursuant to
Instruction G, the information required by this item with respect to compliance with
Section 16(a) of the Securities Exchange Act of 1934 is hereby incorporated by reference
from the caption entitled Other Matters  Section 16(a) Beneficial Ownership
Reporting Compliance set forth in the Proxy Statement.

The
Company has adopted a Code of Business Conduct and Ethics that applies to all of the
Companys employees, including the Companys Chief Executive Officer and Chief
Financial Officer. The Company has posted a copy of the Code of Business Conduct and
Ethics on its website at www.gehl.com. The Company intends to satisfy the
disclosure requirements under Item 10 of Form 8-K regarding amendments to, or waivers
from, the Code of Business Conduct and Ethics by posting such information on its website
at www.gehl.com. The Company is not including the information contained on its
website as part of, or incorporating it by reference into, this report.

# Item 11. Executive
Compensation

Pursuant
to Instruction G, the information required by this item is hereby incorporated herein by
reference from the captions entitled Board 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.

51

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# Item 12. Security
Ownership of Certain Beneficial Owners and Management

Pursuant
to Instruction G, the information required by this item with respect to security ownership
of certain beneficial owners and management is hereby incorporated by reference herein
from the caption Principal Shareholders set forth in the Proxy Statement.

The
following table sets forth information with respect to compensation plans under which
equity securities of the Company are authorized for issuance.

|                         
|-------------------------
|Plan category            
|Equity compensation plans
|approved by security     
|holders                  
|                         
|Equity compensation plans
|not approved by security 
|holders                  
|                         
|Total                    
|                         

| | (1) | Represents
options to purchase the Companys Common Stock granted under the
               Companys 2004 Equity Incentive Plan, 2000 Equity Incentive Plan and
1995                Stock Option Plan, each of which was approved by the Companys
               shareholders.
| | --- | -------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------

| | (2) | Includes
up to 71,515 shares of restricted Common Stock that can be issued           under the
Companys 2004 Equity Incentive Plan. These shares are subject to           a
minimum three year vesting period.
| | --- | ---------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------

| | (3) | The
Companys only equity compensation plan not approved by security           holders
is the Gehl Company Director Stock Grant Plan. Under that plan, on           December 31
of each year, each of the non-employee directors of the Company is           granted
shares of the Companys common stock with a market value of $5,000           as part
of each directors annual retainer fee.
| | --- | -------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------

# Item 13. Certain
Relationships and Related Transactions

Pursuant
to Instruction G, the information required by this item is hereby incorporated herein by
reference from the caption entitled Other Matters  Certain Transactions
set forth in the Proxy Statement.

# Item 14. Principal
Accountant Fees and Services

The
information required by this item is hereby incorporated by reference from the captions
entitled Audit Committee Report and Other MattersIndependent
Auditors set forth in the Proxy Statement.

---

|1 | The
Proxy Statement will be filed with the Commission pursuant to Regulation 14A.
|- | ---------------------------------------------------------------------------------

52

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# PART IV

# Item 15. Exhibits and
Financial Statement Schedules

| | (a) | 1
and 2. Financial statements andfinancial statement schedule.
| | --- | --------------------------------------------------------------

| | Reference
is made to the separate index to the Companys consolidated financial statements and
schedule contained in Part II, Item 8 of this Form 10-K.
| | -------------------------------------------------------------------------------------------------------------------------------------------------------

| | 3. | Exhibits.
| | -- | ---------

| | Reference
is made to the separate exhibit index contained on Pages 54 through 59 hereof.
| | ----------------------------------------------------------------------------------------

# 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.

|                     | GEHL COMPANY                      
|-------------------- | ----------------------------------
|Date:  March 4, 2005 | By /s/ William D. Gehl            
|                     | William D. Gehl,                  
|                     | Chairman of the Board of Directors
|                     | and Chief Executive Officer       

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 and on
the dates indicated.

