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,  1998
                                       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  26,  1999  was  $90,684,360.

     The  number  of  shares outstanding of registrant's common stock, par value
 .001  per  share,  as  of  February  26,  1999  was  9,515,460.

                       DOCUMENTS INCORPORATED BY REFERENCE
     Portions  of  the registrant's Annual Report to Shareholders for the fiscal
year ended December 31, 1998, are incorporated by reference into Part II of this
Form  10-K.

     Portions  of  the  registrant's  Proxy  Statement  to  be filed pursuant to
Regulation  14A  with  respect  to  the  1999 Annual Meeting of Shareholders are
incorporated  by  reference  into  Part  III  of  this  Form  10-K.
     The  Exhibit  index  appears  on  sequential  page  28.

<PAGE>
                                     PART I
                                     ------

Item  1.  BUSINESS

THE  COMPANY

          Gradall  Industries, Inc. (the "Company") was incorporated in Delaware
in  1985.  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 subsidiaries, The Gradall Company
and  The  Gradall  Orrville  Company.

     Gradall is a leading manufacturer of hydraulic excavators and rough-terrain
variable  reach  material  handlers  as  well  as  related  service  parts.  The
Company's products are marketed 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  1998, total sales were $182.6  million, comprised of $54.6
million in sales of excavators, $110.2 million in sales of material handlers and
$17.9  million  in  sales  of service parts.  Excavator shipments were down $2.8
million  or  4.9%  in 1998 compared to 1997.  The abundance of low price crawler
excavators  entering the U.S. from Asia contributed to reduced crawler excavator
sales.  Material  handler  sales were up $26.2 million or 31.2% in 1998 compared
to  1997.  The introduction of the new D-series family of material handlers plus
strong  market  demand  were  key  factors  for  higher  material handler sales.
Service parts sales in 1998 were up $0.6 million from 1997.  Since January 1994,
the  Company has introduced 12 new products which accounted for in excess of 85%
of  Gradall's  unit  sales  in  1998.

     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  46  independent  distributors  at  approximately  168  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  begin  to compete 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
40  independent  distributors  at  approximately  169 locations throughout North
America.  In  addition,  Gradall  material  handlers  are  available at national
rental  companies at over 490 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 competitive in the rapidly growing rough-terrain
variable  reach  material  handler  market.

                                      -2-
<PAGE>
     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 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,
$2.2  million  in  1996, $5.3 million in 1997, and $13.3 million in 1998. During
1999  the  Company  plans  to  invest approximately $10.5 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.

     In  addition,  during  1998  the Board of Directors approved in principle a
multi-year  capacity  expansion program (the "Capacity Expansion Program") which
is  intended  to  increase manufacturing capacity in excess of 50% over the next
three  to  five years.  The Capacity Expansion Program will require a $30 to $50
million  investment  over  this  time  frame.  As part of the Capacity Expansion
Program,  in  October  1998  the Company purchased a 330,000 sq. ft. facility at
Orrville,  Ohio to manufacture material handlers and relieve overcrowding at the
New Philadelphia plant.  The Company expects operations to begin at the Orrville
facility  in  April  1999.  The  acquisition  of  the  Orrville facility and the
purchase  of  robot  welders,  machining  centers  and  lasers  which  total
approximately  $8.3 million are the investments in this program through December
31,  1998.  The Company may alter or revise the Capacity Expansion Program based
upon  changes  in  market  demand and/or economic conditions.  See "Management's
Discussion  and  Analysis  of  Financial  Condition  and Results of Operations -
Liquidity  and  Capital  Resources".

THE  INDUSTRY

     Gradall  competes  principally  in the construction equipment industry.  In
1997,  the  latest year for which U.S. industry figures have been published, new
orders  for  construction,  mining  and material handling equipment exceeded $47
billion.  The  Company  estimates  that industry orders for hydraulic excavators
and  material handlers exceeded $3 billion, in 1997.  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.

                                      -3-
<PAGE>
     Since  the beginning of 1994, 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 14,500 units in 1994 to over 23,500 units in 1998.  The
market  growth  is  due  to  improved  general economic conditions and expanding
applications  of  hydraulic  excavators.  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  97%  and  3%  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, 12-14 tons, 19-21 tons and 24-28 tons,
which  in 1998 accounted for approximately 8%, 18% and 8% of the total excavator
market,  respectively,  for  a total of approximately 34%.  The remainder of the
crawler  excavator  market  is  represented  by  size  classes  not  currently
manufactured  by  the  Company.  Based upon industry data, the Company estimates
that  its  market  share  of the crawler excavator market that it competes in is
approximately  1%.

