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 October 1, 1995 

                                       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 October 1, 1995:  34,422,043 shares

   <PAGE>
                             GIDDINGS & LEWIS, INC.

                                 Form 10-Q Index

                        For Quarter Ended October 1, 1995

                                                                         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 - 9

           Item 2.  Management's Discussion and Analysis of 
                      Results of Operations and Financial
                      Condition                                       10 - 12


   PART II.     Other Information

           Item 6.  Exhibits and Reports on Form 8-K                  13 - 14

           Signatures                                                      15

           Exhibit Index                                                   16



                                         2
   <PAGE>
   <TABLE>
                             GIDDINGS & LEWIS, INC.
                   CONDENSED CONSOLIDATED STATEMENTS OF INCOME

                 (In Thousands Except Share and Per Share Data)
                                   (Unaudited)
   <CAPTION>
                                      Three months ended         Nine months ended  
                                     Oct. 1,      Oct. 2,      Oct. 1,      Oct. 2,
                                      1995         1994         1995         1994   

   <S>                              <C>         <C>           <C>         <C>
   Net sales                         $ 195,921   $ 166,100     $ 521,622   $ 433,935

   Costs and expenses:

      Cost of sales                    153,663     131,476       409,860     340,185

      Selling, general and
         administrative expenses        18,601      15,526        48,749      43,522

      Depreciation and amortization      5,867       3,870        15,226      12,054
                                      --------    --------     ---------    --------
   Total operating expenses            178,131     150,872       473,835     395,761
                                      --------    --------     ---------    --------
   Operating income                     17,790      15,228        47,787      38,174

   Interest (income)/expense, net        3,399        (138)        6,415        (757)

   Other (income)/expense                  253        (468)          115        (404)
                                      --------    --------      --------    --------
   Income before provision           
      for income taxes                  14,138      15,834        41,257      39,335
 
   Provision for income taxes            5,595       6,025        16,299      15,426
                                      --------    --------      --------    --------
   Net income                        $   8,543   $   9,809     $  24,958   $  23,909
                                      ========    ========      ========    ========
   Per common share amounts: 

       Net income                    $     .25   $     .29     $     .73   $     .70
                                      ========    ========      ========    ========
       Dividends declared            $     .03   $     .03     $     .09   $     .09
                                      ========    ========      ========    ========

   Average number of common
      shares outstanding            34,409,742  34,290,599    34,390,048  34,280,033

   </TABLE>

                             See accompanying notes.

                                           3

   <PAGE>
   <TABLE>
                             GIDDINGS & LEWIS, INC.
                 CONDENSED CONSOLIDATED STATEMENTS OF CASH FLOWS
                                 (In Thousands)
                                   (Unaudited)
   <CAPTION>


                                          Three months ended       Nine months ended 
                                          Oct. 1,    Oct. 2,      Oct. 1,      Oct. 2,
                                           1995       1994         1995         1994  

   <S>                                 <C>         <C>          <C>          <C>  
   Operating activities:
      Net income                        $   8,543  $   9,809    $  24,958    $  23,909
      Adjustments to reconcile net 
      income to net cash provided 
      (used) by operating activities:
        Depreciation and amortization       5,867      3,870       15,226       12,054
        Net changes in working capital 
             items, net of the effects 
             of Fadal acquisition          (1,619)   (48,894)     (41,947)     (44,472)
        Other                              (7,719)       514       (8,701)      (2,035)
                                         --------   --------     --------     --------
   Net cash provided (used) by 
      operating activities                  5,072    (34,701)     (10,464)     (10,544)
                                         --------   --------     --------     --------
   Investing activities:
      Purchase of Fadal Engineering 
        Company, Inc.                           -          -     (179,579)           -
      Additions to property, plant, 
        and equipment                      (3,907)    (3,871)     (11,194)     (12,445)
      Other                                  (901)        97          347        3,587
                                         --------   --------     --------     --------
   Net cash used by investing
    activities                             (4,808)    (3,774)    (190,426)      (8,858)