|Signature              | Title                                        | Date         
|---------------------- | -------------------------------------------- | -------------
|/s/ William D. Gehl    | Chairman of the Board of Directors,          | March 4, 2005
|William D. Gehl        | Chief Executive Officer and Director        
|                       | (Principal Executive Officer)               
|/s/ Thomas M. Rettler  | Vice President and Chief Financial Officer   | March 4, 2005
|Thomas M. Rettler      | (Principal Financial and Accounting Officer)
|/s/ Nicholas C. Babson | Director                                     | March 4, 2005
|Nicholas C. Babson    
|/s/ Thomas J. Boldt    | Director                                     | March 4, 2005
|Thomas J. Boldt       
|/s/ John T. Byrnes     | Director                                     | March 4, 2005
|John T. Byrnes        
|/s/ Richard J. Fotsch  | Director                                     | March 4, 2005
|Richard J. Fotsch     
|/s/ Johann Neunteufel  | Director                                     | March 4, 2005
|Johann Neunteufel     
|/s/ John W. Splude     | Director                                     | March 4, 2005
|John W. Splude        
|/s/ Dr. Hermann Viets  | Director                                     | March 4, 2005
|Dr. Hermann Viets     

53

---

# GEHL COMPANY  INDEX TO
EXHIBITS

|Exhibit Number | Document Description
|-------------- | --------------------

|(3.1) | Restated
Articles of Incorporation, as amended, of Gehl Company [Incorporated by
               reference to Exhibit 3.1 to the Companys Quarterly Report on Form
10-Q for                the quarter ended June 28, 1997]
|----- | ---------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------

|(3.2) | By-laws
of Gehl Company, as amended [Incorporated by reference to Exhibit 3.2 to
               the Companys Current Report on Form 8-K filed on March 2, 2005]
|----- | ----------------------------------------------------------------------------------------------------------------------------------------------------------------

|(4.1) | Amended
and Restated Loan and Security Agreement by and between ITT Commercial
               Finance Corp. (now known as Deutsche Financial Services Corporation) and
Gehl                Company and its subsidiaries, dated October 1, 1994 [Incorporated by
reference                to Exhibit 4.1 of the Companys Annual Report on Form 10-K
for the year                ended December 31, 1994]
|----- | --------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------

|(4.2) | First
Amendment to Amended and Restated Loan and Security Agreement by and
               between Deutsche Financial Services Corporation, f/k/a ITT Commercial
Finance                Corp., and Gehl Company and its subsidiaries, dated May 10, 1995
[Incorporated                by reference to Exhibit 4.1 of the Companys Quarterly
Report on Form 10-Q                for the quarter ended July 1, 1995]
|----- | ------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------

|(4.3) | Amendment
to Amended and Restated Loan and Security Agreement by and between
               Deutsche Financial Services Corporation, f/k/a ITT Commercial Finance
Corp.,                Deutsche Financial Services Canada Corporation and Gehl Company and
its                subsidiaries, dated December 1, 1995 [Incorporated by reference to
Exhibit 4.1                of the Companys Annual Report on Form 10-K for the year
ended December 31,                1995]
|----- | -----------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------

|(4.4) | Third
Amendment to Amended and Restated Loan and Security Agreement by and
               between Deutsche Financial Services Corporation, Deutsche Financial
Services                Canada Corporation and Gehl Company and its subsidiaries, dated
as of July 15,                1996 [Incorporated by reference to Exhibit 4.4 of the
Companys Annual                Report on Form 10-K for the year ended December 31,
1997]
|----- | -----------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------

|(4.5) | Amendment
to Amended and Restated Loan and Security Agreement by and between
               Deutsche Financial Services Corporation, Deutsche Financial Services
Canada                Corporation and Gehl Company and its subsidiaries, dated October 2,
1997                [Incorporated by reference to Exhibit 4.1 of the Companys
Current Report                on Form 8-K dated October 17, 1997]
|----- | -----------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------

|(4.6) | Fifth
Amendment to Amended and Restated Loan and Security Agreement by and
               between Deutsche Financial Services Corporation, Deutsche Financial
Services, a                division of Deutsche Bank Canada, and Gehl Company and its
subsidiaries, dated                as of February 5, 1998 [Incorporated by reference to
Exhibit 4.6 of the                Companys Annual Report on Form 10-K for the year
ended December 31, 1997]
|----- | --------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------

