================================================================================

                                 UNITED STATES
                       SECURITIES AND EXCHANGE COMMISSION
                              Washington, DC 20549
                                 --------------

                                   FORM 10-K
(Mark One)

[X]  Annual Report Pursuant to Section 13 or 15 (d) of the Securities Exchange
     Act of 1934

                    For the fiscal year ended July 31, 1998

[ ]  Transition Report Pursuant to Section 13 or 15 (d) of the Securities
     Exchange Act of 1934

            For the transition period from ___________ to ___________

                         Commission file number: 0-8454

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


         PENNSYLVANIA                                           25-1199382
(State or other jurisdiction of                              (I.R.S. Employer
incorporation or organization)                               Identification No.)

                   1 JLG Drive, McConnellsburg, PA      17233-9533
               (Address of principal executive offices) (Zip Code)

              Registrant's telephone number, including area code:
                                 (7l7) 485-5161

                                 --------------

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

        (Title of class)             (Name of exchange on which registered)
        ----------------             --------------------------------------
Capital Stock ($.20 par value)                New York Stock Exchange

                                 --------------

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

                                      None

                                 --------------

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]

At September  11, 1998,  there were  44,095,560  shares of capital  stock of the
Registrant outstanding,  and the aggregate market value of the voting stock held
by nonaffiliates of the Registrant at that date was $642,691,778.

                      Documents Incorporated by Reference

Portions of the Proxy Statement for the 1998 Annual Meeting of Shareholders are
incorporated by reference into Part III.

================================================================================

<PAGE>

                                       TABLE OF CONTENTS
<TABLE>
<CAPTION>
Item
                                            PART I
<S>                                                                                         <C>
1.  Business ............................................................................    1
      Products ..........................................................................    1
      Marketing and Distribution ........................................................    1
      Customer Service and Support ......................................................    1
      Product Development ...............................................................    2
      Competition .......................................................................    2
      Material and Supply Arrangements ..................................................    2
      Product Liability .................................................................    2
      Employees .........................................................................    3
      Foreign Operations ................................................................    3
      Executive Officers of the Registrant ..............................................    3
2.  Properties ..........................................................................    3
3.  Legal Proceedings ...................................................................    3
4.  Submission of Matters to a Vote of Security Holders .................................    3

                                            PART II

5.  Market for the Registrant's Common Equity and Related Stockholder Matters ...........    3
6.  Selected Financial Data .............................................................    4
7.  Management's Discussion and Analysis of Financial Condition and Results of Operations    6
8.  Financial Statements and Supplementary Data .........................................    8
      Consolidated Balance Sheets .......................................................    8
      Consolidated Statements of Income .................................................    9
      Consolidated Statements of Shareholders' Equity ...................................    9
      Consolidated Statements of Cash Flows .............................................   10
      Notes to Consolidated Financial Statements ........................................   11
      Report of Ernst & Young LLP, Independent Auditors .................................   16
9.  Changes in and Disagreements with Accountants
      on Accounting and Financial Disclosure ............................................   16

                                           PART III

10. Directors and Executive Officers of the Registrant ..................................   17
11. Executive Compensation ..............................................................   17
12. Security Ownership of Certain Beneficial Owners and Management ......................   17
13. Certain Relationships and Related Transactions ......................................   17

                                            PART IV

14. Exhibits, Financial Statement Schedules and
      Reports on Form 8-K ...............................................................   17
        Financial Statement Schedules ...................................................   17
        Exhibits ........................................................................   17
Signatures ..............................................................................   19
</TABLE>

<PAGE>


                                     PART I

ITEM 1.  BUSINESS

The Company is the world's leading  manufacturer,  distributor and international
marketer of aerial work  platforms  used  primarily in  industrial,  commercial,
institutional  and  construction  applications.  Sales are made  principally  to
independent  equipment  rental  companies  that rent the Company's  products and
provide service support to equipment  users.  Equipment  purchases by end-users,
either   directly  from  the  Company  or  through   distributors,   comprise  a
significant,  but smaller portion of sales. The Company also generates  revenues
from sales of used equipment and from equipment rentals and services provided by
its JLG Equipment Services operations.

Products

Aerial work platforms are designed to permit workers to position  themselves and
their  tools and  materials  easily  and  quickly  in  elevated  work areas that
otherwise might have to be reached by the erection of scaffolding, by the use of
ladders,  or through  other  devices.  Aerial  work  platforms  consist of boom,
scissor and vertical mast lifts.  These work platforms are mounted either at the
end of telescoping and/or  articulating booms or on top of scissor-type or other
vertical lifting mechanisms,  which, in turn, are mounted on mobile,  four-wheel
chassis.  The Company offers aerial work platforms powered by electric motors or
gasoline, diesel, or propane engines. All of the Company's aerial work platforms
are designed for stable operation in elevated positions.

Boom lifts are especially  useful for reaching over machinery and equipment that
is  mounted on floors  and for  reaching  other  elevated  positions  not easily
approached by other vertical  lifting  devices.  The Company  produces boom lift
models of various sizes with platform heights of up to 150 feet. The boom may be
rotated up to 360 degrees in either  direction,  raised or lowered from vertical
to below horizontal, and extended while the work platform remains horizontal and
stable.  These machines can be maneuvered forward or backward and steered in any
direction  by the  operator  from  the work  platform,  even  while  the boom is
extended.  Boom-type models have  standard-sized  work platforms,  which vary in
size up to 3 by 8 feet,  and the rated lift  capacities  range from 500 to 1,000
pounds.  The distributor net price of the Company's  standard models at July 31,
1998, ranged from approximately $19,300 to $325,000.

Scissor lifts are designed to provide larger work areas,  and generally to allow
for heavier  loads than boom lifts.  Scissor lifts may be maneuvered in a manner
similar to boom lifts, but the platforms may be extended only vertically, except
for an available option that extends the deck horizontally up to 6 feet. Scissor
lifts are available in various models, with maximum platform heights of up to 50
feet and various  platform sizes up to 6 by 14 feet.  The rated lift  capacities
range  from 500 to 2,500  pounds.  The  distributor  net price of the  Company's
standard models at July 31, 1998, ranged from approximately $9,500 to $50,800.

Self-propelled and push-around vertical mast lifts consist of a work platform
attached to an aluminum mast that extends vertically, which, in turn, is mounted
on either a push-around or self-propelled base. Available in various models,
these machines in their retracted position can fit through standard door
openings, yet reach platform heights of up to 41 feet when fully extended. The
rated lift capacity is 350 pounds. The distributor net price of the Company's
standard models at July 31, 1998, ranged from approximately $3,300 to $8,000.

Marketing and Distribution

The Company's products are marketed  internationally  through independent rental
companies  and a  network  of  independent  distributors  who  rent and sell the
Company's  products and provide service  support.  North American  customers are
located  in all  fifty  states in the U.S.,  as well as in  Canada  and  Mexico.
International   customers  are  located  in  Europe,  the  Asia/Pacific  region,
Australia,  Japan and South America,  including a  joint-venture  arrangement in
Brazil.

The Company has been  certified  as meeting  ISO-9001  and 9002  standards.  The
Company  believes that  certification  is valuable because a number of customers
require certification as a condition to doing business.

Customer Service and Support

The  Company's  customer  service and support  operations  focus on  after-sales
service and support  activities,  including  replacement parts sales,  equipment
rentals, used equipment sales,  reconditioning used equipment and training.  The
service  and  support  business  is a  significant  factor in  overall  customer
satisfaction and a strong contributor to the equipment  purchase  decision.



                                       1
<PAGE>

The  Company  distributes  replacement  parts to  customers  through a system of
several parts depots and supplier direct shipment  programs.  These parts depots
provide the Company's  customers with immediate access to substantially  all the
parts required to support the Company's  equipment.  Sales of replacement  parts
have historically been less cyclical and typically  generate higher margins than
sales of new equipment.

The Company  maintains a national  rental  fleet of aerial work  platforms.  The
purpose of this fleet is to assist the Company's  customers in servicing  large,
one-time projects and in meeting periods of unanticipated  rental demand, and to
make available more  equipment to customers  with growing  markets,  but limited
financial resources.  This business also repairs and reconditions  equipment for
its own use or for sale to its  customers.  This operation has been certified as
meeting ISO 9002 standards relating to customer service quality.

The Company  supports the sales,  service,  and rental programs of its customers
with product advertising,  cooperative  promotional  programs,  major trade show
participation,  and training programs covering service, products and safety. The
Company  supplements  domestic  sales and service  support to its  international
customers through its overseas facilities in the United Kingdom and Australia.

