FORM 10-Q

                       SECURITIES AND EXCHANGE COMMISSION
                            Washington, D. C. 20549


 X  QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE
    ACT OF 1934

For the period ended        September 30, 1996
                     ---------------------------------

                                       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         1-5599       
                       ----------------------


                            GREAT DANE HOLDINGS INC.
-----------------------------------------------------------------------------
             (Exact name of registrant as specified in its charter)


          DELAWARE                                           54-0698116
-----------------------------------------------------------------------------
(State or other jurisdiction of                          (I. R. S. Employer
incorporation or organization)                           Identification No.)


2016 North Pitcher Street, Kalamazoo, Michigan                  49007
-----------------------------------------------------------------------------
   (Address of principal executive office)                   (Zip Code)


Registrant's telephone number, including area code:       (616) 343-6121
                                                     ------------------------

-----------------------------------------------------------------------------


Indicate by check mark whether Registrant (1) 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 Registrant was required to
file such reports), and (2) has been subject to such filing requirements for the
past 90 days.  Yes   X      No 
                   -----       -----

There were 1,002.083 shares of Registrant's only class of common stock
outstanding as of November 12, 1996.

<PAGE>
<PAGE-1>
                                     INDEX

                   GREAT DANE HOLDINGS INC. AND SUBSIDIARIES



                                                                   Page Number
                                                                   -----------

PART I     FINANCIAL INFORMATION

   Item 1  Consolidated Financial Statements (Unaudited):

           Consolidated Balance Sheets at December 31, 1995
           and September 30, 1996. . . . . . . . . . . . . . . . . . . . 2-3

           Consolidated Statements of Operations for 
           the Three Months Ended September 30, 1995 and
           September 30, 1996. . . . . . . . . . . . . . . . . . . . . . . 4

           Consolidated Statements of Operations for 
           the Nine Months Ended September 30, 1995 and
           September 30, 1996. . . . . . . . . . . . . . . . . . . . . . . 5

           Consolidated Statements of Cash Flows for 
           the Nine Months Ended September 30, 1995 and
           September 30, 1996. . . . . . . . . . . . . . . . . . . . . . 6-7

           Notes to Consolidated Financial Statements. . . . . . . . . . 8-9

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


PART II    OTHER INFORMATION

   Item 4  Submission of Matters to a Vote of Security-Holders . . . . . .13    

   Item 5  Other Information . . . . . . . . . . . . . . . . . . . . . . .13    

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


SIGNATURE. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .15











<PAGE>
<PAGE-2>
<TABLE>              
Balance-Sheets
<CAPTION>
                          CONSOLIDATED BALANCE SHEETS
                   GREAT DANE HOLDINGS INC. AND SUBSIDIARIES
               (in thousands, except share and per share amounts)
                                  (unaudited)

                                              December 31,     September 30,
                                                  1995             1996
                                             -------------    -------------
<S>                                             <C>              <C>       
ASSETS
 Cash and cash equivalents                      $  41,086        $  17,147 
 Accounts receivable, less allowance for 
   doubtful accounts of $1,564 (1995)
   $2,181 (1996)                                  101,138          122,768 
 Inventories                                       84,686           81,071 
 Other current assets                              26,574           30,139 
                                                ----------       ----------
     Total current assets                         253,484          251,125 

 Property, plant and equipment, net               123,864          131,767 
 Equipment leased to others, net of accumulated
   depreciation of $523--Note D                       ---           13,076 
 Insurance Subsidiary's investments               110,058          110,429 
 Cost in excess of net assets acquired, 
   net of accumulated amortization of $8,752
   (1995) and $9,689 (1996)                        41,243           40,306 
 Trademark, net of accumulated amortization 
   of $2,450 (1995) and $2,712 (1996)              10,996           10,734 
 Other assets                                      30,960           43,575 
















                                                ----------       ----------
Total Assets                                    $ 570,605        $ 601,012 
                                                ==========       ==========
</TABLE>

