ARTICLES OF AMENDMENT
                                   relating to
                        CLASS A PREFERRED STOCK, SERIES B
                                       of
                             GIDDINGS & LEWIS, INC.


                                                                     

                   Pursuant to Sections 180.0602 and 180.1002
                    of the Wisconsin Business Corporation Law

                                                                     



             I, Richard C. Kleinfeldt, Vice President-Finance and Secretary
   of Giddings & Lewis, Inc., a corporation organized and existing under the
   Wisconsin Business Corporation Law (the "Corporation"), in accordance with
   the provisions of Sections 180.0602 and 180.1002 hereof, DO HEREBY CERTIFY
   THAT:

        A.   Pursuant to the authority conferred upon the Board of Directors
   by the Restated Articles of Incorporation, as amended, of the Corporation
   and in accordance with Sections 180.0602 and 180.1002 of the Wisconsin
   Business Corporation Law, the Board of Directors of the Corporation
   adopted a resolution on August 23, 1995, creating a series of shares of
   Class A Preferred Stock, $.10 par value, of the Corporation, designated as
   Class A Preferred Stock, Series B.

        B.   Said resolution of the Board of Directors of the Corporation
   creating the series designated as Class A Preferred Stock, Series B,
   provides that said series shall have such designation and number of shares
   and such preferences, limitations and relative rights as are set forth in
   the paragraph below, which paragraph shall constitute Paragraph (6) of
   Section B of Article IV of the Corporation's Restated Articles of
   Incorporation:

           (6)  Class A Preferred Stock, Series B.

                     (i)  Designation and Amount.  There is hereby
           created a series of Class A Preferred Stock which shall
           be designated as "Class A Preferred Stock, Series B" (the
           "Class A Preferred Stock, Series B"); the number of
           shares constituting such series shall be Seven Hundred
           Thousand (700,000).  Such number of shares may be
           increased or decreased by resolution of the Board of
           Directors; provided, that no decrease shall reduce the
           number of shares of Class A Preferred Stock, Series B, to
           a number less than the number of shares then outstanding
           plus the number of shares reserved for issuance upon the
           exercise of outstanding options, rights or warrants or
           upon the conversion of any outstanding securities issued
           by the Corporation into Class A Preferred Stock,
           Series B.

                     (ii) Dividends and Distributions.

                     (I)  The holders of shares of Class A
                Preferred Stock, Series B, in preference to the
                holders of Common Stock of the Corporation and
                of any other junior stock, shall be entitled to
                receive, when, as and if declared by the Board
                of Directors out of funds legally available for
                the purpose, quarterly dividends payable in
                cash on the first business days of January,
                April, July and October in each year (each such
                date being referred to herein as a "Quarterly
                Dividend Payment Date"), commencing on the
                first Quarterly Dividend Payment Date after the
                first issuance of a share or fraction of a
                share of Class A Preferred Stock, Series B, in
                an amount per share (rounded to the nearest
                cent) equal to the greater of (a) $1.00 or (b)
                subject to the provision for adjustment
                hereinafter set forth, 100 times the aggregate
                per share amount of all cash dividends, and 100
                times the aggregate per share amount (payable
                in kind) of all noncash dividends or other
                distributions, other than a dividend payable in
                shares of Common Stock or a subdivision of the
                outstanding shares of Common Stock (by
                reclassification or otherwise), declared on the
                Common Stock since the immediately preceding
                Quarterly Dividend Payment Date, or, with
                respect to the first Quarterly Payment Date,
                since the first issuance of any share or
                fraction of a share of Class A Preferred Stock,
                Series B.  In the event the Corporation shall
                at any time after August 23, 1995 (the "Rights
                Declaration Date") (i) declare any dividend on
                Common Stock payable in shares of Common Stock,
                (ii) subdivide the outstanding Common Stock, or
                (iii) combine the outstanding Common Stock into
                a smaller number of shares, then in each such
                case the amount to which holders of shares of
                Class A Preferred Stock, Series B, were
                entitled immediately prior to such event under
                clause (b) of the preceding sentence shall be
                adjusted by multiplying such amount by a
                fraction the numerator of which is the number
                of shares of Common Stock that are outstanding
                immediately after such event and the
                denominator of which is the number of shares of
                Common Stock that were outstanding immediately
                prior to such event.