     Gradall  is  a  leading manufacturer of wheeled telescopic boom excavators.
Based  on industry data, the Company estimates that during 1998 its market share
of  wheeled  excavators exceeded 40% 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  3,500  units in 1994 to more than 11,000 units in 1998.  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.

                                      -4-
<PAGE>
     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 92% 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  in  which it competes is approximately 16%.

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  1994, the Company has introduced 12 new products, and its sales increased
from  $88.8  million  in  1994  to  $182.6  million in 1998 and operating income
increased  from  $6.1  million  in  1994  to  $24.0  million  in  1998.  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
competes  in  the 12-14 ton size class, commenced in May 1997, and has been well
received  by  distributors and customers. In mid-1997 the Company introduced the
XL  model,  XL2210,  which  is  operated with a remote control device, making it
popular  for steel and aluminum metal mill maintenance work as well as hazardous
waste  cleanup  and  other  potentially  dangerous  jobs.  Gradall  entered  the
non-highway  speed  wheeled excavator market with the introduction of the XL2300
at the BAUMA trade show in Munich, Germany in April 1998.  Gradall introduced in
July 1997 a new D Series material handler in the 10,000 lbs. and over size class
which  is one of the largest material handlers in the industry. In January 1998,
the  Company  introduced  seven  new  D  Series  models, completing the D Series
family.  The  eight  new  D Series models provide state of the industry operator
protection,  new  instrumentation, wider seating and excellent visibility in all
directions.  The  machines  are  designed  for  easy  operation,  shortening the
operator  training  process  and  encouraging  faster,  more efficient work with
advantages  like  no-shift  transmissions.  The  Company's  product  development
engineers  are  currently  designing  additional  new  excavators  and  material
handlers  which  Gradall  plans  to  market  in  the  near  future.

     Target  niche  markets.  The  Company  is  working  to continue 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 3% 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 began to compete in several size classes of the conventional
crawler  excavator  market  which  in  the  aggregate  currently  represent
approximately  34%  of  the  excavator  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.

                                      -5-
<PAGE>
     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, $2.2 million in 1996, $5.3 million in 1997, and $13.3 million in 1998.
During  1999  the  Company  plans  to  invest  approximately  $10.5  million for
additional  capital  improvements  under  this  program.  Thus  far,  capital
improvements  have  included  robotic  welding  systems, laser cutting machines,
paint  systems  and  direct  computer-controlled equipment designed for cellular
production.  Planned  expenditures  will  include  additional  robotic  welding
systems, laser cutting machines, and an additional machining center.  Management
believes  that  these  strategies  have  enabled  the  Company  to  increase
substantially  its  profitability  in  recent  years.

     In  addition,  during  1998  the Board of Directors approved in principle a
multi-year  capacity  expansion program (the "Capacity Expansion Program") which
is  intended  to  increase manufacturing capacity in excess of 50% over the next
three  to  five years.  The Capacity Expansion Program will require a $30 to $50
million  investment  over  this  time  frame  As  part of the Capacity Expansion
Program,  in  October  1998  the Company purchased a 330,000 sq. ft. facility at
Orrville,  Ohio to manufacture material handlers and relieve overcrowding at the
New  Philadelphia plant. The Company expects operations to begin at the Orrville
facility  in  April  1999.  The  acquisition  of  the  Orrville facility and the
purchase  of  robot  welders,  machining  centers  and  lasers  which  total
approximately  $8.3 million are the investments in this program through December
31,  1998.  The Company may alter or revise the Capacity Expansion Program based
upon  changes  in  market  demand and/or economic conditions.  See "Management's
Discussion  and  Analysis  of  Financial  Condition  and Results of Operations -
Liquidity  and  Capital  Resources".

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 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
2.2%  of sales in 1994 to 1.2% in 1998.  The Company has implemented statistical
process  controls,  a  monitored  product  quality  review  program and a formal
supplier  quality  assurance  program.

                                      -6-
<PAGE>
     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.

