SECURITIES AND EXCHANGE COMMISSION
                           Washington,  D.C.    20549

                                  FORM  10-K

[x]          ANNUAL  REPORT  PURSUANT  TO  SECTION  13  OR  15(d)
        OF  THE  SECURITIES  EXCHANGE  ACT  OF  1934
          FOR  THE  FISCAL  YEAR  ENDED  DECEMBER  31,  1996
                                            OR
[  ]          TRANSITION  REPORT  PURSUANT  TO  SECTION  13  OR  15(d)
        OF  THE  SECURITIES  EXCHANGE  ACT  OF  1934
         FOR  THE  TRANSITION  PERIOD  FROM  ______  TO  _________

Commission  File  No.  001-12049

                           GRADALL INDUSTRIES, INC.
            (Exact name of registrant as specified in its charter)

                 DELAWARE                        36-3381606
    (State  or  other jurisdiction of         (I.R.S.  Employer
      incorporation or organization)         Identification  Number)

  406 MILL AVENUE S.W., NEW PHILADELPHIA, OHIO                      44663
   (Address of principal executive offices)                       (Zip Code)

      Registrant's telephone number, including area code: (330) 339-2211

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

          Securities registered pursuant to Section 12(g) of the Act:
                         COMMON STOCK, $.001 PAR VALUE
                               (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 .
                                 ---

     The  aggregate market value of the voting stock held by non-affiliates of
the  registrant  as  of  February  28,  1997  was  $65,957,541.

     The  number  of  shares outstanding of registrant's common stock, without
par  value,  as  of  February  28,  1997  was  8,939,294.

                      DOCUMENTS INCORPORATED BY REFERENCE

     Portions  of  the  registrant's  Proxy  Statement to be filed pursuant to
Regulation  14A  with  respect  to the 1997 Annual Meeting of Shareholders are
incorporated  in  Part  III  of  this  Form.

                                    PART I
                                    ------

Item  1.    BUSINESS
            --------

THE  COMPANY

     Gradall  Industries, Inc. (the "Company") was incorporated in Delaware in
1985  as  a holding company to acquire all of the outstanding capital stock of
The  Gradall  Company,  an  Ohio  corporation.

     The  Gradall  Company  is  a  leading  manufacturer  of wheeled hydraulic
excavators  and  rough-terrain  variable reach material handlers.  The Gradall
Company  was  established  in  1946  by  the  Warner  and  Swasey  Company  to
manufacture and market a newly designed hydraulic excavator featuring a unique
rotating,  telescopic  boom  and a truck mounted design.  In 1982, The Gradall
Company  acquired  a  product line of material handlers which it redesigned to
incorporate  its  telescopic  boom  technology  and  rough-terrain  expertise.

     In  1995, the Company consummated a series of transactions which resulted
in  a new capitalization and ownership structure (the "1995 Recapitalization")
pursuant  to which (i) MLGA Fund II, L.P. and its affiliates acquired 82.5% of
the  Company's  common stock, (ii) certain officers and key employees acquired
10%  of  the  Company's  common  stock,  (iii) the percentage ownership of the
Company's  common  stock held by its existing stockholders was reduced to 7.5%
through the redemption of 92.5% of the previously outstanding common stock and
(iv)  the  Company  issued  $2,000,000  of  preferred  stock  to  the existing
stockholders.    As  part  of  the 1995 Recapitalization, the Company sold $10
million of 12.5% senior subordinated notes in a private placement and obtained
a  $10  million  term  loan  and  a  $  22  million revolving credit facility.

     In  September 1996, the Company sold 2,950,000 shares of its common stock
in  an  initial  public offering at a price of $10 per share.  Net proceeds to
the Company after underwriting discounts and offering costs were approximately
$26.9 million.  Proceeds from the offering were used to redeem the outstanding
preferred  stock and the senior subordinated notes, to repay the term loan and
to  reduce  the  Company's  debt  under  the  revolving  credit facility.  The
Company's  common  stock    is  listed on the Nasdaq National Market under the
symbol  "GRDL."

     The  Company's principal offices are located at 406 Mill Avenue S.W., New
Philadelphia, Ohio  44663, and its telephone number is (330) 339-2211.  Unless
the  context  otherwise requires, the "Company" or "Gradall" refers to Gradall
Industries,  Inc.  and  its  wholly-owned  subsidiary,  The  Gradall  Company.

OVERVIEW

     Gradall  is  a  leading  manufacturer of wheeled hydraulic excavators and
rough-terrain  variable  reach  material  handlers  as well as related service
parts.    The  Company's  products  are  marketed
<PAGE>
under  the  widely  respected Gradall tradename and are distinguished by their
telescopic  boom  technology,  versatility,  productivity  and  reliability.
Gradall's  telescopic  booms,  which  are  manufactured  from  high-strength
specialty  steel, are unique both in their shape and engineering design, which
provide  added  strength  with minimal weight, and, in the case of excavators,
their  ability  to  rotate  a  full 360 degrees.  Gradall products serve niche
markets  within  the  construction  equipment  industry  and typically command
premium  prices.  In 1996, total sales were $140.9 million, comprised of $55.1
million  in  sales  of excavators, $70.4 million in sales of material handlers
and  $15.4 million in sales of service parts.  Since January 1993, the Company
has  introduced  12  new  products  which  accounted  for  in excess of 50% of
Gradall's  net  sales  in  1996.

     Gradall  excavators  are  typically  used  by  general  contractors  and
government agencies for ditching, sloping, finish grading, general maintenance
and  infrastructure  projects.    The  Company's  excavators  are sold through
approximately  47  independent  distributors  at  approximately  142 locations
throughout  North  America.    The introduction and ongoing development of the
Company's  XL  Series  excavators  featuring  the  unique  Gradall  rotating,
telescopic  booms  with  high-pressure  hydraulics have allowed the Company to
continue  to dominate its traditional niche market of wheeled, telescopic boom
excavators  and to strengthen its competitive position in the larger market of
conventional  crawler  excavators,  a  market  historically  dominated  by
knuckle-boom  technology.

     Gradall rough-terrain variable reach material handlers are typically used
by  residential,  non-residential  and  institutional building contractors for
lifting,  transporting  and placing a wide variety of materials at their point
of  use  or  storage.    The  Company's  material  handlers  are  sold through
approximately  45  independent  distributors  at  approximately  135 locations
throughout  North  America.    In  addition,  Gradall  material  handlers  are
available  at  national  rental  companies at over 130 locations.  The Company
continues  to  introduce  new  material  handlers  with  Gradall's  unique  90
rear-pivot steering, hydrostatic drive and low profile design which provide an
exceptional  combination  of maneuverability, versatility and stability.  This
new  product  development has allowed the Company to remain competetive in the
rapidly  growing  rough-terrain  variable  reach  material  handler  market.

     Gradall's  strategy  is  to  design  and  produce  high quality hydraulic
excavators  and  material  handlers  for  niche  markets  while simultaneously
reducing  manufacturing  costs  and  increasing  production  efficiencies.
Gradall's ability to design and customize each of its product lines to fit the
specifications  of  its  customers  augments  the  uniqueness of the Company's
products.    In  addition, in 1995, the Company commenced a multi-year program
designed  to  expand  plant capacity and reduce production costs by increasing
labor  efficiency  and  equipment  productivity  and  improving  quality.  The
Company  invested  $4.2  million  in  1995  and  $2.2 million in 1996, with an
additional  $2.0  million  in  capital  improvements  ordered  in 1996 but not
received  until  the  first  quarter of 1997.  During the balance of 1997, the
Company  currently  plans  to  invest approxiately $4.2 million for additional
capital  improvements  under  this  program.    Management believes that these
strategies  have  enabled  the  Company  to  increase  substantially  its
profitability  in  recent  years.


<PAGE>
THE  INDUSTRY

     Gradall  competes principally in the construction equipment industry.  In
1995,  the  latest  year  for which U.S. industry figures have been published,
sales  of  construction  equipment  exceeded  $15  billion.    In  1996, total
construction  spending  was  approximately  $503  billion.    The construction
equipment  industry  is  highly  competitive  and  global  in scope.  The U.S.
construction  equipment  industry  consists  of  about 700 manufacturers.  The
demand  for  construction  equipment  is  largely  driven  by general economic
conditions.

     Since  the  beginning  of  1993,  the construction equipment industry has
grown  due  to  improved general economic conditions, increased public funding
for  infrastructure  projects  and increased demand for rental equipment.  The
U.S. Department of Commerce has estimated that more than half of the country's
major  highways  and  one-third  of  the  bridges  are in need of some repair.
Gradall  management  believes  that the need for such repairs will continue to
benefit  the  demand for the Company's products to the extent that funding for
such  repairs  is available.  In addition, construction machinery rentals have
increased  due  to  the  need  for  specific,  high-cost  equipment  for short
durations,  strong  construction  market  demand  for  equipment  with  broad
applications  and  the  lack  of  an investment tax credit for purchasers.  In
particular,  the  market  for material handlers, which typically are rented by
distributors or other rental companies before being sold in the retail market,
has  notably  increased  over the past several years consistent with the trend
towards  rental  of  construction equipment.  Another important element of the
current demand for construction machinery is the replacement of older machines
with  new  and  more  versatile  ones.   The Company believes that the present
popularity  of  machines  with multiple functions, faster work cycles, ease of
transport  and special attachments, such as Gradall products, will continue in
the  future.

     Excavators.    The total market for hydraulic excavators in North America
grew  from  approximately  11,000  units  in  1993 to 16,000 units in 1995 and
decreased  to 14,700 units in 1996.  The growth in the market through 1995 was
due  to  improved  general  economic  conditions and expanding applications of
hydraulic excavators.  The market decrease from 1995 to 1996 was primarily due
to  adverse  weather  conditions  which  caused  a slow first quarter in 1996.
Excavators  were  traditionally  used  for  earth  moving  and  below-ground
applications  such  as  trenching, road construction, site development, mining
and  irrigation.    The  use  of  excavators  has  expanded  to  include  many
above-ground  applications  such  as  demolition, bridge work, hazardous waste
clean-up,  scrap  handling  and  forestry  work  as  well  as  applications at
industrial  sites  such  as  mines  and  steel  mills.

     The  excavator  market  may  be  divided  into  two  product  categories
consisting  of  track-mounted  "crawler"  excavators (which is further divided
into  several  size  classes) and wheel-mounted "wheeled" excavators, which in
recent years have constituted approximately 96% and 4% of the total market for
excavators,  respectively.  The conventional crawler excavator market has been
traditionally  dominated by knuckle-boom technology.  The Company manufactures
telescopic  boom  crawler excavators in three size classes - 11-14 tons, 19-21
tons  and  24-28 tons - which in 1996 accounted for approximately 10%, 23% and
10%  of  the  total  crawler  excavator  market,  respectively, for a total of
approximately  43%.    The  remainder  of  the  crawler  excavator  market  is
represented  by  size  classes  which  are  smaller  or  larger than the sizes
currently  manufactured  by the Company.  Gradall is a leading manufacturer of
wheeled  telescopic  boom  excavators.    Based  on industry data, the Company
estimates  that  its  market share of wheeled excavators exceeded 45% and that
its  market  share  of  highway  speed,  telescopic boom excavators is 85-90%.

     Material  handlers.  The market for rough-terrain variable reach material
handlers  has  experienced  dynamic  growth  in  recent  years  due  to  new
applications,  increased  rental  demand  and  displacement  of  straight-mast
forklifts  and  small  rough-terrain  cranes.   The retail market for material
handers  has  grown  from approximately 1,900 units in 1993 to more than 6,300
units in 1996.  Material handlers are typically used for lifting, transporting
and  placing  a  wide  variety  of  materials  such as bricks, blocks, lumber,
drywall,  structural  steel  and  roofing  materials  at their point of use or
storage.    The  increased  use  of  new  attachments such as buckets, augers,
winches,  truss  booms,  side  shifting/fork  positioning  carriages and swing
carriages  has  contributed to the development of new applications of material
handlers.

     The  rough-terrain variable reach material handler market is divided into
several  size classes.  The Company manufactures and markets material handlers
in  three  sizes - 6-7,000 lbs., 8-9,000 lbs. and 10,000 lbs. and over - which
in the aggregate represent over 90% of the total market for material handlers.
Based  on  industry  data,  the  Company  estimates  that  its market share of
rough-terrain  variable  reach  material  handlers  is  approximately  17%.

GROWTH  STRATEGY

     The  Company's  growth  strategy  is  to  design and produce high quality
hydraulic  excavators  and  material  handlers  for  niche  markets  while
simultaneously  reducing  manufacturing  costs  and  increasing  production
capacity.    Since  1993,  the Company has introduced 12 new products, and its
sales  increased  from  $72.2  million  in  1993 to $140.9 million in 1996 and
operating income increased from $1.8 million in 1993 to $17.9 million in 1996.
The  key  components  of  the  Company's  strategy  are:

     Develop  unique  products.    The  Company  remains committed to devoting
significant  resources  toward engineering and producing unique excavators and
material  handlers.    With  the  development of its XL Series excavators, the
Company  introduced new products to the conventional crawler excavator market.
The  XL Series excavators are exceptional because they combine the versatility
of  the  Gradall  rotating,  telescopic  boom  with  the  productivity  of
high-pressure  hydraulics.    Shipments  of  the XL 2200, the latest XL Series
model which will compete in the 11-14 ton size class, are expected to commence
in  April 1997, assuming, that the Company is able to successfully resolve the
current  work  stoppage.   In 1994, the Company significantly strengthened its
material  handler  product  line  with  the introduction of a new model in the
8-9,000 lbs. size class; and, in March 1996, Gradall introduced a new material
handler  in  the  10,000  lbs. and over size class which is one of the largest
material  handlers  in  the  industry.    The  Company's  product  development
engineers  are  currently  designing  additional  new  excavators and material
handlers  which  Gradall  plans  to  market  in  the  near  future.

<PAGE>
     Target  niche  markets.    The  Company  is  committed to maintaining its
leading  position in its traditional niche market of highway speed, telescopic
boom  excavators and to gain a strong position in several niche markets in the
rough  terrain  and  conventional  crawler market.  Prior to 1993, the Company
focused  on  the wheeled excavator market which represents approximately 4% of
the  total  excavator market.  Although this niche market accounts for a small
portion  of  the  overall  excavator  market,  it is an increasing market that
generates  consistent  profit margins.  With the introduction of the XL Series
excavators  in  1993,  the  Company significantly strengthened its competitive
position  in several size classes of the conventional crawler excavator market
which  in  the aggregate currently represent approximately 43% of that market.
Gradall believes that it is well-positioned to take advantage of the niches in
the  crawler excavator market which demand premium full-featured products.  In
the  material handler market, the Company focuses on the segment which demands
a  reliable,  premium  product  that  offers  a  high level of versatility and
maneuverability.    The  Company  believes it is well-positioned to compete in
this  dynamically  growing  market.

     Improve  manufacturing  processes.    An  important  element of Gradall's
growth  strategy  is  to  expand profit margins through improved manufacturing
processes.    In  1995, the Company commenced a multi-year program designed to
expand  plant  capacity  and  reduce  production  costs  by  increasing  labor
efficiency  and  equipment  productivity  and  improving quality.  The Company
invested  $4.2  million  in  1995 and $2.2 million in 1996, with an additional
$2.0  million  in  capital improvements ordered in 1996 but not received until
the  first quarter of 1997.  During the balance of 1997, the Company currently
plans to invest approximately $4.2 million for additional capital improvements
under  this  program.    The recent capital improvements have included robotic
welding  systems,  fabrication  equipment  and  direct  computer-controlled
equipment for cellular production.  Gradall has also adopted programs designed
to  reward  its  employees  for  improvements  in  overall  productivity  and
profitability.    In  addition, the Company has implemented aggressive quality
programs  in  the  areas  of  statistical  process  control,  warranty expense
reduction  and  quality  assurance.    Gradall believes its recent and planned
investments  in  automation  and  technology,  material  control, productivity
incentives  and  quality   programs should improve its manufacturing processes
and  benefit  profit  margins  in  the  future.