   Financing activities:
      Proceeds from draws on line of
        credit                             41,000          -      320,938            -
      Repayments under lines of credit   (137,168)         -     (233,168)           -
      Proceeds from sale of debt
        securities                        100,000          -      100,000            -
      Payment for debt issue costs         (1,151)         -       (1,151)           -
      Proceeds from stock options 
        exercised                               -         32            -          488
      Cash dividends                       (1,033)    (1,030)      (3,097)      (3,087)
      Payment for redemption of
        preferred share purchase
        rights                               (172)         -         (172)           -
                                         --------   --------     --------     --------
   Net cash provided (used) by 
      financing activities                  1,476       (998)     183,350       (2,599)
                                         --------   --------     --------     --------
   Effect of exchange rate 
      changes on cash                         165      1,316          323        3,546
                                         --------   --------     --------     --------
   Net increase (decrease) in cash
      and cash equivalents                  1,905    (38,157)     (17,217)     (18,455)

   Cash and cash equivalents - 
      beginning of period                   4,950     73,579       24,072       53,877
                                        ---------   --------     --------     --------
   Cash and cash equivalents - 
      end of period                    $    6,855  $  35,422    $   6,855    $  35,422
                                        =========   ========     ========     ========
   </TABLE>

                             See accompanying notes.

                                       4
   <PAGE>
                             GIDDINGS & LEWIS, INC.
                      CONDENSED CONSOLIDATED BALANCE SHEETS
                                 (In Thousands)


                                               October 1,     December 31,
                                                   1995            1994    

   ASSETS

      Current assets:
        Cash and cash equivalents                $  6,855      $ 24,072
        Accounts receivable                       372,002       343,881
        Inventories                               114,453        74,823
        Deferred income taxes                       9,455         9,455
        Other current assets                        6,398        10,923
                                                 --------      --------
           Total current assets                   509,163       463,154

      Fixed assets - net                          121,941       107,164
      Costs in excess of net acquired assets
        and other intangible assets               204,897        84,997
      Other assets                                 17,019        12,943
      Deferred income taxes                        18,513        18,968
                                                 --------      --------
           TOTAL ASSETS                          $871,533      $687,226
                                                 ========      ========

   LIABILITIES & SHAREHOLDERS' EQUITY

      Current liabilities:
        Notes payable                              87,770             -
        Accounts payable                           53,382        76,562
        Accrued expenses and other liabilities     76,218        78,912
                                                 --------      --------
           Total current liabilities              217,370       155,474

      Long-term debt                              100,000             -
      Long-term employee benefits and other
        long-term liabilities                      42,350        46,454
                                                 --------      --------
           Total liabilities                      359,720       201,928

      Contingencies

      Shareholders' equity:                 
        Class A preferred stock                         -             -
        Common stock                                3,442         3,429
        Capital in excess of par                  326,471       325,063
        Retained earnings                         180,318       158,457
        Cumulative translation adjustment           4,173           174
        Unamortized compensation expense           (2,591)       (1,825)
                                                 --------      --------
           Total shareholders' equity             511,813       485,298
                                                 --------      --------
           TOTAL LIABILITIES AND 
             SHAREHOLDERS' EQUITY                $871,533      $687,226
                                                 ========      ========

                             See accompanying notes.

                                        5
   <PAGE>
   <TABLE>
                                                       GIDDINGS & LEWIS, INC.

                                 CONDENSED CONSOLIDATED STATEMENT OF CHANGES IN SHAREHOLDERS' EQUITY

                                                  NINE MONTHS ENDED OCTOBER 1, 1995

                                                (In Thousands, Except Share Amounts)
                                                                        
                                                             (Unaudited)

   <CAPTION>
                                                                                     
                                        Common Stock        Capital in                 Cumulative    Unamortized       Total
                                                             Excess of     Retained    Translation   Compensation  Shareholders'
                                     Shares      Amount         Par        Earnings    Adjustment       Expense        Equity   

    <S>                           <C>             <C>          <C>         <C>             <C>           <C>           <C>
    Balance, December 31, 1994    34,294,404      $3,429       $325,063    $158,457        $  174        $(1,825)      $485,298

    Net stock awards and
      options                        127,639          13          1,386                                   (1,960)          (561)

    Tax benefit related to 
      vesting of restricted
      stock                                                         194                                                     194

    Net income                                                               24,958                                      24,958

    Amortization of
      compensation expense                                                                                 1,194          1,194

    Cash dividends                                                           (3,097)                                     (3,097)

    Payment for redemption of
      preferred share 
      purchase rights                                              (172)                                                   (172)

    Translation adjustment                                                                  3,999                         3,999

    Other                                  -           -              -           -             -              -              -
                                  ----------      ------       --------    --------        ------        -------       --------

    Balance, October 1, 1995      34,422,043      $3,442       $326,471    $180,318        $4,173        $(2,591)      $511,813
                                  ==========     =======       ========    ========        ======        =======       ========
   </TABLE>

                                     See accompanying notes.

