EXHIBIT 10.6


                             GIDDINGS & LEWIS, INC.
                          1993 STOCK AND INCENTIVE PLAN

                          STOCK OPTION 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 "Participating Key Employee").

                              W I T N E S S E T H :

             WHEREAS, the Company has in effect the Giddings & Lewis, Inc.
   1993 Stock and Incentive Plan (the "Plan") which provides for, among other
   things, the granting of options to purchase shares of the Company's common
   stock, $.10 par value per share (the "Stock"), to selected key employees
   of the Company or any Affiliate (as such term is defined in the Plan)
   (collectively, "Participating Companies"); and

             WHEREAS, the Participating 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 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 Option.  (a)  Subject to the terms and conditions
   set forth herein, the Company hereby awards the Participating Key Employee
   an option (the "Option") to purchase the number of shares of Stock set
   forth on the signature page hereof (the "Option Stock") at the purchase
   price per share set forth on the signature page hereof.  The Option will
   become exercisable in _____ (__) stages as follows:  (i) ________ of the
   shares of Option Stock shall be subject to exercise on the Initial
   Exercise Date, which shall be the ________ anniversary of the Grant Date
   set forth on the signature page hereof, (ii) _____________ of the shares
   of Option Stock shall be subject to exercise on the __________ anniversary
   of the Grant Date, and (iii) ________ of the shares of Option Stock shall
   be subject to exercise on the ___________ anniversary of the Grant Date;
   provided, however, that the Option shall become exercisable in full
   immediately upon a Change in Control of the Company (as defined herein). 
   Other than upon the occurrence of a Change in Control of the Company, no
   part of the Option shall be exercisable prior to the Initial Exercise Date
   set forth on the signature page hereof, and no part of the Option shall in
   any event be exercisable after the Expiration Date set forth thereon. 
   Notwithstanding the Expiration Date, the Option, except as provided
   herein, shall not be exercisable after the termination of the
   Participating Key Employee's employment with all Participating Companies. 
   Absence of the Participating Key Employee on leave approved by a duly
   elected officer of the Company, other than the Participating Key Employee,
   shall not be considered a termination of employment during the period of
   such leave.

             (b)  For purposes of Paragraph 1 of this Agreement, the
   following terms shall have the meanings set forth below:

                  (i)  The term "Exchange Act" shall mean the Securities
             Exchange Act of 1934, as amended.

                  (ii) The terms "Affiliate" and "Associate" shall have the
             respective meanings ascribed to such terms in Rule 12b-2 of the
             General Rules and Regulations of the Exchange Act.

                  (iii)     A Person (as defined herein) shall be deemed to
             be the "Beneficial Owner" of any securities:

                       (A)  which such Person or any of such Person's
                  Affiliates or Associates has the right to acquire (whether
                  such right is exercisable immediately or only after the
                  passage of time) pursuant to any agreement, arrangement or
                  understanding, or upon the exercise of conversion rights,
                  exchange rights, rights, warrants or options, or otherwise;
                  provided, however, that a Person shall not be deemed the
                  Beneficial Owner of, or to beneficially own, (x) securities
                  tendered pursuant to a tender or exchange offer made by or
                  on behalf of such Person or any of such Person's Affiliates
                  or Associates until such tendered securities are accepted
                  for purchase, or (y) securities issuable upon exercise of
                  Rights issued pursuant to the terms of the Company's Rights
                  Agreement with Firstar Trust Company, dated as of August
                  23, 1995, as amended from time to time (the "Rights
                  Agreement") (or any successor to such Rights Agreement), at
                  any time before the issuance of such securities;

                       (B)  which such Person or any of such Person's
                  Affiliates or Associates, directly or indirectly, has the
                  right to vote or dispose of or has "beneficial ownership"
                  of (as determined pursuant to Rule 13d-3 of the General
                  Rules and Regulations under the Exchange Act), including
                  pursuant to any agreement, arrangement or understanding;
                  provided, however, that a Person shall not be deemed the
                  Beneficial Owner of, or to beneficially own, any security
                  under this subparagraph (B) as a result of an agreement,
                  arrangement or understanding to vote such security if the
                  agreement, arrangement or understanding:  (x) arises solely
                  from a revocable proxy or consent given to such Person in
                  response to a public proxy or consent solicitation made
                  pursuant to, and in accordance with, the applicable rules
                  and regulations under the Exchange Act and (y) is not also
                  then reportable on a Schedule 13D under the Exchange Act
                  (or any comparable or successor report); or

                       (C)  which are beneficially owned, directly or
                  indirectly, by any other Person with which such Person or
                  any of such Person's Affiliates or Associates has any
                  agreement, arrangement or understanding for the purpose of
                  acquiring, holding, voting (except pursuant to a revocable
                  proxy as described in subparagraph (B) above) or disposing
                  of any voting securities of the Company.