                     (II) The Corporation shall declare a
                dividend or distribution on the Class A
                Preferred Stock, Series B, as provided in
                paragraph (I) above immediately after it
                declares a dividend or distribution on the
                Common Stock (other than a dividend payable in
                shares of Common Stock); provided that, in the
                event no dividend or distribution shall have
                been declared on the Common Stock during the
                period between any Quarterly Dividend Payment
                Date and the next subsequent Quarterly Dividend
                Payment Date, a dividend of $1.00 per share on
                the Class A Preferred Stock, Series B, shall
                nevertheless be payable on such subsequent
                Quarterly Dividend Payment Date.

                     (III)       Dividends shall begin to
                accrue and be cumulative on outstanding shares
                of Class A Preferred Stock, Series B, from the
                Quarterly Dividend Payment Date next preceding
                the date of issue of such shares of Class A
                Preferred Stock, Series B, unless the date of
                issue of such shares is prior to the record
                date for the first Quarterly Dividend Payment
                Date, in which case dividends on such shares
                shall begin to accrue from the date of issue of
                such shares, or unless the date of issue is a
                Quarterly Dividend Payment Date or is a date
                after the record date for the determination of
                holders of shares of Class A Preferred Stock,
                Series B, entitled to receive a quarterly
                dividend and before such Quarterly Dividend
                Payment Date, in either of which events such
                dividends shall begin to accrue and be
                cumulative from such Quarterly Dividend Payment
                Date. Accrued but unpaid dividends shall not
                bear interest.  Dividends paid on the shares of
                Class A Preferred Stock, Series B, in an amount
                less than the total amount of such dividends at
                the time accrued and payable on such shares
                shall be allocated pro rata on a share-by-share
                basis among all such shares at the time
                outstanding.  The Board of Directors may fix a
                record date for the determination of holders of
                shares of Class A Preferred Stock, Series B,
                entitled to receive payment of a dividend or
                distribution declared thereon, which record
                date shall be no more than 30 days prior to the
                date fixed for the payment thereof.

                     (iii)       Voting Rights.  The holders of
           shares of Class A Preferred Stock, Series B, shall have
           the following voting rights:

                     (I)  Subject to the provision for
                adjustment hereinafter set forth, each share of
                Class A Preferred Stock, Series B, shall
                entitle the holder thereof to 100 votes on all
                matters submitted to a vote of the shareholders
                of the Corporation.  In the event the
                Corporation shall at any time declare or pay
                any dividend on Common Stock payable in shares
                of Common Stock, or effect a subdivision or
                combination or consolidation of the outstanding
                shares of Common Stock (by reclassification or
                otherwise than by payment of a dividend in
                shares of Common Stock) into a greater or
                lesser number of shares of Common Stock, then
                in each such case the number of votes per share
                to which holders of shares of Class A Preferred
                Stock, Series B, were entitled immediately
                prior to such event shall be adjusted by
                multiplying such number by a fraction the
                numerator of which is the number of shares of
                Common Stock that are outstanding immediately
                after such event and the denominator of which
                is the number of shares of Common Stock that
                were outstanding immediately prior to such
                event.

                     (II) Except as otherwise provided herein,
                in any other resolution of the Board of
                Directors creating a series of Class A
                Preferred Stock or any similar stock, or by
                law, the holders of shares of Class A Preferred
                Stock, Series B,  and the holders of shares of
                Common Stock shall vote together as one class
                on all matters submitted to a vote of
                shareholders of the Corporation.

                     (III)       Except as set forth herein,
                holders of Class A Preferred Stock, Series B,
                shall have no special voting rights and their
                consent shall not be required (except to the
                extent they are entitled to vote with holders
                of Common Stock as set forth herein) for taking
                any corporate action.

