SECURITIES AND EXCHANGE COMMISSION
                             Washington, D.C.  20549

                                    Form 10-Q

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

       For Quarterly Period Ended March 30, 1997 

                                       or

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

       For the transition period from _________________________
                                   to _________________________

   Commission File Number 0-17873

                             GIDDINGS & LEWIS, INC.
             (Exact name of registrant as specified in its charter)

             Wisconsin                                  39-1643189
   (State or other jurisdiction of                   (I.R.S. Employer
   incorporation or organization)                    Identification No.)      
                                                                              

               142 Doty Street, Fond du Lac, Wisconsin    54935   
               (Address of principal executive offices) (Zip Code)

   Registrant's telephone number, including area code:  (414) 921-9400


   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 the number of shares outstanding of each of the issuer's classes
   of common stock, as of the latest practicable date.

   Common Stock Outstanding as of March 30, 1997: 31,958,217 shares

   <PAGE>

                             GIDDINGS & LEWIS, INC.

                                 Form 10-Q Index

                        For Quarter Ended March 30, 1997

                                                                         Page

   PART I. Financial Information

           Item 1.  Condensed Consolidated Statements of Income             3
    
                    Condensed Consolidated Statements of Cash Flows         4

                    Condensed Consolidated Balance Sheets                   5

                    Condensed Consolidated Statement of Changes in 
                       Shareholders' Equity                                 6

                    Notes to Condensed Consolidated Financial
                       Statements                                      7 - 10

           Item 2.  Management's Discussion and Analysis of 
                       Results of Operations and Financial
                       Condition                                      11 - 13


   PART II.     Other Information                                            
          

           Item 1.  Legal Proceedings                                 14 - 15

           Item 6.  Exhibits and Reports on Form 8-K                       16

           Signatures                                                      17

           Exhibit Index                                                   18

   <PAGE>

                             GIDDINGS & LEWIS, INC.
                   CONDENSED CONSOLIDATED STATEMENTS OF INCOME
                 (In Thousands Except Share and Per Share Data)

                                   (Unaudited)


                                                      
                                                         Three months ended  
                                                         Mar. 30      Mar. 31
                                                          1997         1996  

   Sales                                              $ 147,617     $ 192,420

   Costs and expenses:

       Cost of sales                                    107,875       149,725

       Selling, general and administrative expenses      20,175        20,404

       Depreciation and amortization                      5,776         5,480
                                                      ---------      --------
   Total operating expenses                             133,826       175,609
                                                      ---------      --------
   Operating income                                      13,791        16,811

   Interest expense, net                                  1,691         2,254

   Other expense/(income)                                     2          (108)
                                                      ---------      --------
   Income before provision for income taxes              12,098        14,665

   Provision for income taxes                             4,719         4,248
                                                      ---------      --------
   Net income                                         $   7,379      $ 10,417
                                                      =========      ========

   Per common share amounts:

       Net income                                     $     .22     $    .30
                                                      =========     ========
       Dividends declared                             $     .03     $    .03
                                                      =========     ========

   Average number of common shares outstanding        32,882,750  34,526,964


                             See accompanying notes.

   <PAGE>

                             GIDDINGS & LEWIS, INC.
                 CONDENSED CONSOLIDATED STATEMENTS OF CASH FLOWS
                           (In Thousands - Unaudited)

                                                           
                                                     Three months ended   
                                                   March 30,     March 31,
                                                      1997          1996  
   Operating activities:

       Net income                                   $  7,379     $  10,417

       Adjustments to reconcile net income to 
          net cash provided (used) by operating
          activities:

           Depreciation and amortization               5,776         5,480

           Net changes in working capital items       38,590       (18,784)

           Other                                      (4,555)        3,488
                                                    --------      --------
   Net cash provided by operating activities          47,190           601
                                                    --------      --------
   Investing activities:

       Additions to property, plant, and equipment    (3,124)       (5,564)

       Other                                            (349)          164
                                                    --------      --------
   Net cash used by investing activities              (3,473)       (5,400)
                                                    --------      --------
   Financing activities:

       Proceeds from draws on lines of credit              0        45,467

       Repayments under lines of credit              (15,930)      (47,000)

       Payment for repurchase of stock               (22,820)            0

       Proceeds from stock options exercised           7,152             0

       Cash dividends                                   (981)       (1,038)
                                                    --------      --------

   Net cash used by financing activities             (32,579)       (2,571)
                                                    --------      --------
   Effect of exchange rate changes on cash            (1,504)          245
                                                    --------      --------
   Net increase (decrease) in cash and 
     cash equivalents                                  9,634        (7,125)

   Cash and cash equivalents - beginning of period    71,658        14,216
                                                    --------      --------
   Cash and cash equivalents - end of period        $ 81,292      $  7,091
                                                    ========      ========

                             See accompanying notes.

   <PAGE>

                              GIDDINGS & LEWIS, INC
                      CONDENSED CONSOLIDATED BALANCE SHEETS
                            (In Thousands-Unaudited)

                                                    Mar. 30,      Dec. 31,
                                                      1997          1996  
 ASSETS
       Current Assets:
           Cash and cash equivalents               $  81,292     $  71,658
           Accounts receivable                       226,785       280,985
           Inventories                                84,383        88,969
           Deferred income taxes                      29,048        29,048
           Other current assets                        4,864         3,951
                                                   ---------     ---------
               Total current assets                  426,372       474,611

       Fixed assets - net                            116,361       118,484
       Costs in excess of net acquired assets
           and other intangible assets               183,435       185,276
       Deferred income taxes                          19,524        19,524
       Other assets                                   16,020        13,505
                                                   ---------     ---------
               TOTAL ASSETS                        $ 761,712     $ 811,400
                                                   =========     =========
   LIABILITIES & SHAREHOLDERS' EQUITY
       Current liabilities:
           Notes payable                           $  16,270     $  34,226
           Accounts payable                           30,618        30,141
           Accrued expenses and other liabilities    131,701       148,938
                                                   ---------     ---------
               Total current liabilities             178,589       213,305

           Long-term debt                                                 
                                                     100,000              
                                                                   100,000
           Long-term employee benefits and other
             long-term liabilities                    36,539        37,272
                                                   ---------     ---------
               Total liabilities                     315,128       350,577

       Contingencies                                       0             0

       Shareholders' equity:
           Common stock                                3,515         3,462
           Capital in excess of par                  335,767       328,668
           Retained earnings                         150,570       144,172
           Cumulative translation adjustment           4,691         6,755
                                                    --------      --------
                                                     494,543       483,057
           Less:
              Treasury Stock                         (41,459)      (18,639)
              Unamortized compensation expense        (6,500)       (3,595)
                                                    --------      --------
               Total shareholders' equity            446,584       460,823
                                                    --------      --------
               TOTAL LIABILITIES AND
                   SHAREHOLDERS' EQUITY            $ 761,712     $ 811,400
                                                   =========     =========

                             See accompanying notes.
   <PAGE>

   <TABLE>
    GIDDINGS & LEWIS, INC.
    CONDENSED CONSOLIDATED STATEMENT OF CHANGES IN SHAREHOLDERS' EQUITY
    THREE MONTHS ENDED MARCH 30, 1997
    (In Thousands Except Share Data)
   <CAPTION>

                                                     Capital in             Cumulative    Treasury   Unamortized      Total
                                   Common Stock       Excess of   Retained  Translation    Shares    Compensation Shareholders'
                              Shares        Amount       Par      Earnings   Adjustment   Purchased     Expense      Equity    
   <S>                       <C>            <C>        <C>       <C>          <C>         <C>          <C>           <C>
   Balance, 
       December 31, 1996     34,622,855     $3,462     $328,668  $144,172     $6,755      ($18,639)    ($3,595)      $460,823

   Net stock awards 
       and options              524,862         53        7,099         0          0             0      (3,315)         3,837

   Tax benefit related to
       vesting of stock
       options                                                0                                                             0

   Net income                                                       7,379                                               7,379

