EXHIBIT 10.5


                             GIDDINGS & LEWIS, INC. 
                          1993 STOCK AND INCENTIVE PLAN
                        RESTRICTED STOCK AWARD AGREEMENT


             THIS AGREEMENT is made and entered into as of the date set forth
   on the signature page hereof by and between GIDDINGS & LEWIS, INC., a
   Wisconsin corporation with its principal offices at Fond du Lac, Wisconsin
   (the "Company"), and the employee of the Company whose signature is set
   forth on the signature page hereof (the "Key Employee").

                         W I T N E S S E T H :

             WHEREAS, the Company has adopted the 1993 Stock and Incentive
   Plan (the "Plan") to permit shares of the Company's common stock, $.10 par
   value per share (the "Stock"), to be awarded to certain key employees of
   the Company and any affiliates (collectively, "Participating Company");
   and

             WHEREAS, the Key Employee is a key employee of a Participating
   Company, and the Company desires him to remain in such employ and to
   further an opportunity for his stock ownership in the Company in order to
   increase his proprietary interest in the success of the Company;

             NOW, THEREFORE, in consideration of the premises and of the
   covenants and agreements herein set forth, the parties hereby mutually
   covenant and agree as follows:

   1.   Award of Restricted Stock.  Subject to the terms and conditions set
   forth herein, the Company hereby awards the Key Employee the number of
   shares of Stock set forth on the signature page hereof (the "Restricted
   Stock").

   2.   Restrictions.  

             (a)  Except as otherwise provided herein, the Restricted Stock
   may not be sold, transferred or otherwise alienated or hypothecated until
   the date set forth on the signature page hereof (the "Release Date");
   provided, however, that the Restricted Stock, or an applicable portion
   thereof, shall be forfeited to the Company on the Release Date to the
   extent certain Company performance goals, as set forth on the attached
   Schedule A, are not met.

   3.   Escrow.  Certificates for shares of Restricted Stock shall be issued
   as soon as practicable in the name of the Key Employee but shall be held
   in escrow by the Company, as escrow agent.  Upon issuance of such
   certificates, (i) the Company shall give the Key Employee a receipt for
   the Restricted Stock held in escrow which will state that the Company
   holds such Stock in escrow for the account of the Key Employee, subject to
   the terms of this Agreement, and (ii) the Key Employee shall give the
   Company a stock power for such Stock duly endorsed in blank which will be
   held in escrow for use in the event such Stock is forfeited in whole or in
   part.  Unless theretofore forfeited as provided herein, Restricted Stock
   shall cease to be held in escrow and certificates for such Stock shall be
   delivered to the Key Employee, or in the case of his death, to his
   Beneficiary (as hereinafter defined) on the Release Date or upon any other
   termination of the restrictions imposed by Paragraph 2 hereof.

   4.   Transfer After Release Date; Securities Law Restrictions.  Except as
   otherwise provided herein, Restricted Stock shall become free of the
   restrictions of Paragraph 2 and be freely transferable by the Key Employee
   on the Release Date subject to applicable limitations under Federal and
   State securities laws.  

   5.   Termination of Employment Due to Death, Retirement or Total
   Disability. 

             (a) If the Key Employee's employment with all Participating
   Companies is terminated because of death, Retirement or Total Disability
   (as such terms are defined below) prior to the Release Date, the
   restrictions of Paragraph 2 applicable to that portion of the Restricted
   Stock determined in Paragraph 5(b) below shall terminate on the Release
   Date without action by the Committee and notwithstanding such death,
   Retirement or Total Disability.  The  shares of Restricted Stock so
   released shall be free of the restrictions set forth in Paragraph 2 hereof
   and, except as otherwise provided in Paragraph 4 hereof, freely
   transferable.  