<PAGE>
<PAGE-3>
<TABLE>
Balance-Sheets--Continued
<CAPTION>
                     CONSOLIDATED BALANCE SHEETS--CONTINUED
                   GREAT DANE HOLDINGS INC. AND SUBSIDIARIES
               (in thousands, except share and per share amounts)
                                  (unaudited)

                                              December 31,     September 30,
                                                  1995             1996
                                              ------------     -------------
<S>                                             <C>              <C>       
LIABILITIES AND SHAREHOLDERS' DEFICIT:
 Accounts payable                               $  71,989        $  75,619 
 Notes payable                                      3,133            5,000 
 Income taxes payable                               9,305            8,575 
 Accrued compensation                              18,490           17,536 
 Accrued interest                                  11,049            5,018 
 Customer deposits                                 14,315              824 
 Other accrued liabilities                         43,390           49,569 
 Current portion of long-term debt                 16,260           19,339 
                                                ----------       ----------
     Total current liabilities                    187,931          181,480 
 Long-term debt, excluding current portion        276,918          276,529 
 Insurance Subsidiary's unpaid losses and 
   loss adjustment expenses                        78,151           84,128 
 Unearned insurance premiums                       12,545           18,875 
 Deferred income taxes                              1,675            1,144 
 Postretirement benefits other than pensions       52,766           53,914 
 Other noncurrent liabilities                      46,930           54,560 
 Minority interest                                  1,748              --- 
                                                ----------       ----------
     Total liabilities                            658,664          670,630 
 Shareholders' deficit:
   Common stock, par value $1.00:
     Authorized 3,000 shares
     Outstanding 1,000 (1995) 1,002.083 
       (1996) shares                                    1                1 
   Additional paid-in capital                      14,999           15,044 
   Retained earnings                               23,128           43,479 
   Unrealized appreciation on Insurance
     Subsidiary's investments in certain
     debt and equity securities                     2,186              231 
   Amount paid in excess of Motors' 
     net assets                                  (128,373)        (128,373)
                                                ----------       ----------
 Total shareholders' deficit                      (88,059)         (69,618)
                                                ----------       ----------
Total Liabilities and 
 Shareholders' Deficit                          $ 570,605        $ 601,012 
                                                ==========       ==========
</TABLE>
See notes to consolidated financial statements.

<PAGE>
<PAGE-4>
<TABLE>
Statements of Operations--3 Months
<CAPTION>
                     CONSOLIDATED STATEMENTS OF OPERATIONS
                   GREAT DANE HOLDINGS INC. AND SUBSIDIARIES
                    (in thousands, except per share amounts)
                                  (unaudited)


                                           Three Months Ended September 30,
                                               1995                1996
                                            ----------          ----------
<S>                                         <C>                 <C>       
Revenues                                    $ 295,799           $ 244,193 
Cost of revenues                             (252,851)           (206,312)
                                            ----------          ----------
Gross profit                                   42,948              37,881 

Selling, general and administrative expense   (22,576)            (22,834)
                                            ----------          ----------
Operating profit                               20,372              15,047 
 
Interest expense                              (11,036)             (9,291)
Interest income                                 2,112               2,663 
Other income, net                                 572                 136 
                                            ----------          ----------
Income before minority equity and
 income taxes                                  12,020               8,555 
Minority equity                                  (274)                --- 
                                            ----------          ----------
Income before income taxes                     11,746               8,555 
Income tax expense                             (5,050)             (3,182)
                                            ----------          ----------

Net income                                  $   6,696           $   5,373 
                                            ==========          ==========

Weighted average number of shares used in 
 per share computations                         1,000               1,002 
                                            ==========          ==========

Net income per share                        $   6,696           $   5,362 
                                            ==========          ==========

</TABLE>

See notes to consolidated financial statements.