                                                 6

   <PAGE>
                             GIDDINGS & LEWIS, INC.

              NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS

                                 OCTOBER 1, 1995

                                   (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 became known.  Operating results for the nine-month period
      ended October 1, 1995 are not necessarily indicative of the results
      that may be expected for the year ending December 31, 1995.  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, 1994.

      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 smart manufacturing
      systems, automated standalone machine tools and machining centers,
      tooling and fixtures, and remanufacturing.  The Integrated Automation
      Group produces assembly automation products and systems and flexible
      transfer lines.  Programmable industrial computers, servo systems,
      controls, and measurement products are offered by the Automation
      Measurement and Control Group.  The European Operations Group offers
      the Company's complete product lines through its sales, engineering,
      manufacturing, and service facilities in England and Germany.

   2.  Inventories
                                          October 1,    December 31,
                                             1995           1994    
                                                (in thousands)
             Raw materials               $   47,095      $  37,166  
             Work-in-process                 56,139         27,568 
             Finished goods                  11,219         10,089  
                                         ----------     ----------
                                         $  114,453     $   74,823  
                                         ==========     ==========

   3.  Purchase of Fadal Engineering Company, Inc.

       On April 24, 1995, a wholly owned subsidiary of the Company acquired
       for $180,193,000 ($179,579,000 as adjusted for postclosing
       adjustments) (a) all of the issued and outstanding shares of capital
       stock of Fadal Engineering Company, Inc. (Fadal) and (b) the land and
       building used by Fadal and leased from a related partnership.  To
       provide financing for the acquisition, the Company (a) entered into
       an unsecured $100 million revolving credit facility dated as of April
       24, 1995 (the "1995 Credit Agreement") and (b) amended its

                                        7

   <PAGE>
       unsecured $175 million revolving credit facility dated as of
       December 21, 1992 (the "1992 Credit Agreement").  The Company
       borrowed $61,579,000 under the 1995 Credit Agreement and 
       $118,000,000 under the 1992 Credit Agreement to finance the
       acquisition.  (See further discussion regarding debt financing below.)
       Approximately $120 million of the purchase price was allocated to cost
       in excess of net acquired assets and other intangible assets.  Certain
       principals and other employees of Fadal entered into noncompetition
       and/or employment agreements in connection with the transaction.  The
       operations of Fadal have been included in the Company's Automation
       Technology Group since the date of the acquisition.  Details regarding
       the Fadal acquisition were previously reported by the Company in Current
       Reports on Form 8-K, dated as of April 24, 1995 and July 19, 1995,
       filed with the Securities and Exchange Commission.

       The proforma unaudited results of operations for the nine months
       ended October 1, 1995 and October 2, 1994, assuming consummation of
       the Fadal acquisition as of January 1, 1994, are as follows:


                                          Nine months ended

                                 October 1, 1995        October 2, 1994
                                (in thousands, except per share data) 

       Net sales                    $  574,616           $  531,431

       Net income                       28,287               27,963

       Net income per common
        share                            $ .82                $ .82


   4.  Debt Financing

       On September 26, 1995, the Company agreed to sell $100,000,000
       principal amount of its 7 1/2% Notes Due 2005 (the "Notes") in a
       public offering.  The net proceeds from the sale of the Notes
       (approximately $98.9 million) were used to repay, in full, the
       remaining $47.0 million of borrowings under the 1995 Credit Agreement
       and the remaining net proceeds of $51.9 million were used to reduce
       borrowings under the 1992 Credit Agreement.  

   5.  Contingencies

       The Company is involved in various environmental matters, including
       matters in which the Company and certain of its subsidiaries or
       alleged predecessors have been named as potentially responsible
       parties under the Comprehensive Environmental Response Compensation
       and Liability Act (CERCLA).  These matters include a soil and water
       contamination matter at the Company's former West Allis, Wisconsin
       facility.  In 1992, the Company was notified by the Wisconsin
       Department of Natural Resources (WDNR) of contamination at the West
       Allis site.  In 1994, the Company sold most of the site, including
       the manufacturing facility.  The Company is currently implementing a
       WDNR approved clean-up plan on the portion of the site that was not
       sold.

