EXHIBIT 10.4

                             GIDDINGS & LEWIS, INC. 

                        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 1989 Restricted Stock 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 subsidiary (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.  (a)  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") at the purchase price per share set forth on the
   signature page hereof.  The aggregate purchase price for the Restricted
   Stock shall be paid to the Company at the time this Agreement is executed
   by the Key Employee in cash, Stock registered in the name of the Key
   Employee, or by a combination thereof, all as provided on the signature
   page hereof.

             (b) 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 Key Employee or accompanied by stock
   powers duly endorsed in blank.  Stock tendered shall be valued at Fair
   Market Value on the Grant Date set forth on the signature page hereof. 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 the Committee (as defined herein) 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.   Restrictions.  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").

             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.  Notwithstanding the foregoing or anything
   to the contrary herein, the Key Employee agrees and acknowledges with
   respect to any Restricted Stock that has not been registered under the
   Securities Act of 1933, as amended (the "Act") (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 Restricted Stock to such effect.

             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 below shall terminate on the date of death or the
   effective date of the Retirement or Total Disability (such date herein
   referred to as the "Effective Date") and such Restricted Stock shall be
   free of such restrictions and, except as otherwise provided in Paragraph 4
   hereof, freely transferable.  The remaining Restricted Stock shall be
   forfeited to the Company on the Effective Date unless, in the case of
   death or Total Disability, the Committee determines, on such terms and
   conditions, if any, as the Committee may impose, that all or a portion of
   such remaining Restricted Stock shall be released to the Key Employee or
   his Beneficiary and the restrictions of Paragraph 2 applicable thereto
   shall terminate.

             (b) The portion of the Restricted Stock for which such
   restrictions terminate without action by the Committee is equal to the
   number of shares of Restricted Stock awarded hereunder 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 Effective
   Date, 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.  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 Effective Date.

             (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 perform his duties or intentional
   dishonest or illegal conduct in connection with his performance of
   services for any Participating Company.

             7.   Termination of Employment Other Than for Cause, Death,
   Retirement or Total Disability.  If the Key Employee's employment with the
   Company is terminated prior to the Release Date for any reason other than
   Cause, death, Retirement or Total Disability, 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 a duly elected officer of the Company, other than the Key
   Employee, shall not be considered a termination of employment during the
   period of such leave.

             8.   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.

             9.   Certificate Legend.  In addition to any legends placed on
   certificates for Restricted Stock under Paragraph 4 hereof, 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. 1989 Restricted Stock 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.

             10.  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 shares of Restricted Stock with respect to which they
   were paid, including the requirement that 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.

             11.  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 day period
   beginning on the third 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 Key Employee is an Insider, the
   full number of shares of Restricted Stock deliverable may be released to
   the Key Employee, and in such event the Key Employee shall be
   unconditionally obligated to tender back to the Company, as soon as
   practicable after the Tax Date, a number of shares of Stock having a Fair
   Market Value on the Tax Date equal to the minimum amount required to be
   withheld.  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 officer or director of the Company or
   a beneficial owner of more than 10% of the Stock.

             12.  Adjustments in Event of Change in Stock.  In the event of
   any reclassification, subdivision or combination of shares of Stock,
   merger or consolidation of the Company or sale by the Company of all or a
   portion of its assets, or other event which could, in the judgment of the
   Committee, distort the implementation of the Plan or the realization of
   its objectives, the Committee may make such adjustments in the shares of
   Restricted Stock subject to this Agreement, or in the terms, conditions or
   restrictions of this Agreement as the Committee deems equitable.

             13.  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 stockholders 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.

             14.  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.

             15.  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.

             16.  Change of Control.  (a)  Notwithstanding any other
   provision to the contrary contained in this Agreement, effective upon a
   Change in Control of the Company (as defined below), the restrictions
   imposed upon the Restricted Stock (except for any such shares which were
   previously forfeited to the Company) by Paragraph 2 of this Agreement
   shall immediately be deemed to have lapsed and the Release Date shall be
   deemed to have occurred as of the date of the Change in Control of the
   Company with respect to such Restricted Stock.

             (b)  The following terms shall have the following meanings when
   used in this Paragraph 16:

                  (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."

             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.

   (CORPORATE SEAL)              By:_________________________________________

                                 Title:  

                                 _____________________________________ (Seal)

                                 Key Employee:  

                                 No. of Shares of Restricted Stock: 

                                 Purchase Price per Share: 

                                 Payment of Purchase Price: 

                                 Number of Days to Determine Fair Market
                                 Value:
                                 Not Applicable

                                 Date of Agreement: 

                                 Grant Date: 

                                 Release Date: 

                                 Beneficiary:______________________________

                                 Address of Beneficiary:

                                 __________________________________________

                                 __________________________________________

                                 Beneficiary Tax Identification

                                 No. ______________________________________