<PAGE>
<PAGE-5>
<TABLE>
Statements of Operations--9 Months
<CAPTION>
                     CONSOLIDATED STATEMENTS OF OPERATIONS
                   GREAT DANE HOLDINGS INC. AND SUBSIDIARIES
               (in thousands, except share and per share amounts)
                                  (unaudited)


                                            Nine Months Ended September 30,
                                               1995                1996
                                            ----------          ----------
<S>                                         <C>                 <C>       
Revenues                                    $ 947,719           $ 779,756 
Cost of revenues                             (810,761)           (666,659)
                                            ----------          ----------
Gross profit                                  136,958             113,097 

Selling, general and administrative expense   (68,934)            (66,861)
                                            ----------          ----------
Operating profit                               68,024              46,236 
 
Interest expense                              (32,340)            (28,009)
Interest income                                 6,664               7,042 
Other income, net                               1,758               4,173 
Special Credit--Note G                            ---               4,300 
                                            ----------          ----------
Income before minority equity and
 income taxes                                  44,106              33,742 
Minority equity                                (1,016)               (907)
                                            ----------          ----------
Income before income taxes                     43,090              32,835 
Income tax expense                            (18,526)            (12,484)
                                            ----------          ----------

Net income                                  $  24,564           $  20,351 
                                            ==========          ==========

Weighted average number of shares used in 
 per share computations                         1,000               1,002 
                                            ==========          ==========

Net income per share                        $  24,564           $  20,310 
                                            ==========          ==========

</TABLE>

See notes to consolidated financial statements.









<PAGE>
<PAGE-6>
<TABLE>
Statements of Cash Flows
<CAPTION>
                     CONSOLIDATED STATEMENTS OF CASH FLOWS
                   GREAT DANE HOLDINGS INC. AND SUBSIDIARIES
                                 (in thousands)
                                  (unaudited)


                                             Nine Months Ended September 30,
                                                 1995              1996
                                              ----------        ----------
<S>                                           <C>               <C>       
Cash flows from operating activities:
 Net income                                   $  24,564         $  20,351 
 Adjustments to reconcile net income 
   to net cash provided by (used in)
   operating activities:
     Depreciation and amortization               16,957            15,549 
     Deferred income tax benefit                 (2,205)             (675)
     Amortization of cost in excess of 
       net assets acquired                          937               937 
     Amortization of debt discount                1,365               742 
     Gain on sale of property, plant
       and equipment                               (416)             (243)
     Investment gains                              (182)             (346)
     Increase in minority equity                  1,016               907 
     Other noncash charges                        7,873             9,909 
     Changes in operating assets and 
       liabilities:
         Accounts receivable                    (14,874)          (22,368)
         Inventories                            (29,852)            3,615 
         Insurance Subsidiary's reinsurance
            receivable                             (541)           (3,085)
         Equipment leased to others                 ---           (13,599)
         Other assets                           (12,290)          (12,497)
         Accounts payable                         6,107             3,630 
         Income taxes                            (3,564)             (733)
         Unpaid losses and loss adjustment 
           expenses                               6,847             5,977 
         Unearned insurance premiums              3,139             6,330 
         Postretirement benefits other
           than pensions                          1,245             1,148 
         Other liabilities                       (8,887)          (12,119)
                                              ----------        ----------
Net cash flow provided by (used in)
 operating activities                            (2,761)            3,430 

</TABLE>







<PAGE>
<PAGE-7>
<TABLE>
Statements of Cash Flows--Continued
<CAPTION>
                CONSOLIDATED STATEMENTS OF CASH FLOWS--CONTINUED
                   GREAT DANE HOLDINGS INC. AND SUBSIDIARIES
                                 (in thousands)
                                  (unaudited)