54

---

|(4.7) | Sixth
Amendment to Amended and Restated Loan and Security Agreement by and
               between Deutsche Financial Services Corporation, Deutsche Financial
Services, a                division of Deutsche Bank Canada, and Gehl Company and its
subsidiaries, dated                as of June 1, 1998 [Incorporated by reference to
Exhibit 4.1 of the                Companys Quarterly Report on Form 10-Q for the
quarter ended June 27,                1998]
|----- | ---------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------

|(4.8) | Seventh
Amendment to Amended and Restated Loan and Security Agreement by and
               between Deutsche Financial Services Corporation, Deutsche Financial
Services, a                division of Deutsche Bank Canada, and Gehl Company and its
subsidiaries, dated                as of September 1, 1998 [Incorporated by reference to
Exhibit 4.1 of the                Companys Quarterly Report on Form 10-Q for the
quarter ended September 26,                1998]
|----- | ---------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------

|(4.9) | Eighth
Amendment to Amended and Restated Loan and Security Agreement by and
               between Deutsche Financial Services Corporation, Deutsche Financial
Services, a                division of Deutsche Bank Canada, and Gehl Company and its
subsidiaries, dated                as of December 30, 1999 [Incorporated by reference to
Exhibit 4.9 to the                Companys Annual Report on Form 10-K for the year
ended December 31, 1999]
|----- | ----------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------

|(4.10) | Ninth
Amendment to Amended and Restated Loan and Security Agreement by and
               between Deutsche Finance Services Corporation, Deutsche Financial
Services, a                division of Deutsche Bank Canada, and Gehl Company and its
subsidiaries, dated                as of June 20, 2000 [Incorporated by reference to
Exhibit 4.1 of the                Companys Quarterly Report on Form 10-Q for the
quarter ended July 1, 2000]
|------ | ----------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------

|(4.11) | Tenth
Amendment to the Amended and Restated Loan and Security Agreement by and
               between Deutsche Financial Services Corporation, Deutsche Financial
Services, a                division of Deutsche Bank Canada, and Gehl Company and its
subsidiaries, dated                as of December 7, 2000 [Incorporated by reference to
Exhibit 4.11 of the                Companys Annual Report on Form 10-K for the year
ended December 31, 2001]
|------ | -------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------

|(4.12) | Eleventh
Amendment to the Amended and Restated Loan and Security Agreement by                and
between Deutsche Financial Services Corporation, Deutsche Financial Services
               Canada Corporation, a division of Deutsche Bank Canada, and Gehl Company
and its                subsidiaries, dated as of March 19, 2002 [incorporated by
reference to                Exhibit 4.1 of the Companys Quarterly Report on Form
10-Q for the quarter                ended March 30, 2002]
|------ | --------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------

|(4.13) | Twelfth
Amendment to the Amended and Restated Loan and Security Agreement by and
               between Deutsche Financial Services Corporation, Deutsche Financial
Services                Canada Corporation and Gehl Company and its subsidiaries, dated
as of October                17, 2002 [Incorporated by reference to Exhibit 4.13 to the
Companys Annual                Report on Form 10-K for the year ended December 31,
2003]
|------ | ---------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------

|(4.14) | Amended
and Restated Negotiable Promissory Note signed by Gehl Company and its
               subsidiaries payable to Deutsche Financial Services Corporation, dated
March 19,                2002 [Incorporated by reference to Exhibit 4.2 to the Companys
Quarterly                Report on Form 10-Q for the quarter ended March 30, 2002]
|------ | ------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------

55

---

|(4.15) | Thirteenth
Amendment to the Amended and Restated Loan Security Agreement by and
               between GE Commercial Distribution Finance Corporation an GE Commercial
               Distribution Finance Canada Inc. and its subsidiaries dated as of March
23, 2004                [Incorporated by reference to Exhibit 4.1 of the Companys
Quarterly Report                on Form 10-Q for the quarter ended March 27, 2004]
|------ | -----------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------

|(4.16) | Fourteenth
Amendment to the Amended and Restated Loan and Security Agreement by                and
between GE Commercial Distribution Finance Corporation an GE Commercial
               Distribution Finance Canada Inc. and its subsidiaries dated as of March
23, 2004                [Incorporated by reference to Exhibit 4.2 of the Companys
Quarterly Report                on Form 10-Q for the quarter ended March 27, 2004]
|------ | ---------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------

|(4.17) | Fifteenth
Amendment to the Amended and Restated Loan and Security Agreement by                and
between GE Commercial Distribution Finance Corporation an GE Commercial
               Distribution Finance Canada Inc. and its subsidiaries dated as of
September 21,                2004 [Incorporated by reference to Exhibit 4.1 of the Companys
Quarterly                Report on Form 10-Q for the quarter ended September 25, 2004]
|------ | ----------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------