                  (iv) A "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 Exchange Act.  Without limiting the
             inclusiveness of the definition in the preceding sentence, a
             Change in Control of the Company shall be deemed to have
             occurred if:

                       (A)  any Person (other than any employee benefit plan
                  of the Company or any Participating 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 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;

                       (B)  a Section 11(a)(ii) Event shall have occurred
                  under the Rights Agreement (or a similar event shall have

                  occurred under any successor to such Rights Agreement) at
                  any time any Rights are issued and outstanding thereunder;

                       (C)  one-third or more of the members of the Company's
                  Board of Directors are not Continuing Directors (as
                  hereafter defined);

                       (D)  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 the 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

                       (E)  the shareholders of the Company approve any bid
                  or proposal for the liquidation or dissolution of the
                  Company.

                  (v)  The term "Continuing Director" shall mean 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.

                  (vi) The term "Person" shall mean any individual, firm,
             partnership, corporation or other entity, including any
             successor (by merger or otherwise) of such entity, or a group of
             any of the foregoing acting in concert.
    
             (c)  The Option may be exercised in whole or in part (but no
   exercise shall be for fewer than 50 shares of Stock or all of the shares
   then subject to the Option, if fewer) by notice in writing to the Company. 
   The aggregate purchase price for the Stock for which the Option is
   exercised shall be paid to the Company at the time of exercise in cash,
   Stock registered in the name of the Participating Key Employee, or by a
   combination thereof, all as provided on the signature page hereof.  Unless
   otherwise provided on the signature page hereof, the Option shall not be
   an Incentive Stock Option for purposes of Section 422 of the Internal
   Revenue Code of 1986, as amended.

             (d)  If the purchase price may be paid wholly or partly in
   Stock, any Stock tendered in payment thereof shall be free of all adverse
   claims and duly endorsed in blank by the Participating Key Employee or
   accompanied by stock powers duly endorsed in blank.  Stock tendered shall
   be valued at Fair Market Value on the date on which the Option is
   exercised.  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; provided, however, that for any Option that is not an
   Incentive Stock Option, the Committee, in its discretion, may elect to
   determine Fair Market Value with respect to such Stock based on the
   average of the closing prices, as of the date of determination and a
   period of up to nine trading days immediately preceding such date.  If
   such proviso is to be applicable, the signature page hereof sets forth the
   number of trading days in such period.

             2.   Option Not Transferrable.  The Option is not transferrable
   other than by will or by the laws of descent and distribution.  During the
   lifetime of the Participating Key Employee, the Option may be exercised
   only by such individual or, if permitted by applicable law, by such
   individual's guardian or legal representative.

             3.   Securities Law Restrictions.  The Participating Key
   Employee agrees and acknowledges with respect to any Option Stock that has
   not been registered under the Securities Act of 1933, as amended (the
   "Act"), that (i) he will not sell or otherwise dispose of such Stock
   except pursuant to an effective registration statement under the Act and
   any applicable state securities laws, or in a transaction which, in the
   opinion of counsel for the Company, is exempt from such registration, and
   (ii) a legend will be placed on the certificates for the Option Stock to
   such effect.

             4.   Exercise of Option After Termination of Employment Due to
   Death, Retirement or Total Disability.  (a) If the Participating Key
   Employee's employment with all Participating Companies is terminated
   because of death, Retirement or Total Disability (as such terms are
   defined below) on or after the Initial Exercise Date (or, as the case may
   be, following a Change in Control of the Company), the Participating Key
   Employee or, in the case of his death, his Beneficiary (as defined herein)
   shall be entitled to exercise the Option (but only to the extent the
   Option was exercisable immediately prior to the death, Retirement or Total
   Disability of the Participating Key Employee) until twelve months (three
   months in the case of an Incentive Stock Option) after such termination of
   employment, but in no event after the Expiration Date.  If such a
   termination of employment occurs prior to the date on which the Option is
   fully exercisable, the Participating Key Employee, or in the case of his
   death, his Beneficiary, shall be entitled to exercise the Option to such
   additional extent, if any, as the Committee may determine.

             (b) 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 Participating Key Employee's
   employment is terminated for Cause (as hereinafter defined) or because of
   death or Total Disability, such termination shall be not "Retirement" for 
   purposes hereof, and (ii)  "Total Disability" means the complete and 
   permanent inability of a Participating 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 those members of the Board of Directors
   of the Company as specified in the Plan (collectively, the "Committee")
   upon the basis of such evidence, including independent medical reports and
   data, as the Committee deems appropriate or necessary.

             5.   Exercise of Option After Termination of Employment Other
   Than for Cause, Death, Retirement or Total Disability; Expiration of
   Option in Connection with a Termination for Cause.  If the Participating
   Key Employee's employment with the Company is terminated on or after the
   Initial Exercise Date (or, as the case may be, following a Change of
   Control of the Company) for any reason other than Cause (as defined
   herein), death, Retirement or Total Disability, the Participating Key
   Employee shall be entitled to exercise the Option (but only to the extent
   the Option was exercisable immediately prior to such termination) until
   three months after such termination of employment, but in no event after
   the Expiration Date.  If such a termination of employment occurs prior to
   the date on which the Option is fully exercisable, the Participating Key
   Employee shall be entitled to exercise the Option during such three-month
   period to such additional extent, if any, as the Committee may determine. 
   If the Participating Key Employee's employment with any Participating
   Company is terminated for Cause, the Participating Key Employee's rights
   with respect to the Option shall expire as of the time of such
   termination.  As used herein, "Cause" means, as determined by the
   Committee, the Participating Key Employee's failure to perform his duties
   or intentional dishonest or illegal conduct in connection with his
   performance of services for any Participating Company.