                                             Nine Months Ended September 30,
                                                 1995              1996
                                              ----------        ----------
<S>                                           <C>               <C>       
Cash flows from investing activities:
 Purchases of property, plant and equipment   $ (29,871)        $ (23,505)
 Proceeds from disposal of property, plant 
   and equipment and other productive assets        921               819 
 Purchase of investments available for sale     (21,778)          (21,942)
 Purchases of investments held to maturity         (582)              --- 
 Proceeds from sale of investments available
   for sale                                       6,558            10,846 
 Proceeds from maturity and redemption of
    investments held to maturity                  7,959             8,064 
 Repurchase of minority interest in SCSM            ---            (5,500)
 Other                                            1,069               --- 
                                              ----------        ----------
Net cash flow used in investing activities      (35,724)          (31,218)

Cash flows from financing activities:
 Proceeds from borrowings                       124,450            27,690 
 Repayments of borrowings                       (82,571)          (23,876)
 Proceeds from issuance of common stock             ---                35 
                                              ----------        ----------
Net cash flow provided by financing 
 activities                                      41,879             3,849 
                                              ----------        ----------
Increase (decrease) in cash and cash 
 equivalents                                      3,394           (23,939)

Beginning cash and cash equivalents              34,875            41,086 
                                              ----------        ----------
Ending cash and cash equivalents              $  38,269         $  17,147 
                                              ==========        ==========

</TABLE>

See notes to consolidated financial statements.










<PAGE>
<PAGE-8>
                   NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
                   GREAT DANE HOLDINGS INC. AND SUBSIDIARIES
                               SEPTEMBER 30, 1996
                                  (unaudited)


NOTE A--BASIS OF PRESENTATION

  The accompanying consolidated financial statements of the Company have been
  prepared in accordance with generally accepted accounting principles for
  interim financial information, the instructions to Form 10-Q and Rule 10-01
  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 Management's opinion, all adjustments
  (consisting of normal recurring accruals) considered necessary for a fair
  presentation have been included.  Operating results for the nine months
  ended September 30, 1996, are not necessarily indicative of the results that
  may be expected for the year ending December 31, 1996.  For further
  information, refer to the audited consolidated financial statements and
  footnotes thereto included in the Company's annual report on Form 10-K for
  the year ended December 31, 1995.

NOTE B--PRINCIPLES OF CONSOLIDATION

  The consolidated financial statements include the accounts of Great Dane
  Holdings Inc. and its subsidiaries, including Great Dane Trailers, Inc.
  (Great Dane) and SCSM Holdings, Inc., (formerly Checker Motors Corporation)
  ("SCSM Holdings") and SCSM Holdings' wholly-owned subsidiaries, including
  American Country Insurance Company ("Insurance Subsidiary").

NOTE C-INVENTORIES

  Inventories are summarized below (dollars in thousands):
<TABLE>
<CAPTION>
                                        December 31,     September 30,
                                            1995             1996
                                       --------------   --------------
  <S>                                    <C>              <C>       
  Raw materials and supplies             $  53,097        $  49,572 
  Work-in-process                           10,501           12,824 
  Finished goods                            21,088           18,675 
                                         ----------       ----------
                                         $  84,686        $  81,071 
                                         ==========       ==========
</TABLE>

NOTE D--EQUIPMENT LEASED TO OTHERS

  During 1996, Great Dane accepted an order from a customer, the terms of
  which contractually obligated Great Dane to reacquire, at the customer's
  option, the trailers at guaranteed prices at specified time periods. 
  Emerging Issues Task Force Issue No. 95-1 precludes Great Dane from
  recognizing this transaction as a sale for financial reporting purposes. 
  Rather, the transaction is required to be accounted for using the principles
  of lease accounting.  Accordingly, the trailers are included in equipment
  leased to others and are being depreciated following Great Dane's normal
  depreciation policy.

<PAGE>
<PAGE-9>
             NOTES TO CONSOLIDATED FINANCIAL STATEMENTS--CONTINUED
                   GREAT DANE HOLDINGS INC. AND SUBSIDIARIES
                                  (unaudited)


NOTE E--INCOME TAXES

  The Company's estimated effective tax rate differs from the statutory rate
  because of state income taxes as well as the impact of the reporting of
  certain income and expense items in the financial statements which are not
  taxable or deductible for income tax purposes.