To  facilitate  the  sale of its  products,  the  Company  provides  an array of
financing and leasing  services to its  customers and end-users  through its JLG
Financial  Services  business.  These programs are diverse and provide customers
with various  financing  options and are funded through a third party  financial
institution generally without recourse to the Company.

Product Development

The Company invests  significantly in product  development and  diversification,
including improvement of existing products and modification of existing products
for special applications.  Product development  expenditures totaled $9,579,000,
$7,280,000  and   $6,925,000   for  the  fiscal  years  1998,   1997  and  1996,
respectively.  New and  redesigned  products  introduced  in the past two  years
accounted for approximately 32% of fiscal 1998 sales.

The Company has various registered trademarks and patents relating to its
products and business. While the Company considers them to be beneficial in the
operation of its business, the Company is not dependent on any single patent or
trademark or group of patents or trademarks.

Competition

The Company competes  principally with nine aerial work platform  manufacturers.
The Company believes that its product  quality,  customer  service,  experienced
distribution  network,  national  rental fleet and  reputation for leadership in
product improvement and development provide significant  competitive advantages.
The Company offers the widest breadth of products as well as the widest array of
product  capabilities  and functions in the aerial work platform  industry.  The
Company believes this provides a competitive  advantage in the marketplace.  The
Company  believes it commands the largest  share of the market for boom lift and
scissor lift products and is one of the three largest producers of vertical mast
lifts.

The Company's products also compete with more traditional means of accomplishing
the tasks performed by aerial work platforms,  such as ladders,  scaffolding and
other  devices.  The Company  believes  that its aerial work  platforms  in many
applications are safer,  more versatile and more efficient,  taking into account
labor costs,  than traditional  methods and that its aerial work platforms enjoy
competitive  advantages  when  the job  calls  for  frequent  movement  from one
location  to another at the same site,  or when there is a need to return to the
ground frequently for tools and materials.

Material and Supply Arrangements

The Company obtains raw materials,  principally  steel;  other component  parts,
most notably engines, drive motors, tires, bearings and hydraulics; and supplies
from third  parties.  The Company is currently  experiencing  constraints in the
supply of certain purchased parts resulting from suppliers  operating at or near
capacity.  The  Company  expects  these  constraints  to be resolved in the near
future.

Product Liability

Because  the  Company's  products  are used to elevate  and move  personnel  and
materials above the ground,  use of the Company's  products involves exposure to
personal injury, as well as property damage, particularly if operated carelessly
or  without  proper  maintenance.  Based upon the  Company's  best  estimate  of
anticipated losses,  product liability costs approximated 1.0%, 0.7% and 0.9% of
net sales, for the years ended July 31, 1998, 1997 and 1996,  respectively.  


                                       2
<PAGE>

For additional  information relative to product liability insurance coverage and
cost,  see the note  entitled  Commitments  and  Contingencies  of the  Notes to
Consolidated Financial Statements, Item 8 of Part II of this report.

Employees

The Company had 2,664 and 2,686  persons  employed as of July 31, 1998 and 1997,
respectively.  The Company believes its employee  relations are good, and it has
experienced no work stoppages as a result of labor problems.

Foreign Operations 

The Company  manufactures  its  products in the U.S.  for sales  throughout  the
world.  Sales to customers  outside the U.S.  were 32%, 30% and 24% of total net
sales for 1998, 1997 and 1996, respectively.

Executive Officers of the Registrant

                                Positions with the Company
Name                    Age     (date of initial election)
----                    ---     --------------------------

L. David Black          61      Chairman of the Board, President and Chief 
                                Executive Officer (1993).

Charles H. Diller, Jr.  53      Executive Vice President and Chief 
                                Financial Officer (1990).

Rao G. Bollimpalli      60      Senior Vice President - Engineering (1990).

Raymond F. Treml        58      Senior Vice President - Operations (1998);  
                                prior to 1998, Senior Vice  President -
                                Manufacturing (1990).

All executive  officers  listed above are elected to hold office for one year or
until their successors are elected and qualified,  and have been employed in the
capacities  noted for more  than five  years,  except  as  indicated.  No family
relationship exists among the above-named executive officers.

ITEM 2.  PROPERTIES

The  Company  has  manufacturing  plants  and  office  space  at five  sites  in
Pennsylvania  totaling 759,000 square feet and situated on 102 acres of land. Of
this,  708,000 square feet are owned,  with the remainder under long-term lease.
The Company has several  international sales offices under operating leases. The
Company's  properties  used  in its  operations  are  considered  to be in  good
operating  condition,  well-maintained  and suitable for their present purposes.
The Company's  McConnellsburg  and Bedford facilities are encumbered as security
for long-term borrowings.

ITEM 3.  LEGAL PROCEEDINGS

The Company makes provisions  relating to probable product liability claims. For
information  relative  to  product  liability  claims,  see  the  note  entitled
Commitments and Contingencies of the Notes to Consolidated Financial Statements,
Item 8 of Part II of this report.

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

None

PART II

ITEM 5.  MARKET FOR THE REGISTRANT'S COMMON STOCK AND RELATED SHAREHOLER MATTERS

The Company's  capital stock is traded on the New York Stock  Exchange under the
symbol  JLG.  The table below sets forth the market  prices and  average  shares
traded daily for the past two fiscal years.

--------------------------------------------------------------------------------
                                                                Average Shares
                                 Price per Share                 Traded Daily
                      ----------------------------------------------------------
Quarter Ended               1998                1997           1998       1997
--------------------------------------------------------------------------------
                       High      Low       High      Low
--------------------------------------------------------------------------------
October 31 .......    $13.44    $11.00    $24.25    $13.50    247,997    334,032
January 31 .......    $14.88    $11.38    $20.63    $14.50    159,738    273,575
April 30 .........    $17.25    $13.00    $21.38    $11.50    228,716    375,933
July 31 ..........    $20.75    $15.50    $16.25    $11.00    135,681    325,347
--------------------------------------------------------------------------------

The Company's quarterly cash dividend rate is currently $.005 per share, or $.02
on an annual basis.



                                       3
<PAGE>

ITEM 6.  SELECTED FINANCIAL DATA

ELEVEN-YEAR FINANCIAL SUMMARY
(in thousands of dollars, except per share data)

<TABLE>
<CAPTION>
==========================================================================================================
Years ended July 31                                     1998          1997          1996          1995       
==========================================================================================================
RESULTS OF OPERATIONS
==========================================================================================================
<S>                                                  <C>           <C>           <C>           <C>           
Net sales ........................................   $ 530,859     $ 526,266     $ 413,407     $ 269,211     
Gross profit .....................................     128,157       130,005       108,716        65,953     
Selling, administrative and
 product development expenses ....................     (55,388)      (56,220)      (44,038)      (33,254)    
Restructuring charge .............................      (1,689)       (1,897)                                
Income (loss) from operations ....................      71,080        71,888        64,678        32,699     
Interest expense .................................        (254)         (362)         (293)         (376)    
Other income (expense), net ......................        (356)         (288)        1,281           376     
Income (loss) before taxes .......................      70,470        71,238        65,666        32,699     
Income tax (provision) benefit ...................     (23,960)      (25,090)      (23,558)      (11,941)    
Net income (loss) ................................      46,510        46,148        42,108        20,758     

==========================================================================================================
PER SHARE DATA
==========================================================================================================
Earnings per common share ........................        1.07          1.06          0.98          0.49     
Earnings per common share - assuming dilution ....        1.05          1.04          0.96          0.48     
Cash dividends ...................................         .02           .02         0.015          0.0092

==========================================================================================================
PERFORMANCE MEASURES
==========================================================================================================
Return on sales ..................................         8.8%          8.8%         10.2%          7.7%    
Return on average assets .........................        17.9%         21.7%         28.5%         20.2%    
Return on average shareholders' equity ...........        26.2%         33.6%         47.9%         37.1%    

==========================================================================================================
FINANCIAL POSITION
==========================================================================================================
Working capital ..................................     122,672        84,129        71,807        45,404     
Current assets as a percent of current liabilities         248%          218%          226%          216%    
Property, plant and equipment, net ...............      57,652        56,064        34,094        24,785     
Total assets .....................................     307,339       248,374       182,628       119,708     
Total debt .......................................       3,708         3,952         2,194         2,503     
Shareholders' equity .............................     207,768       160,927       113,208        68,430     
Total debt as a percent of total  capitalization .           2%            2%            2%            4%    
Book value per share .............................        4.71          3.68          2.61          1.60     

==========================================================================================================
OTHER DATA
==========================================================================================================
Product development expenditures .................       9,579         7,280         6,925         5,542     
Capital expenditures, net of retirements .........      13,577        29,757        16,668         8,618     
Additions to rental fleet, net of disposals ......       5,377        14,199         9,873         1,548     
Depreciation and amortization ....................      15,750        10,389         6,505         3,875     
Employees ........................................       2,664         2,686         2,705         2,222     
==========================================================================================================
</TABLE>

This summary  should be read in  conjunction  with  Management's  Discussion and
Analysis.  All share and per share data have been  adjusted for the  two-for-one
stock splits  distributed in April and October 1995 and the three-for-one  stock
split distributed in July 1996.