     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 offers 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. In 1998 the Company invested
significant resources toward the development of a digital database on CD-ROM for
all  technical  publications  including operator, service, parts and maintenance
manuals.  The  system  named Gradall Plus will be introduced to the distribution
network  during  the  first  quarter of 1999.  Service parts sales and marketing
activities  are  supported  by  eight  district product support managers who are
dispersed  geographically  throughout  the  U.S.

     Pursue  joint  venture,  international business opportunities and strategic
alliances.  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  emerging  markets  in  Russia, Latin America, Turkey,
China  and  the Pacific Rim.  The Company obtained its ISO 9001 certification in
January  1999,  which  will  assist the international marketing of its products.
The Company believes there is opportunity to participate in the current trend of
consolidation  in  the  construction  equipment  industry.

                                      -7-
<PAGE>
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  1994, the Company has
introduced 12 new products which accounted for more than 85% of total unit sales
in  1998.

<TABLE>
<CAPTION>
                           REVENUE BY PRODUCT CATEGORY

                               YEAR ENDED DECEMBER 31,

                       1994(1)   1995(1)    1996    1997   1998(2)
                       --------  --------  ------  ------  --------
                                  (DOLLARS IN MILLIONS)
<S>                    <C>       <C>       <C>     <C>     <C>
Excavators. . . . . .  $  45.2   $  49.2   $ 55.1  $ 57.4  $  54.6 
Material handlers . .     30.7      53.6     70.4    84.0    110.2 
Service parts . . . .     12.9      15.6     15.4    17.3     17.9 
                       --------  --------  ------  ------  --------
Total . . . . . . . .  $  88.8   $ 118.4   $140.9  $158.7  $ 182.6 
                       ========  ========  ======  ======  ========
<FN>
_______________
(1)  Material  handlers  and  service parts include revenues from a product line
which  was  discontinued  in  1995.

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

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 12-14 ton, 19-21 ton
and  24-28  ton size classes which in the aggregate constitute approximately 34%
of the total 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.

                                      -8-
<PAGE>
     XL2000  Series.  Shipments of the new crawler model XL2200 commenced in May
1997,  and  it competes in the 12-14 ton class which represents approximately 8%
of  the  total  excavator  market.  This  model is designed to meet the needs of
residential  and  general  contractors.  In  August  1997  the Company commenced
shipments  of  a  remote  controlled  crawler  model  XL2210, which is a special
industrial  version  for  use  in mines and steel mills. During 1998 the Company
introduced  a  rough-terrain  wheeled  version  of  the  XL2000  series.

XL4000  Series.  This  model  competes  in  the 19-21 ton class which represents
approximately  18% of the total 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  8%  of  the total 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.

     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 highway speed 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.

                                      -9-
<PAGE>
     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 end of the boom auxiliary
hydraulics.  In  1996  Gradall  introduced 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.

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

     522/524D.  The  522/524D was introduced in January 1998 and competes in the
6-7,000  lbs.  class  which  represents  approximately 47% 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.

     534D-6.  The  534D-6 was introduced in January 1998 and is the most popular
Gradall material handler. It also competes in the 6-7,000 lbs. class and has two
maximum  lift  heights,  a  standard 36' or an optional 42'. This model has been
very  well accepted by mason and roofing contractors and by the rental industry.

     534D-9.  The  534D-9  was  introduced  in  January 1998 and competes in the
8-9,000  lbs.  class  which represents approximately 33% of the market and has a
maximum  lift  height  of  40'.  This  model  has a strong appeal to framing and
general  contractors.

     534D-10.  The  534D-10 was introduced in January, 1998, and competes in the
10,000  lbs. and over class which represents approximately 12% 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.
     544D.  The 544D was introduced in July 1997 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.

                                      -10-
<PAGE>
     The  primary  features  of  Gradall  material  handlers  are:

     90  degree  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.

     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 a very competitive market,
the Company focuses on parts availability, marketing and sales activities. As an
element  of  this  focus,  the  Company  offers  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.  In  1998  the  Company invested significant resources toward the
development  of  a  digital  database  on  CD-ROM for all technical publications
including  operator,  service,  parts and maintenance manuals.  The system named
Gradall  Plus  will  be  introduced to the distribution network during the first
quarter  of  1999.

                                      -11-
<PAGE>
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. Approximately 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.  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.