NOTE F--STOCK ISSUANCE

  1.042 shares of common stock were issued on each of April 2, 1996, and
  January 4, 1996, to an executive officer of the Company in connection with
  an agreement between this executive officer and the Company.

NOTE G--SPECIAL CREDIT

  On February 8, 1989, the Boeing Company ("Boeing") filed a lawsuit naming
  the Company, together with three prior subsidiaries of the Company, as
  defendants in Case No. CV89-119MA, United States District Court for the
  District of Oregon.  On December 22, 1993, the Company entered into a
  settlement with Boeing, settling all claims asserted by Boeing in the
  lawsuit.  Pursuant to the settlement terms, the Company agreed to pay Boeing
  $12.5 million over the course of five years, $5 million of which had been
  committed by certain insurance companies in the form of cash or an
  irrevocable letter of credit as of that date.  Accordingly, a $7.5 million
  special charge was recorded in 1993 to provide for the cost associated with
  this legal proceeding.

  Since the date of the settlement with Boeing, and as a result of agreements
  negotiated with insurance companies, the total cost to the Company related
  to the Boeing lawsuit has decreased to $3.2 million.  The lower cost
  principally related to an insurance settlement negotiated in the quarter
  ended March 31, 1996.  Accordingly, a special credit of $4.3 million was
  recorded in the quarter ended March 31, 1996, relating to the finalization
  of insurance settlements.

NOTE H--MINORITY INTEREST

  On July 3, 1996, SCSM Holdings executed an agreement to purchase (the
  "Agreement") the balance of the common stock of South Charleston Stamping &
  Manufacturing Company ("SCSM") from the minority interest holder for $5.5
  million, $1 million of which was paid upon the signing of the agreement.  In
  connection with the purchase, SCSM Holdings also executed a $4.5 million
  promissory note payable in four payments over the next ten months with
  interest at 10% per annum.  The Agreement provides that if all or
  substantially all of SCSM's assets or equity are sold prior to December 31,
  1997, the unpaid amount of the promissory note will become immediately due
  and the minority interest holder will be entitled to receive an additional
  payment equal to 10% of the amount by which the purchase price for SCSM
  exceeds $55 million.

<PAGE>
<PAGE-10>
                                     ITEM 2
                    MANAGEMENT'S DISCUSSION AND ANALYSIS OF
                 FINANCIAL CONDITION AND RESULTS OF OPERATIONS
                   GREAT DANE HOLDINGS INC. AND SUBSIDIARIES


FINANCIAL CONDITION, LIQUIDITY AND CAPITAL RESOURCES

          Available cash and cash equivalents, cash flow generated from (used 
in) operations ($(2.8) million and $3.4 million for the nine months ended
September 30, 1995 and 1996, respectively) and proceeds from borrowings have
provided sufficient liquidity and capital resources for the Company to conduct
its operations during the first nine months of 1995 and 1996.

          The Company is a holding company and is, therefore, dependent on cash 
flow from its operating subsidiaries in order to meet its obligations.  The 
Company's operating subsidiaries are required, pursuant to financing agreements
with third parties, to meet certain covenants, which may have the effect of 
limiting cash available to the Company.  Further, the payment of dividends by 
the Insurance Subsidiary is currently subject to the notification, reporting 
and disapproval requirements of the State of Illinois Department of Insurance.  
The operating subsidiaries' plans indicate that sufficient funds are antici-
pated to be available to the Company to meet its short-term obligations.