|(4.18) | Sixteenth
Amendment to the Amended and Restated Loan and Security Agreement by                and
between GE Commercial Distribution Finance Corporation and GE Commercial
               Distribution Finance Canada Inc. and Gehl Company and its subsidiaries
dated as                of December 31, 2004 [Incorporated by reference to Exhibit 10.2 to the Company's Current Report on Form 8-K filed on March 2, 2005]
|------ | ----------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------

|(4.19) | Seventeenth
Amendment to the Amended and Restated Loan and Security Agreement by                and
between GE Commercial Distribution Finance Corporation and GE Commercial
               Distribution Finance Canada Inc. and Gehl Company and its subsidiaries
dated as                of February 24, 2005 [Incorporated by reference to Exhibit 10.1 to the Companys
Current                Report on Form 8-K filed on March 2, 2005]
|------ | ---------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------

|(4.20) | Rights
Agreement, dated as of May 28, 1997, between Gehl Company and U.S. Bank
               National Association (as successor to Firstar Trust Company) [Incorporated
by                reference to Exhibit 4.1 to the Companys Registration Statement
on Form                8-A, dated as of May 28, 1997]
|------ | -----------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------

|(4.21) | Amendment
to Rights Agreement, dated as of September 20, 2002 by and among U.S.                Bank
National Association, Gehl Company and American Stock Transfer and Trust
               Company [Incorporated by reference to Exhibit 4.1 of the Companys
               Quarterly Report on Form 10-Q for the quarter ended September 28, 2002]
|------ | -----------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------

|(10.1)* | Form
of Supplemental Retirement Benefit Agreement between Gehl Company and Messrs. Hahn,
                                      Keyes, Moore and Mulcahy [Incorporated by reference
to Exhibit 10.7 to the Company's                                       Quarterly Report
on Form 10-Q for the quarter ended July 1, 2000]
|------- | ---------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------

|(10.2)* | Gehl
Company Director Stock Grant Plan, as amended [Incorporated by reference to Exhibit 10.9
to the Companys Quarterly Report on Form 10-Q for the quarter ended July 1, 2000]
|------- | --------------------------------------------------------------------------------------------------------------------------------------------------------------------------------

|(10.3)* | Employment
Agreement by and between Gehl Company and William D. Gehl dated as of June 14, 2004
(executed as of July 30, 2004) [Incorporated by reference to Exhibit 10.1 of the Companys
Quarterly Report on Form 10-Q for the quarter ended September 25, 2004]
|------- | -----------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------

56

---

|(10.4)* | Supplemental
Retirement Benefit Agreement by and between William D. Gehl and Gehl Company
[Incorporated by reference to Exhibit 10.4 of the Companys Annual Report on Form
10-K for the year ended December 31, 1995]
|------- | ----------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------

|(10.5)* | Amendment
to Supplemental Retirement Benefit Agreement by and between William D. Gehl and Gehl
Company dated as of April 20, 2000 [Incorporated by reference to Exhibit 10.6 of the
Companys Quarterly Report on Form 10-Q for the quarter ended July 1, 2000]
|------- | ---------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------

|(10.6)* | Gehl
Savings Plan, as amended and restated effective July 1, 2001 [Incorporated by reference
to Exhibit 10.1 of the Companys Quarterly Report on Form 10-Q for the quarter ended
September 29, 2001]
|------- | -----------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------

|(10.7)* | Amendment
to Gehl Savings Plan [Incorporated by reference to Exhibit 10.1 of the Companys
Quarterly Report on Form 10-Q for the quarter ended March 30, 2002]
|------- | --------------------------------------------------------------------------------------------------------------------------------------------------------------

|(10.8)* | Amendment
to Gehl Savings Plan [Incorporated by reference to Exhibit 10.1 of the Companys
Quarterly Report on Form 10-Q for the quarter ended June 29, 2002]
|------- | -------------------------------------------------------------------------------------------------------------------------------------------------------------

|(10.9)* | Amendment
to Gehl Savings Plan [Incorporated by reference to Exhibit 10.1 of the Companys
Quarterly Report on Form 10-Q for the quarter ended September 27, 2003]
|------- | ------------------------------------------------------------------------------------------------------------------------------------------------------------------