                                       4
<PAGE>

<TABLE>
<CAPTION>
====================================================================================================================================
Years ended July 31                                   1994        1993        1992        1991        1990       1989        1988
====================================================================================================================================
RESULTS OF OPERATIONS
====================================================================================================================================
<S>                                                 <C>         <C>         <C>         <C>         <C>        <C>         <C>     
Net sales ........................................  $176,443    $123,034    $110,479    $ 94,439    $149,281   $121,330    $ 81,539
Gross profit .....................................    42,154      28,240      22,542      20,113      37,767     32,384      23,598
Selling, administrative and
 product development expenses ....................   (27,147)    (23,323)    (22,024)    (21,520)    (21,834)   (18,974)    (14,117)
Restructuring charge .............................                            (4,922)     (2,781)     (1,015)
Income (loss) from operations ....................    15,007       4,917      (4,404)     (4,188)     14,918     13,410       9,481
Interest expense .................................      (380)       (458)     (1,218)     (1,467)     (2,344)    (1,375)       (925)
Other income (expense), net ......................       (24)        180        (149)       (707)        858        399         485
Income (loss) before taxes .......................    14,603       4,639      (5,771)     (6,362)     13,432     12,434       9,041
Income tax (provision) benefit ...................    (5,067)     (1,410)      2,733       3,122      (4,950)    (4,882)     (3,766)
Net income (loss) ................................     9,536       3,229      (3,038)     (3,240)      8,482      7,552       5,275

====================================================================================================================================
PER SHARE DATA
====================================================================================================================================
Earnings per common share ........................      0.23        0.08       (0.07)      (0.08)       0.20       0.18        0.13
Earnings per common share - assuming dilution ....      0.23        0.08       (0.07)      (0.08)       0.20       0.18        0.13
Cash dividends ...................................    0.0083                   0.005      0.0208      0.0167     0.0125      0.0083

====================================================================================================================================
PERFORMANCE MEASURES
====================================================================================================================================
Return on sales ..................................       5.4%        2.6%       (2.8%)      (3.4%)       5.7%       6.2%        6.5%
Return on average assets .........................      12.1%        4.6%       (4.0%)      (4.2%)      10.4%      11.9%       10.8%
Return on average shareholders' equity ...........      23.8%        8.5%       (7.9%)      (7.7%)      21.8%      23.5%       21.2%

====================================================================================================================================
FINANCIAL POSITION
====================================================================================================================================
Working capital ..................................    32,380      26,689      33,304      36,468      47,289     34,745      27,378
Current assets as a percent of current liabilities       208%        217%        268%        266%        304%       254%        250%
Property, plant and equipment, net ...............    19,344      13,877      13,511      13,726      14,402     11,343       8,677
Total assets .....................................    91,634      72,518      73,785      74,861      86,741     70,570      57,692
Total debt .......................................     7,578       4,471      12,553      14,175      18,404     13,799      11,805
Shareholders' equity .............................    45,706      38,939      37,186      38,596      44,109     35,331      28,465
Total debt as a percent of total  capitalization .        14%         10%         25%         27%         29%        28%         29%
Book value per share .............................      1.09        0.89        0.86        0.90        1.05       0.84        0.68

====================================================================================================================================
OTHER DATA
====================================================================================================================================
Product development expenditures .................     4,373       3,385       3,628       3,430       3,520      2,904       2,910
Capital expenditures, net of retirements .........     7,762       3,570       1,364       1,637       4,615      4,054       1,619
Additions to rental fleet, net of disposals ......     1,455         273       3,470         534                 (1,437)       (481)
Depreciation and amortization ....................     2,801       2,500       2,569       1,953       1,771      1,609       1,968
Employees ........................................     1,620       1,324       1,014       1,182       1,565      1,455         972
====================================================================================================================================
</TABLE>


                                        5
<PAGE>

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


Results of Operations

The Company achieved record sales for 1998, marking the fifth consecutive record
year.  The  modest  increase  in  sales  from  1997  to  1998  reflected  record
international  sales that were partially offset by lower domestic sales. The 27%
increase in sales from 1997 to 1996  resulted  from  generally  stronger  demand
across all product  classes and markets.  Sales to customers  outside the United
States were 32%, 30% and 24% in 1998,  1997 and 1996,  respectively.  Sales from
new and redesigned  products introduced over the past two years represented 32%,
46% and 27% of sales in 1998, 1997 and 1996, respectively.

Gross profit, as a percent of sales,  decreased to 24% in 1998 from 25% in 1997.
The major  contributors  to this  decrease  were the effects of increased  sales
discounts related to increasingly  competitive market conditions and unfavorable
currency effects due to the strength of the U.S.  dollar.  These reductions were
partially  offset by lower product costs as a result of cost  reductions.  Gross
profit,  as a percent of sales,  decreased to 25% in 1997 from 26% in 1996.  The
decrease was due to a shift in product mix to smaller,  less profitable  models;
product pricing pressures; and product introduction costs.

Selling,  general and product  development  expenses  decreased $832,000 in 1998
compared  to an  increase  of $12.2  million in 1997 and, as a percent of sales,
were 10% for 1998 compared to 11% for 1997 and 1996.  For 1998,  the decrease in
dollars  was  primarily  attributable  to reduced  personnel  related  costs and
consulting  expenses.  Partially offsetting these reductions were higher product
development costs in support of new and redesigned products. The dollar increase
for 1997 principally  reflected  higher  personnel and related costs,  increased
expenses associated with expanding foreign operations,  and increased consulting
expenses.

For 1998,  miscellaneous  expense was primarily comprised of currency conversion
losses of $1,611,000,  partially offset by higher investment  income.  For 1997,
miscellaneous  expense included $768,000 in currency  conversion losses compared
to $812,000 in gains for 1996.

The  effective  income tax rates were 34%, 35% and 36% for 1998,  1997 and 1996,
respectively.  The decreases in the effective  income tax rate are primarily due
to tax  benefits  related to the  increasing  level of export  sales and a lower
state income tax expense.

Financial Condition

The Company continues to maintain a strong financial position,  with the funding
of capital projects and working capital needs  principally out of operating cash
flow and cash reserves,  while remaining  virtually  debt-free.  Working capital
increased  by $39  million in 1998 and $13 million in 1997,  principally  due to
increased cash and higher receivable  balances  associated with extended payment
terms dictated by competitive  pressures in the marketplace and a higher percent
of international sales which typically have longer payment terms.

Supplementing  its  working  capital at July 31,  1998,  the  Company had unused
credit lines  totaling  $30  million.  The Company  considers  these  resources,
coupled with cash expected to be generated by  operations,  adequate to meet its
foreseeable  funding needs for anticipated 1999  expenditures,  including higher
inventory  levels to support  shorter  delivery  requirements,  $32  million for
additional  equipment held for rental and $16 million for other  capital-related
projects.

The  Company's  exposure to product  liability  claims is  discussed in the note
entitled  Commitments and  Contingencies of the Notes to Consolidated  Financial
Statements,  Item 8 of Part II of this  report.  Future  results of  operations,
financial  condition  and  liquidity  may be  affected  to the  extent  that the
Company's  ultimate  exposure  with  respect to product  liability  varies  from
current estimates.

Outlook

This  Outlook  section  and  other  parts of this  Management's  Discussion  and
Analysis and accompanying Annual Report contain forward-looking  information and
involve  risks  and  uncertainties  that  could  significantly  impact  expected
results. Certain important factors that, in some cases have affected, and in the
future could affect,  the Company's  results of operations  and that could cause
such  future  results of  operations  to differ  are  described  in  "Cautionary
Statements Pursuant to the Securities Litigation Reform Act" which is an exhibit
to this report.



                                       6
<PAGE>

Management anticipates another record year for sales and profits in fiscal 1999,
with goals to increase sales by as much as 15% and profit at a somewhat  greater
rate.  Management's  outlook assumes continued economic strength in the U.S. and
in Europe,  as well as continued  availability  of capital to fuel growth in the
rental industry. Management expects that new products, its strategic response to
changing  market  dynamics and expanding  global  distribution  should allow the
Company to outpace the growth in its industry.

