W.D. GEHL/GEHL EMPLOYMENT AGREEMENT

INDEX

SECTION 1.    EMPLOYMENT.  . . . . . . . . . . . . . . . . . . . . . . . .   1

SECTION 2.    TERM OF EMPLOYMENT.  . . . . . . . . . . . . . . . . . . . .   2

SECTION 3.    COMPENSATION.  . . . . . . . . . . . . . . . . . . . . . . .   2

SECTION 4.    TERMINATION OF EMPLOYMENT. . . . . . . . . . . . . . . . . .   2

SECTION 5.    CHANGE IN CONTROL. . . . . . . . . . . . . . . . . . . . . .   4

SECTION 6.    BENEFITS.  . . . . . . . . . . . . . . . . . . . . . . . . .   8

   (i)        Retirement/Death Benefit.  . . . . . . . . . . . . . . . . .   8

  (ii)        Bonus. . . . . . . . . . . . . . . . . . . . . . . . . . . .   9

 (iii)        Split Dollar Life Insurance. . . . . . . . . . . . . . . . .   9

SECTION 7.    REIMBURSEMENT OF EXPENSES. . . . . . . . . . . . . . . . . .   9

SECTION 8.    VACATION.  . . . . . . . . . . . . . . . . . . . . . . . . .   9

SECTION 9.    STOCK OPTION.  . . . . . . . . . . . . . . . . . . . . . . .  10

SECTION 10.   ADDITIONAL UNDERTAKINGS OF EXECUTIVE; NON-COMPETITION 
              PROVISIONS.  . . . . . . . . . . . . . . . . . . . . . . . .  10

SECTION 11.   ASSIGNS AND SUCCESSORS.  . . . . . . . . . . . . . . . . . .  11

SECTION 12.   CONSTRUCTION.  . . . . . . . . . . . . . . . . . . . . . . .  11

SECTION 13.   NOTICES. . . . . . . . . . . . . . . . . . . . . . . . . . .  11

SECTION 14.   SEVERABILITY.  . . . . . . . . . . . . . . . . . . . . . . .  12

SECTION 15.   LIMITATION ON PAYMENTS.  . . . . . . . . . . . . . . . . . .  12

SECTION 16.   GOVERNING LAW; RESOLUTION OF DISPUTES. . . . . . . . . . . .  13

SECTION 17.   AMENDMENT. . . . . . . . . . . . . . . . . . . . . . . . . .  14

<PAGE>

                          WILLIAM D. GEHL/GEHL COMPANY
                   AMENDED AND RESTATED EMPLOYMENT AGREEMENT


     THIS AMENDED AND RESTATED EMPLOYMENT AGREEMENT is made by and between

Gehl Company ("GEHL"), a Wisconsin corporation with its principal place of

business in West Bend, Wisconsin, and William D. Gehl, ("Executive") as of

December 19, 1997.

                                    RECITALS

     WHEREAS, GEHL wishes to continue to retain the services of Executive as

its Chairman of the Board, President and Chief Executive Officer and Executive

desires to continue to serve GEHL in that capacity; and

     WHEREAS, GEHL and Executive wish to amend and restate the Employment

Agreement between the parties dated as of December 15, 1995.

     NOW, THEREFORE, in consideration of the mutual promises and agreements

set forth herein, the parties agree as follows:

     Section 1.  Employment.  GEHL shall employ Executive and Executive shall

serve as the Chairman of the Board, President and Chief Executive Officer of

GEHL during the term of employment set forth in Section 2 of this Agreement,

and as such term shall be extended as provided herein.  Executive shall report

only to the Board of Directors of GEHL, and his powers and authority and

responsibilities shall be superior to those of any other officer or employee

of GEHL or of any subsidiary thereof.  Executive agrees, subject to his

election as such, to serve as a Director, and as a member of any committee of

the Board of Directors of GEHL, during such term of employment.

