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,  1997
                                            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           (I.R.S. Employer
       of 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.________

     The  aggregate  market  value of the voting stock held by non-affiliates of
the  registrant  as  of  February  27,  1998  was  $82,856,725.
     The  number  of  shares outstanding of registrant's common stock, par value
 .001  per  share,  as  of  February  27,  1998  was  8,940,194.

                       DOCUMENTS INCORPORATED BY REFERENCE

     Portions  of  the registrant's Annual Report to Shareholders for the fiscal
year ended December 31, 1997, 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  1998 Annual Meeting of Shareholders are
incorporated  by  reference  into  Part  III  of  this  Form  10-K.

     The  Exhibit  index  appears  on  sequential  page  29.

<PAGE>


                                     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 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 82.5% of the previously outstanding common stock and the issuance
of  10%  of  stock  to  certain  officers and key employees 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 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  1997,  total sales were $158.7  million, comprised of $57.4 million in sales
of  excavators, $84.0 million in sales of material handlers and $17.3 million in
sales  of  service parts.  Since January 1993, the Company has introduced 14 new
products  which  accounted  for in excess of 60% of Gradall's net sales in 1997.

     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  48  independent  distributors  at  approximately  152  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
44  independent  distributors  at  approximately  127 locations throughout North
America.    In  addition,  Gradall  material  handlers are available at national
rental  companies at over 250 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.

     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, $2.2 million in 1996, and $5.3 million in 1997. During 1998 the Company
plans  to  invest approximately $6.5 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.

<PAGE>

THE  INDUSTRY

     Gradall  competes  principally  in the construction equipment industry.  In
1996,  the  latest year for which U.S. industry figures have been published, new
orders  for  construction,  mining  and material handling equipment exceeded $41
billion.   In 1997, total construction spending is estimated to be $577 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 over
18,000  units  in  1997.   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  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, 12-14 tons, 19-21 tons and 24-28 tons,
which  in  1997 accounted for approximately 9%, 22% and 10% of the total crawler
excavator market, respectively, for a total of approximately 41%.  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.  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 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 8,500 units in 1997.  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 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  is  between  15%  and  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 14 new products, and its sales increased
from  $72.2  million  in  1993  to  $158.7  million in 1997 and operating income
increased  from  $1.8  million  in  1993  to  $20.6  million  in  1997.  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
newest  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. In July, 1997,
Gradall  introduced  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 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 strengthened its competitive position in several size classes
of  the  conventional  crawler excavator market which in the aggregate currently
represent  approximately  41%  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,  $2.2  million  in  1996  and  $5.3 million in 1997.  During 1998, the
Company  plans  to  invest  approximately  $6.5  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 1.5% in 1997.  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 increased marketing and sales
support  through  additional  regional sales managers, and provide technical and
service  support  through  additional  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 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. In 1997 the Company invested
significant  resources  toward  the development of CD ROM operators, service and
parts  manuals  which  will  be  available to all dealers in 1998. Service parts
sales  and  marketing  activities are supported by three regional parts managers
who  are  dispersed  geographically  throughout  the  U.S.

     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.  The  registration  audit  for this certification is scheduled for the
fourth  quarter  1998.

     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.

<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 1993, the Company has
introduced  14  new products which accounted for more than 60% of total sales in
1997.

<TABLE>
<CAPTION>
                           REVENUE BY PRODUCT CATEGORY

                                                  YEAR ENDED DECEMBER 31,
                                                 -------------------------    
<S>                      <C>                        <C>    <C>     <C>     <C>
                                           1993(1)   1994    1995    1996    1997
                         -------------------------  -----  ------  ------  ------
  (DOLLARS IN MILLIONS)
Excavators. . . . . . .  $                   40.2   $45.2  $ 49.2  $ 55.1  $ 57.4
Material handlers . . .                      21.4    30.7    53.6    70.4    84.0
Service parts . . . . .                      10.7    12.9    15.6    15.4    17.3
                         -------------------------  -----  ------  ------  ------
Total . . . . . . . . .  $                   72.2   $88.8  $118.4  $140.9  $158.7
                         =========================  =====  ======  ======  ======
</TABLE>
______________
(1)  The  sum  in this column may not equal the indicated total due to rounding.

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 41%
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.  Shipments of the new crawler model XL2200 commenced in May 1997,
and  it competes in the 12-14 ton class which represents approximately 9% of the
total  crawler  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
plans  to  introduce  a  rough-terrain  wheeled  version  of  the XL2000 series.

XL4000  Series.  This  model  competes  in  the 19-21 ton class which represents
approximately  22%  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.

     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.

          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. 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 48% 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 a
maximum  lift height of 36'. This model has been very well accepted by mason and
roofing  contractors  and  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 30% 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 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.

<PAGE>

     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.

     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.