             (b) The number of shares of the Restricted Stock for which the
   Paragraph 2 restrictions will terminate on the Release Date in accordance
   with Paragraph 5(a) hereof shall be the number of shares on which the
   restrictions would have terminated on the Release Date pursuant to
   Schedule A had the Key Employee remained employed multiplied by a
   fraction, the numerator of which is the number of years, including
   fractions of a year, in the period from the Grant Date to the date on
   which the Key Employee's employment terminates as a result of death,
   Retirement, or Total Disability, and the denominator of which is the
   number of years, including fractions of a year, if any, in the period from
   the Grant Date to the Release Date.  For purposes of this computation,
   fractions of a year shall be computed by the number of days in the period
   divided by 365.  No fractional share resulting from such computation shall
   be issued and in lieu thereof, a cash payment shall be made equal to such
   fractional share (computed to two decimal places) multiplied by the Fair
   Market Value on the Release Date.  As used herein, "Fair Market Value"
   means the per share closing price on the date in question in the principal
   market in which the Stock is then traded or, if no sales of Stock have
   taken place on such date, the closing price on the most recent date on
   which selling prices were quoted.

             (c) As used herein, (i) "Retirement" means termination of
   employment with all Participating Companies on or after age 62 after
   completion of an aggregate of ten years of service with the Company and/or
   any Participating Company, except that if the Key Employee's employment is
   terminated for Cause (as hereinafter defined) or because of death or Total
   Disability, such termination shall not be "Retirement" for purposes
   hereof, and (ii) "Total Disability" means the complete and permanent
   inability of a Key Employee to perform all of his duties under the terms
   of his employment with any Participating Company, as determined by the
   Compensation Committee of the Company's Board of Directors or any
   successor to such Committee which administers the Plan, or if no such
   Committee has been appointed, by the Board of Directors of the Company
   (collectively, the "Committee") upon the basis of such evidence, including
   independent medical reports and data, as the Committee deems appropriate
   or necessary.

   6.   Termination of Employment for Cause.  If the Key Employee's
   employment with any Participating Company is terminated for Cause (as
   defined below) prior to the Release Date, all Restricted Stock shall be
   forfeited to the Company on the date on which such termination of
   employment occurs.  As used herein, "Cause" means, as determined by the
   Committee, the Key Employee's failure to substantially perform the
   material duties of the Key Employee's employment.

   7.   Termination of Employment Other Than for Cause, Death, Retirement,
   Total Disability or Change in Control.  

             (a) If the Key Employee's employment with the Company is
   terminated by Key Employee prior to the Release Date, all Restricted Stock
   shall be forfeited to the Company on the date of such termination unless
   the Committee determines, on such terms and conditions, if any, as the
   Committee may impose, that all or a portion of the Restricted Stock shall
   be released to the Key Employee and the restrictions of Paragraph 2
   applicable thereto shall terminate.  Absence of the Key Employee on leave
   approved by an executive officer of the Company shall not be considered a
   termination of employment by Key Employee during the period of such leave.

             (b) If the Key Employee's employment with the Company is
   terminated prior to the Release Date for any reason other than Cause,
   death, Retirement, Total Disability or as described in Paragraph 7(a)
   above, the restrictions of Paragraph 2 applicable to that portion of the
   Restricted Stock determined in Paragraph 7(c) below shall terminate on the
   Release Date without action by the Committee on the date of such
   termination of employment and such Restricted Stock shall be free of such
   restrictions and, except as otherwise provided in Paragraph 4 hereof,
   freely transferable.  

             (c)  The number of shares of the Restricted Stock for which the
   Paragraph 2 restrictions will terminate in accordance with Paragraph 7(b)
   hereof shall be the number of shares on which the restrictions would have
   terminated on the Release Date pursuant to Schedule A had the Key Employee
   remained employed multiplied by a fraction, the numerator of which is the
   number of years, including fractions of a year, in the period from the
   Grant Date to the date on which the Key Employee's employment terminated
   in the manner as contemplated in Paragraph 7(b) hereof, and the
   denominator of which is the number of years, including fractions of a
   year, if any, in the period from the Grant Date to the Release Date.  For
   purposes of this computation, fractions of a year shall be computed by the
   number of days in the period divided by 365.  No fractional share
   resulting from such computation shall be issued an in lieu thereof, a cash
   payment shall be made equal to such fractional share (computed to two
   decimal places) multiplied by the Fair Market Value on the Release Date. 
   As used herein, "Fair Market Value" means the per share closing price on
   the date in question in the principal market in which the Stock is then
   traded or, if no sales of Stock have taken place on such date, the closing
   price on the most recent date on which selling prices were quoted.