     If at any time during the term of employment, the Board of Directors of

GEHL shall not reelect Executive as Chairman of the Board, President and Chief

Executive Officer of GEHL or shall remove him from such office (other than for

cause), or if at any time during the term of employment Executive shall fail

to be vested by GEHL with the powers and authority of the Chairman of the

Board, President and Chief Executive Officer of GEHL as described above,

Executive shall have the right, by written notice to GEHL, to terminate his

services hereunder, effective as of the last day of the month of receipt by

GEHL of any such written notice, and Executive shall have no further

obligation under this Agreement.  Termination by Executive under this Section

1 shall be treated as a termination of employment by GEHL other than for cause

and shall be governed by the provisions of Section 4 or 5 of this Agreement,

as applicable.

     Section 2.  Term of Employment.  Executive's "term of employment," as

this phrase is used throughout this Agreement, shall be for the period

commencing July 1, 1995, and ending December 31, 1998.

     Section 3.  Compensation.  GEHL shall pay or cause to be paid to

Executive during the period commencing October 1, 1997 through the end of the

term of employment a minimum base salary of Three Hundred Thousand Dollars

($300,000.00) per annum, payable in twenty-six (26) equal installments

(subject to the appropriate withholding items).  This salary shall be reviewed

at least annually by the GEHL Board of Directors or a committee thereof and

increased or decreased in its discretion, subject to the minimum above.

     Section 4.  Termination of Employment.  If Executive's employment is

involuntarily terminated by Gehl during the term of employment for any reason

other than (i) cause, as defined below in this Section 4, (ii) circumstances

governed by Section 5 hereof or (iii) Executive's death or disability,

Executive shall be entitled to receive, and GEHL shall be obligated to pay,

his full base salary set forth in Section 3 above as in effect immediately

prior to such termination, for one (1) full year from date of termination. 

During such year, Executive shall also continue to participate in all group

welfare benefit plans and programs of GEHL referred to in the first sentence

of Section 6 hereof to the extent that such continued participation is

possible under the general terms and provisions of such plans and programs. 

In the event that Executive's continued participation in any such plans and

programs is barred, and in lieu thereof, Executive shall be entitled to

receive for the above period an amount equal to the sum of the average annual

contributions, payments, credits, or allocations made by GEHL to him, to his

account, or on his behalf over the three (3) fiscal years (or fraction

thereof) of GEHL preceding the termination of his employment under such plans

and programs from which his continued participation is barred.

     Termination by GEHL for "cause" shall mean termination by action of the

GEHL Board of Directors because of the failure of Executive to fulfill his

obligations under this Agreement or because of serious willful misconduct by

Executive in respect of his obligations under this Agreement, as, for example,

the commission by Executive of a felony or the perpetration by Executive of a

common-law fraud against GEHL or any major material action (i.e., not

procedural or operational differences) taken against the expressed directive

of the Board.

     If Executive's employment is terminated by Executive, as a result of

Executive's death or disability, or by GEHL for cause, Executive's base salary

shall terminate on such date, and Executive's participation in GEHL's fringe

benefit plans shall terminate in accordance with their terms.

     Section 5.  Change in Control.  In the event a Change in Control, as

defined below, occurs during the term of Executive's employment under this

Agreement, the Executive's term of employment shall be automatically extended

to a date which is two years after the occurrence of the Change in Control

(such two-year extended term of employment referred to in this Section 5 as

the "Change in Control Contract Term").  In addition, upon the occurrence of a

Change in Control, (i) the unvested stock options awarded to Executive under

the Gehl 1995 Option Plan shall vest, (ii) the Executive's Bank Balance in the

Bonus Bank under the Gehl Shareholder Value Added Management Incentive

Compensation Plan shall vest and be paid and (iii) all restrictions limiting

the exercise, transferability, entitlement or incidents of ownership of any

outstanding award, including options, restricted stock, supplemental

retirement and death benefits, deferred compensation, or other property or

rights granted to the Executive after the date of this Agreement (other than

pursuant to plans of general application to salaried employees such as tax-

qualified retirement plans, life insurance and the health plan) shall lapse,

and such awards shall become fully vested and be held by or for the Executive

free and clear of all such restrictions.  This provision shall apply to all

such property or rights notwithstanding the provisions of any other plan or

agreement.