     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  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. In 1997 the Company invested significant resources
to  the development of CD ROM operators, service and parts manuals which will be
available  to  all  dealers  in  1998.

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 30% 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 48 independent
distributors  at  approximately  152  locations  in North America. The Company's
material  handler  distribution  network  is  composed  of  approximately  44
independent  distributors  at approxi-mately 127 locations. In addition, Gradall
material  handlers  are  available  at  national  rental  companies  at over 250
locations.  No  distributor or rental company accounted for more that 10% of the
Company's  sales  in  1997.

     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  seven  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.

     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,   $2.2 million in 1996 and $5.3
million  in  1997.  During  1998, the Company plans to invest approximately $6.5
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, and an additional
machining  center.  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.

<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. The plan is a Gradall productivity sharing
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 1997, the Company increased its unit production by 169.1% with only
a 33.5% 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 1.5% of
sales  in  1997.

<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 1997, approximately 30% 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, 12-14 tons, 19-21 tons
and 24-28 tons, which in 1997 accounted for approximately 9%, 22% and 10% of the
total  crawler  excavator market, respectively, for a total of approximately 41%
of  the  total  crawler  market. Based upon industry data, the Company estimates
that  its  market  share  of the crawler excavator market that it competes in is
approximately 1%. 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 92% of the total market for material handlers.  Based
on  industry  data,  the Company estimates that its market share of all material
handlers is between 15% and 17%.  Other than Gradall, the principal producers of
variable reach material handlers are JCB International Co., Ltd., Gehl, Omniquip
International  and  Caterpillar,  Inc.

BACKLOG

     As  of  December  31,  1997,  the  Company's  backlog  of orders aggregated
approximately  $11.3 million compared to approximately $14.8 million at December
31,  1996 and approximately $17.9 million at December 31, 1995.  The decrease in
backlog  of orders at December 31, 1997 was due primarily to the increase in the
Company's  production  schedules  and  higher  fourth  quarter  shipments.
Substantially all backlog orders at December 31, 1997 are expected to be shipped
by  April  30,  1998.

PATENTS  AND  TRADEMARKS

     The  Company  owns a number of patents and trademarks. Although the Company
does  not believe that the expiration or loss of any one patent would materially
affect  its  business considered as a whole, it does consider certain of them to
be  important to the conduct of its business in certain product lines. "Gradall"
is  a  registered  trademark  which  the Company considers material to sales and
earnings  results.

<PAGE>

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>
<S>                            <C>

SUPPLIER . . . . . . . . .     COMPONENTS
--------------------------     --------------------

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>


     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, 1997, Gradall employed 681 people, 455 hourly and 226
salaried.    The  Company's  455  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 an 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.

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 $11 million subject to a self-insurance retention
in  the  amount  of  $200,000  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.

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

     Not  applicable.

<PAGE>

EXECUTIVE  OFFICERS  OF  THE  REGISTRANT

     Executive  officers of the Company as of February 27, 1998 were as follows:

<TABLE>
<CAPTION>
Name                Age                        Position
------------------  ---   -----------------------------------------------------
<S>                 <C>   <C>
 Barry L. Phillips   56   President - CEO

 David S. Williams   57   Vice President , Marketing and Sales

 Joseph H. Keller.   51   Vice President, Engineering and Secretary

 James C. Cahill .   45   Vice President, Manufacturing

 Bruce A. Jonker .   55   Vice President, Chief Financial Officer and Treasurer
</TABLE>


     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:

<TABLE>
<CAPTION>
                             Sale Price
                             -----------    

1996                       High        Low
----------------------  -----------  -------
<S>                     <C>          <C>
Third Quarter(1) . . .  $    11 7/8  $    10
Fourth Quarter . . . .       13 5/8   10 3/4

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 through.       18 7/8   15 1/4
February 27, 1998
<FN>
(1)  Trading  commenced  on August 28,  1996
</TABLE>

RECORD  HOLDERS

     The approximate number of record holders of the Company's equity securities
at  February  27,  1998  was  as  follows:

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

          Common  Stock                                                      129

<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.  The Company's existing credit facility restricts the
payment  of  dividends.

Item  6.    SELECTED  CONSOLIDATED  FINANCIAL  DATA

     The  information  required by this item is incorporated by reference to the
"Selected  Consolidated  Financial  Data"  on pages 12 and 13 of the 1997 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  33 through 40 of the 1997 Annual Report to Shareholders.

     This  report  and  the  foregoing  Management's  Discussion and Analysis of
Financial  Condition  and Results of Operations contain 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.

<PAGE>

Item  7A.    QUANTITATIVE  AND  QUALITATIVE  DISCLOSURES  ABOUT  MARKET  RISK

     This  item  is not applicable for the fiscal year ending December 31, 1997,
as  the  Company's  total  market  capitalization  is  less  than  $2.5 billion.