                     (iv) Certain Restrictions.

                     (I)  Whenever quarterly dividends or other
                dividends or distributions payable on the Class
                A Preferred Stock, Series B, as provided in
                subparagraph (ii) are in arrears, thereafter
                and until all accrued and unpaid dividends and
                distributions, whether or not declared, on
                shares of Class A Preferred Stock, Series B,
                outstanding shall have been paid in full, the
                Corporation shall not:

                          (1)    declare or pay dividends
                     on, make any other distributions on,
                     or redeem or purchase or otherwise
                     acquire for consideration any shares
                     of stock ranking junior (either as to
                     dividends or upon liquidation,
                     dissolution or winding up) to the
                     Class A Preferred Stock, Series B;

                          (2)    declare or pay dividends
                     on or make any other distributions on
                     any shares of stock ranking on a
                     parity (either as to dividends or
                     upon liquidation, dissolution or
                     winding up) with the Class A
                     Preferred Stock, Series B, except
                     dividends paid ratably on the Class A
                     Preferred Stock, Series B, and all
                     such parity stock on which dividends
                     are payable or in arrears in
                     proportion to the total amounts to
                     which the holders of all such shares
                     are then entitled;

                          (3)    redeem or purchase or
                     otherwise acquire for consideration
                     shares of any stock ranking on a
                     parity (either as to dividends or
                     upon liquidation, dissolution or
                     winding up) with the Class A
                     Preferred Stock, Series B, provided
                     that the Corporation may at any time
                     redeem, purchase or otherwise acquire
                     shares of any such parity stock in
                     exchange for shares of any stock of
                     the Corporation ranking junior to or
                     on a parity with (both as to
                     dividends or upon dissolution,
                     liquidation or winding up) the Class
                     A Preferred Stock, Series B; or

                          (4)    purchase or otherwise
                     acquire for consideration any shares
                     of Class A Preferred Stock, Series B,
                     or any shares of stock ranking on a
                     parity with the Class A Preferred
                     Stock, Series B, except in accordance
                     with a purchase offer made in writing
                     or by publication (as determined by
                     the Board of Directors) to all
                     holders of such shares upon such
                     terms as the Board of Directors,
                     after consideration of the respective
                     annual dividend rates and other
                     relative rights and preferences of
                     the respective series and classes,
                     shall determine in good faith will
                     result in fair and equitable
                     treatment among the respective series
                     or classes.

                     (II) The Corporation shall not permit any
                corporation of which an amount of voting
                securities sufficient to elect at least a
                majority of the directors of such corporation
                is beneficially owned, directly or indirectly,
                by the Corporation or otherwise controlled by
                the Corporation to purchase or otherwise
                acquire for consideration any shares of stock
                of the Corporation unless the Corporation
                could, under paragraph (I) of this subparagraph
                (iv), purchase or otherwise acquire such shares
                at such time and in such manner.

                     (v)  Reacquired Shares.  Any shares of Class A
           Preferred Stock, Series B, purchased or otherwise
           acquired by the Corporation in any manner whatsoever
           shall be retired and cancelled promptly after the
           acquisition thereof.  All such shares shall upon their
           cancellation become authorized but unissued shares of
           Class A Preferred Stock, par value $.10 per share, and
           may be reissued as part of a new series of Class A
           Preferred Stock, par value $.10 per share, to be created
           by resolution or resolutions of the Board of Directors,
           subject to the conditions and restrictions on issuance
           set forth herein.