     Emphasize  quality.    Gradall  has  adopted  a  "continuous improvement"
strategy  for  every  facet  of  its  operation.   The Company has carried the
continuous  improvement  concept  beyond  the scope of the traditional quality
definition  to  include  product  development  and  employee  training  and
development.  This strategy has led to significant reductions in the Company's
total  cost of quality (defined as warranty, rework and scrap expenses), which
declined  from  2.6%  of  sales  in  1993  to  1.7%  in 1996.  The Company has
implemented  statistical  process controls, a monitored product quality review
program  and  a  formal  supplier  quality  assurance  program.

     Increase distributor support.  The Company believes that its distribution
network  is  among  the  strongest in the industry and a core strength for its
future  growth.  The Company plans to further enhance its distribution network
by  continuing  to  produce  unique  new products, provide marketing and sales
support through its regional sales managers, and provide technical and service
support  through  its  district  service  managers.

<PAGE>
     Expand  service  parts business.  Management has focused on expanding the
Company's  service  parts  business to increase revenues and profits by taking
advantage  of  the  growth in the working population of Gradall excavators and
material  handlers.   As a part of this focus, the Company has implemented the
Gradall  On  Line Distributor ("GOLD") computer system which links the Company
and  its  distributors  to  facilitate  communications  regarding  orders,
availability  and  other  information  involving  Gradall  service  parts.

     Pursue  joint venture and international business opportunities.  Although
substantially  all  of  the  Company's  business  has  been  focused  in North
American,  the  Company  believes  its  increased  product development efforts
should  enable  the  Company to take advantage of international opportunities,
including  infrastructure development in emerging markets in the former Soviet
Union  and Asia.  The Company currently has a joint venture to manufacture and
market  material  handlers  in  Eastern  Europe  and  is  exploring  other
international  opportunities.  In  addition,  the  Company  has  embarked on a
program  to  obtain  its  ISO  9001  certification  in  order  to  assist  the
international  marketing  of  its  products.

     Capitalize on greater financial flexibility.  The Company intends to take
advantage  of  its  improved  financial  position  to  expand the scope of its
operations  through further development of its products, manufacturing process
and  distribution  network  and  through the pursuit of possible acquisitions.
The  Company  believes  it  will  have  the  opportunity to participate in the
current  trend  of  consolidation  in  the  construction  equipment  industry,
although  it  is  not  currently  involved  in  any active discussions in this
regard.

PRODUCTS  AND  MARKETS

     The  Company  engineers,  manufactures  and  markets  premium  hydraulic
excavators  and  material  handlers  which incorporate Gradall's unique design
features.  In addition, the Company manufactures and markets service parts for
its  excavators  and  material  handlers.  Since January 1993, the Company has
introduced 12 new products which accounted for more than 50% of total sales in
1996.

<TABLE>
<CAPTION>

                        REVENUE BY PRODUCT CATEGORY (1)

                          YEAR ENDED DECEMBER 31,
                          -----------------------
                    1992   1993   1994    1995    1996
                   ------  -----  -----  ------  ------
                         (DOLLARS IN MILLIONS)
<S>                <C>     <C>    <C>    <C>     <C>
Excavators         $ 33.8  $40.2  $45.2  $ 49.2  $ 55.1
Material handlers    12.2   21.4   30.7    53.6    70.4
Service parts        11.6   10.7   12.9    15.6    15.4
                   ------  -----  -----  ------  ------
Total              $ 57.7  $72.2  $88.8  $118.4  $140.9
                   ======  =====  =====  ======  ======
<FN>

_______________
(1)   The sum in any column may not equal the indicated total due to rounding.
</TABLE>



<PAGE>
Excavators

     All  Gradall  excavators  are  distinguished by their rotating telescopic
boom  technology,  versatility,  productivity  and  reliability.    Gradall
excavators  are  typically  used  for  ditching, sloping, finished grading and
general  maintenance  which  often  require  precise boom and bucket movements
which conventional knuckle-boom excavators cannot provide.  Gradall excavators
are also used at various construction sites with restricted overhead clearance
areas  or  other  operating  requirements  where  it  would  be  difficult for
conventional  knuckle-boom  excavators  to  operate.   Gradall's highway speed
excavators are particularly useful to customers who require their equipment to
be  at  multiple  locations  within short periods of time.  Gradall excavators
compete  in  the  wheeled  excavator  category  and  three size classes in the
crawler  excavator  category.

     A  brief  description  of  Gradall  excavator  models  is  as  follows:

     G3WD  Series  E.    This model is a single-engine highway speed excavator
purchased  primarily by state and local government agencies.  The mobility and
versatility  of this product are its primary market strengths since it enables
the  user  to do the work of three machines - an excavator, grader and wheeled
loader.    The  Company's  ability  to  customize  this  product  to  meet the
specifications  required  by  government  agency  bid  contracts  gives  it  a
particular  competitive  advantage.

     XL Series. The Company formally introduced the XL Series in March 1993 to
enhance  its competitive position in the larger market segment of conventional
crawler excavators. The XL Series products compete in the 11-14 ton, 19-21 ton
and 24-28 ton size classes which in the aggregate constitute approximately 43%
of  the  entire  crawler  excavator market. The XL Series products combine the
versatility  of the Gradall telescopic boom technology with the performance of
high-pressure  hydraulics.  The  XL  Series  products have more than twice the
productivity  and  efficiency  of  the  Gradall  models  they  replaced.

XL2000  Series.  This  model,  shipments  of which are expected to commence in
April  1997,  assuming,  that the Company is able to successfullly resolve the
current  work  stoppage,  competes  in  the  11-14  ton class which represents
approximately  10%  of  the  total  crawler  excavator  market.  This model is
designed  to  meet  the  needs  of  residential  and  general  contractors. In
addition,  the  Company's  plans for the XL2000 Series include a rough-terrain
wheeled  version  and  special  industrial versions for use in mines and steel
mills,  respectively.

XL4000  Series.  This  model  competes in the 19-21 ton class which represents
approximately  23% of the total crawler excavator market. The XL4000 Series is
available  in  both wheeled and crawler versions. This model is widely used by
municipalities  and  general  contractors.

XL5000  Series.  This  model  competes  in  the  24-28 ton class traditionally
dominated by conventional crawler knuckle-boom excavators. This class accounts
for approximately 10% of the total crawler excavator market. The XL5000 Series
is  the  largest high-pressure hydraulic excavator manufactured by the Company
and  is  available  in  both wheeled and crawler versions. It is well-accepted
among  infrastructure  and  highway  contractors.

<PAGE>
     In  addition  to  the  above-mentioned models which are primarily used in
construction  applications,  the Company offers excavators in both wheeled and
crawler  versions  which are used in industrial applications such as mines and
steel  mills, respectively. Certain specialized Gradall crawler models are the
accepted  standard  in the steel industry for cleaning furnaces and ladles and
for other steel mill applications. Gradall excavators have also been specially
designed  for  mine  scaling  applications  at  limestone  and  salt  mines.

     The  primary  features  of  Gradall  excavators  are:

          Telescopic boom. The rotating, telescopic boom is well-known for its
versatility  and  strength. The unique design is excellent for production work
such  as  trenching  and  earth  moving  as  well  as precision work including
finished  grading  and  clean-up.

          Wheeled  carriers. The Company's highway speed, wheeled carriers are
designed  and  manufactured  by  Gradall  to meet the needs for a reliable and
durable  carrier.  They  are  offered  in  two,  four  or  six-wheel  drive
configurations.

          Remote control, single cab operation. All Gradall wheeled excavators
are  designed with two cabs-one for the operation of the carrier and the other
for  the  operation of the excavator. They are engineered so that one operator
can  control the carrier by remote control from the excavator cab. This allows
for  greater  versatility  and  adds  significantly to the productivity of the
machine.

          Crawler  undercarriages.  Gradall  crawler  undercarriages  are
specifically  designed  and  manufactured by the Company to provide the speed,
increased  productivity  and  stability  requirements of XL Series excavators.

          Options/attachments.  In addition to a variety of standard features,
Gradall  also  offers  specialized options as requested by customers including
air conditioning, work lights, vandal covers and special auxiliary hydraulics.
Gradall recently announced the introduction of the "telestick" boom attachment
which  extends  the  reach  of  the  XL4000  and  XL5000  Series  excavators
approximately  50%  to  45'5"  and  50'9",  respectively.

Material  Handlers

     All  Gradall  material  handlers  are renowned for their maneuverability,
versatility  and  dependability.  Gradall material handlers are typically used
for  lifting,  transporting and placing a variety of materials such as bricks,
blocks, lumber, drywall, structural steel and roofing materials at their point
of  use  or  storage.  The  Company manufactures five basic models of material
handlers  in  three  size  classes.

<PAGE>
     A  brief  description  of  Gradall material handler models is as follows:

     522/524.  The 522/524 competes in the 6-7,000 lbs. class which represents
approximately  55%  of  the  total material handler market. It is available in
both  two-section  and three-section booms which provide a maximum lift height
of 24' and 32', respectively. This model is very cost efficient and is ideally
suited  for  less  demanding  applications.

     534C-6.  The 534C-6 is the most popular Gradall material handler. It also
competes  in the 6-7,000 lbs. class and has a maximum lift height of 36'. This
model  has  been  very  well-accepted by mason and roofing contractors and the
rental  industry.

     534C-9.  The  534C-9  competes in the 8-9,000 lbs. class which represents
approximately  30%  of  the  market and has a maximum lift height of 40'. This
model  was  introduced  in the fall of 1994 and has a strong appeal to framing
and  general  contractors.

     534C-10.  The  534C-10  competes  in the 10,000 lbs. and over class which
represents approximately 7% of the market. It has a maximum lift height of 40'
and  is  ideally suited for operations requiring heavy lifting. This model has
stabilizers  as  standard  equipment  to increase its overall capacity at full
reach.

     544C.  The  544C  was  introduced  in March 1996 and also competes in the
10,000  lbs.  and  over  class.  It  is one of the industry's largest material
handlers  and  has a maximum lift height of 55'. This model permits working on
buildings  as  high  as  six stories and also includes stabilizers as standard
equipment.

     The  primary  features  of  Gradall  material  handlers  are:

     90    rear-pivot  steering. This is the key feature of a Gradall material
handler  which  provides excellent maneuverability by allowing the machines to
turn within a tight radius. The design keeps the forks and the load inside the
turning  radius  while  providing the ability to maneuver the vehicle in tight
areas.

     Strong  and  versatile boom. Gradall material handlers feature one of the
industry's  strongest booms. The Gradall boom is capable of handling a variety
of  attachments  which  leads  to  a  high degree of versatility. In addition,
Gradall has a proprietary design to facilitate changing the attachments called
QuickSwitch.

     Low  profile.  A significant advantage of the Gradall material handler is
its  low  overall  height. The vehicle can move under doorways as low as eight
feet  while  providing  excellent  ground  clearance.

     Hydrostatic  drive.  Hydrostatic  drive  provides the benefits of easier,
no-shift  operations,  inching  capability,  quick accelerations and a smooth,
even  ride.

<PAGE>
     Stability.  Gradall material handlers operate with the industry's longest
wheelbase  and  shortest  overall  length  which  increase  their capacity and
stability.    The  mid-mounted engine within the frame provides uniform weight
distribution  and  improved  visibility.

Service  Parts

     In  addition  to  engineering,  manufacturing  and  marketing  hydraulic
excavators  and  material  handlers,  the  Company  produces and sells related
service  parts.  This  is an important source of revenue and profitability for
the  Company. Since the Company's products are kept operational for years with
parts  and  service  support,  each  Gradall  product  that  enters the market
provides  the  Company  with  a  potential  long-term revenue source. Sales of
service parts typically generate high gross margins and historically have been
less  sensitive  to  industry  cycles.

     In  order  to  increase  sales  of  service  parts in the face of growing
competition,  the  Company  focuses on parts availability, marketing and sales
activities.  As  a part of this focus, the Company has implemented the Gradall
On  Line  Distributor ("GOLD") computer system which links the Company and its
distributors  to  facilitate communications regarding orders, availability and
other  information involving Gradall service parts. The Company emphasizes the
importance  of  stocking  and  marketing  service  parts  and  has developed a
delivery  system  to  provide quick shipment of emergency and unit down parts.
The  Company  provides  same  day  shipment  on  unit down orders and promotes
distributor  incentives  for  stock  orders.

Specialized  Machines

     Gradall has the ability to modify its products to suit the specific needs
of  its  customers.  This ability to produce specialized machines is a part of
Gradall's  overall  strategy  to serve specialty, higher margin markets within
the  construction  equipment  industry. Over 35% of all Gradall excavators are
modified from standard models to meet customer requirements with add-on and/or
special  attachments.    Gradall  is  able  to  design and produce specialized
machines  while  meeting  the  delivery schedule of its customers. Some of the
specialized  machines  developed  by  the  Company  are  now being marketed as
standard  models;  for  example,  special excavators created for mine scaling,
steel  mills  and  other  special  industrial applications have become Gradall
standard  models.

MARKETING  &  DISTRIBUTION

     The  Company  primarily  markets  and  distributes its products through a
network of independent distributors and rental companies who, in turn, sell or
rent  the  products  to end-users. The Company also sells directly through its
own  marketing staff to certain major accounts as well as to customers located
outside  the  United  States.

     The  Company  has  agreements  with  its  distributors  under  which  the
distributors  purchase  products  from  the  Company at agreed upon prices for
resale  within  the  distributor's  territory.  While  the  agreements are not
exclusive,  the  Company's  practice  has  been  to  have only one distributor
for  either  excavators or material handlers in each territory.  Although  the
Company's  distributors  are  not  required to purchase any minimum number  of
products.  They are required to maintain agreed-upon inventory levels.  Either
party may terminate the distributor agreement upon  the occurrence  of certain
events,  including  bankruptcy  or  breach,  or in the event either  party  is
dissatisfied with the other party's performance, upon thirty days notice after
a  sixty  day  dispute  resolution  procedure.  In  addition  to the Company's
products,  distributors  typically  sell  construction  equipment manufactured
by  third  parties,  including  competitors  of  the  Company.

<PAGE>

     Gradall  excavators  are  primarily  used  by  general  contractors  and
government  agencies.  Gradall  material  handlers  are  customarily  used  by
residential,  non-residential  and  institutional  building contractors. Since
these  are  distinct  user  bases, the Company markets excavators and material
handlers  and  their  related  service parts through two separate distribution
networks.  The  Company's  excavator  distribution  network  is  comprised  of
approximately  47  independent  distributors at approximately 142 locations in
North America. The Company's material handler distribution network is composed
of  approximately 45 independent distributors at approxi-mately 135 locations.
In  addition,  Gradall  material  handlers  are  available  at national rental
companies  at  over 130 locations. One distributor or rental company accounted
for approximately 11% of the Company's sales in 1996.  No other distributor or
rental  company  acounted  for  more  that 10% of the Company's sales in 1996.

     The  Company  believes  that its ongoing distributor support and training
programs  help  enhance  the  competitiveness and increase the strength of its
distribution  network.  The  Company  supports  the  sales, service and rental
activities  of  its  distributors  with product advertising, sales literature,
product  training  and  major  trade  show  participation.  The  independent
distribution network is serviced by the Company's five regional sales managers
for  excavators  and  six  regional sales managers for material handlers. Each
regional  sales  manager  is  also responsible for developing new distributors
within  his  region.

     The  Company  provides  its  distributors  with product financing through
agreements  with  third  party  financing companies. Such financings include a
Wholesale Floor Plan for distributors and a Retail Finance Plan for end-users,
each  with reduced interest rates subsidized by the Company, and a Rental Plan
for  distributors.

     The  Company  supports  the  servicing  of  its  products through a field
service  organization  consisting  of  four  district service managers located
throughout  the  United  States. The district service managers provide service
training and technical support to the distributors, and act as a liaison among
customers,  distributors  and  the  Company  on  service  related matters. The
district  service managers are also involved in service parts marketing, sales
call  support  and  product demonstrations. In addition, the Company has three
service  representatives  at  its  principal  offices  who are responsible for
fulfilling  the  Company's  commitment  to  product  reliability.

MANUFACTURING

     The  Company  fabricates,  welds,  machines  and  assembles  the chassis,
telescopic  booms, attachments and many component parts for its excavators and
material  handlers.  The goals  of  the Company's  manufacturing operation are
quality,  efficiency, productivity, cost control  and  on-time  delivery.  The
Company strives  to  increase  its manufacturing  capacity,  productivity  and
quality through  automation  and technology,  material  control,  productivity
incentives  for  employees  and quality  programs.