   Amortization of 
       compensation
       expense                                                                                             410            410

   Cash dividends                                                    (981)                                               (981)

   Translation
       adjustment                                                             (2,064)                                  (2,064)

   Repurchase of
       Common Stock                              0            0         0          0      (22,820)           0        (22,820)
                             ----------     ------     -------- ---------   --------     --------      -------       --------

   Balance,
       March 30, 1997        35,147,717     $3,515     $335,767  $150,570     $4,691     $(41,459)     ($6,500)      $446,584
                             ==========     ======     ======== =========    =======     ========      =======       ========


                                                       See accompanying notes

   </TABLE>

   <PAGE>

                             GIDDINGS & LEWIS, INC.

              NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS

                                 March 30, 1997
                                   (Unaudited)

   1. Basis of Presentation 

      The accompanying unaudited condensed consolidated financial statements
      have been prepared in accordance with generally accepted accounting
      principles for interim financial information and with the instructions
      to Form 10-Q and Article 10 of Regulation S-X.  Accordingly, they do
      not include all of the information and footnotes required by generally
      accepted accounting principles for complete financial statements.  In
      the opinion of management, all adjustments (consisting of normal
      recurring accruals) considered necessary for a fair presentation have
      been included.  Due to the nature of a substantial portion of the
      Company's business (i.e., long-term and complex contracts),
      significant adjustments are sometimes required to reflect experience
      and other factors.  Such adjustments are recorded as changes in
      estimates as part of the percentage-of-completion accounting in the
      period they become known.  Operating results for the three month
      period ended March 30, 1997 are not necessarily indicative of the
      results that may be expected for the year ending December 31, 1997. 
      For further information, refer to the consolidated financial
      statements and footnotes thereto included in the Company's Annual
      Report on Form 10-K for the year ended December 31, 1996 and
      Management's Discussion and Analysis of Results of Operations and
      Financial Condition included herein.

      The Company is organized into four major operating groups:  Automation
      Technology, Integrated Automation, Automation Measurement and Control,
      and European Operations.  The Automation Technology Group is
      responsible for the manufacture of cellular and flexible manufacturing
      systems, automated standalone machine tools, and machining centers,
      tooling, fixtures, castings and remanufacturing.  The Integrated
      Automation Group produces flexible transfer lines, flexible machining
      systems, and assembly automation systems.  Programmable industrial
      computers, servo systems, controls, and measurement products are
      offered by the Automation Measurement and Control Group.  The European
      Operations Group offers most of the Company's product lines through
      its sales, engineering, manufacturing, and service facilities in
      England and Germany.


   2.  Inventories
                                           March 30,    December 31,
                                             1997           1996    
                                                (in thousands)
             Raw materials               $   42,397      $  51,310  
             Work-in-process                 31,162         26,356 
             Finished goods                  10,824         11,303  
                                           ----------   ----------
                                         $   84,383     $   88,969  
                                         
                                           ==========   ==========

   3.  Contingencies

       The Company is involved in various environmental matters, including
       matters in which the Company and certain of its subsidiaries have
       been named as potentially responsible parties under the Comprehensive
       Environmental Response Compensation and Liability Act ("CERCLA"). 
       One such matter is the Company's implementation of a Wisconsin
       Department of Natural Resources ("WDNR") approved clean-up plan on a
       nine acre parcel of land adjacent to its former West Allis, Wisconsin
       manufacturing facility.  The Company has completed the soil removal
       portion of the plan and is currently engaged in limited groundwater
       monitoring to support its application to the WDNR for site closure.