Year 2000

The Year 2000 issue is the result of computer  programs  being written using two
digits rather than four to define the  applicable  year.  These  programs  treat
years as occurring  between 1900 and the end of 1999 and do not  self-convert to
reflect  the  upcoming  change  in  the  century.  If  not  corrected,  computer
applications could fail or create erroneous results by or at the Year 2000.

The Company has  undertaken a program to understand the nature and extent of the
work required to make its systems Year 2000 compliant.  This program encompasses
information systems,  shop floor equipment and facilities systems, the Company's
products and the readiness of the Company's suppliers and customers. The program
includes the following phases:  identification  and assessment,  compliance plan
development,  remediation and testing, production implementation and contingency
plan development for critical areas.

The  Company's  objective  is to become Year 2000  compliant  with its  critical
activities  and systems by December  31,  1998,  allowing  substantial  time for
further testing,  verification  and conversion of less important  activities and
systems.  The Company has  determined  that it has no exposure to  contingencies
related to the Year 2000 issue for products it has sold and that its information
technology  systems  are  substantially  Year  2000  compliant.  Testing  of the
information systems is scheduled to be completed prior to December 31, 1998. The
Company is also  requesting  assurances  by no later than December 31, 1998 from
its  significant  suppliers and customers that they are addressing this issue to
ensure that there will be no major disruptions to the Company's business.

The total cost of the Year 2000 project to date has not been material.  Based on
its  program  to  date,  the  Company  does  not  expect  that  future  costs of
modifications  will have a material  adverse  effect on the Company's  financial
position or results of operations. Because the Company expects that its internal
systems will become Year 2000 compliant in a timely manner, the Company believes
that the most reasonably  likely worst case Year 2000 scenario would result from
suppliers  or other  third  parties  failing  to achieve  Year 2000  compliance.
Depending upon the number of third parties, their identity and the nature of the
non-compliance,  the Year 2000 issue could have a material adverse effect on the
Company's financial position or results of operations. However, the Company will
develop  contingency  plans,  which should be complete in early 1999, should any
critical problems occur in any of the assessment areas noted above. Accordingly,
the Company does not expect Year 2000 problems to result in any material adverse
effect on the Company's financial position or results of operations.

Foreign Currency Risk

The  Company  manufactures  its  products  in the United  States and sells these
products in that market as well as international markets, principally Europe and
Australia.  As a result of the sales of its  products  in foreign  markets,  the
Company's  financial  results are affected by  fluctuations  in the value of the
U.S. dollar as compared to foreign currencies.  Based on a sensitivity  analysis
performed at July 31, 1998, the Company has estimated  that a 10%  strengthening
in the value of the dollar  relative to the  currencies  in which the  Company's
sales  are  denominated  would  result  in a  decrease  in  operating  income of
approximately  $6.6  million  for the year ended July 31,  1998.  The  Company's
sensitivity  analysis  of the  effects of changes in foreign  currency  exchange
rates does not factor in a potential  change in sales  levels or local  currency
prices.

Euro Conversion

On January 1, 1999,  certain  countries of the European  Union are  scheduled to
establish  fixed  conversion  rates between their  existing  currencies  and one
common  currency,  the euro. The euro will then trade on currency  exchanges and
may  be  used  in  business   transactions.   Beginning  in  January  2002,  new
euro-denominated  currencies will be issued and the existing  currencies will be
withdrawn from circulation.  The Company is currently evaluating the systems and
business issues raised by the euro conversion.  These issues include the need to
adapt  computer and other  business  systems and equipment  and the  competitive
impact of  cross-border  transparency.  The  Company has not yet  completed  its
estimate of the  potential  impact  likely to be caused by the euro  conversion;
however,  at present the  Company  has no reason to believe the euro  conversion
will have a material impact on the Company's  financial  condition or results of
operations.



                                       7
<PAGE>

ITEM 8.  FINANCIAL STATEMENTS AND SUPPLEMENTARY DATA 
CONSOLIDATED BALANCE SHEETS

<TABLE>
<CAPTION>
                                                                         July 31
                                                                 ----------------------
(in thousands, except per share data)                              1998          1997
=======================================================================================
<S>                                                              <C>          <C>
ASSETS
Current Assets
  Cash .......................................................   $  56,793    $  25,436
  Accounts receivable, less allowance for doubtful accounts of
    $1,597 in 1998 and $1,282 in 1997 ........................      94,610       70,164
  Inventories ................................................      47,568       53,727
  Other current assets .......................................       6,544        5,872
                                                                 -----------------------
    Total Current Assets .....................................     205,515      155,199
Property, Plant and Equipment
  Land and improvements ......................................       5,140        4,124
  Buildings and improvements .................................      28,778       21,266
  Machinery and equipment ....................................      61,592       58,592
                                                                 -----------------------
                                                                    95,510       83,982
  Less allowance for depreciation ............................      37,858       27,918
                                                                 -----------------------
                                                                    57,652       56,064
Equipment Held for Rental, net of accumulated
  depreciation of $5,166 in 1998 and $3,626 in 1997 ..........      25,103       24,951
Other Assets .................................................      19,069       12,160
                                                                 -----------------------
                                                                 $ 307,339    $ 248,374
                                                                 =======================
LIABILITIES AND SHAREHOLDERS' EQUITY
Current Liabilities
  Current portion of long-term debt ..........................   $   1,253    $     267
  Accounts payable ...........................................      43,119       43,027
  Accrued payroll and related taxes ..........................      11,652       10,256
  Accrued sales costs ........................................       3,937        6,025
  Income taxes ...............................................       7,251          757
  Other current liabilities ..................................      15,631       10,738
                                                                 -----------------------
    Total Current Liabilities ................................      82,843       71,070
Long-term Debt ...............................................       2,455        3,685
Contingent Liabilities .......................................       8,800        7,646
Accrued Employee Benefits ....................................       5,473        5,046
Shareholders' Equity
  Capital stock:
    Authorized shares: 100,000 at $.20 par value
    Issued and outstanding shares:  1998 - 44,096 shares;
      1997 - 43,726 shares ...................................       8,819        8,745
  Additional paid-in capital .................................      15,626       11,391
  Unearned compensation ......................................      (2,633)      (1,018)
  Accumulated other comprehensive income .....................      (3,662)      (2,180)
  Retained earnings ..........................................     189,618      143,989
                                                                 -----------------------
    Total Shareholders' Equity ...............................     207,768      160,927
                                                                 -----------------------
                                                                 $ 307,339    $ 248,374
                                                                 =======================
</TABLE>


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


                                       8
<PAGE>

CONSOLIDATED STATEMENTS OF INCOME

<TABLE>
<CAPTION>
                                                                    Years Ended July 31
                                                           -----------------------------------
(in thousands, except per share data)                         1998         1997         1996
==============================================================================================
<S>                                                        <C>          <C>          <C>      
Net Sales ..............................................   $ 530,859    $ 526,266    $ 413,407
Cost of sales ..........................................     402,702      396,261      304,691
                                                           -----------------------------------
Gross Profit ...........................................     128,157      130,005      108,716
Selling, administrative and product development expenses      55,388       56,220       44,038
Restructuring charges ..................................       1,689        1,897
                                                           -----------------------------------
Income from Operations .................................      71,080       71,888       64,678
Other income (deductions):
  Interest expense .....................................        (254)        (362)        (293)
  Miscellaneous, net ...................................        (356)        (288)       1,281
                                                           -----------------------------------
Income before Taxes ....................................      70,470       71,238       65,666
Income tax provision ...................................      23,960       25,090       23,558
                                                           -----------------------------------
Net Income .............................................   $  46,510    $  46,148    $  42,108
                                                           ===================================
Earnings per Common Share ..............................   $    1.07    $    1.06    $     .98
                                                           ===================================
Earnings per Common Share-- Assuming Dilution ..........   $    1.05    $    1.04    $     .96
                                                           ===================================
Weighted Average  Shares Outstanding ...................      43,666       43,606       43,014
                                                           ===================================
Weighted Average  Shares Outstanding-- Assuming Dilution      44,431       44,401       43,770
                                                           ===================================
</TABLE>