             6.   Beneficiary.  (a) The person whose name appears on the
   signature page hereof after the caption "Beneficiary" or any successor
   designated by the Participating Key Employee in accordance herewith (the
   person who is the Participating Key Employee's Beneficiary at the time of
   his death is herein referred to as the "Beneficiary") shall be entitled to
   exercise the Option, to the extent it is exercisable, after the death of
   the Participating Key Employee. The Participating 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
   Participating 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 Participating Key Employee's death, or if no designated Beneficiary
   survives the Participating Key Employee or if such designation conflicts
   with law, the Participating Key Employee's estate shall be entitled to
   exercise the Option, to the extent it is exercisable after the death of
   the Participating Key Employee.  If the Committee is in doubt as to the
   right of any person to exercise the Option, the Company may refuse to
   recognize such exercise, without liability for any interest or dividends
   on the Option Stock, until the Committee determines the person entitled to
   exercise the Option, or the Company may apply to any court of appropriate
   jurisdiction and such application shall be a complete discharge of the
   liability of the Company therefor.

             7.   No Rights As Shareholder.  The Participating Key Employee
   shall have no rights as a holder of the Option Stock until the issuance of
   a certificate for the Option Stock.

             8.   Tax Withholding.  (a)  It shall be a condition of the
   obligation of the Company to issue Option Stock to the Participating Key
   Employee or the Beneficiary, and the Participating Key Employee agrees,
   that the Participating Key Employee shall pay to the Company upon its
   demand, such amount as may be requested by the Company for the purpose of
   satisfying the Company's liability to withhold federal, state, or local
   income or other taxes incurred by reason of the exercise of the Option.

             (b)  If the Option is not an Incentive Stock Option, the 
   Participating Key Employee may elect to have the Company withhold that
   number of shares of Option Stock otherwise issuable to the Participating
   Key Employee upon exercise of the Option or to deliver to the Company a 
   number of other shares of Stock, in each case, having a Fair Market Value 
   on the Tax Date (as defined herein) equal to the minimum amount required
   to be withheld as a result of such exercise.  If the number of shares so 
   determined shall include a fractional share, the Participating Key Employee
   shall deliver cash in lieu of such fractional share.  The election must be 
   made in writing and, if the Participating Key Employee is an Insider 
   (as defined herein), (i) delivered to the Company prior to the Tax Date 
   with respect to an election to deliver shares to the Company or, with 
   respect to an election to have shares withheld, 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 
   period shall include 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 Participating Key Employee occurs prior to the expiration
   of such six month period.  If the Participating Key Employee is not an 
   Insider, the election must be delivered to the Company prior to the Tax 
   Date. 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 Participating
   Key Employee must include in his gross income for federal income tax 
   purposes the fair market value of the Option Stock over the purchase price
   therefore and (ii) "Insider" means an executive officer or director of the
   Company or a beneficial owner of more than 10% of the Stock.

             9.   Adjustments in Event of Change in Stock.  The Committee may
   take such action in response to changes in shares of Stock as are
   contemplated by Section 4(b) of the Plan.

             10.  Powers of Company Not Affected.  The existence of the
   Option 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 Option 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 Participating 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 Participating
   Key Employee's employment at any time.

             11.  Interpretation by Committee.  The Participating 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, subject to the express terms of the Plan, 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 Participating Key Employees
   awarded Option Stock.

             12.  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 shall be given to
   the Participating 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,
   Wisconsin  54935, Attention: Secretary.  All such notices shall be given
   by first class mail, postage prepaid, 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, subject to Paragraph 2, inure to the benefit of the
   Participating Key Employee, the Beneficiary and the personal
   representative(s) and heirs of the Participating Key Employee.

             (f)  This Agreement is subject in all respects to the terms and
   conditions of the Plan.

             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 Participating Key Employee has hereunto affixed his hand
   and seal, all on the day and year set forth below.

                       GIDDINGS & LEWIS, INC.

   (CORPORATE SEAL)    By:_____________________________________________
                       Title: 

                       _________________________________________(Seal)
                       Participating Key Employee:

                       No. of Shares of Option Stock:

                       Incentive Stock Option:

                       Purchase Price per Share:

                       Payment of Purchase Price:

                       Number of Days to Determine Fair Market Value:

                       Date of Agreement:

                       Grant Date:

                       Initial Exercise Date:  

                       Expiration Date:  

                       Beneficiary:_________________________________________

                       Address of Beneficiary:

                            ________________________________________________

                            ________________________________________________

                       Beneficiary Tax Identification No. __________________