       The Company has established accruals ($8.8 million and $9.1 million
       at March 30, 1997 and December 31, 1996, respectively) for all
       environmental contingencies of which management is currently aware in
       accordance with generally accepted accounting principles.  In
       establishing these accruals, management considered (a) reports of
       environmental consultants retained by the Company, (b) the costs
       incurred to date by the Company at sites where clean-up is presently
       ongoing and the estimated costs to complete the necessary remediation
       work remaining at such sites, (c) the financial solvency, where
       appropriate, of other parties that have been responsible for
       effecting remediation at specified sites, and (d) the experience of
       other parties who have been involved in the remediation of comparable
       sites.  The accruals recorded by the Company with respect to
       environmental matters have not been reduced by potential insurance or
       other recoveries and are not discounted.  Although the Company has
       and will continue to pursue such claims against insurance carriers
       and other responsible parties, future potential recoveries remain
       uncertain and, therefore, were not recorded as a reduction to the
       estimated gross environmental liabilities.  Based on the foregoing
       and given current information, management believes that future costs
       in excess of the amounts accrued on all presently known and
       quantifiable environmental contingencies will not be material to the
       Company's financial position or results of operations.

       In another matter, a Michigan Department of Environmental Quality
       ("State") investigation into alleged environmental violations at the
       Company's Menominee, Michigan facility resulted in the issuance of
       criminal complaints against the Company and two of its employees in
       November 1994.  The complaints, filed in Menominee County, Michigan
       district and circuit courts, generally focus on alleged releases of
       hazardous substances and the alleged illegal treatment and disposal
       of hazardous waste.  In December 1996, the seven charges then pending
       against the Company in circuit court were dismissed on the grounds
       that, among other things, the statute  under which the Company was
       charged is unconstitutional.  In February 1997, the Company and the
       State reached a tentative agreement which was subsequently reduced to
       a final written settlement and plea agreement and entered by the
       court on April 3, 1997.  The general parameters of the agreement are
       as follows:  (i)  the State dismissed with prejudice and released the
       Company from all charges and covenanted not to sue on any matters,
       administrative, civil or criminal, raised in the criminal complaint
       or investigation; (ii) the Company will reimburse the State's
       investigation costs in the amount of $492,000; (iii) the Company pled
       no contest (not admitting liability) to one misdemeanor charge; and
       (iv) the circuit court decision holding the statute under which the
       Company was charged unconstitutional was vacated.  With this final
       resolution, the cross appeals were dismissed.  The three misdemeanor
       counts against the two employees of the Company remain pending in
       district court.

       Also two civil lawsuits are pending against the Company in Menominee
       County, Michigan district court which seek unspecified damages based
       on allegations of improper disposal and emissions at the Menominee
       facility.  The Company remains committed to vigorously defending
       itself against all suits, charges and allegations to the extent they
       are not resolved on terms satisfactory to the Company.  Information
       presently available to the Company does not enable it to reasonably
       quantify potential civil or criminal penalties or remediation costs,
       if any, related to these civil lawsuits.

       The Company is also involved in other litigation and proceedings,
       including product liability claims.  In the case of product
       liability, the Company is partially self-insured and has accrued for
       all claim exposure for which a loss is probable and reasonably
       estimable.  Based on current information, management believes that
       future costs in excess of the amounts accrued for all such existing
       litigation will not be material to the Company's financial position
       or results of operations.

   4.  Stock Repurchase Program

       On March 18, 1997, the Company announced that the Board of Directors
       had authorized management to repurchase an additional 10% of the
       Company's outstanding common stock.  This is in addition to the 10%
       of outstanding stock which the Board in July 1996 authorized to be
       repurchased.  As in the past, future repurchases, if any, are
       expected to be made principally through open market transactions from
       time to time as the share price and market conditions warrant and as
       permitted by applicable law.  The Company intends to fund any such
       repurchases with cash from operations and additional short-term
       borrowings.  As of March 30, 1997, the Company had repurchased
       3,129,500 shares at an aggregate purchase price of $41.5 million,
       with 1,634,500 of those shares being purchased in the first quarter
       of 1997 at an aggregate purchase price of $22.8 million.

   5.  Earnings Per Share

       In February 1997, the Financial Accounting Standards Board issued
       Statement No. 128, Earnings per Share, which is required to be
       adopted on December 31, 1997.  At that time, the Company will be
       required to change the method currently used to compute earnings per
       share and to restate all prior periods.  Under the new requirements
       for calculating basic earnings per share, the dilutive effect of
       stock options will be excluded.  The impact of Statement 128 on the
       calculation of primary and fully diluted earnings per share for the
       first quarter ended March 30, 1997 and March 31, 1996 is not expected
       to be material.