|(10.10)* | Gehl
Company Retirement Income Plan B, as amended and restated [Incorporated by
reference to Exhibit 10.2 to the Companys Quarterly Report on Form 10-Q for the
quarter ended September 29, 2001]
|-------- | ----------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------

|(10.11)* | Amendments
to Gehl Company Retirement Income Plan B [Incorporated by reference to
Exhibit 10.2 of the Companys Quarterly Report on Form 10-Q for the quarter ended
June 29, 2002]
|-------- | ------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------

|(10.12)* | Gehl
Company 1995 Stock Option Plan, as amended [Incorporated by reference to Exhibit 10.1 to
the Companys Quarterly Report on Form 10-Q for the quarter ended July 1, 2000]
|-------- | -----------------------------------------------------------------------------------------------------------------------------------------------------------------------------

|(10.13)* | Form
of Stock Option Agreement for executive officers used in conjunction with the Gehl
Company 1995 Stock Option Plan [Incorporated by reference to Exhibit 10.12 of the Companys
Annual Report on Form 10-K for the year ended December 31, 1995]
|-------- | ----------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------

|(10.14)* | Form
of Stock Option Agreement for non-employee directors used in conjunction with the Gehl
Company 1995 Stock Option Plan [Incorporated by reference to Exhibit 10.13 of the Companys
Annual Report on Form 10-K for the year ended December 31, 1995]
|-------- | --------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------

|(10.15)* | Gehl
Company 2000 Equity Incentive Plan [Incorporated by reference to Appendix A to the
Company's Proxy Statement for the                                       2000 Annual
Meeting of Shareholders]
|-------- | ----------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------

|(10.16)* | Form
of Non-Qualified Stock Option Agreement used in conjunction with the Gehl Company 2000
Equity Incentive Plan [Incorporated by reference to Exhibit 4.5 to the Companys
Registration Statement on Form S-8 (Registration No. 333-36102)]
|-------- | ---------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------

|(10.17)* | Form
of Stock Option Agreement for Non-Employee Directors used in conjunction with the Gehl
Company 2000 Equity Incentive Plan [Incorporated by reference to Exhibit 4.6 to the
Companys Registration Statement on Form S-8 (Registration No. 333-36102)]
|-------- | ----------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------

|(10.18)* | Form
of Change in Control and Severance Agreement between Gehl Company and Messrs. Keyes,
Moore and Mulcahy [Incorporated by                                       reference to
Exhibit 10.8 of the Company's Quarterly Report on Form 10-Q for the quarter
                                      ended July 1, 2000]
|-------- | ---------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------

57

---

|(10.19)* | Forms
of Amendment to the Change in Control and Severance Agreement between Gehl Company and
Messrs. Keyes, Moore and Mulcahy dated as of June 13, 2001 [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]
|-------- | ------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------

|(10.20)* | Gehl
Company Deferred Compensation Plan effective August 1, 2000 [Incorporated by reference to
Exhibit 10.1 of the Companys Quarterly Report on Form 10-Q for the quarter ended
September 30, 2000]
|-------- | ----------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------

|(10.21)* | Gehl
Company 2003 Incentive Bonus Plan [Incorporated by reference to Exhibit 10.1 of the
Companys Quarterly Report on Form 10-Q for the quarter ended March 29, 2003]
|-------- | ----------------------------------------------------------------------------------------------------------------------------------------------------------------------

|(10.22)* | Gehl
Company 2004 Incentive Compensation Plan [Incorporated by reference to Exhibit 10.1 of
the Companys Quarterly Report on Form 10-Q for the quarter ended March 27, 2004]
|-------- | -----------------------------------------------------------------------------------------------------------------------------------------------------------------------------

|(10.23)* | 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 and by reference to Exhibit
10.1 of the Companys Quarterly Report on Form 10-Q for the quarter ended June 26,
2004]
|-------- | ----------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------

|(10.24)* | Form
of Non-Qualified Stock Option Agreement used in conjunction with the Gehl Company 2004
Equity Incentive Plan [Incorporated by reference to Exhibit 10.2 of the Companys
Quarterly Report on Form 10-Q for the quarter ended June 26, 2004]
|-------- | ------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------