<PAGE>

     Automation  and  technology.  In 1995, the Company commenced a multi-year
program  designed  to  expand  plant  capacity  and reduce production costs by
increasing  labor  efficiency  and  equipment  productivity  and  by improving
quality.   The Company invested $4.2 million in 1995 and $2.2 million in 1996,
with  an  additional $2.0 million in capital improvements ordered in 1996, but
not received until the first quarter of 1997.  During the balance of 1997, the
Company  currently  plans  to invest approximately $4.2 million for additional
capital  improvements under this program.  Thus far, capital improvements have
included robotic welding systems, laser cutting machines, oxygen assist plasma
cutting  machines  and  direct  computer-controlled  equipment  designed  for
cellular  production.  Planned  expenditures  will  include additional robotic
welding systems, laser cutting machines, oxygen assist plasma cutting machines
and  a  large  computerized boring machine. Gradall believes that the recently
completed  capital improvements, which have reduced production costs, expanded
plant  capacity and improved quality, and planned capital improvements, should
benefit  profit  margins  in  the  future.

     Material  control.  The Company has instituted and continues to institute
material  control  improvements.  These  improvements  include  just-in-time
inventory management, the relocation of certain inventory to the shop floor to
support  cell  manufacturing,  set-up reduction programs and the reduction and
control  of  obsolete  and  surplus  inventory.

     Productivity  incentives.    The  Company operates a productivity sharing
plan  for  its  unionized,  hourly  employees.  The plan is an Improshare plan
called  "Gainsharing."  Gainsharing  is  a  group  incentive  program  that is
calculated  from  a  Company-wide measure of productivity. The productivity of
the  plant  is  measured  against  a  base  period.   Each employee receives a
Gainshare  bonus  based  upon  the  percentage  increase in productivity.  The
Company  has  an  active  labor  management  cooperative  committee  which  is
supported  by employee positive action teams. These teams implement changes in
the  manufacturing  processes which improve quality and productivity, which in
turn  support  the  Gainsharing  program.

     Quality  programs.  The  Company  has  implemented  comprehensive quality
programs,  including  the  following:

     Statistical  process  control.  The  Company  maintains control charts in
machining,  welding  and  assembly  as  well  as  a pre-shipment quality audit
program  on finished machines. The Company plans to continue expanding the use
of  statistical  process  control  charts.

     Quality  feedback/warranty  reduction.  Gradall  reviews critical quality
issues  on  an  ongoing basis and initiates corrective actions. A computerized
warranty  system captures early warning reports from field service managers as
well  as  details  of  warranty  claims  which provide additional input to the
quality  feedback  program.

Supplier  quality  assurance.  The Company monitors supplier quality through a
computer  system  which  records  and  tracks  reports  on  defective material
allowing  the  Company  to  execute  corrective  action  measures.

     Gradall's  commitment  to  automation  and  technology, material control,
productivity  incentives  for employees and quality programs have improved the
capacity,  productivity and quality of the Company's manufacturing operations.
From  1993  to  1996, the Company increased its unit production by 115.1% with
only  a  24.3% increase in its workforce.  The Company's total cost of quality
(defined as warranty, rework and scrap expenses) declined from 2.6% in 1993 to
1.7%  of  sales  in  1996.

ENGINEERING  AND  DESIGN

     Gradall  believes  that its engineering and design capabilities are among
the  Company's  major  strengths.    The  engineering and design functions are
closely  integrated with the Company's manufacturing and marketing activities.
This  allows  the Company to integrate new production technology with specific
needs  of  customers, resulting in expanded market opportunities and increased
profitability  for  the Company.  In 1996, more than 35% of Gradall excavators
were  modified  from standard models to meet customer requirements with add-on
and/or  special  attachments.

     The Company's manufacturing engineers are involved in both product design
and  implementation of capital improvements in order to maximize manufacturing
processes  and  efficiencies.   In addition, the implementation of "concurrent
engineering,"  in  which  personnel from engineering, manufacturing, materials
procurement  and  marketing  are  simultaneously  engaged  in  new  product
development  programs, has led to faster new product development time, reduced
costs  and  improved  quality.

     Gradall  has  made  significant  investments  in its engineering systems,
which  currently  includes  a  computer-aided  design (CAD) system with finite
element analysis (FEA) and three-dimensional solids design capabilities.  This
system  has  greatly  expanded  Gradall's  design  capabilities  and  has
significantly  reduced the time required for engineering and design functions.

COMPETITION

     The  markets  in  which the Company operates are highly competitive.  The
Company  faces  competition  in  each  of  its  product lines from a number of
different  manufacturers,  some  of  which  have  greater  financial and other
resources  than  the Company.  The principal competitive factors affecting the
markets  for the Company's products include performance, functionality, price,
brand  recognition,  customer  service  and support, and product availability.

     The  excavator  market  may  be  divided  into  two  product categories -
track-mounted "crawler" excavators (which is further divided into several size
classes)  and  wheel-mounted  "wheeled"  excavators.  In recent years, crawler
excavators  have  constituted  approximately  96%  of  the  total  market  for
excavators  and  wheeled  excavators  have accounted for 4%.  The conventional
crawler  excavator  market  has  been  traditionally dominated by knuckle-boom
technology.    The  leading  producers  of conventional crawler excavators are
Caterpillar  Inc.,  Deere  &  Co.,  Hitachi Corporation and Komatsu, Ltd.  The
Company  manufactures telescopic boom crawler excavators in three size classes
-  11-14  tons,  19-21  tons  and  24-28  tons  -  which in 1996 accounted for
approximately  10%,  23%  and  10%  of  the  total  crawler  excavator market,
respectively,  for  a  total  of  approximately  43%.    Gradall's  XL  Series
excavators are designed to appeal to niche markets in these size classes which
require  the  versatility  of  the Gradall telescopic boom technology with the
performance  of  high-pressure  hydraulics.    The  remainder  of  the crawler
excavator  market  is  represented by size classes which are smaller or larger
than  the  sizes  currently  manufactured  by  the  Company.

     Gradall  is a leading manufacturer of wheeled telescopic boom excavators.
Based  on  industry  data,  the Company estimates that its market share of all
wheeled  excavators  exceeded  45% and that its market share of highway speed,
telescopic  boom excavators is 85-90%.  The Company has only one competitor in
the  highway  speed,  telescopic  boom  excavator  market.

     The  rough-terrain variable reach material handler market is divided into
several  size  classes.    The Company manufactures material handlers in three
size  classes - 6-7,000 lbs., 8-9,000 lbs. and 10,000 lbs. and over - which in
the  aggregate  represent  over 90% of the total market for material handlers.
Based  on  industry  data,  the Company estimates that its market share of all
material  handlers  is  approximately  17%.  Other than Gradall, the principal
producers of variable reach material handlers are JCB International Co., Ltd.,
Omniquip  International  and  Caterpillar,  Inc.


BACKLOG

     As  of  December  31,  1996,  the  Company's backlog of orders aggregated
approximately  $14.8  million  compared  to  approximately  $17.9  million  at
December  31,  1995 and approximately $23.3 million at December 31, 1994.  The
decrease  in  backlog  of  orders  at  December  31, 1996 was due primarily to
decrease  in  orders for both material handlers and excavators.  Substantially
all  backlog  orders  at December 31, 1996 are expected to be shipped by April
30,  1997.

SUPPLIERS

     The Company purchases component parts and raw materials from a variety of
manufacturers,  the  most  significant  of  which  are  set  forth  below:

<TABLE>
<CAPTION>


SUPPLIER                         COMPONENTS
--------------------------  --------------------
<S>                         <C>

Rexroth                     Hydraulics
Rockwell International      Axles
Cummins Engine              Engines
Bethlehem Steel             Steel
Parker Hannifin             Hydraulic components
Iowa Industrial Hydraulics  Cylinders
Robinson Steel              Steel
Auburn Gear                 Torque hubs
Firestone/Bridgestone       Tires
Kurdziel Industries         Counterweights
</TABLE>

<PAGE>

     The  Company  selects suppliers that can provide the lowest cost, highest
quality and best product availability.  The quality and timely delivery of the
Company's  supplies  are  important  to the Company's overall product quality.
Whenever  possible,  the  Company  attempts  to establish long-term purchasing
agreements to control cost, quality and availability, and identify alternative
sources  of  supply  to  protect  its  manufacturing  process  against  the
unavailability  of  component  parts  and  raw  materials.

EMPLOYEES

     As  of  December  31, 1996, Gradall employed 632 people -- 426 hourly and
206  salaried.    The  Company's  426  hourly employees are represented by the
International  Association of Machinists and Aerospace Workers.  The Company's
existing contract with the union expired March 23, 1997.  The Company had been
actively  negotiating  a  new  contract with the union and reached a tentative
agreement  between  negotiators  for  the Company and the union.  On March 22,
1997,  the  union  membership  failed  to  ratify  the proposed new three year
contract and authorized a work stoppage which began upon the expiration of the
existing  contract  on March 23rd.  There can be no assurance that the Company
will be able to negotiate a satisfactory contract with the union.  A prolonged
work  stoppage  would  have  a  material  adverse  effect on the operation and
financial  condition  of  the  Company.    No assurance can be given as to the
duration  of  the  present  work  stoppage.

ENVIRONMENTAL  REGULATION

     The  Company is subject to various federal, state and local environmental
laws  and  regulations,  including those governing discharges into the air and
water,  as  well  as  the handling and disposal of solid and hazardous wastes.
Pursuant  to these laws and regulations, the Company may be required from time
to  time  to remediate environmental contamination associated with releases of
hazardous  substances.  The Company has made and will continue to make capital
and other expenditures to comply with such environmental laws and regulations.
Such  expenditures  are  not  presently  material  and  the  Company currently
anticipates  that  such  expenditures  will  not  be  material  in the future.


Item  2.    PROPERTIES
            ----------

     The  Company  operates  from  a single facility in New Philadelphia, Ohio
which  it owns.  The facility contains 429,320 square feet and is located on a
66      acre site.  The facility accommodates the Company's corporate offices,
manufacturing  operations  and  warehouse.

Item  3.    LEGAL  PROCEEDINGS
            ------------------

     Due  to  the  nature  of  its  products,  the  Company  may be subject to
significant  claims  for product liability.  The Company is a party to various
lawsuits seeking damages for alleged product liability arising from the use of
its  products.    The  Company currently maintains product liability insurance
with  an  annual  aggregate  limit  of  $6 million subject to a self-insurance
retention in the amount of $225,000 per claim.  There can be no assurance that
the proceeds available  under the Company's insurance policy would be adequate
to  cover  potential product liability claims.  A successful claim against the
Company  in  excess  of the Company's insurance coverage could have an adverse
effect  on  the financial results of the Company.  In each of the fiscal years
ended  December 31, 1996, 1995 and 1994, the Company's product liability costs
for  any  claim  have  not  exceeded  its  self-insurance  retention  amount.

Item  4.    SUBMISSION  OF  MATTERS  TO  A  VOTE  OF  SECURITY  HOLDERS
            -----------------------------------------------------------

     Not  applicable.

EXECUTIVE  OFFICERS  OF  THE  REGISTRANT

     Executive  officers  of  the  Company  as  of  February  28, 1997 were as
follows:


Name                Age                   Position
------------------  ---  -------------------------------------------

 Barry L. Phillips   55  President - CEO

 David S. Williams   56  Vice President , Marketing and Sales

 Joseph H. Keller    50  Vice President, Engineering and Secretary

 James C. Cahill     44  Vice President, Manufacturing

 Bruce A. Jonker     54  Vice President, Chief Financial Officer and
                         Treasurer

     Mr.  Phillips  has served as President and Chief Executive Officer of the
Company  since  1995  and has served as President of The Gradall Company since
1985.  Prior to 1985, Mr. Phillips spent 26 years with International Harvester
and  was  the  plant  manager  of  its Farmall Plant in Rock Island, Illinois.

     Mr.  Williams  has  served  as Vice President, Marketing and Sales of the
Company  since  1995  and has served as Vice President, Marketing and Sales of
The  Gradall  Company  since  1986.    Prior  to  that, Mr. Williams served as
President  of  Claas  of  America  and  held  various  management positions at
International  Harvester,  including  General  Sales  Manager.

     Mr.  Keller joined The Gradall Company in 1981 and has served as its Vice
President,  Engineering  and  Secretary  since 1987.  Mr. Keller has served as
Vice  President,  Engineering  and  Secretary  of  the  Company  since  1995.

     Mr.  Cahill joined The Gradall Company in 1982 and has served as its Vice
President, Manufacturing since 1990.  Mr. Cahill has served as Vice President,
Manufacturing  of  the  Company  since  1995.

     Mr.  Jonker joined The Gradall Company in 1973 and has served as its Vice
President  and Chief Financial Officer since July 1994 and its Treasurer since
November  1995.    Mr.  Jonker  has  served  as  Vice  President,  Finance and
Administration  and  Treasurer  of the Company since November 1995 and as Vice
President,  Chief  Financial  Officer and Treasurer of the Company since April
1996.

<PAGE>

                                    PART II

Item  5.    MARKET  FOR  THE  REGISTRANT'S  COMMON  EQUITY  AND  RELATED
            STOCKHOLDER  MATTERS

TRADING  INFORMATION

     The  Company's Common Stock has been traded on the Nasdaq National Market
under  the  symbol  "GRDL"  since  August  28,  1996.

     The  following  table  sets  forth  the high and low sales prices for the
Common  Stock  of  the  Company  for  the periods indicated as reported by the
Nasdaq  National  Market:


                                Sale Price
                                ----------
1996                          High      Low
---------------------------  -------  -------
Third Quarter(1)             $11 7/8  $    10
Fourth Quarter                13 5/8   10 3/4

1997
---------------------------
First Quarter                $16 1/4  $    12
(through February 28, 1997)

(1)    Trading  commenced  on  August  28,  1996


RECORD  HOLDERS

     The  approximate  number  of  record  holders  of  the  Company's  equity
securities  at  February  28,  1997  was  as  follows:


          Title of Class                    Number of Record Holders
          --------------                    ------------------------

          Common  Stock                               121

DIVIDENDS

     The  Company  currently  intends to retain its future earnings to finance
growth  and  development  of  its  business  and therefore does not anticipate
paying  cash  dividends  on  the Common Stock for the foreseeable future.  Any
future  determinations to pay dividends will be at the discretion of the Board
of  Directors  and  will  be  dependent  on the Company's financial condition,
results  of  operations,  capital  requirements  and such other factors as the
Board  of  Directors  deems  relevant.  The Company's existing credit facility
restricts  the  payment  of  dividends.

<PAGE>

Item  6.    SELECTED  FINANCIAL  DATA

     The  following  table sets forth selected consolidated financial data for
the Company for the five years ended December 31, 1996 that have been taken or
derived  from  the  historical  financial  statements  of  the Company and are
qualified  in  their  entirety  by  reference to such financial statements and
notes  included  therein.    See  "Consolidated  Financial  Statements."