   6.  Subsequent Event

       On April 28, 1997, Harnischfeger Industries, Inc. commenced an
       unsolicited tender offer for all outstanding shares of common stock
       of the Company at $19 per share (See "Other Events" in Management's
       Discussion and Analysis of Results of Operations and Financial
       Condition).

                             GIDDINGS & LEWIS, INC.

          Management's Discussion and Analysis of Results of Operations
                             and Financial Condition

                Results of Operations for the First Three Months
                            of 1997 Compared to 1996

   The following table sets forth the Company's bookings by operating group
   in the period and consolidated backlog at period-end on a quarterly basis
   for the period January 1, 1996 through March 30, 1997.

   <TABLE>
   <CAPTION>

                  Mar. 31,     June 30,      Sept. 29,     Dec. 31,     Mar. 30,
                    1996         1996          1996          1996         1997  
                                           (In Thousands)
    Operating group:
   <S>             <C>          <C>          <C>           <C>          <C>         
   Automation
     Technology    $ 85,581     $ 66,088     $ 68,864      $ 68,047     $ 84,413
   Integrated
     Automation      35,365       49,040       24,237        24,466       22,505
   European
     Operations      35,848       15,425       42,693        12,661        8,602
   Automation
     Measurement
     and Control     15,615       15,640       15,338        15,376       17,638
                   --------     --------     --------      --------     -------- 
   Consolidated
     bookings      $172,409     $146,193     $151,132      $120,550     $133,158
                   ========     ========     ========      ========     ========
   Consolidated
     backlog       $365,953     $305,989     $272,379      $208,298     $192,992
                   ========     ========     ========      ========     ========
   </TABLE>

   Bookings in the first three months of 1997 were $133.2 million compared to
   bookings in the first three months of 1996 of $172.4 million.  Automation
   Technology bookings of $84.4 million in the first three months of 1997
   decreased 1.4% from $85.6 million in the comparable period of 1996.
   Integrated Automation bookings in the first three months totaled $22.5
   million, a 36.4% decrease from the year earlier period of $35.4 million. 
   This decrease was due to the Company rebuilding its position with its
   automotive customers.  European Operations bookings decreased 76.0% from
   $35.8 million in the first three months of 1996 to $8.6  million in the
   first three months of 1997.  The decrease was due to a sluggish automotive
   market in Europe, which caused customer re-evaluation of build programs. 
   Automation Measurement and Control bookings of $17.6 million for the first
   three months of 1997 increased 13.0% from the comparable 1996 period
   bookings of $15.6 million.

   Consolidated net sales in the first three months of 1997 totaled $147.6
   million compared to $192.4 million in the year earlier period.  This
   decrease in net sales was due to the relatively low beginning backlog as
   well as the actions the Company has taken to increase the selectivity in
   the business booked.  Net sales for Automation Technology of $67.4 million
   decreased 29.7% from $95.8 million in the year earlier period.  Integrated
   Automation net sales of $37.0 million decreased 33.0% from $55.2 million
   in the first quarter of 1996.  European Operations sales in the first
   three months of 1997 were $25.2 million, an increase of 6.6% from $23.7
   million in the year earlier period.  Automation Measurement and Control
   net sales increased 1.7% to $18.0 million in the 1997 period compared to
   $17.7 million in the 1996 period.

   The consolidated gross margin percentage (before depreciation and
   amortization) for the first three months of 1997 was 26.9% as compared to
   22.2% for the comparable 1996 period.  This increase was the result of
   greater productivity, better pricing, and an improved mix of business.    

   Selling, general, and administrative expenses (before depreciation and
   amortization) increased as a percentage of sales to 13.7% for the first
   quarter of 1997 from 10.6% in the first quarter of 1996.  Under
   utilization of engineering resources because of lower bookings impacted
   the 1997 first quarter. 