     If Executive's employment shall be terminated by GEHL without cause (as

defined in Section 4) or the Executive shall terminate his employment for Good

Reason (as defined below in this Section 5) during the Change in Control

Contract Term, or if GEHL shall terminate Executive's employment without cause

within six (6) months before the execution of a definitive purchase agreement

that ultimately results in a Change in Control and Executive shall reasonably

demonstrate that such termination was in connection with or in anticipation of

the Change in Control, Executive shall be entitled to the following paid in a

lump sum within 30 days of the date of the Executive's termination of

employment hereunder (the "Termination Date"):

     (a)  The base salary as then in effect under Section 3 hereof ("the

     Current Base Salary") through the Termination Date to the extent not

     theretofore paid;

     (b)  The bonus which would be earned by Executive through the Termination

     Date computed under GEHL's bonus plan, ignoring any requirement that

     Executive be employed through the end of the fiscal year and not reduced

     for any deferrals which would otherwise be required under the bonus plan;

     (c)  Any compensation previously deferred, including that deferred under

     any bonus plan as then in effect, which deferrals shall become

     immediately vested upon the Change in Control, to the extent not

     previously paid; and

     (d)  Three (3) times the sum of (i) the Current Base Salary and (ii) the

     highest bonus amount earned by the Executive in any of the five fiscal

     years which precede the year in which the Termination Date occurs,

     including any amounts deferred.

     In addition, for twenty-four (24) months after the Termination Date, GEHL

shall provide to the Executive and his family medical benefits at least

substantially equal on a pre-tax basis to those provided to him and his family

just prior to the date of the Change in Control, whether pursuant to a group

plan or individual coverage.  Notwithstanding the foregoing, if Executive

obtains employment during the 24-month period and family medical benefits are

available from the new employer, GEHL's obligation under this paragraph shall

cease for so long as Executive remains employed.

     In no event shall Executive be obligated to seek other employment or take

any other action by way of mitigation of the amounts payable to the Executive

under this Section 5 and such amounts shall not be reduced (except to the

extent set forth in the immediately preceding paragraph) whether or not the

Executive obtains other employment.  In addition, GEHL will not be entitled to

reduce the amounts payable under this Section 5 for any claims or rights it

may have against Executive.

     "Change in Control," for the purposes of this Agreement, shall be defined

as one of the following:

     (i)  securities of GEHL representing 25% or more of the combined voting

     power of GEHL's then outstanding voting securities are acquired pursuant

     to a tender offer or an exchange offer; or 

     (ii) the shareholders of GEHL approve a merger or consolidation of GEHL

     with any other corporation as a result of which less than fifty percent

     (50%) of the outstanding voting securities of the surviving or resulting

     entity are owned by the former shareholders of GEHL (other than a

     shareholder who is an "affiliate," as defined under rules promulgated

     under the Securities Act of 1933, as amended, of any party to such

     consolidation or merger); or

     (iii)the shareholders of GEHL approve the sale of substantially all of

     GEHL's assets to a corporation which is not a wholly-owned subsidiary of

     GEHL; or

     (iv) any person becomes the "beneficial owner," as defined under rules

     promulgated under the Securities Exchange Act of 1934, as amended,

     directly or indirectly, of securities of GEHL representing twenty-five

     percent (25%) or more of the combined voting power of GEHL's then

     outstanding securities the effect of which (as determined by the Board)

     is to take over control of GEHL; or

     (v)  during any period of two consecutive years, individuals who, at the

     beginning of such period, constituted the Board of Directors of GEHL

     cease, for any reason, to constitute at least a majority thereof, unless

     the election or nomination for election of each new director was approved

     by the vote of at least two-thirds of the directors then still in office

     who were directors at the beginning of the period.