<TABLE>
<CAPTION>

                                                      YEAR ENDED DECEMBER 31,
                                                --------------------------------------
                                          1992      1993     1994        1995         1996
                                          ----      ----     ----        ----         ----
                                         (dollars in thousands, except share data)
<S>                                     <C>       <C>       <C>       <C>          <C>
INCOME STATEMENT DATA:
   Net sales                            $57,665   $72,208   $88,820   $  118,438   $  140,909
   Cost of sales                         48,780    59,274    71,280       92,637      108,098
                                        --------  --------  --------  -----------  ----------
   Gross profit                           8,885    12,934    17,540       25,801       32,811
   Operating expenses:
      Engineering.                        1,477     1,848     2,123        2,504        3,081
      Selling and marketing               3,345     4,232     4,728        5,365        6,509
      Administrative                      2,986     5,075     4,618        5,138        5,306
                                        --------  --------  --------  -----------  ----------
   Operating income                       1,077     1,779     6,071       12,794       17,915
   Amortization of FAS 106(1)               ---      ----    (3,626)         ---          ---
   Interest expense                       1,062     1,055     1,146        1,642        3,108
   Other, net                              (376)     (549)      234          865        1,018
                                        --------  --------  --------  -----------  ----------
   Income before provision for
      taxes                                 391     1,273     8,317       10,287       13,789
   Income tax provision                     334       550     3,152        3,680        5,503
                                        --------  --------  --------  -----------  ----------
   Net income before change
      in accounting and extraordinary
      item                                   57       723     5,165        6,607        8,286
   Extraordinary Item(2)                                                                  973
   Change in accounting                    (243)    9,014       ---          ---         ----
                                        --------  --------  --------  -----------  ----------
      (gain)/loss(3)
   Net income (loss)(4)                 $   300   $(8,291)  $ 5,165   $    6,607        7,313
                                        ========  ========  ========  ===========  ==========
   Net income per common share(5)
      Before extraordinary change                                     $     1.17   $     1.19
      After extraordinary change                                            1.17         1.05

   Pro forma(6)
      Net Income Per Share                                            $      .77   $     1.07
      Weighted Average Shares
          Outstanding                                                  8,939,294    8,939,294

BALANCE SHEET DATA:
   Working capital                                                    $   10,735   $   14,907
   Total assets                                                           52,024   $   58,226
   Total debt                                                             37,922   $    7,910
   Stockholders' (deficit) equity                                        (23,119)  $    9,076
</TABLE>

_______________

<PAGE>
(1)          The  FAS  106  gain  in  1994  resulted from the reduction in the
post-retirement  health  care  benefits  liability  reflecting  a  change  in
actuarial  assumptions  related  to  the  projected  growth  in medical costs.

(2)          An extraordinary charge of $1.0 million, net of taxes, related to
early extinguishment of senior and subordinated debt was incurred in September
1996  to  write  off  unamortized deferred financing costs and the discount on
subordinated debt which was paid off with the proceeds from the initial public
offering  on  September  3,  1996.

(3)          Reflects  in 1992 a $0.2 million after-tax increase in net income
resulting from the adoption of a new accounting standard for income taxes (FAS
109)  and in 1993 a $9 million after-tax decrease in net income resulting from
the  adoption  of  the  accrual basis of accounting for post-retirement health
care  benefits  (FAS  106).

(4)      Net income (loss) per share data have been omitted for years prior to
1995  as  such  amounts  are  not comparable due to the 1995 Recapitalization.

(5)       Presented based on actual earnings and average shares outstanding in
the  periods  indicated after giving effect to the 5,540-for-1 stock split and
the  conversion  of  the  outstanding  Warrants.

(6)       Presented as if the 1995 Recapitalization, the issuance of shares of
Common  Stock  pursuant  to the initial public offering and the application of
the  net  proceeds  thereof  to  reduction  in debt, all had occured effective
January  1,  1995.    Pro forma net income per share data does not include the
extraordinary  charge.

Item  7.    MANAGEMENT'S  DISCUSSION  AND  ANALYSIS  OF  FINANCIAL  CONDITION
          AND  RESULTS  OF  OPERATIONS

     The following discussion of results of operations and financial condition
is  based  upon  and  should  be  read  in  conjunction  with  the  Company's
Consolidated  Financial  Statements  and Notes thereto, the Selected Financial
Data  and  other  financial  data  appearing  elsewhere  herein.

GENERAL

     The  Company's  426 hourly employees are represented by the International
Association  of  Machinists  and  Aerospace  Workers.   The Company's existing
contract with the union expired March 23, 1997.  The Company had been actively
negotiating  a  new  contract with the union and reached a tentative agreement
between  negotiators  for  the  Company and the union.  On March 22, 1997, the
union  membership  failed  to  ratify the proposed new three year contract and
authorized  a  work  stoppage  which began upon the expiration of the existing
contract  on  March  23rd.  There can be no assurance that the Company will be
able  to  negotiate  a satisfactory contract with the union.  A prolonged work
stoppage  would  have a material adverse effect on the operation and financial
condition of the Company.  No assurance can be given as to the duration of the
present  work  stoppage.

<PAGE>

     Gradall Industries operates in two segments of the construction equipment
market.    Historically,  the  majority  of  the  Company's  revenues has been
generated  by  the sale of telescopic boom excavators and related parts, while
sales  of  rough-terrain  variable  reach  material handlers and related parts
accounted  for the balance of the revenues.  Beginning in 1995, and continuing
through 1996, the Company's product mix shifted and sales of material handlers
exceeded  sales  of  excavators.    The  growth  of Gradall's material handler
business  reflects  the  strong  growth  of  the  material  handler market and
Gradall's  continued  market  share of approximately 17%.  Gradall's excavator
business  has  grown  with  the  increased sales of the Company's XL Series of
excavators. Gradall was able to increase its sales of excavators in 1996 while
the  overall  excavator  industry  experienced  a decline of approximately 8%.

     The  Company's  consolidated net sales grew from $88.8 million in 1994 to
$140.9 million in 1996, an increase of $52.1 million or 26.0% per annum.  This
increase  is  largely  due to significant growth in the rough-terrain variable
reach  material  handler  market  and  to  the  increasing  penetration of the
excavator  market  by  the  Company's  XL  Series of excavators.  Of the $52.1
million  total  increase of net sales in 1996, $41.1 million or 78.9% reflects
growth  in the Company's material handlers business (including related service
parts),  and  $11.0  million  or  21.1% relates to the growth of its excavator
business  (including  related  service  parts).

     From  1994 to 1996, sales of material handlers grew from $30.7 million to
$70.4 million representing an increase of 51.4% per annum.  This growth is due
to  the  overall growth in the market for material handlers and to an increase
in  demand  for  the  Company's  material handlers.  Over the same period, the
rough-terrain  variable  reach material handler market has grown at an overall
rate  of  34%  per  annum.      This  dynamic  industry  growth  is due to new
applications,  increased  rental  demand  and  displacement  of  straight-mast
forklifts  and  small  rough-terain  cranes.

     From  1994  to 1996, sales of excavators grew from $45.2 million to $55.1
million,  representing  an increase of 10.4% per annum.  This growth is due to
the  success  of  the  Company's XL Series excavators during both an expanding
excavator market in 1995 and an 8% declining excavator market in 1996.  The XL
Series  excavators  strengthened  Gradall's competitive position in the market
for  conventional  crawler  excavators.   Approximately 75% of excavator units
sold  by  the  Company in 1996 were XL Series models.  In April 1997, assuming
the Company is able to successfully resolve the current work stoppage, Gradall
intends to ship its first production units of the new XL 2200 excavator in the
11-14  ton  size  class.    The  Company  believes  that  this  new  model  is
well-positioned  to  take advantage of growth in the niche market for smaller,
more  versatile  high-pressure  excavators.

     The Company manufactures and markets service parts for its excavators and
material  handlers.  Although sales of service parts declined slightly in 1996
from  1995  levels,  over  a two year period, sales of service parts grew from
$12.9  million  in  1994 to $15.4 million in 1996, representing an increase of
9.3%  per  annum.    In  1995, $0.6 million of the $15.6 million service parts
sales  was associated with a one-time military subcontract.  Approximately 75%
of  service  parts  sales  are  related  to  the  excavator  product  line.

     Net  income  before  change in accounting and extrordinary item benefited
from a $3.6 million gain in 1994 resulting from the reduction in the projected
rate  of  growth of the Company's post-retirement health care obligation.  Net
income  was  reduced by an extraordinary charge of $1.0 million, net of taxes,
in  1996  due to the write off of unamortized deferred financing costs and the
discount  on  subordinated  debt  resulting from the repayment of indebtedness
from  the  proceeds  of the Company's initial public offering of common stock.
In  1993,  net  income  was reduced by a charge of $9.0 million, net of taxes,
resulting  from  the  adoption  of  the  accrual  basis  of  accounting  for
post-retirement  health  care  benefits.  In 1992, net income benefited from a
$0.2  million gain, net of taxes resulting from the adoption of new accounting
standards  for  income  taxes.


RESULTS  OF  OPERATIONS

     The  following  table sets forth, for the periods indicated, items in the
Company's  income  statements  as  a  percentage  of net sales for the periods
indicated(1):

<TABLE>
<CAPTION>

                                        Year Ended December 31,
                                        -----------------------
                                          1994    1995    1996
                                         ------  ------  ------
<S>                                      <C>     <C>     <C>
Net Sales:
     Excavators                           50.9%   41.5%   39.1%
     Material handlers                    34.6    45.3    50.0
     Service parts                        14.5    13.2    10.9
                                         ------  ------  ------
Total net sales                          100.0%  100.0%  100.0%
Cost of sales.                            80.3    78.2    76.7
                                         ------  ------  ------
     Gross profit                         19.7    21.8    23.3
Operating expenses:
     Engineering                           2.4     2.1     2.2
     Selling and marketing                 5.3     4.5     4.6
     Administrative                        5.2     4.3     3.8
                                         ------  ------  ------
Total operating expenses                  12.9    11.0    10.6
                                         ------  ------  ------
Operating income                           6.8    10.8    12.7
Other expense (income):
     Amortization of FAS 106 (gain)       (4.1)    0.0     0.0
     Interest expense                      1.3     1.4     2.2
     Other, net                            0.3     0.7     0.7
                                         ------  ------  ------
Income before provision for taxes          9.4     8.7     9.8
Income tax provision                       3.5     3.1     3.9
                                         ------  ------  ------

Net income before change in accounting     5.8%    5.6%    5.9%
                                         ======  ======  ======
<FN>

______________
(1)  The  sum in any column may not equal the indicated total due to rounding.
</TABLE>

Results  of  Operations  Fiscal  1996  Compared  to  Fiscal  1995

     Net sales.  Net sales were $140.9 million for fiscal 1996, an increase of
$22.5  million  or  19.0%  compared  to  $118.4  million for fiscal 1995.  The
increase in net sales was substantially attributable to a significant increase
in  unit volume of material handlers and a moderate increase in unit volume of
excavators.    Price  increases  affecting  both  product  lines  had a modest
favorable  impact.  Net sales of excavators was $55.1 million for fiscal 1996,
an  increase  of  $5.9  million  or 12.0% compared to $49.2 million for fiscal
1995.    Net  sales of material handlers was $70.4 million for fiscal 1996, an
increase  of $16.8 million or 31.3% compared to $53.6 million for fiscal 1995.
Net  sales  of  service parts was $15.4 million for fiscal 1996, a decrease of
$0.2  million  or  1.2%  compared  to  $15.6

<PAGE>
million  for  fiscal  1995.    In  1995  $0.6 million of the $15.6 million was
revenue  associated with a one-time miliary subcontract.  Although the Company
expects net sales to increase in the future, assuming that the Company is able
to  successfully  resolve  the  current work stoppage, it anticipates that the
rate  of  growth,  especially with respect to sales of material handlers, will
not  continue  at  the  rate  of  growth  experienced  in  1996.

     Gross Profit.  Gross profit amounted to $32.8 million for fiscal 1996, an
increase  of  $7.0 million or 27.2% compared to $25.8 million for fiscal 1995.
Gross  profit  as a percentage of net sales increased to 23.3% for fiscal 1996
from  21.8% for fiscal 1995, primarily due to improved production efficiencies
and  the  economies  of  higher  production  volume.

     Engineering.    Engineering  expense was $3.1 million for fiscal 1996, an
increase  of  $0.6  million or 23.0% compared to $2.5 million for fiscal 1995.
This  increase was due to the addition of engineering personnel to support new
product  development.

     Selling  and  Marketing.  Selling and marketing expense was $6.5 million,
an increase of $1.1 million or 21.3% compared to $5.4 million for fiscal 1995.
This  increase  was primarily attributable to the expenses related to the 1996
ConExpo,  a  major trade show held every three years, and marketing costs tied
to  the  increased  sales  volume.

     Administrative.    Administrative  expenses  were $5.3 million for fiscal
1996,  an increase of $0.2 million or 3.3% compared to $5.1 million for fiscal
1995.    This  increase was primarily attributable to higher legal expenses in
connection  with the settlement of litigation and the addition of professional
employees  to  support  quality  control  and  management information systems.

     Interest  Expense.  Interest expense was $3.1 million for fiscal 1996, an
increase  of  $1.5  million or 89.3% compared to $1.6 million for fiscal 1995.
This  increase  in  interest  expense  was  due  to  increased  borrowings  in
connection  with  the  recapitalization  which  occurred  on October 13, 1995.
Fourth quarter 1996 interest was reduced as a result of the application of the
net  proceeds  of  the Company's initial public offering to reduce outstanding
indebtedness.    On  an  annualized  basis interest expense will be reduced by
approximately  $2.6  million.

     Income  Tax  Provision.    Income tax expense was $5.5 million for fiscal
1996, an increase of $1.8 million or 49.5% compared to $3.7 million for fiscal
1995,  and represented an effective tax rate of 39.9% and 35.8%, respectively.

     Extraordinary  Charge.    An extraordinary charge of $1.0 million, net of
taxes,  related  to  early  extinguishment of senior and subordinated debt was
incurred  in  September 1996 to write off unamortized deferred financing costs
and  the  discount  on  subordinated debt which was paid off with the proceeds
from  the  Company's  initial  public  offering  on  September  3,  1996.

     Net  Income.  Net Income was $7.3 million for fiscal 1996, an increase of
$0.7  million  or  10.7% compared to $6.6 million for fiscal 1995.  The higher
level  of  sales  in fiscal 1996 generated higher operating margins which were
partially  offset by the additional interest cost related to the debt incurred
with  the  1995  Recapitalization  and  the  extraordinary  charge.

     Earnings  Per Share After Extraordinary Charge.  Earnings per share after
extraordinary  charge were $1.05 for fiscal 1996, a decrease of $0.12 or 10.3%
from $1.17 for fiscal year 1995, principally  as a result of the extraordinary
charge  described above and a higher number of shares  outstanding  after  the
initial  public  offering.

<PAGE>
Results  of  Operations  Fiscal  1995  Compared  to  Fiscal  1994

     Net sales.  Net sales were $118.4 million for fiscal 1995, an increase of
$29.6  million  or  33.3%,  compared  to  $88.8  million for fiscal 1994.  The
increase in net sales was substantially attributable to a significant increase
in  unit volume of material handlers and a moderate increase in unit volume of
excavators.    Price  increases  affecting  both  product  lines  had a modest
favorable impact.  Net sales of excavators were $49.2 million for fiscal 1995,
an  increase  of  $4.0  million  or 8.9%, compared to $45.2 million for fiscal
1994.   Net sales of material  handlers were $53.6 million for fiscal 1995, an
increase of $22.9 million or 74.6%, compared to $30.7 million for fiscal 1994.
Net  sales of service parts were $15.6 million for fiscal 1995, an increase of
$2.7  million  or  20.9%, compared to $12.9 million for fiscal 1994.  In 1995,
$0.6  of  the  $15.6  million  was revenue associated with a one-time military
subcontract.

     Gross Profit.  Gross profit amounted to $25.8 million for fiscal 1995, an
increase  of  $8.3 million or 47.1% compared to $17.5 million for fiscal 1994.
Gross  profit  as a percentage of net sales increased to 21.8% for fiscal 1995
from  19.7% for fiscal 1994, primarily due to improved production efficiencies
and  the  economies  of  higher  production  volume.

     Engineering.    Engineering  expense was $2.5 million for fiscal 1995, an
increase  of  $0.4 million or 17.9%, compared to $2.1 million for fiscal 1994.
This  increase was due to the addition of engineering personnel to support new
product  development.

     Selling  and marketing.  Selling and marketing expenses were $5.4 million
for  fiscal  1995,  an  increase  of  $0.6  million or 13.5%, compared to $4.7
million  for fiscal 1994.  This increase was primarily attributable to greater
spending  for  advertising,  higher interest expense for distributor financing
plans  and  prepaid  freight  on  stock  service  orders.

     Administrative.    Administrative  expenses  were $5.1 million for fiscal
1995,  an  increase  of  $0.5  million  or 11.3%, compared to $4.6 million for
fiscal  1994.    This  increase  was  primarily  attributable  to  greater
post-retirement  health  care  expenses  and  an  increase  in legal expenses.

     Interest  expense.  Interest expense was $1.6 million for fiscal 1995, an
increase  of  $0.5 million or 43.3%, compared to $1.1 million for fiscal 1994.
This  increase  was  due  to  increased  borrowings  associated  with the 1995
Recapitalization  which  occurred  in  October  1995.