   Net interest expense for the first quarter of 1997 declined to $1.7
   million as compared with $2.3 million in the first quarter of 1996 due to
   reduced borrowings as a result of an improved cash position.

   The provision for income taxes of $4.7 million for the first three months
   of 1997 is based on the estimated annual effective tax rate of 39% for
   1997.  The  provision for income taxes in the first three months of 1996
   shows the non-recurring tax benefit of $1.2 million related to the
   implementation of tax planning strategies to capture the benefit of
   foreign losses.  The Company's effective tax rate for the first three
   months of 1996 was 29%.

   Other Events

   On April 28, 1997, Harnischfeger Industries, Inc. ("HII") commenced an
   unsolicited tender offer (the "HII Offer") for all outstanding common
   stock of the Company at $19 per share in cash.  The Board of Directors of
   the Company has unanimously recommended that shareholders do not tender
   their shares pursuant to the HII Offer.  The Company's position with
   respect to the HII Offer is set forth in documents filed by the Company
   with the Securities and Exchange Commission on May 8, 1997.  See also Part
   II, Item 1, "Legal Proceedings."

   Liquidity and Capital Resources at March 30, 1997

   On March 30, 1997, the Company had $81.3 million of cash and cash
   equivalents on hand which was an increase of $9.6 million from the balance
   on hand at the beginning of the year.  For the first three months of 1997,
   operating activities contributed $47.0 million of cash.  Cash provided
   from working capital changes totaled $38.6 million.    

   Investing activities used $3.5 million for the first three months which
   included $3.1 million in capital expenditures. Financing activities used
   cash of $32.4 million which included repurchase of stock of $22.8 million
   and the repayment of $15.9 million under lines of credit. Offsetting these
   amounts was $7.3 million provided from stock transactions including the
   exercise of options under the Management Stock Purchase Program.

   On March 18, 1997, the Company announced that the Board of Directors had
   authorized management to repurchase an additional 10% of the Company's
   outstanding common stock. This is in addition to the 10% of outstanding
   stock that was authorized to be repurchased in July 1996.   As in the
   past, future repurchases, if any, are expected to be made principally
   through open market transactions from time to time as the share price  and
   market conditions warrant and as permitted by applicable law.  The Company
   intends to fund any such repurchases with cash from operations and
   additional short-term borrowings.  The repurchase program is not expected
   to materially impact the Company's liquidity.  During the first quarter of
   1997, the Company repurchased 1,634,500 shares at an aggregate purchase
   price of $22.8 million.

   The Company believes its cash flows from operations and funds available
   under domestic and foreign credit agreements will be adequate to finance
   capital expenditures and working capital requirements for the foreseeable
   future.

   <PAGE>

                           Part II - OTHER INFORMATION

                             Giddings & Lewis, Inc.

                                    Form 10-Q

                                 March 30, 1997


 Item 1.  Legal Proceedings

          On April 25, 1997, HII and DSFA Corporation, a wholly owned
          subsidiary of HII ("DSFA"), commenced an action in the United
          States District Court for the Eastern District of Wisconsin against
          the Company and certain of the Company's directors (the "HII 
          Action"). Harnischfeger Indus., Inc. v. Isles, et al., C.A. No. 
          97-C-0488.  In the complaint, HII and DSFA allege, among other 
          things, that the defendants have violated the disclosure 
          requirements of the Securities Exchange Act of 1934, and the rules
          and regulations promulgated by the Securities and Exchange Commission
          thereunder, by making false or misleading statements, or omitting to 
          state facts required to be disclosed in order to prevent other 
          statements from being misleading, in connection with: (i) disclosures
          in the Company's Proxy Statement for its 1997 Annual Meeting 
          describing the Company's Management Stock Purchase Program; (ii) 
          disclosures in such Proxy Statement concerning the number of nominees
          the Company nominated for election at its April 30, 1997 Annual 
          Meeting and the provisions of the By-laws concerning board size and
          composition; and (iii) disclosures in the Company's public filings
          concerning the Rights Agreement, dated as of August 23, 1995 (the
          "Rights Agreement"), between the Company and Firstar Trust Company,
          as Rights Agent.  In addition, HII and DSFA allege in the complaint
          in the HII Action that the defendants are now violating, and threaten
          to violate, their fiduciary duties to the Company's shareholders in
          connection with the consideration of HII's acquisition proposal and
          related matters.  Among other things, HII and DSFA allege that,
          under the circumstances present here, defendants have a fiduciary
          duty to redeem the Rights issued pursuant to the Rights Agreement
          and/or to cause them to be inapplicable to the HII Offer.