CONSOLIDATED STATEMENT OF SHAREHOLDERS' EQUITY

<TABLE>
<CAPTION>
                                                                                       Accumulated 
                                                 Capital Stock   Additional               Other        
                                              ------------------   Paid-in   Unearned  Comprehensive  Retained
(in thousands except share data)              Shares   Par Value   Capital Compensation   Income      Earnings
===============================================================================================================
<S>                                           <C>       <C>        <C>          <C>       <C>         <C>     
Balances at July 31, 1995 ...............     42,825    $  8,565   $  4,411               ($ 1,799)   $ 57,253
Comprehensive income:
  Net income for the year ...............                                                               42,108
  Other comprehensive income -
    Aggregate translation adjustment,
    net of deferred tax benefit of $737 .                                                     (261)
Dividends paid: $.015 per share .........                                                                 (648)
Shares issued under stock option plans ..        557         111      3,468
---------------------------------------------------------------------------------------------------------------
Balances at July 31, 1996 ...............     43,382       8,676      7,879                 (2,060)     98,713
===============================================================================================================
Comprehensive income:
  Net income for the year ...............                                                               46,148
  Other comprehensive income -
    Aggregate translation adjustment,
    net of deferred tax benefit of $1,228                                                     (120)
Dividends paid: $.02 per share ..........                                                                 (872)
Shares issued under stock option
  plans and restricted share awards .....        344          69      3,512     (1,516)
Amortization of unearned compensation ...                                          498
---------------------------------------------------------------------------------------------------------------
Balances at July 31, 1997 ...............     43,726       8,745     11,391     (1,018)     (2,180)    143,989
===============================================================================================================
Comprehensive income:
  Net income for the year ...............                                                                46,510
  Other comprehensive income -
    Aggregate translation adjustment,
    net of deferred tax benefit of $1,428                                                   (1,482)
Dividends paid: $.02 per share ..........                                                                 (881)
Shares issued under stock option
  plans and restricted share awards .....        370          74      4,235     (3,219)
Amortization of unearned compensation ...                                        1,604
---------------------------------------------------------------------------------------------------------------
Balances at July 31, 1998 ...............     44,096    $  8,819   $ 15,626   ($ 2,633)   ($ 3,662)   $189,618
===============================================================================================================
</TABLE>

The accompanying notes are an integral part of these statements


                                        9
<PAGE>

CONSOLIDATED STATEMENTS OF CASH FLOWS

<TABLE>
<CAPTION>
                                                           Years Ended July 31
                                                     ---------------------------------
(in thousands)                                         1998        1997        1996
======================================================================================
<S>                                                  <C>         <C>         <C>     
Operations
  Net income .....................................   $ 46,510    $ 46,148    $ 42,108
  Adjustments to reconcile net income to cash
    provided by (used for) operating activities:
      Depreciation ...............................     15,750      10,389       6,505
      Provision for self-insured losses ..........      4,844       2,745       2,938
      Deferred income taxes ......................      1,924         775         502
      Changes in operating assets and liabilities:
           Accounts receivable ...................    (24,446)    (15,822)    (23,748)
           Inventories ...........................      6,159     (14,294)    (13,686)
           Other current assets ..................       (672)       (997)       (278)
           Accounts payable ......................         92       8,492      16,680
           Accrued expenses and other
             current liabilities .................      9,148       5,499       3,076
  Changes in other assets and liabilities ........     (9,085)     (7,310)     (3,406)
                                                     ---------------------------------
Cash provided by operations ......................     50,224      35,625      30,691
Investments
  Purchases of property, plant
    and equipment ................................    (13,577)    (29,757)    (16,668)
  Additions to equipment held for rental .........     (5,377)    (14,199)     (9,873)
  Proceeds from sale of Material Handling
    Division .....................................                             10,954
                                                     ---------------------------------
Cash used for investments ........................    (18,954)    (43,956)    (15,587)
Financing
  Issuance of long-term debt .....................                  2,000
  Repayment of long-term debt ....................       (244)       (242)       (309)
  Payment of dividends ...........................       (881)       (872)       (648)
  Exercise of stock options and issuance
     of restricted awards ........................      2,694       2,563       3,579
                                                     ---------------------------------
Cash provided by financing .......................      1,569       3,449       2,622
Currency Adjustments
  Effect of exchange rate changes on cash ........     (1,482)       (120)       (261)
Cash
  Net change in cash .............................     31,357      (5,002)     17,465
  Beginning balance ..............................     25,436      30,438      12,973
                                                     ---------------------------------
  Ending balance .................................   $ 56,793    $ 25,436    $ 30,438
                                                     =================================
</TABLE>

The accompanying notes are an integral part of these statements. 



                                       10
<PAGE>

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (in thousands except per share data)
================================================================================

SUMMARY OF SIGNIFICANT ACCOUNTING POLICES

Principles of Consolidation and Statement Presentation

The consolidated  financial  statements  include the accounts of the Company and
its subsidiaries.  Significant  intercompany accounts and transactions have been
eliminated in consolidation.  In preparing the financial statements,  management
is required to make estimates and assumptions  that affect the amounts  reported
in the financial  statements and accompanying  notes.  Actual results may differ
from those estimates.  Certain prior year amounts in the consolidated  financial
statements have been reclassified to conform to the presentation used for 1998.

Cash and Cash Equivalents

The Company  considers  all highly liquid  investments  with a maturity of three
months or less when purchased to be cash equivalents and classifies such amounts
as cash.

Revenue Recognition

Sales of aerial work  platforms and service  parts are  generally  unconditional
sales that are recorded  when  product is shipped and invoiced to  independently
owned and  operated  distributors  and  customers.  Provisions  for warranty are
estimated  and  accrued  at the  time of  sale.  Actual  warranty  costs  do not
materially differ from estimates. In addition, net sales include rental revenues
earned on the lease of equipment held for rental. Rental revenues are recognized
in the period earned over the lease term.

Inventories

Inventories are stated at the lower of cost or market.  Cost is determined using
the LIFO (last-in,  first-out) method because it results in a better matching of
current product costs and revenues.

Inventories consist of the following at July 31:
================================================================================
                                                                 1998      1997 
================================================================================
Finished goods .............................................   $27,784   $33,689
Work in process ............................................     9,291    13,537
Raw materials ..............................................    15,067    12,371
                                                              ------------------
                                                                52,142    59,597
Less LIFO provision ........................................     4,574     5,870
                                                              ------------------
                                                               $47,568   $53,727
                                                              ==================
Property, Plant and Equipment and Equipment Held for Rental

Property,  plant and equipment and equipment held for rental are stated at cost,
net  of   accumulated   depreciation.   Depreciation   is  computed   using  the
straight-line  method,  based on useful lives of 15 years for land improvements,
10 to 20 years for buildings and  improvements,  three to 10 years for machinery
and equipment and three to seven years for equipment held for rental.

Income Taxes

Deferred income tax assets and liabilities  arise from  differences  between the
tax basis of assets or liabilities  and their reported  amounts in the financial
statements.  Deferred tax balances are determined by using the tax rate expected
to be in effect when the taxes are paid or refunds received.

Capital Stock

The Company  distributed a three-for-one stock split in July 1996. The split was
effected  by a stock  dividend.  All share and per share  data  included  in the
financial statements have been restated to reflect the stock split.

Product Development

The Company  incurred  product  development  and other  engineering  expenses of
$9,579,  $7,280  and  $6,925 in 1998,  1997 and 1996,  respectively,  which were
charged to expense as incurred.

Concentrations of Credit Risk

Financial  instruments which potentially expose the Company to concentrations of
credit risk consist primarily of trade 


                                       11
<PAGE>

receivables.  This concentration of credit risk is mitigated by a geographically
diverse  customer  base and the Company's  credit and  collection  process.  The
Company performs credit  evaluations for all customers and secures  transactions
with  letters of credits  where  necessary.  Write-offs  for  uncollected  trade
receivables have not been significant.

Translation of Foreign Currencies

The financial  statements of the Company's  Australian operation are measured in
its local  currency and then  translated  into U.S.  dollars.  All balance sheet
accounts have been translated  using the current rate of exchange at the balance
sheet date.  Results of operations have been translated  using the average rates
prevailing  throughout the year.  Translation gains or losses resulting from the
changes in the exchange rates from  year-to-year  are  accumulated in a separate
component of shareholders' equity.

The financial  statements of the Company's European operation are prepared using
the U.S. dollar as its functional  currency.  The transactions of this operation
that are denominated in foreign currencies have been remeasured in U.S. dollars,
and any resulting gain or loss is reported in income.

The  aggregate  foreign  currency   transactions  included  in  the  results  of
operations  were  losses of $1,611 and $768 in 1998 and 1997,  respectively  and
gains of $812 in 1996.

Recent Accounting Pronouncements

In June 1997, the Financial Accounting Standards Board issued Statement No. 131,
"Disclosure  about  Segments of an  Enterprise  and Related  Information"  which
establishes  standards for reporting  information about operating segments.  The
Company is required to adopt this  standard  effective  July 31, 1999.  Adoption
will not have  any  effect  on  reported  results  of  operations  or  financial
position.