     Income  tax  provision.    Income tax expense was $3.7 million for fiscal
1995,  an  increase  of  $0.5  million  or 16.8%, compared to $3.2 million for
fiscal 1994 and represented an effective tax rate of 35.8% for fiscal 1995 and
37.9%  for  fiscal  1994.

     Net  Income.  Net Income was $6.6 million for fiscal 1995, an increase of
$1.4  million  or 27.9%, compared to $5.2 million for fiscal 1994.  The higher
level  of  sales in fiscal 1995 generated higher operating margins, which were
partially  offset by the additional interest cost related to the debt incurred
with  the  1995  Recapitalization.    Additionally, net income for fiscal 1994
benefited  from  a  $3.6  million  gain  resulting  from  the reduction in the
projected  rate  of  growth  of  the  Company's  post  retirement  health care
obligation.

<PAGE>

LIQUIDITY  AND  CAPITAL  RESOURCES

     In  September,  1996,  Gradall  completed  the initial public offering of
2,950,000 newly issued shares of common stock at $10.00 per share.  As part of
the  offering,  existing  shareholders  sold  1,075,000 shares of common stock
including  the  shares  received  upon  exercise of all the warrants issued in
connection  with  the 1995 Recapitalization. The $26.9 million of net proceeds
to  the Company were used to redeem $2 million in preferred stock, to repay in
full  $10.0 million in subordinated debt and $9.6 million in senior term debt,
and to reduce the Company's revolving credit borrowings by $5.4 million.  As a
result  of  the  application of the proceeds from the initial public offering,
Gradall  incurred  an  after tax extraordinary charge in the fourth quarter of
1996  of  $973,000,  net  of  $622,000  of  income  tax benefits, to write off
unamortized  discount  and  deferred financing charges related to the warrants
and  the  repayment  of  indebtedness.

     The  Company has funded its operations primarily with cash generated from
operations.   The Company generated net cash from operating activities of $6.9
million  in  1996  compared to $7.6 million for 1995.  Net cash from operating
activities  for  1996  primarily  resulted from $7.3 million of net income and
$4.1  million  of  non-cash  charges to income, primarily depreciation and the
write  off  of $1.6 million deferred financing, which were more than offset by
$4.5  million of net cash used by changes in operating assets and liabilities,
primarily  a  $4.7  million  increase  in  accounts  receivable  due to strong
shipments.    Net  cash  from operating activities for 1995 resulted primarily
from  $6.6  million  of  net income, $.9 million of non-cash charges to income
less  deferred  taxes and $55,000 of net cash provided by changes in operating
assets  and  liabilities,  primarily  a  $4.1 million increase in payables and
accruals  that  more  than  offset  a  $3.6  million  increase  in  inventory.

     Net  cash  used  by  investing  activities,  consisting  of  purchases of
property  and  equipment,  was $2.2 million with an additional $2.0 million of
capital  equipment on order but not received in 1996 and $4.2 million in 1995.
These  capital  expenditures  were  incurred  primarily in connection with the
Company's  multi-year  program  to  increase  production  efficiencies,  labor
productivity  and  the  output of the Company's manufacturing facility through
investments  in  new  capital equipment.  The Company's capital investments in
1996  under  this  program  totaled $2.3 million which was funded by cash from
operations.    Management  expects  to  invest  approximately  $4.2 million of
additional capital in 1997 for improvements under the multi-year program which
would  also  be  funded  from  internally  generated cash flow as well as from
borrowings  under  available  credit  facilities.

     On  December  20,  1996,  the  Company's  revolving  credit  facility was
amended.   The facility was increased to $25 million and the maturity date was
extended  to  August 31, 1999.  Borrowings under the revolving credit facility
are  limited by a borrowing base, which is based on the value of the Company's
inventory  and  receivables  from  time  to  time.    At  December  31,  1996,
borrowings  under  the  revolver  totaled  $7.3  million and $14.7 million was
available under the facility.  Outstanding balances under the amended facility
generally  bear  interest  at  the Company's choice of either LIBOR plus 1% or
prime  minus  0.5%.   On December 31, 1996, the weighted average interest rate
under  the facility was 7%.  The Company is not required to make any principal
repayments of the amount outstanding under the facility until August 31, 1999.

     Borrowings  under  the amended credit facility are secured principally by
the  Company's  inventory  and receivables.  The amended facility continues to
require the Company to maintain various financial ratios and defined levels of
tangible  net  worth  and  to  restrict  asset  acquisitions and dispositions,
additional  indebtedness  and  certain  payments,  including  cash  dividends.

<PAGE>
     A  substantial  amount  of  the  Company's working capital is invested in
accounts  receivable  and  inventories.    The  Company  periodically  reviews
accounts receivable for noncollectability and inventories for obsolescense and
establishes  allowances  that  it  believes are appropriate.  In addition, the
Company  continuously  monitors  the  level  of  its  purchase  orders for raw
materials  and  correlates these orders, and its inventory balances of various
raw  materials, to its current production schedule.  To avoid shortages of raw
materials  during  periods  of  increased demand, the Company may from time to
time  increase  its level of purchases to meet its anticipated future level of
production.

     The  Company's  hourly  work  force  is currently participating in a work
stoppage  which  began  on  March 23, 1997, after the union failed to ratify a
tentative  agrement  reached  between  the  Company  and  the union bargaining
committee.   If the Company is unable to successfully negotiate an end to this
work  stoppage,  on  a  timely  basis,  it  can be expected to have a material
adverse  effect  on  the  Companys liquidity and capital resources.  Assuming,
that  the  Company  is  able  to  timely  negotiate an end to the current work
stoppage,  the  Company  believes that cash flow from operations together with
funds available under its amended credit facility will be adequate to fund its
working  capital  and  capital  expenditure  requirements  for the foreseeable
future.

ACCOUNTING  PRONOUNCEMENTS

     Statement  of Financial Accounting Standards No. 121, "Accounting for the
Impairment  of  Long-Lived Assets and Long-Lived Assets to Be Disposed Of," is
effective for the year ended December 31, 1996.  In the opinion of management,
this  statement  did not materially impact the Company's financial position or
results  of  operations.

     Statement  of  Financial  Accounting  Standards  No. 123, "Accounting for
Stock  Based Compensation," is effective for the year ended December 31, 1996.
For  further  details,  see  Note 10 to the Consolidated Financial Statements.

Item  8.    FINANCIAL  STATEMENTS  AND  SUPPLEMENTARY  DATA

     The  Index  to Consolidated Financial Statements and Schedule on page F-1
sets  forth  the  financial  statements and supplementary schedule included in
this  Annual  Report on Form 10-K and their location herein.  Schedules I, III
and  IV  have  been  omitted  as not required or not applicable or because the
information required to be presented is included in the consolidated financial
statements  and  related  notes.

<PAGE>                              F-1

<TABLE>
<CAPTION>

                           GRADALL INDUSTRIES, INC.
                  INDEX TO CONSOLIDATED FINANCIAL STATEMENTS


                                                                      PAGES
                                                                      -----
<S>                                                                   <C>
Report of Independent Accountants on the Consolidated Balance Sheets
  as of December 31, 1996 and 1995 and the Consolidated Statements
  of Income, Changes in Stockholders' Equity and Cash Flows for each
  of the three years in the period ended December 31, 1996            F-2

Financial Statements:
  Consolidated Balance Sheets, December 31, 1996 and 1995             F-3
  Consolidated Statements of Income for the years ended
    December 31, 1996, 1995 and 1994                                  F-5
  Consolidated Statements of Changes in Stockholders' Equity
    for the years ended December 31, 1996, 1995 and 1994              F-6
  Consolidated Statements of Cash Flows for the years ended
    December 31, 1996, 1995 and 1994                                  F-7
  Notes to the Consolidated Financial Statements                      F-9

Schedule:
  II - Valuation and Qualifying Accounts                              F-22
</TABLE>


<PAGE>                              F-2

                       REPORT OF INDEPENDENT ACCOUNTANTS


Board  of  Directors
Gradall  Industries,  Inc.

We  have  audited  the  accompanying  consolidated  balance  sheets of Gradall
Industries,  Inc.  and  Subsidiaries as of December 31, 1996 and 1995, and the
related consolidated statements of income, stockholders' equity and cash flows
and  the  financial  statement  Schedule II for each of the three years in the
period  ended  December 31, 1996.  These consolidated financial statements and
the  financial  statement  schedule  are  the  responsibility of the Company's
management.  Our responsibility is to express an opinion on these consolidated
financial statements and the financial statement schedule based on our audits.

We  conducted  our  audits  in  accordance  with  generally  accepted auditing
standards.    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 includes examining, on a test basis, evidence
supporting  the amounts and disclosures in the financial statements.  An audit
also  includes  assessing  the  accounting  principles  used  and  significant
estimates  made  by  management,  as  well as evaluating the overall financial
statement presentation.  We believe that our audits provide a reasonable basis
for  our  opinion.

In  our  opinion,  the  consolidated  financial  statements  referred to above
present  fairly, in all material respects, the consolidated financial position
of Gradall Industries, Inc. and Subsidiaries as of December 31, 1996 and 1995,
and the consolidated results of their operations and their cash flows for each
of  the  three years in the period ended December 31, 1996, in conformity with
generally  accepted  accounting  principles.  In addition, in our opinion, the
financial statement schedule referred to above, when considered in relation to
the  basic  financial  statements  taken  as  a whole, presents fairly, in all
material  respects,  the  information  required  to  be  included  therein.

                    /s/    Coopers  &  Lybrand  L.L.P.

Cleveland,  Ohio
March  7,  1997,  except  for
     Note  14,  as  to  which
     the  date  is  March  23,1997

<PAGE>                              F-3

<TABLE>
<CAPTION>

                   GRADALL INDUSTRIES, INC. AND SUBSIDIARIES
                          CONSOLIDATED BALANCE SHEETS
                       as of December 31, 1996 and 1995
                            (Dollars in thousands)


ASSETS                                            1996     1995
                                                 -------  -------
<S>                                              <C>      <C>
Current assets:  Cash                            $   215  $ 1,537
  Accounts receivable - trade, net of allowance
    for doubtful accounts of $76 and $62          16,846   12,136
  Inventories                                     21,326   18,510
  Prepaid expenses and deferred charges              495      444
  Deferred income taxes                            1,151    1,371
                                                 -------  -------

      Total current assets                        40,033   33,998

Deferred income taxes                              5,257    5,143

Property, plant and equipment, net                11,535   10,619

Other assets:
  Deferred financing costs, net of accumulated
    amortization of $242 and $80                     608    1,573
  Other                                              793      691
                                                 -------  -------

      Total other assets                           1,401    2,264
                                                 -------  -------

      Total assets                               $58,226  $52,024
                                                 =======  =======
<FN>
The  accompanying  notes  are an integral part of these consolidated financial
statements.
</TABLE>


<PAGE>                              F-4

<TABLE>
<CAPTION>

                    GRADALL INDUSTRIES, INC. AND SUBSIDIARIES
                      CONSOLIDATED BALANCE SHEETS, CONTINUED
                        as of December 31, 1996 and 1995
                             (Dollars in thousands)


LIABILITIES AND STOCKHOLDERS' EQUITY                              1996       1995
                                                                ---------  ---------
<S>                                                             <C>        <C>
Current liabilities:
  Capital lease obligation, current portion                     $    174   $    172
  Long-term debt, current portion                                             1,350
  Accounts payable - trade                                        13,405     14,672
  Accrued other expenses:
     Salaries                                                      1,061        514
     Legal                                                         1,800      1,256
     Vacation                                                      1,130      1,050
     Warranty                                                      1,225      1,272
     Income taxes                                                  1,333     (2,156)
     Other                                                         4,998      5,133
                                                                ---------  ---------
        Total current liabilities                                 25,126     23,263
                                                                ---------  ---------

Long term obligations:
  Capital lease obligation, net of current portion                   445        619
  Long-term debt, net of current portion                           7,291     35,781
  Accrued post-retirement benefit cost                            14,604     13,824
  Other long term liabilities                                      1,684      1,656
                                                                ---------  ---------

          Total long term obligations                             24,024     51,880
                                                                ---------  ---------

          Total liabilities                                       49,150     75,143
                                                                ---------  ---------

Stockholders' equity:
  Common stock, $.001 par value; 18,000,000 shares
     authorized;8,939,294 and 5,540,000 issued and
     outstanding in 1996 and 1995, respectively                        9          6
  Series A preferred stock, par value $.01 per share;
     300 shares authorized 140 issued and outstanding
      in 1995                                                                 2,000
  Serial preferred shares, par value $.001 per share
     2,000,000 shares authorized, none issued and outstanding
  Additional paid-in capital                                      38,907     11,994
  Additional paid-in capital - warrants                                       1,000
  Accumulated deficit                                            (29,840)   (38,119)
                                                                ---------  ---------

          Total stockholders' equity (deficit)                     9,076    (23,119)
                                                                ---------  ---------

           Total liabilities and stockholders' equity           $ 58,226   $ 52,024
                                                                =========  =========
<FN>
The  accompanying  notes  are  an  integral part of these consolidated financial statements.
</TABLE>


<PAGE>                              F-5
<TABLE>
<CAPTION>

                        GRADALL INDUSTRIES, INC. AND SUBSIDIARIES
                             CONSOLIDATED STATEMENTS OF INCOME
                    for the years ended December 31, 1996, 1995 and 1994
                                   (Dollars in thousands)


                                                              1996        1995       1994
                                                           ----------  ----------  ---------
<S>                                                        <C>         <C>         <C>
Net sales                                                  $  140,909  $  118,438  $ 88,820

Cost of sales                                                 108,098      92,637    71,280
                                                           ----------  ----------  ---------

       Gross profit                                            32,811      25,801    17,540

Operating expenses:
  Engineering                                                   3,081       2,504     2,123
  Selling and marketing                                         6,509       5,365     4,728
  Administrative                                                5,306       5,138     4,618
                                                           ----------  ----------  ---------

       Total operating expenses                                14,896      13,007    11,469
                                                           ----------  ----------  ---------

       Operating income                                        17,915      12,794     6,071

Other expense (income):   Amortization of FAS 106 gain                               (3,626)
  Interest expense                                              3,108       1,642     1,146
  Other                                                         1,018         865       234
                                                           ----------  ----------  ---------

       Net other expense (income)                               4,126       2,507    (2,246)
                                                           ----------  ----------  ---------

       Income before income taxes and extraordinary item       13,789      10,287     8,317

Income tax provision                                            5,503       3,680     3,152
                                                           ----------  ----------  ---------

Income before extraordinary item                                8,286       6,607     5,165

Extraordinary item, loss from early extinguishment of
  debt, net of income tax benefit of $622                         973
                                                           ----------  ----------  ---------

Net income                                                 $    7,313  $    6,607  $  5,165
                                                           ==========  ==========  =========

Weighted average shares outstanding                         6,956,507   5,637,244
                                                           ==========  ==========  =========

Net income per share:
  Before extraordinary item                                $     1.19  $     1.17
  After extraordinary item                                 $     1.05  $     1.17
<FN>
The  accompanying  notes  are  an  integral part of these consolidated financial statements.
</TABLE>


<PAGE>                              F-6

<TABLE>
<CAPTION>

                                          GRADALL INDUSTRIES, INC. AND SUBSIDIARIES
                                  CONSOLIDATED STATEMENTS OF CHANGES IN STOCKHOLDERS' EQUITY
                                     FOR THE YEARS ENDED DECEMBER 31, 1996, 1995 AND 1994
                                                    (DOLLARS IN THOUSANDS)



                                                                                    Additional
                                                                       Additional    Paid-In
                                                Common    Preferred     Paid-In      Capital   Accumulated
                                                 Stock      Stock       Capital      Warrants    Deficit       Total
                                                -------  -----------  ------------  ----------  ---------  -------------
<S>                                             <C>      <C>          <C>           <C>         <C>        <C>
Balance December 31, 1993                                                                       $ (8,326)  $     (8,326)

  Net income                                                                                       5,165          5,165

  Change in unfunded pension obligation                                                               27             27
                                                -------  -----------  ------------  ----------  ---------  -------------

Balance December 31, 1994                                                                         (3,134)        (3,134)

  Net income                                                                                       6,607          6,607

  Stock dividend                                $    5                $        (4)                    (1)

  Issuance of 4,570,500 shares                       5                     10,495                                10,500