|(10.25)* | Form
of Stock Option Agreement for Non-Employee Directors used in conjunction with the Gehl
Company 2004 Equity Incentive Plan [Incorporated by reference to Exhibit 10.3 of the
Companys Quarterly Report on Form 10-Q for the quarter ended June 26, 2004]
|-------- | -------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------

|(10.26)* | 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 [Incorporated by reference to Exhibit 10.4 of the Companys Quarterly
Report on Form 10-Q for the quarter ended June 26, 2004]
|-------- | ------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------

|(10.27)* | 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]
|-------- | ------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------

|(10.28)* | Form
of Amendment to the Change in Control and Severance Agreement between Gehl Company and
Kenneth H. Feucht dated May 1, 2004 [Incorporated by reference to Exhibit 10.3 and 10.4
of the Companys Quarterly Report on Form 10-Q for the quarter ended June 30, 2001]
|-------- | -----------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------

|(10.29) | Shareholder
Agreement, dated July 22, 2004 by and between Gehl Company and                Manitou BF
S.A. [Incorporated by reference to Exhibit 10.7 of the Companys
               Quarterly Report on Form 10-Q for the quarter ended June 26, 2004]
|------- | -------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------

|(10.30)* | Change
in Control and Severance Agreement by and between Gehl Company and Thomas M. Rettler
dated as of August 23, 2004 [Incorporated by reference to Exhibit 10.2 of the Companys
Quarterly Report on Form 10-Q for the quarter ended September 25, 2004]
|-------- | -----------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------

58

---

|(10.31)* | Supplemental
Retirement Benefit Agreement by and between Gehl Company and Thomas M. Rettler
                                      dated as of August 23, 2004 [Incorporated by
reference to Exhibit 10.3 of the Company's
                                      Quarterly Report on Form 10-Q for the quarter ended
September 25, 2004]
|-------- | ---------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------

|(10.33) | Form
of Restricted Stock Agreement used in conjunction with the Gehl Company
               2004 Equity Incentive Plan [Incorporated by reference to Exhibit 10.4 of
the                Companys Quarterly Report on Form 10-Q for the quarter ended
September 25,                2004]
|------- | ----------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------

|(10.34)* | Directors
Compensation schedule effective January 1, 2005 [Incorporated by reference to Exhibit
10.1 to the Companys Current Report on Form 8-K filed on March 2, 2005]
|-------- | -------------------------------------------------------------------------------------------------------------------------------------------------------------------------

|(10.35) | Purchase
and Sale Agreement, dated February 24, 2005, between Gehl Company and Gehl Receivables
LLC            [Incorporated by reference to Exhibit 10.3 to the Companys Current Report
on Form 8-K filed on March            2, 2005]
|------- | ----------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------

|(10.36) | Sale
and Servicing Agreement, dated February 24, 2005, among Gehl Receivables LLC, Gehl
Funding LLC,            Gehl Company, JPMorgan Chase Bank, National Association and
Systems and Services Technologies, Inc.            [Incorporated by reference to Exhibit
10.4 to the Companys Current Report on Form 8-K filed on March            2, 2005]
|------- | --------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------

|(10.37) | Indenture,
dated February 24, 2005, among Gehl Funding LLC, UBS Real Estate Securities Inc. and
           JPMorgan Chase Bank, National Association [Incorporated by reference to
Exhibit 10.5 to the Companys            Current Report on Form 8-K filed on March 2,
2005]
|------- | ------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------

|(10.38) | Note
Purchase Agreement, dated February 24, 2005, among Gehl Funding LLC, Gehl Company and UBS
Real            Estate Securities Inc. [Incorporated by reference to Exhibit 10.6 to the
Companys Current Report on            Form 8-K filed on March 2, 2005]
|------- | ---------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------

|(21) | Subsidiaries
of Gehl Company
|---- | ----------------------------

|(23) | Consent
of PricewaterhouseCoopers LLP
|---- | -------------------------------------

|(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
|------ | ---------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------

|(99) | Proxy
Statement for 2005 Annual Meeting of Shareholders (To be filed with the
               Securities and Exchange Commission under Regulation 14A; except to the
extent                incorporated by reference, the Proxy Statement for the 2005 Annual
Meeting of                Shareholders shall not be deemed to be filed with the
Securities and Exchange                Commission as part of this Annual Report on Form
10-K)
|---- | ------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------

---

* A management contract or
compensatory plan or arrangement.

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

59