FORM 10-Q
                                  UNITED STATES
                       SECURITIES AND EXCHANGE COMMISSION
                             Washington, D.C. 20549
                QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d)
                     OF THE SECURITIES EXCHANGE ACT OF 1934


For the Quarterly Period Ended June 30, 1997
Commission File Number: 0-21461




                          OMNIQUIP INTERNATIONAL, INC.
--------------------------------------------------------------------------------
             (Exact name of registrant as specified in its charter)



          Delaware                                43-1721419
(State or other jurisdiction of                (I.R.S. Employer          
incorporation or organization)                 Identification No.)



             222 East Main Street, Port Washington, Wisconsin 53074
--------------------------------------------------------------------------------
                    (Address of principal executive offices)
                                   (Zip Code)


                                 (414) 268-8965
--------------------------------------------------------------------------------
              (registrant's telephone number, including area code)


            369 West Western Avenue, Port Washington, Wisconsin 53074
--------------------------------------------------------------------------------
                        (Former name, former address and
                former fiscal year, if changed since last report)

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
                                       ---

    The number of shares of Common Stock, $0.01 par value, of the registrant
                                 outstanding as
                       of August 11, 1997 was 14,250,000.




                                     Page 1

<PAGE>


OMNIQUIP INTERNATIONAL, INC.
Index
--------------------------------------------------------------------------------

                                                                          Page
                                                                          Number



Part I        Financial Information

              Item 1.      Financial Statements (Unaudited, except as noted)

                           Consolidated Balance Sheet at June 30, 1997
                              and September 30, 1996 (Audited)                3

                           Consolidated Statement of Income for the
                              three and nine months ended June 30, 1997
                              and June 30, 1996                               4

                           Consolidated Statement of Changes in
                              Stockholders' Equity for the nine months
                              ended June 30, 1997                             5

                           Consolidated Statement of Cash Flows for the
                              nine months ended June 30, 1997 and
                              June 30, 1996                                   6

                           Notes to Consolidated Financial Statements    7 - 10

              Item 2.      Management's Discussion and Analysis of Results of
                              Operations and Financial Condition        11 - 15

Part II       Other Information

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

Signatures










                                     Page 2
<PAGE>

OMNIQUIP INTERNATIONAL, INC.

Item 1. Financial Statements
Consolidated Balance Sheet
(Dollars in Thousands Except Per Share Data)
<TABLE>

                                                               June 30, 1997         September 30, 1996
Assets                                                            (Unaudited)
<S>                                                                         <C>                     <C>               


Current Assets:
  Cash and cash equivalents                                                  $367                   $53
  Accounts receivable, net                                                 26,361                21,678
  Inventories                                                              29,083                27,540
  Prepaid expenses and other current assets                                 6,111                 5,534
                                                               -------------------   -------------------
              Total current assets                                         61,922                54,805
Property, plant and equipment, net                                         16,530                16,490
Goodwill, net                                                              65,276                65,571
Other assets, net                                                           1,628                 2,714
                                                               -------------------   -------------------
                                                                         $145,356              $139,580
                                                               ===================   ===================

Liabilities and Stockholders' Equity

Current liabilities:
  Current portion of long-term debt                                        $6,975                $3,875
  Accounts payable                                                         23,117                20,895
  Accrued liabilities                                                      16,011                16,642
                                                               -------------------   -------------------
              Total current                                                46,103                41,412
              liabilities

Long-term debt                                                             33,500                84,566
Other noncurrent liabilities, net                                             422                   422
Deferred income taxes                                                         756                   755

Commitments and contingencies (Note 11)

Stockholders' equity:
  Preferred stock, $.01 par value, 1,500,000 shares
    authorized; no shares issued and outstanding
 Common stock, $.01 par value, 100,000,000 shares
    authorized; 14,250,000 and 11,250,000 shares
    issued and outstanding at June 30, 1997 and
    September 30, 1996, respectively                                          143                   113
 Additional paid-in capital                                                43,724                 6,240
 Notes receivable from stockholders                                         (352)                 (352)
 Retained earnings                                                         21,060                 6,424
                                                               -------------------   -------------------
              Total stockholders' equity                                   64,575                12,425
                                                               -------------------   -------------------
                                                                         $145,356              $139,580
                                                               ===================   ===================

          See accompanying Notes to Consolidated Financial Statements.
</TABLE>
      
                                     Page 3

<PAGE>

OMNIQUIP INTERNATIONAL, INC.