  Issuance of 554,000 shares to employees            1                      1,499                                 1,500

  Redemption of 4,570,500 shares                    (5)                         4                (39,591)       (39,592)

  Issuance of 449,294 common  stock warrants                                        $   1,000                     1,000

  Issuance of 140 preferred shares                       $    2,000                               (2,000)
                                                -------  -----------  ------------  ----------  ---------  -------------

Balance December 31, 1995                            6        2,000        11,994       1,000    (38,119)       (23,119)

  Issuance of 2,950,000 shares of common stock       3                     24,913                                24,916

  Redemption of 140 preferred shares                         (2,000)        2,000

  Redemption of 449,294 common stock warrants                                          (1,000)     1,000

  Net income                                                                                       7,313          7,313

  Change in unfunded pension obligation                                                              (34)           (34)
                                                -------  -----------  ------------  ----------  ---------  -------------

Balance December 31, 1996                       $    9   $            $    38,907   $           $(29,840)  $      9,076
                                                =======  ===========  ============  ==========  =========  =============
<FN>
The  accompanying  notes  are  an  integral part of these consolidated financial statements.
</TABLE>

<PAGE>                              F-7

<TABLE>
<CAPTION>

                           GRADALL INDUSTRIES, INC. AND SUBSIDIARIES
                             CONSOLIDATED STATEMENTS OF CASH FLOWS
                     FOR THE YEARS ENDED DECEMBER 31, 1996, 1995 AND 1994
                                    (DOLLARS IN THOUSANDS)


                                                                  1996       1995       1994
                                                                ---------  ---------  --------
<S>                                                             <C>        <C>        <C>
Cash flows from operating activities:
  Net income                                                    $  7,313   $  6,607   $ 5,165
  Adjustments to reconcile net income to net cash provided
      by operating activities:
    Extraordinary charge, before tax benefit                       1,595
    Change in unfunded pension obligation                            (34)                  27
    Post-retirement benefit transition obligation                    780        779    (3,085)
    Depreciation                                                   1,391      1,081       929
    Amortization                                                     344        125        16
    Deferred income taxes                                            106     (1,161)      992
    Equity loss on investment                                         44         43        14
    (Gain) loss on sale of property, plant and equipment            (111)        41       (13)
    Increase in accounts receivable                               (4,710)      (492)   (1,338)
    Increase in inventory                                         (2,816)    (3,618)   (2,906)
    (Increase) decrease in prepaid expenses                          (51)      (157)       48
    (Increase) decrease in other assets                             (152)        13        10
    Increase in accounts payable and accrued expenses              3,211      4,106     5,804
    Increase (decrease) in accrued other long-term liabilities        28        203      (579)
                                                                ---------  ---------  --------
      Net cash provided by operating activities                    6,938      7,570     5,084
                                                                ---------  ---------  --------
Cash flows from investing activities:
  Proceeds from sale of property, plant and equipment                104         30        21
  Purchase of property, plant and equipment                       (2,300)    (4,189)   (1,214)
  Investment in joint venture                                                            (100)
                                                                ---------  ---------  --------
      Net cash used in investing activities                       (2,196)    (4,159)   (1,293)
                                                                ---------  ---------  --------

Cash flows from financing activities:
  Net proceeds from initial public offering                       26,916
  Payment of term debt                                           (10,000)
  Payment of subordinated debt                                   (10,000)
  Issuance of 4,570,500 common shares                                        10,500
  Redemption of preferred stock                                   (2,000)
  Issuance of 554,000 common shares to employees                              1,500
  Proceeds from note payable                                                            2,448
  Redemption of 4,570,500 common shares                                     (39,592)
  New debt incurred in connection with the recapitalization,
    including $1 million of common stock warrants                            38,941
  Debt repaid in the recapitalization transaction                           (10,802)
  Recapitalization expenses                                                  (1,654)
  Repayments on capital leases                                      (172)      (102)      (86)
  Net advances (repayments) on revolving line of credit          (10,808)      (825)   (3,461)
  Payments on notes payable                                                            (3,026)
      Net cash used in financing activities                       (6,064)    (2,034)   (4,125)
                                                                ---------  ---------  --------

      Net (decrease) increase in cash                             (1,322)     1,377      (334)
                                                                ---------  ---------  --------

Cash, beginning of year                                            1,537        160       494
                                                                ---------  ---------  --------

Cash, end of year                                               $    215   $  1,537   $   160
                                                                =========  =========  ========
<FN>
The  accompanying  notes  are  an  integral part of these consolidated financial statements.
</TABLE>

<PAGE>                              F-8

<TABLE>
<CAPTION>

          GRADALL INDUSTRIES, INC. AND SUBSIDIARIES
        CONSOLIDATED STATEMENTS OF CASH FLOWS, CONTINUED
      FOR THE YEARS ENDED DECEMBER 31, 1996, 1995 AND 1994
                    (DOLLARS IN THOUSANDS)


                                              1996    1995    1994
                                             ------  ------  ------
<S>                                          <C>     <C>     <C>
SUPPLEMENTAL DISCLOSURE:
  CASH PAID FOR:
    INCOME TAXES                             $2,875  $4,460  $1,273
                                             ======  ======  ======

    INTEREST                                 $3,572  $1,029  $  858
                                             ======  ======  ======

  OTHER:
    AMOUNTS FINANCED THROUGH CAPITAL LEASES  $    -  $  476  $  430
                                             ======  ======  ======
<FN>
The  accompanying  notes  are an integral part of these consolidated financial
statements.
</TABLE>

<PAGE>                              F-9

                   GRADALL INDUSTRIES, INC. AND SUBSIDIARIES
                  NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
                            (Dollars in thousands)


1.          NATURE  OF  BUSINESS  AND  BASIS  OF  PRESENTATION:

Gradall Industries, Inc. (the Company), formerly ICM Industries Inc. (ICM), is
a  holding company.  The consolidated financial statements include the Company
and  its wholly-owned subsidiaries, The Gradall Company and Gradall Investment
Company.    Gradall  Investment  Company  was  dissolved  in  1996.

The  Gradall Company manufacturers and sells excavating and materials handling
equipment  to public and private sector customers throughout the world through
their  distribution  organization.

On  September  15,  1995,  ICM  entered into a Recapitalization Agreement (the
"Recapitalization"  or the "Agreement"), which was effective October 13, 1995,
under  which  ICM  (a)  issued common shares comprising an 82.5% common equity
interest  to MLGA Fund II, L.P. and partners for a price of $10.5 million; (b)
redeemed  a portion of the common shares owned by Jack D. Rutherford and David
T. Shelby at a purchase price of $44.5 million, less costs and expenses of the
transaction,  certain  payments to officers and employees, amounts required to
retire  existing  indebtedness of The Gradall Company, and further adjusted as
required  in  the  Agreement  for  working  capital,  income  taxes,  property
additions  and  cash balances as of the effective date of the transaction; (c)
issued  140  shares  of  Preferred  Stock  with a liquidation preference of $2
million  to  Messrs.  Rutherford  and  Shelby;  (d)  issued  common  shares
representing  10%  of  its  outstanding  common  stock to certain officers and
employees,  and  (e)  distributed  certain  non-Gradall investments to Messrs.
Rutherford  and  Shelby  pursuant  to  a  plan  of  partial  liquidation.

The  Recapitalization  was  financed  under a Loan and Security Agreement with
Heller  Financial,  Inc. for a $10 million term loan repayable in installments
through September 30, 2000 and up to $22 million in revolving loan commitments
for  a  period  of five years, along with a Securities Purchase Agreement with
The  Marlborough  Capital  Investment Fund, L.P. and Mellon Ventures, Inc. for
$10  million  of  12.5%  Senior  Subordinated  Notes  due October 31, 2003 and
warrants  for  449,294  shares  of  common  stock.    These  transactions were
accounted  for  as a leveraged recapitalization under which the existing basis
of  accounting  was  continued,  and  assets and liabilities of the continuing
business  were  carried  forward.    Under  the  Agreement the name of ICM was
changed  to  Gradall  Industries,  Inc.

Sources  and uses of cash in connection with these transactions are summarized
below:

<TABLE>
<CAPTION>

<S>                                                                 <C>
    Sources of cash:
     Purchase of 4,570,500 shares by MLGA Fund II, LP               $10,500
     Purchase of 554,000 shares by employees                          1,500
     Borrowing from Heller Financial, Inc. - Term Loan               10,000
     Borrowing from Heller Financial, Inc. - Revolvers               17,941
     12.5% Senior Subordinated Notes                                 10,000
     Company funds                                                    2,809
                                                                    -------
                                                                    $52,750
                                                                    =======


    Uses of cash:
     Repayment of State of Ohio debt                                $ 1,320
     Repayment of Bank One Debt, including accrued interest of $43    9,482
     Acquisition of 4,570,500  shares from Rutherford and Shelby     39,592
     Financing and other transaction costs                            2,356
                                                                    -------
                                                                    $52,750
                                                                    =======
</TABLE>


<PAGE>                              F-10

                   GRADALL INDUSTRIES, INC. AND SUBSIDIARIES
                  NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
                            (Dollars in thousands)


1.          NATURE  OF  BUSINESS  AND  BASIS  OF  PRESENTATION,  CONTINUED:

The purchase price was further adjusted based on the actual tax liabilities as
of  the  closing  date including consideration of any taxes resulting from the
distribution of the non-Gradall investments to Messrs.  Rutherford and Shelby.
Subsequent  adjustments  to  date  have  not  had  a  material  impact  on the
accompanying  financial  statements.

Former  wholly-owned  subsidiaries  of  ICM,  Magna  Power  and  International
Consulting  Management  were  transferred  to Messrs. Rutherford and Shelby in
connection  with  the Recapitalization described above.  For purposes of these
consolidated  financial statements, this spin-off transaction has been treated
as a change in the reporting entity and these entities have been excluded from
the  accompanying  financial statements for all periods presented on the basis
that these companies operated in different industries, were autonomous and had
only  incidental  transactions  with  the  Company.   Management fees to these
former subsidiaries of $288 and $550 for the years ended December 31, 1995 and
1994,  respectively,  are included in the accompanying consolidated statements
of  income.

The  following  table  summarizes  the  October  12,  1995  book values of the
companies  transferred  and  excluded  from  these  financial  statements:

<TABLE>
<CAPTION>

<S>                         <C>
    Cash                    $   944
    Accounts receivable       5,976
    Inventory                 6,948
    Property and equipment    3,350
    Other                       579
                            -------

                            $17,797
                            =======


    Accounts payable        $ 3,229
    Accrued liabilities       3,044
    Debt                     10,789
    Net assets                  735
                            -------

                            $17,797
                            =======
</TABLE>


On  September  3,  1996,  the  Company completed an initial public offering in
which  2,950,000  shares  of common stock were issued for a total sum of $29.5
million.    Expenses  incurred  in connection with the issue approximated $2.6
million.    The  net  proceeds  of  the  offering  were  used  as  follows:

<TABLE>
<CAPTION>

<S>                                                <C>
  Repay outstanding term debt                      $ 9,550
  Repay subordinate debt                            10,000
  Redeem preferred stock                             2,000
  Reduce revolving credit liability                  5,379
</TABLE>


In  connection  with  the  offering,  the  Company increased the number of its
authorized  shares  of  common  stock  from 2,200 to 18,000,000 and effected a
5,540  to  1  stock  split.  All applicable share and per share data have been
retroactively  adjusted  for  the  stock  split.

<PAGE>                              F-11

                   GRADALL INDUSTRIES, INC. AND SUBSIDIARIES
                  NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
                            (Dollars in thousands)


2.          SUMMARY  OF  SIGNIFICANT  ACCOUNTING  POLICIES:

PRINCIPLES  OF  CONSOLIDATION:    The  accompanying  consolidated  financial
statements  include  the  accounts  of  the  Company  and  its  wholly-owned
subsidiaries.    All  significant  intercompany accounts and transactions have
been  eliminated.

USE  OF ESTIMATES:  The preparation of financial statements in conformity with
generally accepted accounting principles requires management to make estimates
and  assumptions  that affect the amounts reported in the financial statements
and  related  notes.    Actual  results  may  differ  from  those  estimates.

REVENUE RECOGNITION:  The Company's revenue recognition policy is to recognize
revenue  when  products  are  shipped.

INVENTORIES:    Inventories  are  stated at cost not in excess of market value
using  the  last-in,  first-out (LIFO) method of inventory costing.  Inventory
cost  includes  materials,  direct  labor, manufacturing overhead, and outside
service costs.  Market value is determined by comparison with recent purchases
or  realizable  value.

PROPERTY, PLANT AND EQUIPMENT:  Expenditures for property, plant and equipment
and  for  renewals  and  betterments  which  extend  the  originally estimated
economic  lives  of  assets  are  capitalized  at  cost.    Expenditures  for
maintenance  and  repairs  are  charged  to  expense.    Items which are sold,
retired,  or  otherwise disposed of are removed from the asset and accumulated
depreciation  accounts  and  any gains or losses are reflected in income.  The
Company's  depreciation  and  amortization  methods  are  as  follows:

<TABLE>
<CAPTION>

    Description             Useful Life     Method
--------------------------  -----------  -------------
<S>                         <C>          <C>
Machinery and equipment      3-10 years  Straight-line
Buildings and improvements  10-24 years  Straight-line
Furniture and fixtures       3-10 years  Straight-line
</TABLE>

PATENTS:  The cost of patents is being amortized on a straight-line basis over
the  remaining  legal  life  of  the  patents.

DEFERRED  FINANCING  COSTS:    Costs  incurred  to  obtain financing have been
capitalized  and are being amortized over the life of the respective financing
arrangements.

INCOME  TAXES:    The Company follows the provisions of Statement of Financial
Accounting Standards No. 109, "Accounting for Income Taxes" ("Statement 109").
Deferred income taxes arise from reporting certain items of income and expense
for  tax purposes in a different period than for financial reporting purposes.
The  principle  difference  relates  to  accounting for post-retirement health
benefits.

FAIR  VALUE  OF  FINANCIAL  INSTRUMENTS:   The Company's financial instruments
consist principally of cash, accounts receivable, accounts payable and accrued
liabilities  in  which  the  fair  value  of  these  financial  instruments
approximates  the  carrying  value.    The  Company's revolving line of credit
provides  for  periodic  changes  in  interest rates which approximate current
rates  and  therefore, the fair value of the debt approximates carrying value.

<PAGE>                              F-12

                   GRADALL INDUSTRIES, INC. AND SUBSIDIARIES
                  NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
                            (Dollars in thousands)


2.          SUMMARY  OF  SIGNIFICANT  ACCOUNTING  POLICIES,  CONTINUED:

PER SHARE DATA:  The per share data is based on the weighted average number of
shares  of  common  stock and common stock equivalents outstanding during each
year.

RECLASSIFICATIONS:    Certain 1995 and 1994 balances have been reclassified to
conform  to  the  current  year's  presentation.

3.          INVENTORIES:

Inventories  are  comprised  of:

<TABLE>
<CAPTION>

                        1996     1995
                       -------  -------
<S>                    <C>      <C>
    Raw materials      $ 1,167  $   936
    Work in process     18,402   16,585
    Finished goods       7,187    6,150
                       -------  -------
                        26,756   23,671

    Less LIFO reserve    5,430    5,161
                       -------  -------

    Total inventory    $21,326  $18,510
                       =======  =======
</TABLE>


4.          PROPERTY,  PLANT  AND  EQUIPMENT:
     The  major  classes  of  property,  plant and equipment are summarized as
follows:

<TABLE>
<CAPTION>

                                    1996     1995
                                   -------  -------
<S>                                <C>      <C>
Land                               $   513  $   513
Machinery and equipment             14,836   14,001
Buildings and improvements           5,587    5,291
Furniture and fixtures               1,652    1,340
Construction in progress             1,380      670
                                   -------  -------

                                    23,968   21,815
    Less accumulated depreciation   12,433   11,196
                                   -------  -------

Net property, plant and equipment  $11,535  $10,619
                                   =======  =======
</TABLE>

<PAGE>                              F-13

                GRADALL  INDUSTRIES,  INC.  AND  SUBSIDIARIES
                  NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
                            (Dollars in thousands)


5.          LONG-TERM  DEBT:

     Long  term  debt  includes:

<TABLE>
<CAPTION>

                                                   1996    1995
                                                  ------  -------
<S>                                               <C>     <C>
Term loan                                                 $10,000
Revolving credit                                  $7,291   18,100
12.5% Senior subordinated notes, net of discount
  of $968,719 related to warrants                           9,031
                                                          -------
                                                   7,291   37,131
Less current portion                                        1,350
                                                          -------

                                                  $7,291  $35,781
                                                  ======  =======
</TABLE>


In 1995, the Recapitalization was financed under a Loan and Security Agreement
with  Heller  Financial,  Inc.  which  provided  for  a  $10 million term loan
repayable  in installments through September 30, 2000 and up to $22 million in
revolving loan commitments for a period of five years, along with a Securities
Purchase  Agreement  with  The  Marlborough  Capital Investment Fund, L.P. and
Mellon  Ventures,  Inc. for $10 million of 12.5% Senior Subordinated Notes due
October  31,  2003  and  warrants  for  449,294  shares  of  common  stock.