                     (vi) Liquidation, Dissolution or Winding Up. 
           Upon any liquidation, dissolution or winding up of the
           Corporation, no distribution shall be made (1) to the
           holders of shares of stock ranking junior (either as to
           dividends or upon liquidation, dissolution or winding up)
           to the Class A Preferred Stock, Series B, unless, prior
           thereto, the holders of shares of Class A Preferred
           Stock, Series B, shall have received $100 per share, plus
           an amount equal to accrued and unpaid dividends and
           distributions thereon, whether or not declared, to the
           date of such payment, provided that the holders of shares
           of Class A Preferred Stock, Series B, shall be entitled
           to receive an aggregate amount per share, subject to the
           provision for adjustment hereinafter set forth, equal to
           100 times the aggregate amount to be distributed per
           share to holders of shares of Common Stock, or (2) to the
           holders of shares of stock ranking on a parity (either as
           to dividends or upon liquidation, dissolution or winding
           up) with the Class A Preferred Stock, Series B, except
           distributions made ratably on the Class A Preferred
           Stock, Series B, and all other such parity stock in
           proportion to the total amounts to which the holders of
           all such shares are entitled upon such liquidation,
           dissolution or winding up.  In the event the Corporation
           shall at any time declare or pay any dividend on the
           Common Stock payable in shares of Common Stock, or effect
           a subdivision or combination or consolidation of the
           outstanding shares of Common Stock (by reclassification
           or otherwise than by payment of a dividend in shares of
           Common Stock) into a greater or lesser number of shares
           of Common Stock, then in each such case the aggregate
           amount to which holders of shares of Class A Preferred
           Stock, Series B, were entitled immediately prior to such
           event under the proviso in clause (1) of the preceding
           sentence shall be adjusted by multiplying such amount by
           a fraction the numerator of which is the number of shares
           of Common Stock outstanding immediately after such event
           and the denominator of which is the number of shares of
           Common Stock that were outstanding immediately prior to
           such event.

                     (vii)       Consolidation, Merger, etc.  In
           case the Corporation shall enter into any consolidation,
           merger, combination or other transaction in which the
           shares of Common Stock are exchanged for or changed into
           other stock or securities, cash and/or any other
           property, then in any such case the shares of Class A
           Preferred Stock, Series B, shall at the same time be
           similarly exchanged or changed in an amount per share
           (subject to the provision for adjustment hereinafter set
           forth) equal to 100 times the aggregate amount of stock,
           securities, cash and/or any other property (payable in
           kind), as the case may be, into which or for which each
           share of Common Stock is changed or exchanged.  In the
           event the Corporation shall at any time after the Rights
           Declaration Date (1) declare any dividend on Common Stock
           payable in shares of Common Stock, (2) subdivide the
           outstanding Common Stock, or (3) combine the outstanding
           Common Stock into a smaller number of shares, then in
           each such case the amount set forth in the preceding
           sentence with respect to the exchange or change of shares
           of Class A Preferred Stock, Series B, shall be adjusted
           by multiplying such amount by a fraction the numerator of
           which is the number of shares of Common Stock that are
           outstanding immediately after such event and the
           denominator of which is the number of shares of Common
           Stock that were outstanding immediately prior to such
           event.

                     (viii)      No Redemption.  The shares of Class
           A Preferred Stock, Series B, shall not be redeemable.

                     (ix) Fractional Shares.  Class A Preferred
           Stock, Series B, may be issued in fractions of a share
           which shall entitle the holder, in proportion to such
           holder's fractional shares, to exercise voting rights,
           receive dividends, participate in distributions and to
           have the benefit of all other rights of holders of Class
           A Preferred Stock, Series B.

                                     * * * 

       C.  None of the shares of Class A Preferred Stock, Series B, have
   been issued as of the date hereof.

       D.  The amendment creating the Class A Preferred Stock, Series B, was
   adopted by the Board of Directors of the Corporation in accordance with
   Section 180.1002 of the Wisconsin Business Corporation Law and shareholder
   action was not required.

           IN WITNESS WHEREOF, the undersigned has executed and subscribed
   these Articles of Amendment on behalf of the Corporation and does affirm
   the foregoing as true this 23rd day of August, 1995.



                                      By:   /s/ Richard C. Kleinfeldt    
                                           Richard C. Kleinfeldt
                                           Vice President-Finance and
                                           Secretary

   ______________
       This instrument was drafted by, and should be returned to, Jay O.
   Rothman of the firm of Foley & Lardner, 777 East Wisconsin, Milwaukee,
   Wisconsin 53202.