     "Good Reason" for the purposes of this Agreement, shall be defined as the

occurrence of any one of the followng events or conditions after, or in

anticipation of, the Change in Control.

     (i)  The removal of the Executive from, or any failure to reelect or

     reappoint the Executive to, any of the positions held with GEHL on the

     date of the Change in Control or any other posotions with GEHL to which

     the Executive shall thereafter be elected, appointed or assigned, except

     in connection with the termination of his employment for disability,

     cause, as a result of his death or by the Executive other than for Good

     Reason;

     (ii) A good faith determination by the Executive that there has been a

     significant adverse change, without the Executive's written consent, in

     the Executive's working conditions or status with GEHL from such working

     conditions or status in effect immediately prior to the Change in

     Control, including but not limited to (A) a significant change in the

     nature or scope of the Executive's authority, powers, functions, duties

     or responsibilities, or (B) a significant reduction in the level of

     support services, staff, secretarial and other assistance, office space

     and accoutrements;

     (iii)Any material breach by GEHL of any provision of this Agreement;

     (iv) Any purported termination of the Executive's employment for cause by

     GEHL which is determined under Section 16 not to be for conduct

     encompassed in the definition of cause contained herein;

     (v)  The failure of GEHL to obtain an agreement, satisfactory to the

     Executive, from any successor or assign of GEHL, to assume and agree to

     perform this Agreement, as contemplated in Section 11 hereof; or

     (vi) GEHL's requiring Executive to be based at any office or location

     which is not within a fifty (50) mile radius of West Bend, Wisconsin,

     except for travel reasonably required in the performance of Executive's

     responsibilities hereunder, without Executive's consent.

For purposes of this Section 5, any good faith determination of Good Reason

made by the Executive shall be conclusive.

     Section 6.  Benefits.  Executive shall be entitled to participate in any

group insurance, hospitalization, medical, health and accident, disability, or

similar plan or program of GEHL now existing or established hereafter to the

extent that he is eligible under the general provisions thereof.

     Furthermore, Executive shall be entitled to other payments, in addition

to the base salary above, as provided below:

     (i)  Retirement/Death Benefit.  The Supplemental Retirement Benefit

     Agreement between Executive and GEHL shall dictate the Retirement/Death

     benefits other than those provided under the employee benefit plans

     generally available to all salaried employees.  Such Supplemental

     Retirement Benefit Agreement is specifically referenced and made a part

     hereof.

     (ii) Bonus.  Executive shall be entitled to an annual cash  bonus as

     calculated in accordance with the Company's SVA Plan in the event the

     Executive is employed with GEHL on the last day of the applicable

     calendar year.  Notwithstanding the foregoing, in the event Executive's

     employment is terminated during the applicable year as a result of death

     or disability or by GEHL for any reason other than cause, as defined in

     Section 4 hereof, or circumstances governed by Section 5 hereof,

     Executive shall be entitled to a pro rata portion of the bonus which

     would otherwise have been payable for such calendar year of termination. 

     The pro rata portion shall be equal to the number of completed months in

     the calendar year through the date of termination divided by twelve (12).

     (iii)     Split Dollar Life Insurance.  Executive, as the insured, a

     trust for the benefit of Executive's family (the "Trust"), as the owner,

     and GEHL have entered into the Split Dollar Insurance Agreement regarding

     the purchase of a $1 million whole life insurance policy.  The Trust

     shall execute a collateral assignment of such policy to GEHL to secure

     its interest therein as provided in the Split Dollar Insurance Agreement. 

     Said agreement is specifically referenced and made a part hereof.

     Section 7.  Reimbursement of Expenses.  GEHL shall pay or reimburse

Executive for all reasonable travel and other expenses in accordance with GEHL

policy.  GEHL further agrees to furnish Executive with a private office and a

private secretary and such other assistance and accommodations as shall be

suitable to the character of Executive's position with GEHL and adequate to

the performance of his duties hereunder.

     Section 8.  Vacation.  Executive shall be entitled to four (4) weeks paid

vacation each year.