          Certain efforts have been made over the past several years to restruc-
ture the Company.  As a result of these efforts, subsidiary debt was restruc-
tured and certain of the 12-3/4% Senior Debentures and the 14-1/2% Subordinated
Discount Debentures were repurchased.  However, the Company has been unsuccess-
ful in completing an overall comprehensive restructuring.  Management of the
Company continually reassesses the financial condition and prospects of the 
Company.  As a result of this reassessment, the Company has retained an invest-
ment banking organization to act as its exclusive financial advisor to consider
certain strategic alternatives, including the merger, recapitalization or 
potential sale of the entire company or one or more of its subsidiaries.  On
November 7, 1996, the Company announced that it had entered into a definitive 
Stock Purchase Agreement whereby a U. S. subsidiary of The Mayflower Corporation
Plc. will purchase all of the outstanding shares of SCSM Holdings, Inc. ("SCSM 
Holdings") formerly known as Checker Motors Corporation, for $165 million con-
sisting of approximately $137 million cash and the assumption of approximately 
$28 million of SCSM's debt.  $6 million of the purchase price is to be held in 
escrow for some time in order to provide indemnification to the Buyer, Mayflower
and their affiliates.  In addition, the aggregate purchase price will be ad-
justed upward or downward, as the case may be, depending upon the actual net 
assets of SCSM (as calculated in accordance with the terms of the Purchase 
Agreement) on the date immediately preceding the Closing.  The proceeds of the 
sale after payment of, among other things, SCSM Holdings' bank debt, expenses 
and taxes of the transaction and management incentives, will be used to 
retire outstanding debentures and for general corporate purposes.  At the time 
of the closing, the only assets of SCSM Holdings will be all of the issued and 
outstanding common stock of South Charleston Stamping & Manufacturing Company 
("SCSM").  The acquisition is contingent on the occurrence of certain events, 
including, among other things, the approval of the acquisition by the stock-
holders of Mayflower and the placing of newly issued shares of Mayflower on 
the London Stock Exchange to partially finance the acquisition.  It is expected 
that the closing will occur in early December, 1996.

<PAGE>
<PAGE-11>
                                     ITEM 2
                    MANAGEMENT'S DISCUSSION AND ANALYSIS OF
            FINANCIAL CONDITION AND RESULTS OF OPERATIONS--CONTINUED
                   GREAT DANE HOLDINGS INC. AND SUBSIDIARIES



RESULTS OF OPERATIONS

                     Three Months Ended September 30, 1996
               Compared to Three Months Ended September 30, 1995
               -------------------------------------------------

     Revenues decreased $51.6 million during the three months ended September
30, 1996, as compared to the same period in 1995.  The lower revenues are
principally attributed to lower Trailer Manufacturing revenues ($53.8 million)
primarily associated with lower volume in trailer sales.  The volume decline
represents the effect of weakened demand for the movement of freight resulting
in decreased sales of truck trailers.  Automotive Products revenues increased 
$2.2 million during the three months ended September 30, 1996, as compared to
the same period in 1995.  Revenues associated with the production of tooling for
certain customers accounted for the increased revenues for the segment.

     The Company's operating profit decreased $5.3 million in the 1996 period
compared to the 1995 period.  This decrease is attributed to a decrease of
Trailer Manufacturing operating profits ($5.1 million) which is principally due
to lower volume of trailer sales indicated above.  The volume decline represents
the effect of weakened demand for the movement of freight resulting in decreased
sales of truck trailers.  The Automotive Products operating profits decreased
$0.1 million, primarily due to the mix of sales.

     During the quarter ended September 30, 1996, SCSM Holdings executed an
agreement to purchase the entire minority interest of SCSM for $5.5 million in
cash and notes.  As a result of this purchase, no minority equity was charged
to income in the three months ended September 30, 1996, compared to $0.3 million
for the three months ended September 30, 1995.

     Income tax expense is higher for financial statement purposes than would
be computed if the statutory rate were used because of state income taxes and
the impact of the reporting of certain income and expense items in the financial
statements which are not taxable or deductible for income tax purposes.  

     Net income was $5.4 million for the three months ended September 30, 1996,
as compared to $6.7 million for the comparable period in 1995.  The decline in
net income is attributed to the reasons mentioned above.