     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 46 independent
distributors  at  approximately  168  locations  in North America. The Company's
material  handler  distribution  network  is  composed  of  approximately  40
independent  distributors  at approxi-mately 169 locations. In addition, Gradall
material  handlers  are  available  at  national  rental  companies  at over 490
locations.  Hertz  Equipment  Rental  Corporation,  a  national  rental company,
purchased  material  handlers which accounted for more than 10% of the Company's
total  sales in 1998.  No other distributor or rental company accounted for more
that  10%  of  the  Company's  total  sales  in  1998.

     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  and three national account
managers  for material handlers. Each regional sales manager is also responsible
for  developing  new  distributors  within  his  region.

                                      -12-
<PAGE>
     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 provides parts and service support for its products through the
field  product support organization consisting of eight product support district
managers  located  throughout  the United States.  The primary responsibility of
the  district  managers  is to provide service training and technical support to
the  distribution  network.  Additionally, they are responsible for after-market
parts  sales  and act as liaisons among customers, distributors, and the Company
on  all product support related matters.  This group is supported by an internal
product support team that provides service training, technical publications, and
parts  marketing  initiatives.

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.

     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 improving quality.
The Company invested $4.2 million in 1995, $2.2 million in 1996, $5.3 million in
1997,  and  $13.3  million  in  1998.  During  1999  the Company plans to invest
approximately  $10.5  million  for  additional  capital  improvements under this
program.  Thus  far, capital improvements have included robotic welding systems,
laser  cutting  machines, paint systems and direct computer-controlled equipment
designed  for  cellular production. Planned expenditures will include additional
robotic  welding  systems,  laser  cutting machines, and an additional machining
center.   Management  believes that these strategies have enabled the Company to
increase  substantially  its  profitability  in  recent  years.

     In  addition,  during 1998 the Board of Directors approved in principle the
Capacity  Expansion Program which is intended to increase manufacturing capacity
in  excess  of  50%  over  the next three to five years.  The Capacity Expansion
Program  will  require  a $30 to $50 million investment over this time frame. As
part  of the Capacity Expansion Program, in October 1998 the Company purchased a
330,000  sq. ft. facility at Orrville, Ohio to manufacture material handlers and
relieve  overcrowding  at  the  New  Philadelphia  plant.  The  Company  expects
operations  to  begin at the Orrville facility in April 1999. The acquisition of
the  Orrville  facility and the purchase of robot welders, machining centers and
lasers  which  total  approximately  $8.3  million  are  the investments in this
program  through December 31, 1998. The Company may alter or revise the Capacity
Expansion  Program  based  upon  changes  in  market  demand  and/or  economic
conditions. See "Management's Discussion and Analysis of Financial Condition and
Results  of Operations - Liquidity and Capital Resources". 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.

                                      -13-
<PAGE>
     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 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 1994 to 1998, the Company increased its unit production by 157% with only a
31%  increase in its workforce.  The Company's total cost of quality (defined as
warranty, rework and scrap expenses) declined from 2.2% in 1994 to 1.2% of sales
in  1998.

                                      -14-
<PAGE>
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 1998, approximately 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 97% of the total market for excavators
and  wheeled  excavators  have  accounted  for  3%.  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, 12-14 tons, 19-21 tons
and  24-28 tons, which in 1998 accounted for approximately 8%, 18% and 8% of the
total  excavator  market,  respectively, for a total of approximately 34% of the
total  excavator  market.  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  not  currently  manufactured by the Company.  Based upon industry
data,  the  Company  estimates  that  its  market share of the crawler excavator
market  that  it  competes  in  is  approximately  1%.

                                      -15-
<PAGE>
     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  40%  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 92% of the total market for material handlers.  Based
on  industry  data,  the Company estimates that its market share of all material
handlers  in  which  it  competes is approximately 16%.  Other than Gradall, the
principal  producers  of variable reach material handlers are Caterpillar, Inc.,
Gehl,  JCB  International  Co.,  Ltd.,  and  Omniquip  International

BACKLOG

     As  of  December  31,  1998,  the  Company's  backlog  of orders aggregated
approximately  $13.6 million compared to approximately $11.3 million at December
31,  1997 and approximately $14.8 million at December 31, 1996.  The increase in
backlog  of  orders at December 31, 1998 was due primarily to orders for the new
excavator  model XL2300 which were not in the prior year backlog.  Substantially
all  backlog orders at December 31, 1998 are expected to be shipped by April 30,
1999.