Item  8.    FINANCIAL  STATEMENTS  AND  SUPPLEMENTARY  DATA

     The information required by this item is incorporated by reference to pages
14  through  32  of  the  1997  Annual  Report  to  Shareholders.

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

     Not  applicable.

<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
1998  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 1998 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  1998  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  1998  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  1997  Annual Report to Shareholders on pages 14 through 32 are incorporated
by  reference  in  Part  II,  Item  8.

               Report  of  Independent  Accountants
               Consolidated  Balance Sheets - December 31, 1997 and December 31,
               1996
               Consolidated  Statements  of  Income  for  the  three years ended
               December  31,  1997
               Consolidated  Statements  of  Changes in Shareholders' Equity for
               the  three  years                         ended December 31, 1997
               Consolidated  Statements  of Cash Flows for the three years ended
               December  31,                                                1997
               Notes  to  Consolidated Financial Statements (including unaudited
               quarterly  financial                                 information)

          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  1997  Annual  Report  to  Shareholders.

<TABLE>
<CAPTION>

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

<S>                                              <C>
Independent Auditors Report . . . . . . . . . .        27
Schedule II - Valuation and Qualifying Accounts        28
</TABLE>


               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.

<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  25,  1998                                        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 25, 1998
                                                                       --------------

/s/ Bruce A. Jonker . . . .  Vice President, Chief Financial Officer
---------------------------                                                          
Bruce A. Jonker . . . . . .  and Treasurer (Principal Financial
                             Officer and Principal Accounting
                             Officer)                                  March 25, 1998
                                                                       --------------

/s/ Sangwoo Ahn . . . . . .  Chairman of the Board and Director
---------------------------                                                          
Sangwoo Ahn                                                            March 25, 1998
                                                                       --------------

/s/ Ernest Green. . . . . .  Director
---------------------------                                                          
Ernest Green                                                           March 25, 1998
                                                                       --------------

/s/ Perry J. Lewis. . . . .  Director
---------------------------                                                          
Perry J. Lewis                                                         March 25, 1998
                                                                       --------------

<PAGE>

/s/ John A. Morgan. . . . .  Director
---------------------------                                                          
John A. Morgan                                                         March 25, 1998
                                                                       --------------

/s/ William C. Ughetta, Jr.  Director
---------------------------                                                          
William C. Ughetta, Jr.                                                March 25, 1998
                                                                       --------------

/s/ David S. Williams . . .  Director
---------------------------                                                          
David S. Williams                                                      March 25, 1998
                                                                       --------------

/s/ Jack Rutherford . . . .  Director
---------------------------                                                          
Jack Rutherford                                                        March 25, 1998
                                                                       --------------
</TABLE>

<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 32 of the 1997 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 24 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/ COOPERS & LYBRAND L.L.P.
                                                   ----------------------------
                                                   COOPERS  &  LYBRAND  L.L.P.

Cleveland,  Ohio
February  23,  1998

<PAGE>

<TABLE>
<CAPTION>

                             GRADALL INDUSTRIES, INC. AND SUBSIDIARIES
                          SCHEDULE II - VALUATION AND QUALIFYING ACCOUNTS
                       FOR THE YEARS ENDED  DECEMBER 31, 1997,  1996 AND 1995
                                       (DOLLARS IN THOUSANDS)

                                                           Additions
                                                      ---------------------                     
     Description                        Balance at    Charged to    Charged     Balance at
-------------------------------------                                                           
                                        Beginning     Costs and     to Other      End of
                                        of Period      Expenses     Accounts    Deductions   Period
                                       ------------  ------------  ----------  ------------  ------
<S>                                    <C>           <C>           <C>         <C>           <C>
LIFO inventory reserve:
 Year ended December 31, 1995 . . . .  $      5,205  $       (44)  $    5,161
 Year ended December 31, 1996 . . . .         5,161          269        5,430
 Year ended December 31, 1997 . . . .         5,430          140        5,570

Allowance for doubtful accounts:

 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 

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

Allowance for inventory obsolescence:
 Year ended December 31, 1995 . . . .           958          527     629  (d)                   856
 Year ended December 31, 1996 . . . .           856          751     735  (d)                   872
 Year ended December 31, 1997 . . . .           872          347     407  (d)                   812
<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>

<TABLE>
<CAPTION>

                                           EXHIBIT INDEX

        Exhibit                                                                     Sequential
          No                                Description                               Page No.
     ------------                           -----------                             ----------
<S>     <C>      <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 January 1,
                 1998 between The Gradall Company and Barry L. Phillips*

** . .    10.05  Amended and Restated Employment Agreement dated January 1,
                 1998 between The Gradall Company and David S. Williams*

** . .    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  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)


** . .    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)

<PAGE>

          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*

          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 Coopers & Lybrand L.L.P. regarding S-8 registration*

          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>