                      Nine Months Ended September 30, 1996
                Compared to Nine Months Ended September 30, 1995
               -------------------------------------------------

     Revenues decreased $168.0 million during the nine months ended September
30, 1996, as compared to the same period in 1995.  The lower revenues are
principally attributed to lower Trailer Manufacturing revenues ($194.3 million)
primarily associated with lower volume in trailer sales.  The volume decline
represents the effect of weakened demand for the movement of freight resulting
in decreased sales of truck trailers.  Automotive Products revenues increased
$23.0 million during the nine months ended September 30, 1996, as compared to
the same period in 1995.  Revenues associated with the production of tooling for
certain customers accounted for the increased revenues for the segment.

<PAGE>
<PAGE-12>
                                     ITEM 2
                    MANAGEMENT'S DISCUSSION AND ANALYSIS OF
            FINANCIAL CONDITION AND RESULTS OF OPERATIONS--CONTINUED
                   GREAT DANE HOLDINGS INC. AND SUBSIDIARIES


     The Company's operating profit decreased $21.8 million in the 1996 period
compared to the 1995 period.  This decrease is attributed to a decrease of
Trailer Manufacturing operating profits ($21.5 million) which is principally 
due to lower volume of trailer sales indicated above.  The volume decline 
represents the effect of weakened demand for the movement of freight resulting  
in decreased  sales of truck trailers.  The Automotive Products operating 
profits decreased ($0.2 million) primarily due to the mix of sales, as well as 
certain raw material price increases.  The profit margins on tooling programs 
are lower than margins on contract parts production.   

     On February 8, 1989, the Boeing Company ("Boeing") filed a lawsuit naming
the Company, together with three prior subsidiaries of the Company, as 
defendants in Case No. CV89-119MA, United States District Court for the District
of Oregon.  On December 22, 1993, the Company entered into a settlement with
Boeing, settling all claims asserted by Boeing in the lawsuit.  Pursuant to the
settlement terms, the Company agreed to pay Boeing $12.5 million over the course
of five years, $5 million of which had been committed by certain insurance
companies in the form of cash or irrevocable letter of credit as of that date. 
Accordingly, a $7.5 million charge was recorded in 1993 to provide for the cost
associated with this legal proceeding.

     Since the date of the settlement with Boeing, and as a result of agreements
negotiated with insurance companies, the total cost to the Company related to
the Boeing lawsuit has decreased to $3.2 million.  The lower cost principally
related to an insurance settlement negotiated in the quarter ended March 31,
1996.  Accordingly, a special credit of $4.3 million was recorded in the quarter
ended March 31, 1996, relating to the finalization of insurance settlements.

     During the nine months ended September 30, 1996, the Company recorded $2.9
million of other income related to a nonrecurring refund.

     During the nine months ended September 30, 1996 and 1995, a $0.9 million
and $1.0 million charge, respectively,  was recorded to reflect minority equity
in South Charleston Stamping & Manufacturing Company ("SCSM"), a subsidiary of
SCSM Holdings.  

     Income tax expense is higher for financial statement purposes than would
be computed if the statutory rate were used because of state income taxes and
the impact of the reporting of certain income and expense items in the financial
statements which are not taxable or deductible for income tax purposes.  

     Net income was $20.4 million for the nine months ended September 30, 1996,
as compared to $24.6 million for the comparable period in 1995.  The decline in
net income is attributed to the reasons mentioned above.

<PAGE>
<PAGE-13>
                                    PART II
                               OTHER INFORMATION
                   GREAT DANE HOLDINGS INC. AND SUBSIDIARIES


Item 4:  Submission of Matters to a Vote of Security-Holders 
         ---------------------------------------------------

         On October 10, 1996, the stockholders of the Corporation, by
         Unanimous Written Consent, approved a Special Bonus Plan providing
         for bonus payments to certain employees of the Company's stamping
         subsidiaries, which bonuses are to be paid out of the proceeds of the
         sale of one or both of those facilities.