In March 1998, the American  Institute of Certified  Public  Accountants  issued
Statement of Position 98-1, "Accounting for the Costs of Developing or Obtaining
Computer Internal-Use Software".  This statement will require the capitalization
of  certain  costs  incurred  after  the date of  adoption  in  connection  with
developing  or  obtaining  software for  internal  use. It is effective  for the
Company beginning August 1, 1999. The Company does not believe its adoption will
have a material impact on its results of operations or financial position.

In June 1998, the Financial Accounting Standards Board issued Statement No. 133,
"Accounting for Derivative  Instruments and Hedging  Activities"  which requires
that an entity record all derivatives in the statement of financial  position at
their fair value.  It also requires  changes in the fair value of derivatives to
be recorded  each  period in current  earnings  or other  comprehensive  income,
depending on whether a derivative is  designated as part of a hedge  transaction
and, if it is, the type of hedge  transaction.  The Company is required to adopt
this new  accounting  standard  beginning  August 1, 1999.  The Company does not
expect adoption of this statement to have a significant impact on its results of
operations or financial position.

EMPLOYEE RETIREMENT PLAN

The Company has a discretionary,  defined-contribution  retirement plan covering
all its eligible U.S.  employees.  The  Company's  policy is to fund the pension
cost as accrued.  Plan assets are  invested  in mutual  funds and the  Company's
common stock. The aggregate  expense relating to these plans was $5,332,  $4,716
and $4,355 in 1998, 1997 and 1996, respectively.

INDUSTRY AND EXPORT DATA

The Company operates in one dominant industry segment - the manufacture and sale
of aerial work platforms. The Company manufactures its products in the U.S., and
the  majority of its  customers  are  U.S.-based  equipment  rental  firms.  One
customer  accounted for 12% of sales for 1998 and 13% for 1997 and 1996.  Export
sales  were  32%,  30%  and  24%  of  total  sales  for  1998,  1997  and  1996,
respectively, of which Europe accounted for 18%, 15% and 12% of total sales.


                                       12
<PAGE>

INCOME TAXES

The income tax provision consisted of the following for the years ended July 31:

================================================================================
                                      1998              1997              1996
================================================================================
Current:
  Federal .................         $ 23,900          $ 23,442          $ 20,476
  State ...................            1,984             2,423             2,580
                                    --------------------------------------------
                                      25,884            25,865            23,056
Deferred:
  Federal .................           (1,828)             (674)              435
  State ...................              (96)             (101)               67
                                    --------------------------------------------
                                      (1,924)             (775)              502
                                    --------------------------------------------
                                    $ 23,960          $ 25,090          $ 23,558
                                    ============================================

The Company made income tax payments of $16,790, $24,928, and $24,435 in 1998,
1997, and 1996, respectively.

Components of deferred tax assets and liabilities were as follows at July 31:

================================================================================
                                                            1998          1997
================================================================================
Future income tax benefits:
  Contingent liabilities provisions ................       $ 5,908       $ 4,542
  Employee benefits ................................         2,736         1,910
  Translation adjustments ..........................         1,561         1,361
  Inventory valuation provisions ...................           959           921
  Other ............................................           512           288
                                                           ---------------------
                                                            11,676         9,022
                                                           ---------------------
Deferred tax liabilities:
  Depreciation and asset basis differences .........         2,307         1,577
                                                           ---------------------
Net deferred tax assets ............................       $ 9,369       $ 7,445
                                                           =====================

The current  and  long-term  deferred  tax asset  amounts are  included in other
current and other asset amounts on the consolidated balance sheets.

STOCK BASED INCENTIVE PLANS

The Company's  stock incentive plan has reserved 4,954 common shares that may be
awarded to key  employees  in the form of options to purchase  capital  stock or
restricted  shares. The option price is set by the Company's Board of Directors.
For all options currently outstanding, the option price is the fair market value
of the shares on their date of grant.

The Company's stock option plan for directors provides for annual grants to each
outside  director of a single option to purchase six thousand  shares of capital
stock,  providing the Company earned a net profit,  before  extraordinary items,
for the prior fiscal  year.  The option price shall be equal to the shares' fair
market  value on their date of grant.  An  aggregate  of 1,917 shares of capital
stock is authorized to be issued under the plan.

Outstanding  options and  transactions  involving  the plans are  summarized  as
follows:

<TABLE>
<CAPTION>
-----------------------------------------------------------------------------------
                                  1998              1997               1996
-----------------------------------------------------------------------------------
                                    Weighted           Weighted            Weighted
                                     Average            Average             Average
                                    Exercise           Exercise            Exercise
                             Options   Price    Options  Price     Options    Price
-----------------------------------------------------------------------------------
<S>                           <C>      <C>       <C>      <C>         <C>    <C>   
Outstanding options at the
  beginning of the year ..    1,466    $ 4.88    1,705    $ 4.28    1,911    $ 2.58
Options granted ..........      479     14.59       36     17.44      275     12.57
Options canceled .........      (40)     8.66      (34)     3.96       (8)     2.93
Options exercised ........     (110)     3.00     (241)     2.33     (473)     2.07
                              -----------------------------------------------------
Outstanding options at the
  end of the year ........    1,795    $ 7.51    1,466    $ 4.88    1,705    $ 4.28
                              =====================================================
Exercisable options at the
  end of the year ........    1,281    $ 4.63    1,082    $ 3.95      778    $ 2.65
                              =====================================================
</TABLE>

                                       13
<PAGE>

Information  with respect to stock  options  outstanding  at July 31, 1998 is as
follows:

                         Options Outstanding             Options Exercisable
--------------------------------------------------------------------------------
                                   Weighted  Weighted                Weighted
                                    Average   Average                 Average
       Range of          Number   Remaining  Exercise       Number   Exercise
Exercise Prices     Outstanding        Life     Price  Exercisable      Price
--------------------------------------------------------------------------------
$1.12 to $1.59              470        5      $ 1.14          470      $ 1.14
$2.93 to $3.30              353        6        3.03          353        3.03
$5.64 to $9.21              321        7        6.84          321        6.84
$11.41 to$17.69             651        9       14.85          137       15.46
                                                           
The Company has elected to apply  Accounting  Principals  Board  Opinion No. 25,
"Accounting  for Stock  Issued to  Employees"  and  related  interpretations  in
accounting  for its stock  options.  Under this  Opinion,  the Company  does not
recognize  compensation  expense  arising from such grants  because the exercise
price of the Company's  stock options  equals the market price of the underlying
stock on the date of grant.  Pro forma  information  regarding  net  income  and
earnings per share has been  determined  as if the Company had accounted for its
employee  stock options  under the fair value  method.  The fair value for these
options was estimated at the date of grant using a Black-Scholes  option pricing
model with the following assumptions:

--------------------------------------------------------------------------------
                                                      1998      1997      1996
--------------------------------------------------------------------------------
Volatility factor .................................    .478      .484      .400
Expected life in years ............................     3.0       2.0       2.5
Dividend yield ....................................     .15%      .11%      .18%
Interest rate .....................................    5.73%     5.69%     6.04%
Weighted average fair market value at date of grant  $ 5.12    $ 5.37    $ 3.72

For purposes of pro forma  disclosures,  the estimated fair value of the options
is  amortized  over  the  options'  vesting  period.  The  Company's  pro  forma
information follows for the years ending:

--------------------------------------------------------------------------------
                                              1998           1997        1996
--------------------------------------------------------------------------------
Pro forma net income ....................   $ 46,021      $ 45,837   $  41,998
Pro forma basic earnings per common share   $   1.05      $   1.05   $     .96

This pro forma impact only takes into account  options  granted since January 1,
1995 and is likely to increase in future years as additional options are granted
and amortized over the vesting period.

BASIC AND DILUTED EARNINGS PER SHARE

In 1997,  the Financial  Accounting  Standards  Board issued  Statement No. 128,
"Earnings  per Share".  Statement  128 replaced the  calculation  of primary and
fully  diluted  earnings  per share with basic and diluted  earnings  per share.
Unlike primary  earnings per share,  the calculation of basic earnings per share
excludes any dilutive effects of options,  warrants and convertible  securities.
Diluted  earnings per share is very  similar to the  previously  reported  fully
diluted  earnings per share. All earnings per share amounts for all periods have
been presented, and where appropriate,  restated to conform to the Statement 128
requirements.