EMPLOYEES

     As  of  December  31, 1998, Gradall employed 711 people, 469 hourly and 242
salaried.  The  Company's  469  hourly  employees  are  represented  by  the
International  Association  of  Machinists  and  Aerospace Workers (IAM) and are
currently  working  under  a  three-year contract which will expire on April 16,
2000.  The  Company's  current  contract  with  the  IAM  was  approved  after a
three-week  work  stoppage  which  occurred  when  the  union failed to ratify a
proposed  new  three-year  contract.  During  the  three-week  work stoppage the
Company  was  able  to  continue  production and shipment, although at a reduced
level.  There  can  be  no  assurance that the Company will be able to negotiate
satisfactory  contracts with the union in the future or that the Company's union
employees  will not participate in any work stoppage which could have a material
adverse  effect  on  the  operations  of  the  Company.

SEASONAL  TRENDS

     Generally,  the  Company's  sales  are  not subject to significant seasonal
variations; however, its sales and earnings tend to be somewhat lower in January
and  February  due  to  adverse  weather  conditions  in  the Northern climates.

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.

                                      -16-
<PAGE>
Item  2.  PROPERTIES

     The  Company  currently operates from a single facility, which it owns. The
facility  is  located in New Philadelphia, Ohio and contains 429,320 square feet
on  a  66  acre  site  and  accommodates  the  Company's  corporate  offices,
manufacturing  operations and warehouse.  In October 1998 the Company acquired a
second  facility located in Orrville, Ohio which contains 330,000 square feet on
a 59 acre site. This facility will accommodate offices, manufacturing operations
and warehouse.  The Company expects operations to begin at the Orrville facility
in  April  1999.

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 $11 million subject to a self-insurance retention
in  the  amount  of  $175,000  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, or multiple successful
claims  against  the  Company  within the self insurance retention amount, could
have  a  material  adverse  effect  on  the  financial  results  of the Company.

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 26, 1999 were as follows:

<TABLE>
<CAPTION>
        Name        Age                        Position
------------------  ---  -----------------------------------------------------
<S>                 <C>  <C>
 Barry L. Phillips   57  President - CEO

 David S. Williams   58  Vice President , Marketing and Sales

 Joseph H. Keller    52  Vice President, Engineering and Secretary

 James C. Cahill     46  Vice President, Manufacturing

 Bruce A. Jonker     56  Vice President, Chief Financial Officer and Treasurer
</TABLE>

                                      -17-
<PAGE>
     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.

                                      -18-
<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".

     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:

<TABLE>
<CAPTION>
                           Sale Price
                       -----------------
                        High      Low
                       -------  --------
<S>                    <C>      <C>
1997
---------------------                   
First Quarter          $16 1/4  $     12
Second Quarter          16 1/4        12
Third Quarter           17 3/8    14 3/4
Fourth Quarter          16 7/8        15

1998
---------------------                   
First Quarter           18 3/8    15 3/8
Second Quarter          17 7/8   13 1/16
Third Quarter           16 7/8    12 5/8
Fourth Quarter              16   13 3/32

1999
---------------------                   
First Quarter through
February 26, 1999           15    12 1/4
</TABLE>

RECORD  HOLDERS

     The approximate number of record holders of the Company's equity securities
at  February  26,  1999  was  as  follows:

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

          Common  Stock                                135

                                      -19-
<PAGE>
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.

Item  6.  SELECTED  CONSOLIDATED  FINANCIAL  DATA

     The  information  required by this item is incorporated by reference to the
"Selected  Consolidated  Financial  Data"  on pages 16 and 17 of the 1998 Annual
Report  to  Shareholders.

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

     The  information  required  by  this  item  is incorporated by reference to
"Management's  Discussion  and  Analysis  of  Financial Condition and Results of
Operations"  on  pages  36 through 45 of the 1998 Annual Report to Shareholders.