In 1996, the Company's Loan and Security Agreement with Heller Financial, Inc.
was amended and restated as of December 20, 1996.  This agreement provides for
up  to  $25  million  in  revolving  loan commitments.  There are no aggregate
maturities  on  the  revolving loan commitment.  Amounts borrowed based on the
borrowing  base, as defined, may be repaid and reborrowed at any time prior to
the  earlier  of  a  default  or  August  31,  1999,  the  termination  date.

The  revolving  line of credit bears interest at either LIBOR plus 1% or prime
minus  .50%  at  December  31, 1996.  At December 31, 1996, the prime rate was
8.25%  and  LIBOR  was  5.66%  and  the actual interest rate in effect for the
revolving  line of credit was 6.97%.  The Company also pays an unused line fee
of  1/4  percent  per  annum.

The  terms  of  the  financing  agreement  contain,  among  other  provisions,
restrictions  on  the  level  of  capital  expenditures  and various financial
ratios,  as  defined.    The  financing  agreements  are  collateralized  by
substantially  all  the  assets  of  the  Company.

6.          LEASE  OBLIGATIONS:

The  Company  leases  certain  machinery  and  equipment  under capital leases
expiring beginning in the year 1998.  The assets and liabilities under capital
leases are recorded at the original purchase cost.  The assets are depreciated
over  their  estimated productive lives.  Depreciation of assets under capital
leases  is  included  in  depreciation  expense.

<PAGE>                              F-14

                   GRADALL INDUSTRIES, INC. AND SUBSIDIARIES
                  NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
                            (Dollars in thousands)


6.          LEASE  OBLIGATIONS,  CONTINUED:

In  addition,  the  Company  leases  certain  equipment under operating leases
having  terms up to 5 years which are for equipment.  A number of these leases
have  renewal  options.

The  following  is  a  summary  of  property  held  under  capital  leases:

<TABLE>
<CAPTION>

                                  1996      1995
                               --------  --------
<S>                            <C>       <C>
Machinery and equipment        $  1,020  $  1,020
Less accumulated depreciation       230       128
                               --------  --------

                               $    790  $    892
                               ========  ========
</TABLE>


The  following  is  a summary of future minimum payments under capitalized and
operating  leases  that  have remaining noncancelable lease terms in excess of
one  year  at  December  31,  1996:

<TABLE>
<CAPTION>

                                        Capital   Operating
                                         Leases     Leases
                                        --------  ----------
<S>                                     <C>       <C>
     Year ending December 31,
--------------------------------------
        1997                            $    221  $      227
        1998                                 236          46
        1999                                  97          21
        2000                                 171          13
        2001                                               5
                                        --------  ----------

Total minimum lease payments                 725  $      312
                                                  ==========
Interest                                     106
                                        --------

Liability under capital lease payments       619
Current portion                              174
                                        --------

Long-term capitalized lease obligation  $    445
                                        ========
</TABLE>

Rental  expense  for  operating leases amounted to $397, $319 and $336 for the
years  ended  December  31,  1996,  1995  and  1994,  respectively.

7.          EMPLOYEE  BENEFIT  PLANS:

PENSION PLANS:  Substantially all employees are covered by pension plans which
provide  for  monthly  pension  payments to eligible former employees who have
retired.    The  Company sponsors two plans, one for members of the collective
bargaining  unit  and  one  for  salaried  and  other  eligible  employees.

<PAGE>                              F-15

                   GRADALL INDUSTRIES, INC. AND SUBSIDIARIES
                  NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
                            (Dollars in thousands)


7.          EMPLOYEE  BENEFIT  PLANS,  CONTINUED:

Benefits paid under the collective bargaining unit plan are based on a benefit
multiplier  times years of credited service, reduced by benefits under a prior
plan.    Such  prior  plan  benefits  are  guaranteed under the terms of group
annuity  contracts.    Benefits  paid  under  the salary plan are based on the
greater  of  a  benefit  multiplier  times  years  of  credited  service  or a
percentage  of  pre-retirement  earnings.    Pension  costs  are  funded  as
actuarially determined and to the extent cash contributions are deductible for
federal  income  tax  purposes.   The collective bargaining unit plan uses the
entry  age  normal  actuarial cost method to determine annual contributions to
the  plan.    The  salary  plan  uses the unit credit actuarial cost method to
determine  contributions.

The  components  of net periodic pension cost for the years ended December 31,
1996,  1995  and  1994  are  as  follows:

<TABLE>
<CAPTION>

                                 1996      1995     1994
                               --------  --------  ------
<S>                            <C>       <C>       <C>

Service cost                   $   693   $   566   $ 611
Interest cost                      738       644     554
Actual return of plan assets    (1,118)   (1,399)     50
Net amortization and deferral      532       943    (473)
                               --------  --------  ------

Total pension cost             $   845   $   754   $ 742
                               ========  ========  ======
</TABLE>


  The  funded  status  of  the  plans  as of December 31, 1996 and 1995 are as
follows:

<TABLE>
<CAPTION>

                                                                   1996                    1995
                                                               ------------             -----------
                                                          Collective              Collective
                                                          Bargaining   Salaried   Bargaining   Salaried
                                                          Unit Plan      Plan      Unit Plan     Plan
                                                         ------------  ---------  -----------  ---------
<S>                                                      <C>           <C>        <C>          <C>
  Accumulated benefit obligation:
    Vested                                               $     5,612   $   3,129  $     5,117  $   2,693
    Nonvested                                                    699         276          491        144
                                                         ------------  ---------  -----------  ---------

                                                         $     6,311   $   3,405  $     5,608  $   2,837
                                                         ============  =========  ===========  =========

  Projected benefit obligation                                 6,311       4,679        5,608      4,011
  Plan assets at fair value, primarily stock and
       bond funds                                              5,213       3,867        4,275      3,287
                                                         ------------  ---------  -----------  ---------

  Projected benefit obligation in excess of plan assets        1,098         812        1,333        724

  Unrecognized net asset                                                       1                       1
  Unrecognized net loss                                        1,154         218        1,103        232
  Unrecognized prior service cost                                 17         118           20        128
                                                         ------------  ---------  -----------  ---------

  (Prepaid asset)/pension liability recognized in other
       current assets and other current liabilities,
       respectively                                      $       (73)  $     475  $       210  $     363
                                                         ============  =========  ===========  =========
</TABLE>

<PAGE>                              F-16

                   GRADALL INDUSTRIES, INC. AND SUBSIDIARIES
                  NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
                            (Dollars in thousands)


7.          EMPLOYEE  BENEFIT  PLANS,  CONTINUED:
The  actuarial  assumptions  used  were  as  follows:

<TABLE>
<CAPTION>

                                             1996   1995   1994
                                             -----  -----  -----
<S>                                          <C>    <C>    <C>
Discount rate                                 7.5%   7.5%   8.5%
Rate of increase in compensation levels       4.5%   4.5%   4.5%
Expected long-term rate of return on assets   8.5%   8.5%   8.5%
</TABLE>


Statement  of Financial Accounting Standards No. 87 contains a provision which
requires  the  recognition  of a liability (including unfunded accrued pension
costs)  that  is at least equal to the unfunded accumulated benefit obligation
(the  excess of the accumulated benefit obligation over the fair value of plan
assets).    Recognition  of  an additional minimum liability is required if an
unfunded  accumulated  benefit  exists and the liability already recognized as
unfunded  accrued  pension  cost is less than the unfunded accumulated benefit
obligation.  The additional minimum liability of $1,171 and $1,123 at December
31,  1996  and  1995,  respectively,  has  been  included  in  other long-term
liabilities  and  an  intangible  pension asset of $17 and $20 at December 31,
1996  and 1995, respectively, has been recorded in an amount not exceeding the
amount  of  unrecognized  prior  service  cost.    The  difference between the
long-term liabilities and the intangible asset has been reported net of income
tax  effect  within  equity.

SAVINGS  AND  INVESTMENT  PLAN:    Substantially all employees are eligible to
participate in a savings and investment plan.  The Company sponsors two plans,
one  for  members  of  the collective bargaining unit and one for salaried and
other  eligible  employees.  The plans provide for contributions by employees,
through  salary  reductions,  and  for  a matching contribution by the Company
based on a rate determined for each plan year by the Board of Directors of the
Company.    The  plans  also  provide  for a discretionary contribution by the
Company.

DEFERRED  COMPENSATION  PROGRAM:    The  Company  has  a deferred compensation
program  under  which  certain  employees  may  elect to postpone receipt of a
portion  of  their earnings.  The amounts so deferred are deposited in a trust
account,  but  remain  assets of the Company.  The trustees of the program are
officers  of  the  Company.

PROFIT  SHARING  PLAN:    The Company maintains a profit sharing plan covering
union  and  salaried  employees.    The  amount of the profit sharing bonus is
determined  by  the Company's return on sales and is calculated based upon the
wages  of  eligible  employees.

POST-RETIREMENT  BENEFITS:    The  Company provides eligible retired employees
with  health care and life insurance benefits.  These benefits are provided on
a non-contributory basis for life insurance and contributory basis for medical
coverage.    Currently,  the  Company  does  not  pre-fund  these  benefits.

<PAGE>                              F-17

                   GRADALL INDUSTRIES, INC. AND SUBSIDIARIES
                  NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
                            (Dollars in thousands)


7.          EMPLOYEE  BENEFIT  PLANS,  CONTINUED:

The  components  of  periodic  net  post-retirement benefit cost for the years
ended  December  31,  1996,  1995  and  1994  are  as  follows:

<TABLE>
<CAPTION>

                                                 1996      1995     1994
                                                 -----     -----  --------
<S>                                           <C>       <C>       <C>
Service cost                                  $    539  $    393  $   328
Interest cost                                    1,143     1,098      916
Amortization of loss (gain)                         17             (3,626)
                                              --------  --------  --------

  Net periodic post retirement benefit cost   $  1,699  $  1,491  $(2,382)
                                              ========  ========  ========
</TABLE>

The following table displays the plans' funded status at December 31, 1996 and
1995  based  on  the  most  recent actuarial analysis at December 31, 1996 and
1995:

<TABLE>
<CAPTION>

                                                                        1996      1995
                                                                      --------  --------
<S>                                                                   <C>       <C>
Accumulated post-retirement benefit obligations:
  Retirees                                                            $ 7,155   $ 6,943
  Fully-eligible active plan participants                               4,401     4,006
  Other active plan participants                                        4,959     4,683
                                                                      --------  --------

          Total                                                       $16,515   $15,632
                                                                      ========  ========

  Plan assets at fair value                                           $     -   $     -
  Accumulated post-retirement benefit obligation in excess of assets   16,515    15,632
  Unrecognized net actuarial loss                                      (1,911)   (1,808)
                                                                      --------  --------

            Accrued post-retirement benefit cost                      $14,604   $13,824
                                                                      ========  ========
</TABLE>


The  gain  amount  shown  in  1994  is the result of a change in the estimated
medical  inflation  rate  assumption  and  the  Company's  decision  to  fully
recognize  this  gain  at  that  time.    The  gain in amortization in 1994 is
included  in  other  income  (expense).
For  measuring  the expected, Post-Retirement Benefit Obligation, an 8% annual
rate  increase  in  the  per  capita  cost of covered health care benefits was
assumed  for  1997.    This  rate  was assumed to decrease to 5.5% by 2012 and
remain  constant  thereafter.    The  weighted  average  discount rate used in
determining  the  Accumulated  Post-retirement  Benefit Obligation was 7.5% at
December    31,  1996  and  1995.

If  the  health  care  cost  trend  rate  were  increased  1%  the Accumulated
Post-Retirement  Obligation  as  of  December 31, 1996 would have increased by
$2,178  and the effect of this change on the aggregate of service and interest
costs  for  1996  would  be  an  increase  of  $138  and  $142,  respectively.


<PAGE>                              F-18

                   GRADALL INDUSTRIES, INC. AND SUBSIDIARIES
                  NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
                            (Dollars in thousands)


8.          INCOME  TAXES:

The provision for income taxes for the years ended December 31, 1996, 1995 and
1994  consisted  of  the  following:

<TABLE>
<CAPTION>

                                             1996     1995     1994
                                            ------  --------  ------
<S>                                         <C>     <C>       <C>

Federal                                     $3,433  $ 3,888   $1,842
State                                          642      849      384
Deferred                                       806   (1,057)     926
                                            ------  --------  ------

                                             4,881    3,680    3,152
                                            ------  --------  ------

Tax effect of extraordinary charge (shown
      separately)                              622
                                            ------  --------  ------

                                            $5,503  $ 3,680   $3,152
                                            ======  ========  ======
</TABLE>

The  Company's  effective tax rate differed from the federal statutory rate as
follows:

<TABLE>
<CAPTION>

                                  1996    1995    1994
                                 ------  ------  ------
<S>                              <C>     <C>     <C>
Federal statutory rate           35.0 %  34.0 %  34.0 %
Effect of state and local taxes     3.6    4.8      3.0
Change in tax liability                   (3.0)       -
Other                               1.4      -      0.9
                                 ------  ------  ------

                                 40.0 %  35.8 %  37.9 %
                                 ======  ======  ======
</TABLE>

The  components  of the net deferred tax benefits (liabilities) as of December
31,  1996  and  1995  were  as  follows:

<TABLE>
<CAPTION>

                                        1996      1995
                                      --------  --------
<S>                                   <C>       <C>
Current:
  Inventories                         $  (762)  $  (813)
  Accrued expenses                      1,882     2,184
  Other                                    31         -
                                      --------  --------

                                      $ 1,151   $ 1,371
                                      ========  ========

Long-term:
  Basis of property and equipment     $(1,393)  $(1,352)
  Post-retirement benefits liability    5,964     5,646
  Accrued expenses                        686       849
                                      --------  --------

                                      $ 5,257   $ 5,143
                                      ========  ========
</TABLE>

<PAGE>                              F-19

                   GRADALL INDUSTRIES, INC. AND SUBSIDIARIES
                  NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
                            (Dollars in thousands)


8.          INCOME  TAXES,  CONTINUED:
The sources of timing differences and the related deferred tax effects were as
follows:

<TABLE>
<CAPTION>

                                     1996     1995      1994
                                    ------  --------  -------
<S>                                 <C>     <C>       <C>
Accrued expenses                    $ 970   $  (577)  $ (444)
Post-retirement benefits liability   (318)     (308)   1,049
Depreciation                          212        84       29
Inventory                             (52)       20      (27)
Other                                  (6)     (276)     319
                                     -----  --------  -------

                                    $ 806   $(1,057)  $  926
                                    ======  ========  =======
</TABLE>

Valuation  allowances  are  established  when necessary to reduce deferred tax
assets  to  the  amounts  expected  to  be  realized.

9.          PREFERRED  STOCK:

The Company is authorized to issue shares of Series A preferred stock in which
each  share has one vote with a fixed aggregate of 12% of the total vote.  The
holders  of  this  preferred  stock will vote together with the holders of the
Company's common stock on all matters submitted to the Company's stockholders.
Holders  may require the Company to redeem preferred shares proportionately to
any  reduction  in  shares held by MLGA Fund II, L.P.  At December 31, 1996 no
Series  A  preferred  stock  was  outstanding.