The following table sets forth the computation of basic and diluted earnings per
share for the years ended July 31:

<TABLE>
<CAPTION>
---------------------------------------------------------------------------------------
                                                              1998      1997      1996
---------------------------------------------------------------------------------------
<S>                                                         <C>       <C>       <C>    
Net income ..............................................   $46,510   $46,148   $42,108
Denominator for basic earnings per share--
  weighted average shares ...............................    43,666    43,606    43,014
Effect of dilutive securities - employee stock options
  and unvested restricted shares ........................       765       795       756
                                                            ---------------------------
Denominator for diluted earning per share--
 weighted average shares adjusted for dilutive securities    44,431    44,401    43,770
                                                            ===========================
Earnings per common share ...............................   $  1.07   $  1.06   $   .98
                                                            ===========================
Earnings per common share-- assuming dilution ...........   $  1.05   $  1.04   $   .96
                                                            ===========================
</TABLE>

COMMITMENTS AND CONTINGENCIES 

The Company is a party to personal injury and property damage litigation arising
out of incidents  involving  the use of its products.  The  Company's  insurance
program for fiscal year 1998 is  comprised  of a  self-insured  retention  of $5
million


                                       14
<PAGE>

for domestic claims,  insurance coverage of $5 million for international  claims
and catastrophic  coverage of $50 million in excess of the retention and primary
insurance.  The Company  contracts  with an  independent  firm to provide claims
handling and adjustment services. The Company's estimates with respect to claims
are based on internal  evaluations  of the merits of  individual  claims and the
reserves assigned by the Company's  independent firm. The methods of making such
estimates  and  establishing  the  resulting   accrued  liability  are  reviewed
frequently,  and any  adjustments  resulting  therefrom are reflected in current
earnings.  Claims are paid over varying  periods,  which generally do not exceed
five years. Accrued liabilities for future claims are not discounted.

With  respect to all  product  liability  claims of which the  Company is aware,
accrued  liabilities of $12.4 million and $9.6 million were  established at July
31, 1998 and 1997,  respectively.  While the  Company's  ultimate  liability may
exceed or be less than the  amounts  accrued,  the Company  believes  that it is
unlikely that it would  experience  losses that are materially in excess of such
reserve  amounts.  As of July  31,  1998  and  1997,  there  were  no  insurance
recoverables  or offset  implications  and there  were no claims by the  Company
being contested by insurers.

RESTRUCTURING COSTS

During the calendar 1997, the Company downsized and rationalized its operations.
This resulted in restructuring  charges for severance and termination  benefits,
costs associated with closing a smaller, less productive  manufacturing facility
and  other  asset   impairments   of  $1,689  and  $1,897  for  1998  and  1997,
respectively.

UNAUDITED QUARTERLY FINANCIAL INFORMATION

Unaudited  financial  information  was as follows for the fiscal quarters within
the years ended July 31:

--------------------------------------------------------------------------------
                                                                        Earnings
                                                                          Per 
                                                           Earnings      Common
                                                              Per        Share
                                                   Net      Common      Assuming
                       Net Sales  Gross Profit   Income      Share      Dilution
--------------------------------------------------------------------------------
1998
October 31 .........    $ 95,644    $ 21,168    $  4,626    $    .11    $    .10
January 31 .........     111,707      24,885       7,646         .17         .17
April 30 ...........     146,323      35,954      14,071          .3         .32
July 31 ............     177,185      46,150      20,167         .47         .46
                        --------------------------------------------------------
                        $530,859    $128,157    $ 46,510    $   1.07    $   1.05
                        ========================================================

1997
October 31 .........    $120,206    $ 32,703    $ 12,342    $    .28    $    .28
January 31 .........     121,246      30,996      11,227         .26         .25
April 30 ...........     143,642      35,691      12,921         .30         .29
July 31 ............     141,172      30,615       9,658         .22         .22
                        --------------------------------------------------------
                        $526,266    $130,005    $ 46,148    $   1.06    $   1.04
                        ========================================================

REPORT OF MANAGEMENT

The  consolidated  financial  statements of JLG Industries,  Inc. in this report
were prepared by its  management,  which is responsible  for their  content.  In
management's  opinion,  the financial  statements reflect amounts based upon its
best estimates and informed judgments and present fairly the financial position,
results of operations and cash flows of the Company in conformity with generally
accepted accounting principles.

The Company  maintains a system of internal  accounting  controls and procedures
which are intended,  consistent  with  justifiable  cost, to provide  reasonable
assurance that  transactions are executed as authorized,  that they are properly
recorded to produce reliable  financial  records,  and that  accountability  for
assets is maintained.  The  accounting  controls and procedures are supported by
careful selection and training of personnel,  examination by an internal auditor
and continuing  management  commitment to the integrity of the internal  control
system.

The  financial  statements  have been audited by Ernst & Young LLP,  independent
auditors. The independent auditors have evaluated the Company's internal control
and performed tests of procedures and accounting  records in connection with the
issuance of their reports on the fairness of the financial statements.


                                       15
<PAGE>

The Board of Directors has  appointed an Audit  Committee  composed  entirely of
directors who are not employees of the Company.  The Audit  Committee meets with
representatives  of management,  the internal  auditor and independent  auditors
both separately and jointly.  Its functions include recommending the independent
auditors and reviewing the scope and fee of the prospective annual audit and the
results of their work;  reviewing the adequacy of the Company's  internal  audit
function,  as well as the accounting and financial controls and procedures;  and
approving the nature and scope of nonaudit services performed by the independent
auditors.


/s/ L. David Black                 /s/ Charles H. Diller, Jr.

L. David Black                     Charles H. Diller, Jr.
Chairman of the Board,             Executive Vice President
President and                      and Chief Financial Officer
Chief Executive Officer

September 11, 1998


REPORT OF ERNST & YOUNG LLP, INDEPENDENT AUDITORS

To The Board of Directors and Shareholders
JLG Industries, Inc.
McConnellsburg, Pennsylvania

We have audited the accompanying  consolidated balance sheets of JLG Industries,
Inc. as of July 31, 1998 and 1997,  and the related  consolidated  statements of
income,  shareholders' equity, and cash flows for each of the three years in the
period ended July 31, 1998. These financial statements are the responsibility of
the Company's  management.  Our responsibility is to express an opinion on these
financial statements based on our audits.

We  conducted  our  audits  in  accordance  with  generally   accepted  auditing
standards.  Those standards require that we plan and perform the audit to obtain
reasonable assurance about whether the financial statements are free of material
misstatement.  An audit includes examining, on a test basis, evidence supporting
the amounts and disclosures in the financial statements.  An audit also includes
assessing the  accounting  principles  used and  significant  estimates  made by
management,  as well as evaluating the overall financial statement presentation.
We believe that our audits provide a reasonable basis for our opinion.

In our opinion,  the financial  statements  referred to above present fairly, in
all material  respects,  the consolidated  financial position of JLG Industries,
Inc. at July 31, 1998 and 1997, and the  consolidated  results of its operations
and its cash  flows for each of the three  years in the  period  ended  July 31,
1998, in conformity with generally accepted accounting principles.


/s/ Ernst & Young LLP
Baltimore, Maryland
September 3, 1998


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

None.


                                       16
<PAGE>


                                    PART III

ITEM 10.  DIRECTORS AND EXECUTIVE OFFICERS OF THE REGISTRANT

The information required by this Item 10 relating to identification of directors
is set forth under the caption  "Election of Directors"  in the Company's  Proxy
Statement and is incorporated herein by reference. Identification of officers is
presented in Item 1 of this report under the caption "Executive  Officers of the
Registrant."

ITEM 11.  EXECUTIVE COMPENSATION

The information  required by this Item 11 relating to executive  compensation is
set forth under the captions  "Board of Directors" and "Executive  Compensation"
in the Company's Proxy Statement and is incorporated herein by reference.

ITEM 12.  SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT

The  information  required by this Item 12 relating  to  security  ownership  of
certain  beneficial owners and management is set forth under the caption "Voting
Securities  and  Principal  Holders" in the  Company's  Proxy  Statement  and is
incorporated herein by reference.

ITEM 13.  CERTAIN RELATIONSHIPS AND RELATED TRANSACTIONS

None.


                                    PART IV

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

(a)  (1)  The  consolidated  financial  statements  of the  registrant  and  its
subsidiaries are set forth in Item 8 of Part II of this report.

     (2) Financial Statement Schedules

The  schedules  for  which  provision  is  made  in  the  applicable  accounting
regulation of the Securities and Exchange  Commission are not required under the
related instructions or are inapplicable and, therefore, have been omitted.

     (3) Exhibits

     3.1       Articles of Incorporation of JLG Industries,  Inc., which appears
               as Exhibit 3 to the Company's Form 10-Q (File No.  0-8454-- filed
               December 13, 1997), is hereby incorporated by reference.

     3.2       By-laws of JLG Industries, Inc.

     4.1       Trust  Indenture   between  the  Bedford   County,   Pennsylvania
               Industrial  Development  Authority and the Fulton County National
               Bank and Trust Company,  as Trustee,  which appears as Exhibit B5
               to the  Company's  Form 10-K (File No. 0-8454 - filed October 24,
               1979), is hereby incorporated by reference.