     This report including the Management's Discussion and Analysis of Financial
Condition  and Results of Operations, incorporated by reference herein, contains
various  "forward  looking  statements" within the meaning of Section 27A of the
Securities  Act  of 1933, as amended, and Section 21E of the Securities Exchange
Act of 1934, as amended. The Company's Annual Report to Shareholders, any Report
on  Form  10-K, Form 10-Q, Form 8-K or any other written or oral statements made
by  or  on behalf of the Company may include forward looking statements. Forward
looking  statements  represent  the Company's expectations or beliefs concerning
future  events.  Any  forward  looking  statements  made  by or on behalf of the
Company  are  subject to uncertainties and other factors that could cause actual
results  to  differ  materially  from  such  statements.

     Undue  reliance should not be placed on any forward looking statements made
by  or  on  behalf  of  the Company as such statements speak only as of the date
made.  The  Company  undertakes  no  obligation to publicly update or revise any
forward  looking  statement,  whether  as  a  result  of  new  information,  the
occurrence  of  future  events  or  otherwise.

                                      -20-
<PAGE>
Item  7A.  QUANTITATIVE  AND  QUALITATIVE  DISCLOSURES  ABOUT  MARKET  RISK

     The Company does not have any market risk sensitive instruments at December
31,  1998.


Item  8.  FINANCIAL  STATEMENTS  AND  SUPPLEMENTARY  DATA

     The information required by this item is incorporated by reference to pages
18  through  35  of  the  1998  Annual  Report  to  Shareholders.



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

     Not  applicable.

                                      -21-
<PAGE>
                                    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
1999  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 1999 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  1999  Annual  Meeting  of  Stockholders.


Item  13.  CERTAIN  RELATIONSHIPS  AND  RELATED  TRANSACTIONS

     Information  with respect to certain relationships and related transactions
is  incorporated  by  reference to the Company's proxy statement to be filed for
its  1999  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  following  consolidated  financial statements of the Company
and  its  subsidiaries and the Report of the Independent Accountants included in
the  1998  Annual Report to Shareholders on pages 18 through 35 are incorporated
by  reference  in  Part  II,  Item  8.

               Report  of  Independent  Accountants
               Consolidated  Balance Sheets - December 31, 1998 and December 31,
               1997
               Consolidated  Statements  of  Income  for  the  three years ended
               December  31,  1998
               Consolidated  Statements  of  Changes in Shareholders' Equity for
               the  three  years
               ended  December  31,  1998
               Consolidated  Statements  of Cash Flows for the three years ended
               December  31,  1998
               Notes  to  Consolidated Financial Statements (including unaudited
               quarterly  financial information)

                                      -22-
<PAGE>
          2.     Financial  Statement  Schedules

               The  following  financial  statement schedules of the Company and
its  subsidiaries  and  the  report of independent auditors thereon are filed as
part  of  this Annual Report on Form 10-K and should be read in conjunction with
the  consolidated  financial  statements  of  the  Company  and its subsidiaries
included  in  the  1998  Annual  Report  to  Shareholders.

                    Schedule                               Page No.
                    --------                               --------

     Independent Auditors Report                              26
     Schedule II - Valuation and Qualifying Accounts          27

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

          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.

                                      -23-
<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  26,  1999                              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 26, 1999
                                                                       --------------


/s/ Bruce A. Jonker          Vice President, Chief Financial Officer
---------------------------
Bruce A. Jonker              and Treasurer (Principal Financial
                             Officer and Principal Accounting
                             Officer)                                  March 26, 1999
                                                                       --------------


/s/ Sangwoo Ahn              Chairman of the Board and Director
---------------------------                                                          
Sangwoo Ahn                                                            March 26, 1999
                                                                       --------------


/s/ Ernest Green             Director
---------------------------                                                          
Ernest Green                                                           March 26, 1999
                                                                       --------------


/s/ Perry J. Lewis           Director
---------------------------                                                          
Perry J. Lewis                                                         March 26, 1999
                                                                       --------------

                                      -24-
<PAGE>
/s/ John A. Morgan           Director
---------------------------                                                          
John A. Morgan                                                         March 26, 1999
                                                                       --------------


/s/ William C. Ughetta, Jr.  Director
---------------------------                                                          
William C. Ughetta, Jr.                                                March 26, 1999
                                                                       --------------


/s/ David S. Williams        Director
---------------------------                                                          
David S. Williams                                                      March 26, 1999
                                                                       --------------


/s/ Jack Rutherford          Director
---------------------------                                                          
Jack Rutherford                                                        March 26, 1999
                                                                       --------------
</TABLE>

                                      -25-
<PAGE>
                        REPORT OF INDEPENDENT ACCOUNTANTS
                        ---------------------------------


To  the  Board  of  Directors  and  Stockholders  of  Gradall  Industries, Inc.:

     Our  report on the consolidated financial statements of Gradall Industries,
Inc., has been incorporated by reference in this Annual Report on Form 10-K from
page 35 of the 1998 Annual Report to Stockholders of Gradall Industries, Inc. In
connection  with  our  audits of such financial statements, we have also audited
the  related financial statement schedule listed in the index on page 23 of this
Form  10-K  Annual  Report.