          On May 6, 1997, a putative class action was filed against the
          Company and certain of its directors in the Circuit Court of
          Milwaukee County, Wisconsin, entitled Charles Miller, et al v.
          Giddings & Lewis, Inc. et al, No. 97 CV 003823 (the "Milwaukee
          Action").  The complaint in the Milwaukee Action alleges, among
          other things, that the director defendants breached their fiduciary
          duties to the public shareholders of the Company by refusing to
          consider the HII Offer, using their positions to thwart other
          attempts to acquire the Company, and trying  to entrench themselves
          in their positions with the Company.  As relief, the complaint
          seeks, among other things: (i) a declaration that the action be
          certified as a proper class action; (ii) injunctive relief
          requiring that the director defendants cooperate fully with any
          entity or person, including HII, having a bonafide interest in
          proposing any transactions that would maximize shareholder value,
          and take all appropriate steps to maximize shareholder value; and
          (iii) damages, costs, and attorneys' fees.

          On May 13, 1997, an action was filed (both individually and on a
          derivative basis) against the Company and certain of its directors
          in the United States District Court for the Eastern District of
          Wisconsin (the "Eastern District Action").  Miller v. Isles, et al.,
          C.A. No. 97-C-0561.  The complaint in the Eastern District Action 
          alleges, among other things, that the director defendants breached
          their fiduciary duties to the public shareholders of the Company
          by refusing to consider the HII Offer, using their positions to 
          thwart other attempts to acquire the Company and trying to entrench
          themselves in their positions with the Company.  The complaint also
          alleges that the defendant directors breached their fiduciary duties
          and federal securities laws by failing to accurately disclose in
          the Company's Proxy Statement for its 1997 Annual Meeting matters
          relating to the Company's Management Stock Purchase Program and the
          number of director nominees standing for election at such Annual
          Meeting.  As relief, the complaint in the Eastern District 
          Action seeks, among other things: (i) a determination that the 
          action is a proper derivative action; (ii) unspecified compensatory
          damages for the breach by the defendant directors of their fiduciary
          duties; (iii) injunctive relief requiring the defendants to take all
          steps necessary to maximize shareholder value through a merger or 
          acquisition of the Company; (iv) injunctive relief requiring the 
          defendants to correct allegedly inaccurate disclosures in the 
          Company's Proxy Statement for its 1997 Annual Meeting and requiring
          defendants to redeem the Rights outstanding under the Rights 
          Agreement; (v) injunctive relief prohibiting certain
          amendments to the Company's Rights Agreement, charter or by-laws;
          (vi) declaratory relief invalidating proxies solicited in connection
          with the Company's 1997 Annual Meeting and invalidating actions 
          taken by the directors on or after April 30, 1997; and (vii) costs
          and attorneys' fees. 

          The Company believes that the claims set forth in the above-
          referenced actions are entirely without merit.

   <PAGE>

 Item 6.  Exhibits and Reports on Form 8-K

     (a)  Exhibits

             3.1    Amendment to By-laws effective as of the time of the 1997
                    Annual Meeting of Shareholders.

             3.2    Amendment to By-laws adopted after the 1997 Annual
                    Meeting of Shareholders.

             3.3    By-laws of Giddings & Lewis, Inc., as amended.

            10.1    Form of Amended and Restated Key Executive Employment and
                    Severence Agreement [Incorporated by reference to Exhibit
                    2 to Giddings & Lewis, Inc.'s Solicitation/Recommendation
                    Statement  on Schedule 14D-9, dated May 8, 1997.]