     Section 9.  Stock Option.  Concurrent with the original execution of this

Agreement, Executive and GEHL entered into a Stock Option Agreement,

specifically referenced herein and made a part hereof, wherein Executive was

granted as of July 19, 1995 an option to purchase 100,000 shares of GEHL

common stock under the 1995 Stock Option Plan.

     Section 10.  Additional Undertakings of Executive; Non-competition

Provisions.  Executive agrees that during the term of employment under this

Agreement he will apply on a full-time basis (allowing for usual vacations and

sick leave) all of his skill and experience to the performance of his duties

in such employment.  It is understood that Executive may have other business

investments and participate in other business ventures which may, from time to

time, require minor portions of his time, but which shall not interfere or be

inconsistent with his duties hereunder.  Executive agrees that during the term

of employment and for one (1) year thereafter, or, in the event of termination

of his employment by GEHL for cause (as defined in Section 4 above) for two 

(2) years after such termination, Executive will not, without the prior

written approval of the Board of Directors of GEHL, become an owner, officer,

employee, agent, partner, or director of any business enterprise in

substantial direct competition (as defined below) with GEHL or any subsidiary

of GEHL as the business of GEHL or any subsidiary of GEHL may be constituted

during the term of employment or at the termination thereof.  If Executive's

employment is terminated by GEHL other than for cause (as defined in Section 4

above), he will not be subject to any restrictions under this Section 10.

     If Executive's employment by GEHL is terminated by him (other than under

the circumstances set forth in Section 1 above), in breach of this Agreement

during the term of employment, Executive shall not, for a two (2)-year period

following such termination, become an owner, officer, employee, agent,

partner, or director of any business enterprise in substantial direct

competition (as defined below) with GEHL or any subsidiary of GEHL as the

business of GEHL or any subsidiary of GEHL may be constituted at the time of

such termination.

     For the purposes of this Section 10, a business enterprise with which

Executive becomes associated as an owner, officer, employee, agent, partner or

director, shall be considered in "substantial direct competition," if, during

a year (adjusted for fractions of a year in respect of a new enterprise) when

such competition is prohibited, its sales of any product or service sold by

GEHL or any subsidiary of GEHL amount to more than either ten percent (10%) of

its (new enterprise) total sales or Ten Million ($10,000,000.00) Dollars.

     Section 11.  Assigns and Successors.  The rights and obligations of GEHL

under this Agreement shall inure to the benefit of and shall be binding upon

the successors and assigns of GEHL and GEHL shall require any successor or

assign (whether direct or indirect, by purchase, merger, consolidation or

otherwise) to expressly assume and agree to perform this Agreement in the same

manner and to the same extent that GEHL would be required to perform if no

such succession or assignment had taken place.

     Section 12.  Construction.  This Agreement shall be construed under the

laws of the State of Wisconsin.  Section headings are for convenience only and

shall not be considered a part of the terms and provisions of this Agreement.

     Section 13.  Notices.  All notices under this Agreement shall be in

writing and shall be deemed effective when delivered in person (in GEHL's

case, to its Secretary) or by facsimile to the number provided for such

purpose by the applicable party or forty-eight (48) hours after deposit

thereof in the U.S. mails, postage prepaid, addressed, in the case of

Executive, to his last known address as carried on the personnel records of

GEHL and, in the case of GEHL, to the corporate headquarters, attention of the

Secretary, or to such other address as the party to be notified may specify by

notice to the other party.

     Section 14.  Severability.  Should it be determined that one or more of

the clauses of this Agreement is (are) found to be unenforceable, illegal,

contrary to public policy, etc., this Agreement remains in full force and

effect except for the unenforceable, illegal, or contrary to public policy

provisions.

     Section 15.  Limitation on Payments.