Item 5:  Other Information
         -----------------

         On November 7, 1996, Great Dane Holdings Inc. (the "Company") and
         SCSM Holdings, Inc. ("SCSM Holdings"), formerly Checker Motors
         Corporation, a subsidiary of the Company, entered into a Stock
         Purchase Agreement (the "Purchase Agreement") with Mayflower
         Acquisition Corporation (the "Buyer"), a wholly-owned indirect
         subsidiary of the Mayflower Corporation Plc, a corporation organized
         under the laws of England ("Mayflower"), pursuant to which the Buyer
         has agreed to purchase, and the Company has agreed to sell, all of
         the outstanding shares of capital stock (the "Stock") of SCSM
         Holdings.  The closing of the transaction (the "Closing") is
         contingent upon the occurrence of certain events, including, among
         other things, the approval of the transaction by the shareholders of
         Mayflower and a placing of newly issued shares of Mayflower on the
         London Stock Exchange to partially finance the acquisition.  At the
         time of Closing, SCSM Holdings' only assets will be all of the issued
         and outstanding shares of the common stock of the South Charleston
         Stamping & Manufacturing Company ("SCSM").  SCSM develops, designs,
         engineers and manufactures a broad range of sheet metal stampings for
         sale to North American original equipment manufacturers.

         The Closing is anticipated to occur on December 5, 1996, or two
         business days after the approval by Mayflower's shareholders, or on
         such later mutually convenient date but in no event later than
         December 13, 1996 (the "Closing Date").  All of the assets of SCSM
         Holdings (other than the stock of SCSM), including, without
         limitation, the shares of stock of Yellow Cab Company, Chicago
         AutoWerks Inc., City Wide Towing, Inc., American Country Insurance
         Company (and its subsidiary), CMC Kalamazoo Inc., all real property
         and other assets, will be either sold, spunoff, dividended,
         contributed, assigned, transferred or otherwise disposed of prior to
         or simultaneously with the Closing.

         The aggregate purchase price to be paid by the Buyer for the Stock is
         $165 million, consisting of approximately $137 million cash and the
         assumption of approximately $28 million of SCSM's debt.  $6 million
         of the purchase price is to be held in escrow for some time in order
         to provide indemnification to the Buyer, Mayflower and their
         affiliates.  In addition, the aggregate purchase price will be
         adjusted upward or downward, as the case may be, depending upon the
         actual net assets of SCSM (as calculated in accordance with the terms
         of the Purchase Agreement) on the date immediately preceding the
         Closing.  The proceeds of the sale after payment of, among other

<PAGE>
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                                    PART II
                          OTHER INFORMATION--CONTINUED
                   GREAT DANE HOLDINGS INC. AND SUBSIDIARIES


         things, SCSM Holdings' bank debt, expenses and taxes of the
         transaction and management incentives, will be used to retire
         outstanding debentures and for general corporate purposes.  As of the
         filing date, the Buyer and the Company are unrelated corporations,
         with no common officers and directors.

Item 6:  Exhibits and Reports on Form 8-K
         --------------------------------

    (a)  Exhibits
         --------

          2.1  Stock Purchase Agreement dated November 7, 1996, by and among
               Great Dane Holdings Inc., SCSM Holdings, Inc., Mayflower
               Acquisition Corporation and The Mayflower Corporation Plc.

         10.1  Special Bonus Plan.

         27.1  Financial Data Schedule

         28.1  Press Release of Great Dane Holdings Inc. relating to the Stock
               Purchase Agreement dated November 7, 1996.

    (b)  Reports on Form 8-K
         -------------------

         None

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<PAGE-15>                               
                   GREAT DANE HOLDINGS INC. AND SUBSIDIARIES


                                   SIGNATURE


     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.

                                      GREAT DANE HOLDINGS INC.
                                   ------------------------------
                                            (Registrant)



                                        /s/  Marlan R. Smith
                              ----------------------------------------
                                           Marlan R. Smith
                                              Treasurer
                                  (Principal Financial Officer and
                                    Principal Accounting Officer)


Date:  November 12, 1996