            10.2    Management Stock Purchase Program as Amended and
                    Restated,  dated April 30, 1997 [Incorporated by
                    reference to Exhibit 3 to Giddings & Lewis, Inc.'s
                    Solicitation/Recommendation Statement on Schedule 14D-9,
                    dated May 8, 1997.]

            10.3    Form of Award Agreement, as amended, for use in
                    connection  with the Giddings & Lewis, Inc. 1989 Stock
                    Option Plan.

            10.4    Form of Award Agreement, as amended, for use in
                    connection with the Giddings & Lewis, Inc. 1989
                    Restricted Stock Plan.

            10.5    Form of Restricted Stock Award Agreement, as amended, for
                    use in connection with the Giddings & Lewis, Inc. 1993
                    Stock and Incentive Plan.

            10.6    Form of Stock Option Award Agreement for use in
                    connection with the Giddings & Lewis, Inc. 1993 Stock and
                    Incentive Plan.

            10.7    Resolutions Authorizing Amendment of the Supplemental 
                    Executive Retirement Plan, dated April 30, 1997
                    [Incorporated by reference to Exhibit 13 to Giddings &
                    Lewis, Inc.'s Solicitation/Recommendation Statement on
                    Schedule 14D-9, dated May 8, 1997.]

            27      Financial Data Schedule (EDGAR Version only)

     (b)  Reports on Form 8-K

          The Company filed no Current Reports on Form 8-K during the quarter
          ended March 30, 1997.

   <PAGE>

                                   Signatures


   Pursuant to the requirements 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.


                                        Giddings & Lewis, Inc.




   Date:  May 14, 1997                  /s/ Marvin L. Isles                  
                                        Marvin L. Isles
                                        Chairman and Chief Executive Officer





   Date:  May 14, 1997                  /s/ Douglas E. Barnett               
                                        Douglas E. Barnett    
                                        Vice-President and Controller
                                        (Principal Financial and       
                                        Accounting Officer)
  <PAGE>

                                  EXHIBIT INDEX


   Exhibit No.      Exhibit Description                             

     (a)  Exhibits

             3.1    Amendment to By-laws effective as of the
                    time of the 1997 Annual Meeting of
                    Shareholders.

             3.2    Amendment to By-laws adopted after the
                    1997 Annual Meeting of Shareholders.

             3.3    By-laws of Giddings & Lewis, Inc., as
                    amended.

            10.1    Form of Amended and Restated Key
                    Executive Employment and Severence
                    Agreement [Incorporated by reference to
                    Exhibit 2 to Giddings & Lewis, Inc.'s
                    Solicitation/Recommendation Statement 
                    on Schedule 14D-9, dated May 8, 1997.]

            10.2    Management Stock Purchase Program as
                    Amended and Restated, dated April 30,
                    1997 [Incorporated by reference to
                    Exhibit 3 to Giddings & Lewis, Inc.'s
                    Solicitation/Recommendation Statement on
                    Schedule 14D-9, dated May 8, 1997.]

            10.3    Form of Award Agreement, as amended, for
                    use in connection  with the Giddings &
                    Lewis, Inc. 1989 Stock Option Plan.

            10.4    Form of Award Agreement, as amended, for
                    use in connection with the Giddings &
                    Lewis, Inc. 1989 Restricted Stock Plan.

            10.5    Form of Restricted Stock Award
                    Agreement, as amended, for use in
                    connection with the Giddings & Lewis,
                    Inc. 1993 Stock and Incentive Plan.

            10.6    Form of Stock Option Award Agreement for
                    use in connection with the Giddings &
                    Lewis, Inc. 1993 Stock and Incentive
                    Plan.

            10.7    Resolutions Authorizing Amendment of the
                    Supplemental Executive Retirement Plan,
                    dated April 30, 1997 [Incorporated by
                    reference to Exhibit 13 to Giddings &
                    Lewis, Inc.'s Solicitation/
                    Recommendation Statement on Schedule
                    14D-9, dated May 8, 1997.]

            27      Financial Data Schedule (EDGAR Version only)