     4.2       Installment Sale Agreement  between Bedford County,  Pennsylvania
               Industrial Development Authority and JLG Industries,  Inc., which
               appears as Exhibit B6 to the Company's Form 10-K (File No. 0-8454
               -- filed October 24, 1979), is hereby incorporated by reference.

     4.3       Agreement to disclose upon request.

     10.1      JLG  Industries,   Inc.  Directors'  Deferred  Compensation  Plan
               amended  and  restated  as of  August 1, 1997  which  appears  as
               Exhibit  10.2 to the  Company's  10-K  (File No.  0-8454 -- filed
               October 6, 1997, is hereby incorporated by reference.

     10.2      JLG Industries, Inc. Stock Incentive Plan amended and restated as
               of August 1, 1998.

     10.3      Credit  Agreement  dated December 21, 1989 among JLG  Industries,
               Inc., the First National Bank of Maryland, and CoreStates Bank N.
               A., which appears as Exhibit 4.1 to the Company's  10-Q (File No.
               0-8454  filed  March  12,  1990),   is  hereby   incorporated  by
               reference.

     10.4      First  Modification  Agreement,  dated  January  29,  1990 to the
               Credit  Agreement  dated December 21, 1989 among JLG  Industries,
               Inc., the First National Bank of Maryland, and CoreStates Bank N.
               A., which appears as Exhibit 4.3 to the Company's  10-Q (File No.
               0-8454  -- filed  March 12,  1990),  is  hereby  incorporated  by
               reference.



                                       17
<PAGE>

     10.5      Second  Modification  Agreement,  dated September 17, 1993 to the
               Credit  Agreement  dated December 21, 1989 among JLG  Industries,
               Inc., the First National Bank of Maryland, and CoreStates Bank N.
               A., which appears as Exhibit  10.12 to the  Company's  10-K (File
               No. 0-8454-- filed October 20, 1993),  is hereby  incorporated by
               reference.

     10.6      JLG  Industries,  Inc.  Directors  Stock  Option Plan amended and
               restated as of August 1, 1998.

     10.7      JLG  Industries,  Inc.  Supplemental  Executive  Retirement  Plan
               effective  June 1, 1995,  which  appears  as Exhibit  10.8 to the
               Company's  Form 10-K (File No. 0-8454 -- filed October 17, 1996),
               is hereby incorporated by reference.

     10.8      JLG Industries,  Inc.  Executive  Retiree  Medical  Benefits Plan
               effective  June 1, 1995,  which  appears  as Exhibit  10.9 to the
               Company's  Form 10-K (File No. 0-8454 -- filed October 17, 1996),
               is hereby incorporated by reference.

     10.9      JLG Industries,  Inc. Executive  Severance Plan effective June 1,
               1995,  which appears as Exhibit 10.10 to the Company's  Form 10-K
               (File  No.  0-8454  --  filed   October  17,  1996),   is  hereby
               incorporated by reference.

     10.10     JLG Industries, Inc. Executive Deferred Compensation Plan amended
               and restated as of August 1, 1997 which  appears as Exhibit 10.11
               to the Company's  10-K (File No. 0-8454 -- filed October 6, 1997,
               is hereby incorporated by reference.

     22        Listing of subsidiaries

     23        Consent of independent auditors

     27        Financial Data Schedule

     99        Cautionary  Statements  Pursuant  to  the  Securities  Litigation
               Reform Act of 1995

(b) The Company was not  required to file Form 8-K pursuant to  requirements  of
such form in the fourth quarter of fiscal 1998



                                       18
<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 on September 23, 1998



                                        JLG INDUSTRIES, INC.
                                        (Registrant)
                                        
                                        
                                        
                                        
                                        /s/ L. David Black
                                        --------------------------------------
                                        L. David Black, Chairman of the Board, 
                                        President and Chief Executive Officer
                        

Pursuant to the requirements of the Securities Exchange Act of 1934, this report
has been signed below by the following  persons on behalf of the  registrant and
in the capacities indicated as of September 23, 1998.




/s/ Charles H. Diller, Jr.
------------------------------------------------
Charles H. Diller, Jr., Executive Vice President, 
Chief Financial Officer, Secretary and Director




/s/ George R. Kempton
------------------------------------------------
George R. Kempton, Director




/s/ James A. Mezera
------------------------------------------------
James A. Mezera, Director




/s/ Gerald Palmer
------------------------------------------------
Gerald Palmer, Director




/s/ Charles O. Wood, III
------------------------------------------------
Charles O. Wood, III, Director




                                       19
<PAGE>

                                     NOTES















                                       20
<PAGE>


INVESTOR INFORMATION
================================================================================

Common Stock Data

The Company's  capital stock is traded on the New York Stock  Exchange under the
symbol JLG.

The Company's quarterly cash dividend rate is currently $.005 per share, or $.02
on an annual basis.  When declared,  dividends are paid in January,  April, July
and October.

The Company  believes that  approximately  50% of its stock is held by about 126
institutions,  mutual  funds,  banks,  insurance  and  investment  companies and
pension  funds.  In  addition,  there are about  4,700  shareholders  of record,
including  2,300  employees,   as  well  as  approximately   20,000   beneficial
shareholders.

Investor Relations Program

The Company has an active investor relations program directed to both individual
and  institutional  investors.  The Company's  investor  relations mission is to
maintain  an  ongoing   awareness  of  the  Company's   performance   among  its
shareholders  and  the  investment  community,  in  accordance  with  applicable
reporting requirements.

During the 1998 fiscal year, the Company held numerous  meetings with members of
the investment  community,  participated in various  investment  conferences and
hosted  meetings  at its  corporate  headquarters  with  security  analysts  and
portfolio managers.  The Company is followed by about ten sell-side analysts, in
addition to Value Line and Standard & Poor's.

In June  1998,  the  Company  hosted  a  two-day  field  trip  at its  corporate
headquarters in McConnellsburg,  Pennsylvania which was attended by 30 analysts,
institutional shareholders and potential investors. The theme of the meeting was
"Strategically Positioned for Market Leadership in a New Century."

During  fiscal  1998,  the  Company  became a Corporate  Member of the  National
Association of Investors  Corporation  (NAIC) and  participated  in six Investor
Fairs.  The Company is ranked among the Top 200 Companies in the NAIC for shares
held by NAIC investment clubs.

The Company's  investor  relations contact is Charles H. Diller,  Jr., Executive
Vice  President  and  Chief  Financial  Officer,  who may be  reached  at  (717)
485-5161.

Corporate Headquarters
JLG Industries, Inc.
1 JLG Drive
McConnellsburg, PA  17233-9533
Telephone:  (717) 485-5161
Fax:  (717) 485-6417

Annual Meeting of Shareholders

The Annual Meeting will be held at the Company's headquarters in McConnellsburg,
Pennsylvania,  at 4:30 p.m.,  Thursday,  November 19, 1998. All shareholders are
cordially invited to attend. Whether planning to attend or not, shareholders are
urged to mark,  sign,  date,  and return  their proxy cards  promptly,  so their
interests will be represented at the Meeting.

Shareholder Services

For prompt  assistance  regarding  address  changes,  consolidation of duplicate
accounts,  lost  certificates  and related matters,  please contact  ChaseMellon
Shareholder Services,  85 Challenger Road, Overpeck Centre,  Ridgefield Park, NJ
07660, telephone (800) 756-3353.

Shareholders  who add to their  holdings of the  Company's  stock are advised to
have their  broker or bank  register  the  shares in  exactly  the same name and
account as those of present holdings.  Whenever there is the slightest variation
in the name or address of a shareholder, a separate account must be established.
This leads to duplicate mailings and added expense to the Company.



                                       21
<PAGE>

Anyone presently having more than one account  registered in his or her name can
assist the Company by  consolidating  their accounts.  To combine such holdings,
shareholders  should  forward  the names and numbers of the  accounts  involved,
along with a signed request, to the Company's transfer agent.

Shareholder Communications

In order to receive the hard copy circulation of quarterly  earnings releases to
shareholders,  please  request  to be placed on a  special  Direct  Mail List by
sending a letter or postcard  including your name and complete  mailing  address
to:

                                JLG Industries, Inc.
                                Investor Relations - Direct Mail List
                                1 JLG Drive
                                McConnellsburg, PA  17233-9533

Financial  information  is available by calling the  Company's  investor line at
(717) 485-6523.  The Company also offers investors and shareholders  information
via its web site at www.jlg.com  where you can view Company  product and general
information, the annual report and access to press releases.