             8.  Termination for Change of Control of the Company

             (a)  If there occurs prior to the Release Date a Change in
   Control of the Company (as defined below) the restrictions of Paragraph 2
   applicable to the number of shares listed opposite the "Target" earnings
   per share on Schedule A hereto (except for any such shares which were
   previously forfeited to the Company) shall terminate without action by the
   Committee on the date of such Change in Control of the Company and such 
   Restricted Stock shall be free of such restrictions and, except as provided
   in Paragraph 4 hereof, freely transferable.

             (b)  As used herein, "Change in Control of the Company" shall
   mean a change in control of a nature that would be required to be reported
   in response to Item 6(e) of Schedule 14A of Regulation 14A promulgated
   under the Securities Exchange Act of 1934, as amended.  Without limiting
   inclusiveness of the definition in the preceding sentence, a Change in
   Control of the Company shall be deemed to have occurred if:

                  (i) any person (other than any employee benefit plan of the
   Company or any subsidiary of the Company, any entity holding securities of
   the Company for or pursuant to the terms of any such plan or any trustee,
   administrator or fiduciary of such a plan) is or becomes the beneficial
   owner of securities of the Company representing at least 30% of the
   combined voting power of the Company's then outstanding securities;

                  (ii)  a Section 11(a) (ii) Event shall have occurred under
   that certain "Rights Agreement" dated as of August 23, 1995 between the
   Company and Firstar Trust Company as amended (or a similar event shall
   have occurred under any successor to such Rights Agreement) at any time
   any "Rights" as defined therein are issued and outstanding thereunder;

                  (iii)  one-third or more of the members of the Board are
   not Continuing Directors (as defined below);

                  (iv)  there shall be consummated (x) any consolidation or
   merger of the Company in which the Company is not the continuing or
   surviving corporation or pursuant to which shares of Stock would be
   converted into cash, securities or other property, other than a merger of
   the Company in which the holders of Stock immediately prior to the merger
   have the same proportionate ownership of common stock of the surviving
   corporation immediately after the merger, or (y) any sale, lease, exchange
   or other transfer (in one transaction or a series of related transactions)
   of all, or substantially all, of the assets of the Company; or

                  (v) the shareholders of the Company approve any plan or
   proposal for the liquidation or dissolution of the Company.

             (c)  As used herein, "Continuing Director" means any member of
   the Board of Directors of the Company who was a member of such Board on
   the Grant Date, and any successor of a Continuing Director who is
   recommended to succeed a Continuing Director by a majority of the
   Continuing Directors then on such Board. 

             9.   Beneficiary.  

             (a) The person whose name appears on the signature page hereof
   after the caption "Beneficiary" or any successor designated by the Key
   Employee in accordance herewith (the person who is the Key Employee's
   Beneficiary at the time of his death herein referred to as the
   "Beneficiary") shall be entitled to receive such portion, if any, of the
   Restricted Stock to be released to the Beneficiary under Paragraphs 3 and
   5 as a result of the death of the Key Employee.  The Key Employee may from
   time to time revoke or change his Beneficiary without the consent of any
   prior Beneficiary by filing a new designation with the Committee. The last
   such designation received by the Committee shall be controlling; provided,
   however, that no designation, or change or revocation thereof, shall be
   effective unless received by the Committee prior to the Key Employee's
   death, and in no event shall any designation be effective as of a date
   prior to such receipt.

             (b)  If no such Beneficiary designation is in effect at the time
   of a Key Employee's death, or if no designated Beneficiary survives the
   Key Employee or if such designation conflicts with law, the Key Employee's
   estate shall be entitled to receive the portion, if any, of the Restricted
   Stock to be released from the restrictions of Paragraph 2 upon the death
   of the Key Employee.  If the Committee is in doubt as to the right of any
   person to receive such Restricted Stock, the Company may retain such
   Stock, without liability for any interest thereon, until the Committee
   determines the person entitled thereto, or the Company may deliver such
   Restricted Stock to any court of appropriate jurisdiction and such
   delivery shall be a complete discharge of the liability of the Company
   therefor.