       The Company has established accruals ($10.3 million and $13.8 million
       at October 1, 1995 and December 31, 1994, 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

                                           8

   <PAGE>
       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 Natural Resources
       investigation into alleged environmental violations at the Company's
       Menominee, Michigan facility has resulted in the issuance of a
       criminal complaint against the Company and two of its employees.  The
       complaint generally is focused on alleged releases of hazardous
       substances and the alleged illegal treatment and disposal of
       hazardous wastes.  Two civil lawsuits are also pending which allege
       improper disposal and emissions at this facility.  The Company is
       vigorously defending itself against all charges and allegations. 
       Information presently available to the Company does not enable it to
       reasonably estimate potential civil or criminal penalties, or
       remediation costs, if any, related to this matter.

       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 existing
       litigation will not be material to the Company's financial position
       or results of operations.








                                       9

   <PAGE>
                             GIDDINGS & LEWIS, INC.

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

                 Results of Operations for the First Nine Months
                            of 1995 Compared to 1994


   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 July 4, 1994 through October 1, 1995.


   <TABLE>
   <CAPTION>
                      Oct. 2,     Dec. 31,      April 2,       July 2,      Oct. 1,
                       1994         1994          1995          1995         1995  
                                             (In Thousands)
   <S>               <C>          <C>           <C>          <C>          <C>   
   Operating group:
   Automation
     Technology      $ 28,973     $ 40,116      $ 41,523     $ 76,765     $ 83,534
   Integrated
     Automation        94,705       91,226        91,420       64,884       39,091
   European
     Operations        12,141        8,759         8,680       27,459       24,470
   Automation
     Measurement
     and Control       16,964       17,948        17,741       19,364       14,698
                     --------     --------      --------     --------     --------
   Consolidated
     bookings        $152,783     $158,049      $159,364     $188,472     $161,793
                     ========     ========      ========     ========     ========
   Consolidated
     backlog         $449,969     $422,172      $430,121     $478,324     $442,507
                     ========     ========      ========     ========     ========
   </TABLE>


   Bookings in the first nine months of 1995 were $509.6 million compared to
   bookings in the first nine months of 1994 of $491.4 million.  Automation
   Technology bookings of $201.8 million in the first nine months of 1995
   increased 117.6% from $92.7 million in the comparable period of 1994
   primarily as a result of the acquisition of Fadal in April 1995 and the
   demand for the new RAM machining centers which were introduced in the
   second half of 1994.  Integrated Automation bookings in the first nine
   months totalled $195.4 million, a 40.1% decrease from the year earlier
   period of $326.2 million due to the timing of order placement for large
   automotive contracts.  The domestic automotive sector continues to be a
   major source for new orders for this group.  Although European Operations
   bookings increased 152.0% from a very low $24.1 million in the first nine
   months of 1994 to $60.6 million in the first nine months of 1995, the
   Company continues to monitor the outlook for bookings, relative to
   capacity, at its German operation.  Automation Measurement and Control
   bookings of $51.8 million for the first nine months of 1995 increased 6.9%
   over the comparable 1994 period bookings of $48.4 million.  Much of this
   increase was attributed to orders from the domestic automotive industry.


   Bookings in the third quarter of 1995 were $161.8 million compared to
   bookings in the third quarter of 1994 of $152.8 million.  Automation
   Technology bookings were $83.5 million in the third quarter of 1995, an
   increase of 188.3% from $29.0 in the third quarter of 1994.  Integrated
   Automation bookings of $39.1 million in the third quarter of 1995
   decreased 58.7% from $94.7 million in the third quarter of 1994.  European
   Operations bookings increased 101.5% from $12.1 million in the third
   quarter 1994 to $24.5 million in the third quarter of 1995.  Automation
   Measurement and Control bookings of $14.7 million for the third quarter of
   1995

                                         10

  <PAGE>

   decreased 13.4% from $17.0 million in the third quarter of 1994.  The
   reasons for the fluctuations in third quarter bookings (1995 vs. 1994) are
   essentially the same as those noted in the previous paragraph relating to
   the nine-month results, except for Automation Measurement and Control
   Group which experienced a general decline in bookings in the third quarter
   of 1995 compared to the prior year period.