     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/ PricewaterhouseCoopers  LLP
                    PricewaterhouseCoopers  LLP




Cleveland,  Ohio
February  23,  1999

                                      -26-
<PAGE>
<TABLE>
<CAPTION>
                              GRADALL INDUSTRIES, INC. AND SUBSIDIARIES
                           SCHEDULE II - VALUATION AND QUALIFYING ACCOUNTS
                       FOR THE YEARS ENDED  DECEMBER 31, 1998,  1997 AND 1996
                                       (DOLLARS IN THOUSANDS)

                                                          Additions
                                                     ----------------------
                                       Balance at   Charged to    Charged                Balance at
                                        Beginning    Costs and   to Other                  End of
 Description                            of Period    Expenses    Accounts   Deductions     Period
-------------------------------------  -----------  -----------  ---------  -----------  -----------
<S>                                    <C>          <C>          <C>        <C>          <C>
LIFO inventory reserve:
 Year ended December 31, 1996 . . . .  $     5,161  $       269                          $     5,430
 Year ended December 31, 1997 . . . .        5,430          140                                5,570
 Year ended December 31, 1998 . . . .        5,570          518                                6,088

Allowance for doubtful accounts:

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

 Year ended December 31, 1997 . . . .           76            3     4  (a)      11  (b)
                                                                                16  (c)           56

 Year ended December 31, 1998 . . . .           56           91    42  (a)      96  (b)
                                                                                24  (c)           69

Allowance for inventory obsolescence:
 Year ended December 31, 1996 . . . .          856          751                735  (d)          872
 Year ended December 31, 1997 . . . .          872          347                407  (d)          812
 Year ended December 31, 1998 . . . .          812          154                279  (d)          687
<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>

                                      -27-
<PAGE>
<TABLE>
<CAPTION>
                                    EXHIBIT INDEX

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

        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)

        4.01  Rights Agreement dated as of May 29, 1998 between the Company
              and Chase Mellon Shareholder Services, LLC, as Rights Agent -
              incorporated by reference to Exhibit 1 of the Company's
              Registration Statement on Form 8-A dated June 4, 1998

       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
              January 1, 1998 between The Gradall Company and Barry L. Phillips -
              incorporated by reference to Exhibit 10.04 of the Company's
              Annual Report on Form 10-K for the fiscal year ended
              December 31, 1997

                                      -28-
<PAGE>
 **    10.05  Amended and Restated Employment Agreement dated
              January 1, 1998 between The Gradall Company and David S. Williams -
              incorporated by reference to Exhibit 10.05 of the Company's
              Annual Report on Form 10-K for the fiscal year ended
              December 31, 1997

 **    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)

 **    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  Amended and Restated Employment Agreement dated as of
              January 1, 1998 between The Gradall Company and Bruce A.
              Jonker

 **    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)

                                      -29-
<PAGE>
 **    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) - incorporated by
              reference to Exhibit 10.15 in the Company's annual report on
              Form 10-K filed for the year ended December 31, 1996

       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)

 **    10.17  Gradall Industries, Inc., 1998 Stock Option Plan incorporated by
              reference to Exhibit 10.17 of the Company's Annual Report on
              Form 10-K filed for the year ended December 31, 1997

  *    13.01  Annual Report to Shareholders for the year ended December 31, 1997
              (only to the extent expressly incorporated herein by
              reference)

       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)

  *    23.01  Consent of PricewaterhouseCoopers LLP regarding S-8
              registrations

  *    27.01  Financial Data Schedule
<FN>
_______________
*     Filed  herewith
**     Management  contract  or compensatory plan or arrangement identified pursuant
to  Item  14(c)     of  this  Form  10-K.
</TABLE>

                                      -30-
<PAGE>