             10.  Certificate Legend.  Each certificate for shares of
   Restricted Stock shall bear the following legend:

             "The sale or other transfer of the shares of stock represented
   by this certificate, whether voluntary, or by operation of law, is subject
   to certain restrictions set forth in the Giddings & Lewis, Inc. 1993 Stock
   and Incentive Plan and a Restricted Stock Award Agreement between Giddings
   & Lewis, Inc. and the registered owner hereof.  A copy of such Plan and
   such Agreement may be obtained from the Secretary of Giddings & Lewis,
   Inc."

   When the restrictions imposed by Paragraph 2 hereof terminate, the Key
   Employee shall be entitled to have the foregoing legend removed from the
   certificates representing such Stock.

             11.  Voting Rights; Dividends and Other Distributions. (a) While
   the Restricted Stock is subject to restrictions under Paragraph 2 and
   prior to any forfeiture thereof, the Key Employee may exercise full voting
   rights for the Restricted Stock registered in his name and held in escrow
   hereunder.

             (b) While the Restricted Stock is subject to the restrictions
   under Paragraph 2 and prior to any forfeiture thereof, the Key Employee
   shall be entitled to receive all dividends and other distributions paid
   with respect to the Restricted Stock.  If any such dividends or
   distributions are paid in Stock, such shares shall be subject to the same
   restrictions as the share of Restricted Stock with respect to which they
   were paid, including the requirement that the Restricted Stock be held in
   escrow pursuant to Paragraph 3 hereof.

             (c) Subject to the provisions of this Agreement, the Key
   Employee shall have, with respect to the Restricted Stock, all other
   rights of holders of Stock.

             12.  Tax Withholding.  (a)  It shall be a condition of the
   obligation of the Company to issue or release from escrow Restricted Stock
   to the Key Employee or the Beneficiary, and the Key Employee agrees, that
   the Key Employee shall pay to the Company upon its demand, such amount as
   may be requested by the Company for the purpose of satisfying its
   liability to withhold federal, state, or local income or other taxes
   incurred by reason of the award of the Restricted Stock or as a result of
   the termination of the restrictions on such Stock hereunder.

             (b)  If the Key Employee does not make an election under Section
   83(b) of the Internal Revenue Code of 1986, as amended, with respect to
   the Restricted Stock awarded hereunder, the Key Employee may satisfy the
   Company's withholding tax requirements by electing to have the Company
   withhold that number of shares of Restricted Stock otherwise deliverable
   to the Key Employee from escrow hereunder or to deliver to the Company a
   number of shares of Stock, in each case, having a Fair Market Value on the
   Tax Date (as defined below) equal to the minimum amount required to be
   withheld as a result of the termination of the restrictions on such
   Restricted Stock.  The election must be made in writing and, if the Key
   Employee is an Insider (as defined below), (i) delivered to the Company
   either six months or more prior to the Tax Date or during a ten business
   day period beginning on the third business day following the release of
   the Company's quarterly or annual summary statement of sales and earnings
   which occurs prior to the Tax Date and (ii) shall not be effective until
   at least six months after the Grant Date, provided, however, that the
   restriction in clause (ii) shall not apply in the event death or Total
   Disability of the Key Employee occurs prior to the expiration of such six
   month period.  If the Key Employee is not an Insider, the election must be
   delivered to the Company prior to the Tax Date.  If the number of shares
   so determined shall include a fractional share, the Key Employee shall
   deliver cash in lieu of such fractional share.  All elections shall be
   made in a form approved by the Committee and shall be subject to
   disapproval, in whole or in part, by the Committee.  As used herein, (i)
   "Tax Date" means the date on which the Key Employee must include in his
   gross income for federal income tax purposes the fair market value of the
   Restricted Stock over the purchase price therefor and (ii) "Insider" means
   an executive officer or a director of the Company or a beneficial owner of
   more than 10% of the Stock.