   Consolidated net sales in the first nine months of 1995 totalled $521.6
   million compared to $433.9 million in the year earlier period.  The
   increase in net sales was related to the strong bookings in first half of
   1994 and the addition of Fadal in April 1995.  Net sales for Automation
   Technology of $202.9 million increased 61.3% from $125.8 million in the
   year earlier period.  Integrated Automation net sales of $201.2 million
   increased 13.7% from $176.9 million.  European Operations sales in the
   first nine months of 1995 were $63.7 million, a decrease of 25.6% from
   $85.7 million in the year earlier period as certain major automotive
   contracts near completion.  Automation Measurement and Control net sales
   increased 18.1% to $53.8 million in the 1995 period compared to $45.5
   million in the 1994 period.

   Consolidated net sales increased from $166.1 million in the third quarter
   of 1994 to $195.9 million in the third quarter of 1995.  In the third
   quarter of 1995, Automation Technology net sales totalled $91.9 million
   compared to $41.0 million in the year earlier period.  Integrated
   Automation net sales of $66.8 million in the third quarter of 1995
   decreased from $75.0 million in the comparable 1994 period.  European
   Operations net sales in the third quarter of 1995 were $19.3 million, a
   43.7% decrease from 1994 third quarter net sales of $34.3 million.  Net
   sales for the Automation Measurement and Control group were $17.9 million
   in the third quarter of 1995 compared to $15.8 million in the year earlier
   period.    

   The consolidated gross margin percentages (before depreciation and
   amortization) for the first nine months and the third quarter of 1995 were
   21.4% and 21.6%, respectively, as compared to 21.6% and 20.8% for the
   comparable 1994 periods. The increase in the gross margin percentage in
   the third quarter 1995 was primarily due to the benefit from the inclusion
   of Fadal, offset by higher than expected development costs related to the
   introduction of RAM machining centers at Automation Technology and excess
   program costs on certain contracts at Integrated Automation, all of which
   are expected to impact fourth quarter 1995 margins as well.

   Selling, general, and administrative expenses (before depreciation and
   amortization) decreased as a percentage of sales to 9.3% in the first nine
   months of 1995 from 10.0% in the year earlier period, and increased to
   9.5% for the third quarter of 1995 from 9.3% in the third quarter of 1994. 
   The improvement in the first nine months of 1995 over the comparable
   period in 1994 is largely due to the favorable settlement associated with
   the successful defense of a patent infringement case in the second quarter
   of 1995.  

   Net interest (income)/expense for the first nine months and third quarter
   of 1995 of $6.4 million and $3.4 million, respectively, increased from
   ($.8) million and ($.1) million, respectively, in the comparable 1994
   periods.  The increase in net interest expense is mainly attributable to
   increased borrowings resulting from the acquisition of Fadal.  

   The provision for income taxes of $16.3 million and $5.6 million for the
   first nine months and third quarter of 1995, respectively, is based on the
   estimated annual effective tax rate for 1995.  The Company's effective tax
   rate for the first nine months of 1995 amounted to 39.5% as compared to
   39.2% for the year earlier period.  

   Liquidity and Capital Resources at October 1, 1995

   On October 1, 1995, the Company had $6.9 million of cash and cash
   equivalents on

                                       11

 <PAGE>
   hand which was a decrease of $17.2 million from the balance on hand at
   the beginning of the year.  For the first nine months of 1995, operating
   activities used $10.5 million of cash.  Cash used by working capital
   changes totaled $41.9 million due primarily to the build up of
   inventory of contracts in progress and the decrease in accounts payable. 
   Investing activities used $190.4 million for the first nine months which
   included $179.6 million for the purchase of Fadal and $11.2 million in
   capital expenditures.  Financing activities provided cash of $183.4
   million which included proceeds from draws on lines of credit of $320.9
   million along with $98.9 million of net proceeds from the sale of the
   Company's 7 1/2% Notes less repayments under lines of credit of $233.2
   million and payments for dividends and the redemption of preferred share
   purchase rights totalling $3.1 million.  Approximately $98.9 million of
   the proceeds from the sale of the Notes was used to repay borrowings under
   the lines of credit.  See Note 4 of Notes to Condensed Consolidated
   Financial Statements.  

   The Company believes its cash flows from operations and funds available
   from existing or anticipated borrowing arrangements will be adequate to
   finance capital expenditures and working capital requirements for the
   foreseeable future.








                                 12

   <PAGE>

                           Part II - OTHER INFORMATION

                             Giddings & Lewis, Inc.