The Board of Directors is authorized, subject to any limitations prescribed by
law,  to issue preferred stock in one or more classes or series and to fix the
designations,  voting powers, preferences, rights, qualifications, limitations
or  restrictions  of  any  such  class  or  series, including dividend rights,
dividend rates, redemption prices and terms, conversion rights and liquidation
preferences  of  each  class or series of Preferred Stock, without any further
vote  or  action  by  the  stockholders  of  the  Company.

10.          STOCK  OPTIONS:

On  October  13,  1995,  the  stockholders  approved an incentive stock option
program  under which 315,226 shares of the Company's common stock are reserved
for  grants  to  key  employees.   The option price is to be determined by the
Board, but may not be less than 100% of the fair market value of the Company's
common  stock at the time of the grant and options must generally be exercised
within ten years from the date of grant.  On October 13, 1995, 132,406 options
were  granted  at  an  exercise  price of $2.71 and on April 18, 1996, 150,965
options were granted at an exercise price of $6.32 of which 5,540 options were
forfeited.

The  Board  of  Directors  adopted  an amendment to the Company's stock option
program  on  March  10,  1996  in  which an additional 200,000 shares would be
available  for issuance under the program subject to stockholders' approval at
the  annual  meeting  on  May  14,  1997.

<PAGE>                              F-20

                   GRADALL INDUSTRIES, INC. AND SUBSIDIARIES
                  NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
                            (Dollars in thousands)


10.          STOCK  OPTIONS,  CONTINUED:

In  October 1995, the Financial Accounting Standards Board issued Statement of
Financial  Accounting  Standards  No.  123,  "Accounting  for  Stock-Based
Compensation."  This statement defines a fair value based method of accounting
for  an  employee  stock  option  or similar equity instrument.  The statement
does,  however,  allow  an entity to continue to measure compensation cost for
those plans using the intrinsic value based method of accounting prescribed by
Accounting  Principles  Board  Opinion No. 25, "Accounting for Stock Issued To
Employees."

In  1996,  the  Company  adopted  provisions  of  SFAS  No.  123  by providing
disclosures  of the pro forma effect on net income and earnings per share that
would  result  if the fair value compensation element were to be recognized as
expense.    The  following table shows the pro forma earnings and earnings per
share for 1996 and 1995 along with significant assumptions used in determining
the  fair  value  of  the  compensation  amounts.

<TABLE>
<CAPTION>

                             1996       1995
                           ---------  ---------
<S>                        <C>        <C>
Pro forma amounts:
  Net income               $   7,242  $   6,603
  Earnings per share       $    1.04  $    1.17

Assumptions:
  Dividend yield                   0          0
  Expected volatility        34.46 %    35.01 %
  Risk free interest rate     6.3  %     5.7  %
  Expected lives             4 years    4 years
</TABLE>

11.          CONTINGENCIES:

The  Company  was  involved  in  certain  claims and litigation related to its
operations.    Based  upon  the facts known at this time, management is of the
opinion  that  the ultimate outcome of all such claims and litigation will not
have  a  material  adverse  effect  on  the  financial condition or results of
operations  of  the  Company.

<PAGE>                              F-21

                   GRADALL INDUSTRIES, INC. AND SUBSIDIARIES
                  NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
                            (Dollars in thousands)


12.          PRO  FORMA  INFORMATION:

Net  income  and  net  income  per  share  are  presented below as if the 1995
Recapitalization,  the  issuance  of  shares  of  common stock pursuant to the
initial public offering and the application of the net proceeds thereof to the
reduction  in  debt,  all  had  occurred  as  of  January  1,  1995.

<TABLE>
<CAPTION>

                                                                     1996        1995
                                                                 -----------  -----------
<S>                                                              <C>          <C>

Net income as reported                                           $    7,313   $    6,607
Extraordinary charge                                                    973
Reduction in interest expense using an average interest rate of
     8.2% including the elimination of amortization of deferred
     financing costs                                                  2,013          434
Increase in income taxes related to the pro forma adjustments          (763)        (180)
                                                                 -----------  -----------

    Pro forma net income                                         $    9,536   $    6,861
                                                                 ===========  ===========
Average shares outstanding as if the initial public
    offering had occurred on January 1, 1995                      8,939,294    8,939,294
        Pro forma net income per share                           $     1.07   $      .77
</TABLE>

13.          EXTRAORDINARY  ITEM:

The  early  repayment of the term debt and subordinated debt with the proceeds
of  the  initial public offering resulted in the write-off of $723 of deferred
financing  costs  and  unamortized  discount  on the subordinated debt of $872
which  have been accounted for as an extraordinary charge resulting from early
extinguishment  of  debt net of applicable income taxes of $622.  Total income
before  taxes  after consideration of these extraordinary expenses amounted to
$12,194  for  the  year  ended  December  31,  1996.


14.          WORK  STOPPAGE:

Virtually  all  of  the  Company's  hourly  employees  are  represented by the
International Association of Machinists and Aerospace Workers under a contract
which  expired  on  March  23,  1997.   On March 22, 1997 the Union membership
failed  to  ratify a proposed new three year contract, and a work stoppage has
ensued.  A prolonged work stoppage could have a material adverse effect on the
operation  and  financial  condition  of  the  Company.

<PAGE>                              F-22

<TABLE>
<CAPTION>

                                GRADALL INDUSTRIES, INC. AND SUBSIDIARIES
                             SCHEDULE II - VALUATION AND QUALIFYING ACCOUNTS
                          FOR THE YEARS ENDED  DECEMBER 31, 1996,  1995 AND 1994
                                          (DOLLARS IN THOUSANDS)


                                                              Additions
                                                       -----------------------
                                       Balance at      Charged to   Charged to                Balance at
                                        Beginning       Costs and     Other                     End of
     Description                        of Period       Expenses     Accounts   Deductions      Period
     -----------                       -----------     -----------  ----------  -----------  ------------
<S>                                    <C>             <C>          <C>         <C>          <C>
LIFO inventory reserve:
   Year ended December 31, 1994        $     4,725     $      480                            $      5,205
   Year ended December 31, 1995              5,205            (44)                                  5,161
   Year ended December 31, 1996              5,161            269                                   5,430

Allowance for doubtful accounts;
   Year ended December 31, 1994                 55                     34  (a)      23  (b)
                                                                                    33  (c)            33

   Year ended December 31, 1995                 33             12      43  (a)       4  (b)
                                                                                    22  (c)            62

   Year ended December 31, 1996                 62             17      16  (a)       4  (b)
                                                                                    15  (c)            76

Allowance for inventory obsolescence:
   Year ended December 31, 1994                658            591                  291  (d)           958
   Year ended December 31, 1995                958            527                  629  (d)           856
   Year ended December 31, 1996                856            751                  735  (d)           872
<FN>
     (a)          Late  fees  assessed  and  fully  reserved
     (b)          Doubtful  accounts  written  off
     (c)          Revenue  recognized  from  late  fees  collected
     (d)          Write  off  of  obsolete  inventories
</TABLE>

<PAGE>

Item  9.    CHANGES  IN  AND  DISAGREEMENTS  WITH  ACCOUNTANTS  ON
          ACCOUNTING  AND  FINANCIAL  DISCLOSURE

     Not  applicable.

                                   PART III

Item  10.    DIRECTORS  AND  EXECUTIVE  OFFICERS  OF  THE  REGISTRANT

     The  information  with  respect  to  the  directors  of  the  Company  is
incorporated by reference to the Company's proxy statement to be filed for its
1997  Annual  Meeting  of  Stockholders.

Item  11.    EXECUTIVE  COMPENSATION

     Information with respect to executive compensation is incorporated herein
by  reference to the Company's proxy statement to be filed for its 1997 Annual
Meeting  of  Stockholders.

Item  12.    SECURITY  OWNERSHIP  OF  CERTAIN  BENEFICIAL  OWNERS  AND
 MANAGEMENT

     Information  with  respect  to  security  ownership of certain beneficial
owners  and  management  is  incorporated herein by reference to the Company's
proxy  statement  to  be  filed  for  its 1997 Annual Meeting of Stockholders.



Item  13.    CERTAIN  RELATIONSHIPS  AND  RELATED  TRANSACTIONS

     Information  with  respect  to  certain  relationships  and  related
transactions  is  incorporated  herein  by  reference  to  the Company's proxy
statement  to  be  filed  for  its  1997  Annual  Meeting  of  Stockholders.

                                    PART IV

Item  14.    EXHIBITS,  FINANCIAL  STATEMENT  SCHEDULES  AND  REPORTS  ON
             FORM  8-K

     (a)          Documents  filed  as  part  of  this  report:

          1.          Financial  Statements

               The  financial  statements  listed in the accompanying Index to
Consolidated  Financial  Statements are filed as part of this Annual Report on
Form  10-K.

<PAGE>

          2.          Financial  Statement  Schedules

               The  financial  statement  schedules listed in the accompanying
Index  to  Consolidated  Financial Statements are filed as part of this Annual
Report  on  Form  10-K.

          3.          Exhibits

               The  exhibits  in  the  accompanying Exhibit Index are filed as
part  of  this  Annual  Report  on  Form  10-K.

     (b)          Reports  on  Form  8-K

     No  reports on Form 8-K were filed by the Company during the last quarter
of  the  year  covered  by  this  report.

     (c)          Exhibits  required  by  Item  601  of  Regulation  S-K

     Exhibits  required to be filed pursuant to Item 601 of Regulation S-K are
listed  in  the  Exhibit  Index  as  Exhibits  10.04  -  10.14.

     (d)          Financial  Statement  Schedules  required  by Regulation S-X

     The  items  listed  in  the  accompanying Index to Consolidated Financial
Statements  are  filed  as  part  of  this  Annual  Report  on  Form  10-K.

<PAGE>

                                  SIGNATURES

     Pursuant  to  the  requirements  of Section 13 or 15(d) of the Securities
Exchange  Act of 1934, the registrant has duly caused this report to be signed
on  its  behalf  by  the  undersigned,  thereunto  duly  authorized.

                                             GRADALL  INDUSTRIES,  INC.



March  10,  1997                                      By:/s/ BARRY L. PHILLIPS
----------------                                         ---------------------
Date                                                   Name: Barry L. Phillips
                                                      Title:  President


     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.

<TABLE>
<CAPTION>

Signature                               Title                         Date
---------------------  ----------------------------------------  --------------
<S>                    <C>                                       <C>

/s/ BARRY L. PHILLIPS  President (Principal Executive Officer
---------------------
Barry L. Phillips      and Director)                             March 10, 1997
                                                                 --------------


/s/ BRUCE A. JONKER    Vice President, Chief Financial Officer
---------------------
Bruce A. Jonker        and Treasurer (Principal Financial
                       Officer and Principal Accounting
                       Officer)                                  March 10, 1997
                                                                 --------------


/s/ SANGWOO AHN        Chairman of the Board and Director
---------------------
Sangwoo Ahn                                                      March 10, 1997
                                                                 --------------


/s/ ERNEST GREEN             Director
---------------------
Ernest Green                                                     March 10, 1997
                                                                 --------------


/s/ PERRY J. LEWIS           Director
---------------------
Perry J. Lewis                                                   March 10, 1997
                                                                 --------------

<PAGE>

/s/ JOHN A. MORGAN           Director
---------------------------
John A. Morgan                                                   March 10, 1997
                                                                 --------------


/s/ WILLIAM C. UGHETTA, JR.  Director
---------------------------
William C. Ughetta, Jr.                                          March 10, 1997
                                                                 --------------


/s/ DAVID S. WILLIAMS        Director
---------------------------
David S. Williams                                                March 10, 1997
                                                                 --------------


/s/ JACK RUTHERFORD          Director
---------------------------
Jack Rutherford                                                  March 10, 1997
                                                                 --------------
</TABLE>

<PAGE>

                                 EXHIBIT INDEX
<TABLE>
<CAPTION>


                                                                                     Sequential
Exhibit No.                               Description                                 Page No.
-----------  ----------------------------------------------------------------------  ----------
<S>          <C>                                                                     <C>

3.01         Amended and Restated Certificate of Incorporation of the
             Registrant - incorporated by reference to Exhibit 3.01 to the
             Company's Registration Statement on Form S-1 (No. 333-06777)

3.02         Amended and Restated Bylaws of the Registrant - incorporated by
             reference to Exhibit 3.02 to the Company's Registration Statement
             on Form S-1 (No. 333-06777)

10.01        Recapitalization Agreement dated as of September 15, 1995 among
             ICM Industries, Inc., MLGA Fund II, L.P., Jack D. Rutherford and
             David T. Shelby (excluding exhibits and schedules) - incorporated
             by reference to Exhibit 10.01 to the Company's Registration
             Statement on Form S-1 (No. 333-06777)

10.02        Amendment to Recapitalization Agreement dated as of October 12,
             1995 - incorporated by reference to Exhibit 10.02 to the
             Company's Registration Statement on Form S-1 (No. 333-06777)

10.03        Amended and Restated Shareholders Agreement dated as of
             August 20, 1996 - incorporated by reference to Exhibit 10.03 to
             the Company's Registration Statement on Form S-1
             (No. 333-06777)

10.04        Amended and Restated Employment Agreement dated October 13,
             1995 between The Gradall Company and Barry L. Phillips -
             incorporated by reference to Exhibit 10.4 to the Company's
             Registration Statement on Form S-1 (No. 333-06777)

10.05        Amended and Restated Employment Agreement dated October 13,
             1995 between The Gradall Company and David S. Williams -
             incorporated by reference to Exhibit 10.05 to The Company's
             Registration Statement on Form S-1 (No. 333-06777)

10.06        Deferred Compensation Agreement dated July 19, 1989 between
             The Gradall Company and Barry L. Phillips - incorporated by
             reference to Exhibit 10.06 to the Company's Registration Statement
             on Form S-1 (No. 333-06777)

<PAGE>

10.07        Amended and Restated Deferred Compensation Agreement dated
             August 30, 1995 between The Gradall Company and David S.
             Williams - incorporated by reference to Exhibit 10.07 to the
             Company's Registration Statement on Form S-1 (No. 333-06777)

10.08        Split-Dollar Life Insurance Agreement dated as of August 30, 1995
             between The Gradall Company and Barry L. Phillips - incorpo
             rated by reference to Exhibit 10.08 to the Company's Registration
             Statement on Form S-1 (No. 333-06777)

10.09        Gradall Industries, Inc. 1995 Stock Option Plan - incorporated by
             reference to Exhibit 10.09 to the Company's Registration Statement
             on Form S-1 (No. 333-06777)

10.10        Employment Agreement dated as of November 1, 1995 between
             The Gradall Company and Bruce A. Jonker - incorporated by
             reference to Exhibit 10.10 to the Company's Registration Statement
             on Form S-1 (No. 333-06777)

10.11        Employment Agreement dated as of November 1, 1995 between
             The Gradall Company and Joseph H. Keller, Jr. - incorporated by
             reference to Exhibit 10.11 to the Company's Registration Statement
             on Form S-1 (No. 333-06777)

10.12        Employment Agreement dated as of November 1, 1995 between
             The Gradall Company and James C. Cahill - incorporated by
             reference to Exhibit 10.12 to the Company's Registration Statement
             on Form S-1 (No. 333-06777)

10.13        The Gradall Company Amended and Restated Supplemental
             Executive Retirement Plan - incorporated by reference to Exhibit
             10.13 to the Company's Registration Statement on Form S-1
             (No. 333-06777)

10.14        The Gradall Company Benefit Restoration Plan - incorporated by
             reference to Exhibit 10.14 to the Company's Registration Statement
             on Form S-1 (No. 333-06777)

10.15        Amended and Restated Loan and Security Agreement dated as of
             December 20, 1996, among The Gradall Company, Gradall
             Industries, Inc. and Heller Financial, Inc., as agent and lender, The
             CIT Group/Business Credit, Inc. and Bank One Columbus, N.A.,
             as lenders (excluding exhibits and schedules)*

<PAGE>

10.16        Supply Agreement between The Gradall Company and Iowa
             Industrial Hydraulics, Inc., dated January 1, 1995 (excluding
             exhibits) - incorporated by reference to Exhibit 10.16 to the
             Company's Registration Statement on Form S-1 (No. 333-06777)

21.01        Subsidiaries of the Registrant - incorporated by reference to
             Exhibit 21.01 to the Company's Registration Statement on Form
             S-1 (No. 333-06777)

27.01        Financial Data Schedule*
</TABLE>


_______________

*          Filed  herewith