             13.  Adjustments .  The number of Shares of Restricted Stock
   awarded under this Agreement shall be adjusted to reflect any stock
   dividend, stock split or similar transaction affecting the Stock.   In the
   event that the Company issues additional Stock before the Release Date, an
   equitable adjustment will be made to eliminate any dilutive effect that
   the issuance of such Stock may have on the Company's earnings per share
   and the calculation of the Restricted Stock to be released upon
   termination of the restrictions imposed by Paragraph 2 hereof.  The
   Committee may make other adjustments to this Agreement as it deems
   equitable in the event that any corporate transaction or other event
   affects the shares of Stock such that an adjustment is appropriate to
   confer the benefits intended by the Plan or this Agreement.

             14.  Powers of Company Not Affected.  The existence of the
   Restricted Stock shall not affect in any way the right or power of the
   Company or its shareholders to make or authorize any combination,
   subdivision or reclassification of the Stock or any reorganization,
   merger, consolidation, business combination, exchange of shares, or other
   change in the Company's capital structure or its business, or any issue of
   bonds, debentures or stock having rights or preferences equal, superior or
   affecting the Restricted Stock or the rights thereof, or dissolution or
   liquidation of the Company, or any sale or transfer of all or any part of
   its assets or business, or any other corporate act or proceeding, whether
   of a similar character or otherwise.  Nothing in this Agreement shall
   confer upon the Key Employee any right to continue in the employment of
   any Participating Company or interfere with or limit in any way the right
   of any Participating Company to terminate the Key Employee's employment at
   any time.

             15.  Interpretation by Committee.  The Key Employee agrees that
   any dispute or disagreement which may arise in connection with this
   Agreement shall be resolved by the Committee, in its sole discretion, and
   that any interpretation by the Committee of the terms of this Agreement or
   the Plan and any determination made by the Committee under this Agreement
   or the Plan may be made in the sole discretion of the Committee and shall
   be final, binding, and conclusive. Any such determination need not be
   uniform and may be made differently among Key Employees awarded Restricted
   Stock.

             16.  Miscellaneous.  (a)  This Agreement shall be governed and
   construed in accordance with the laws of the State of Wisconsin applicable
   to contracts made and to be performed therein between residents thereof.

             (b)  This Agreement may not be amended or modified except by the
   written consent of the parties hereto.

             (c)  The captions of this Agreement are inserted for convenience
   of reference only and shall not be taken into account in construing this
   Agreement.

             (d)  Any notice, filing or delivery hereunder or with respect to
   Restricted Stock shall be given to the Key Employee at either his usual
   work location or his home address as indicated in the records of the
   Company, and shall be given to the Committee or the Company at 142 Doty
   Street, Fond du Lac, 54935, Attention: Secretary.  All such notices shall
   be given by first class mail, postage pre-paid, or by personal delivery.

             (e)  This Agreement shall be binding upon and inure to the
   benefit of the Company and its successors and assigns and shall be binding
   upon and inure to the benefit of the Key Employee, the Beneficiary and the
   personal representative(s) and heirs of the Key Employee, except that the
   Key Employee may not transfer any interest in any Restricted Stock prior
   to the release of the restrictions imposed by Paragraph 2.

             IN WITNESS WHEREOF, the Company has caused this instrument to be
   executed by its duly authorized officer and its corporate seal hereunto
   affixed, and the Key Employee has hereunto affixed his hand and seal, all
   on the day and year set forth below.

                                 GIDDINGS & LEWIS, INC.

                                 By:                                         


                                 _______________________________________(SEAL)
                                 Key Employee: 

                                 No. of Shares of Restricted Stock:
                                 (Performance Based Maximum
                                 as set forth on Schedule A)

                                 Date of Agreement: 

                                 Grant Date: 

                                 Release Date: 

                                 Beneficiary:_______________________________
                                 Address of Beneficiary:
                                                                             
                                 ___________________________________________

                                 ___________________________________________

                                 Beneficiary Tax Identification No.