                                    Form 10-Q

                                 October 1, 1995


   Item 6.  Exhibits and Reports on Form 8-K

            (a)  Exhibits

                  3.1 Articles of Amendment relating to Class A Preferred
                      Stock, Series B, of Giddings & Lewis, Inc. 

                  3.2 Restated Articles of Incorporation of
                      Giddings & Lewis, Inc., as amended to date.

                  4.1 Indenture between Giddings & Lewis, Inc. and Firstar
                      Trust Company, as Trustee, dated as of August 7, 1995
                      [Incorporated by reference to Exhibit 4.1 to Amendment
                      No. 1 to Giddings & Lewis, Inc.'s Registration
                      Statement on Form S-3 (Registration No. 33-61237)]

                  4.2 Officer's Certificate, dated as of September 26, 1995,
                      relating to Giddings & Lewis, Inc.'s 7 1/2% Notes due
                      2005 [Incorporated by reference to Exhibit 4 to
                      Giddings & Lewis, Inc.'s Current Report on Form 8-K,
                      dated September 26, 1995]

                  4.3 Rights Agreement, dated as of August 23, 1995, between
                      Giddings & Lewis, Inc. and Firstar Trust Company, as
                      Rights Agent [Incorporated by reference to Exhibit 4.1
                      to Giddings & Lewis, Inc.'s Current Report on Form 8-
                      K, dated August 23, 1995]

                  27  Financial Data Schedule

            (b)  Reports on Form 8-K

                  The Company filed a Current Report on Form 8-K, dated
                  July 19, 1995, under Item 5 to update certain financial
                  information related to the acquisition of Fadal Engineering
                  Company, Inc.  This Form 8-K included historical financial
                  statements of Fadal Engineering Company, Inc. at and for
                  the three months ended April 2, 1995 and March 31, 1994 and
                  pro forma financial statements of the Company at and for
                  the three months ended April 2, 1995.






                                         13

  
<PAGE>
                  The Company filed a Current Report on Form 8-K, dated
                  August 23, 1995, under Items 5 and 7 to report the
                  declaration of a dividend of preferred share purchase
                  rights in connection with the execution and delivery of a
                  new Rights Agreement between the Company and Firstar Trust
                  Company.  The Company also reported its decision to redeem
                  the existing preferred share purchase rights.  

                  The Company filed a Current Report on Form 8-K, dated
                  September 26, 1995, under Items 5 and 7 to report entering
                  into an agreement to sell $100,000,000 principal amount of
                  the Company's 7 1/2% Notes due 2005 in a public offering.
















                                      14
   <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:        November 13, 1995            /s/ Joseph R. Coppola           
                                             Joseph R. Coppola
                                             Chairman and Chief Executive
                                             Officer



   Date:        November 13, 1995            /s/ Richard C. Kleinfeldt       
                                             Richard C. Kleinfeldt
                                             Vice-President - Finance and
                                             Secretary (Chief Financial and 
                                             Accounting Officer)

















                                      15
   <PAGE>
                                  EXHIBIT INDEX


   Exhibit No.           Exhibit Description

       3.1       Articles of Amendment relating to Class A Preferred Stock,
                 Series B, of Giddings & Lewis, Inc. 

       3.2       Restated Articles of Incorporation of Giddings & Lewis,
                 Inc., as amended to date.

       4.1       Indenture between Giddings & Lewis, Inc. and Firstar Trust
                 Company, as Trustee, dated as of August 7, 1995
                 [Incorporated by reference to Exhibit 4.1 to Amendment No. 1
                 to Giddings & Lewis, Inc.'s Registration Statement on Form
                 S-3 (Registration No. 33-61237)]

       4.2       Officer's Certificate, dated as of September 26, 1995,
                 relating to Giddings & Lewis, Inc.'s 7 1/2% Notes due 2005
                 [Incorporated by reference to Exhibit 4 to Giddings & Lewis,
                 Inc.'s Current Report on Form 8-K, dated September 26, 1995]

       4.3       Rights Agreement, dated as of August 23, 1995, between
                 Giddings & Lewis, Inc. and Firstar Trust Company, as Rights
                 Agent [Incorporated by reference to Exhibit 4.1 to
                 Giddings & Lewis, Inc.'s Current Report on Form 8-K, dated
                 August 23, 1995]

       27        Financial Data Schedule










                                    16