     (a)  Notwithstanding anything contained herein to the contrary, prior to

the payment of any amounts pursuant to Section 5 hereof, a national accounting

firm designated by GEHL (the "Accounting Firm") shall compute whether there

would be any "excess parachute payments" payable to the Executive, within the

meaning of Section 280G of the Internal Revenue Code of 1986, as amended (the

"Code"), taking into account the total "parachute payments," within the

meaning of Section 280G of the Code, payable to the Executive by GEHL or any

successor thereto under this Agreement and any other plan, agreement or

otherwise.  If there would be any excess parachute payments, the Accounting

Firm will compute the net after-tax proceeds to the Executive, taking into

account the excise tax imposed by Section 4999 of the Code, if (i) the

payments hereunder were reduced, but not below zero, such that the total

parachute payments payable to the Executive would not exceed three (3) times

the "base amount" as defined in Section 280G of the Code, less One Dollar

($1.00) or (ii) the payments hereunder were not reduced.  If reducing the

payments hereunder would result in a greater after-tax amount to the

Executive, such lesser amount shall be paid to the Executive.  If not reducing

the payments hereunder would result in a greater after-tax amount to the

Executive, such payments shall not be reduced.  The determination by the

Accounting Firm shall be binding upon GEHL and the Executive subject to the

application of Section 22(b) hereof.

     (b)  As a result of the uncertainty in the application of Section 280G of

the Code, it is possible that excess parachute payments will be paid when such

payment wold result in a lesser after-tax amount to the Executive; this is not

the intent hereof.  In such cases, the payment of any excess parachute

payments will be void ab initio as regards any such excess.  Any excess will

be treated as a loan by GEHL to the Executive.  The Executive will return the

excess to GEHL, within fifteen (15) business days of any determination by the

Accounting Firm that excess parachute payments have been paid when not so

intended, with interest at an annual rate equal to the rate provided in

Section 1274(d) of the Code (or 120% of such rate if the Accounting Firm

determines that such rate is necessary to avoid an excise tax under Section

4999 of the Code) from the date the Executive received the excess until it is

repaid to GEHL.

     (c)  All fees, costs and expenses (including, but not limited to, the

cost of retaining experts) of the Accounting Firm shall be borne by GEHL and

GEHL shall pay such fees, costs and expenses as they become due.  In

performing the computations required hereunder, the Accounting Firm shall

assume that taxes will be paid for state and federal purposes at the highest

possible marginal tax rates which could be applicable to the Executive in the

year of receipt of the payments, unless the Executive agrees otherwise.

     Section 16.  Governing Law; Resolution of Disputes.  This Agreement and

the rights and obligations hereunder shall be governed by and construed in

accordance with the laws of the State of Wisconsin.  Any dispute arising out

of this Agreement shall, at the Executive's election, be determined by

arbitration under the rules of the American Arbitration Association then in

effect (in which case both parties shall be bound by the arbitration award) or

by litigation.  Whether the dispute is to be settled by arbitration or

litigation, the venue for the arbitration or litigation shall be West Bend,

Wisconsin or, at the Executive's election, if the Executive is no longer

residing or working in the West Bend, Wisconsin metropolitan area, in the

judicial district encompassing the city in which the Executive resides;

provided, that, if the Executive is not then residing in the United States,

the election of the Executive with respect to such venue shall be either West

Bend, Wisconsin or in the judicial district encompassing that city in the

United Sates among the thirty cities having the largest population (as

determined by the most recent United States Census data available at

termination date) which is closest to the Executive's residence.  The parties

consent to personal jurisdiction in each trial court in the selected venue

having subject matter jurisdiction notwithstanding their residence or situs,

and each party irrevocably consents to service of process in the manner

provided hereunder for the giving of notices.

     Section 17.  Amendment.  No modification or amendment to this Agreement

may be made without the written consent of the parties hereto.

     IN WITNESS WHEREOF, GEHL COMPANY has caused this Agreement to be executed

by its duly authorized officers, and Executive has hereunto set his hand, all

as of the date set forth above.



Attest:                                GEHL COMPANY
                                       s/s Fred M. Butler
Its:  Secretary                        Its:Director

                                       s/s William D. Gehl
Witness as to William D. Gehl          Executive