Item 1. Financial Statements
Consolidated Statement of Income
(Unaudited)
(Amounts in Thousands Except Per Share Data)

<TABLE>

                                                        Three months ended June 30,           Nine months ended June 30,
                                                           1997             1996                 1997             1996
<S>                                                               <C>               <C>                 <C>              <C>    

Net sales                                                     $74,708           $30,449            $197,326          $81,515

Cost of sales                                                  54,295            22,606             144,527           60,281
                                                     -----------------------------------   ----------------------------------

Gross profit                                                   20,413             7,843              52,799           21,234

Selling, general and administrative expenses                    7,675             4,083              20,149           11,414
                                                     -----------------------------------   ----------------------------------

Operating profit                                               12,738             3,760              32,650            9,820

Other expenses:
  Interest on indebtedness                                      1,085               630               5,267            1,947
  Other finance charges                                           598               476               1,599            1,479
  Other, net                                                     (45)               107               (131)              123
                                                     -----------------------------------   ----------------------------------
                                                                1,638             1,213               6,735            3,549
                                                     -----------------------------------   ----------------------------------

Income before income taxes and
  extraordinary item                                           11,100             2,547              25,915            6,271
Provision for income taxes                                      4,457             1,068              10,497            2,477
                                                     -----------------------------------   ----------------------------------
Income before extraordinary item                                6,643             1,479              15,418            3,794

Extraordinary item--loss on repayment of
  long-term debt, net of income tax benefit
  of $521                                                           0                 0               (782)                0
                                                     -----------------------------------   ----------------------------------
Net income                                                     $6,643            $1,479             $14,636           $3,794
                                                     ===================================   ==================================

Earnings per share:
  Income before extraordinary item                              $0.46             $0.13               $1.24            $0.34
  Extraordinary item                                                                                 (0.06)
                                                     -----------------------------------   ----------------------------------
  Net income                                                    $0.46             $0.13               $1.18            $0.34
                                                     ===================================   ==================================

Weighted average shares                                        14,335            11,250              12,400           11,250
                                                     ===================================   ==================================

                                See accompanying Notes to Consolidated Financial Statements.

</TABLE>

                                     Page 4

<PAGE>

OMNIQUIP INTERNATIONAL, INC.

Item 1. Financial Statements
Consolidated Statement of Changes in Stockholders' Equity
(Unaudited)
(Dollars in thousands)

<TABLE>


                                                                            Notes
                                                         Additional      receivable
                                            Common         paid-in          from           Retained
                                             stock         capital      stockholders       earnings        Total

<S>                                               <C>            <C>              <C>             <C>           <C>    


Balance, September 30, 1996                      $113         $6,240            ($352)         $6,424       $12,425
Net income                                                                                     14,636        14,636
Proceeds from initial public offering              30         37,484                                         37,514
                                          ------------   ------------  ----------------  -------------  ------------

Balance, June 30, 1997                           $143        $43,724            ($352)        $21,060       $64,575
                                          ============   ============  ================  =============  ============



                           See accompanying Notes to Consolidated Financial Statements.

</TABLE>

                                     Page 5

<PAGE>

OMNIQUIP INTERNATIONAL, INC.

Note 1. Financial Statements
Consolidated Statement of Cash Flows
(Unaudited)
(Dollars in Thousands)

<TABLE>

                                                                              Nine months ended
                                                                                   June 30,
                                                                               1997        1996
<S>                                                                                 <C>         <C> 

Cash flows from operating activities:
  Net income                                                                    $14,636      $3,888
  Adjustments to reconcile net income to net cash provided
    by operating activities:
    Depreciation                                                                  1,572         785
    Amortization                                                                  1,533         291
    Deferred income tax provision (benefit)                                         --        (656)
    Loss on repayment of long-term debt                                           1,303          --
    (Increase) decrease in current assets:
      Accounts receivable, net                                                  (4,683)         364
      Inventories                                                               (1,543)       (594)
      Prepaid expenses and other current assets                                   (619)         193
    Increase (decrease) in current liabilities:
      Accounts payable                                                            2,222       (832)
      Other current liabilities                                                   (571)       1,731
    Other                                                                          (23)         114
                                                                           -------------------------

Net cash provided by operating activities                                        13,827       5,284
                                                                           -------------------------

Cash flows from investing activities:
   Capital expenditures, net                                                    (1,612)     (1,069)
   Payments to former TRAK shareholders for ATLAS program                         (838)          --
   Other                                                                            356       (133)
                                                                           -------------------------
 
Net cash used in investing activities                                           (2,094)     (1,202)
                                                                           -------------------------

Cash flows from financing activities:
   Proceeds from initial public offering                                         37,557          --
   Net payments on revolver                                                     (7,441)     (3,677)
   Payments on long-term debt                                                  (40,525)       (405)
   Debt prepayment fees                                                         (1,010)          --
                                                                           -------------------------

Net cash used in financing activities                                          (11,419)     (4,082)
                                                                           -------------------------

Net change in cash                                                                  314           0
Cash beginning of period                                                             53           1
                                                                           -------------------------

Cash at end of period                                                              $367          $1
                                                                           =========================

          See accompanying Notes to Consolidated Financial Statements.
</TABLE>
                                     Page 6

<PAGE>

OMNIQUIP INTERNATIONAL, INC.

Item 1.  Financial Statements
Notes to Consolidated Financial Statements
(Dollars in Thousands Except Per Share Data)
(Unaudited)

1.   Unaudited  consolidated  financial statements

     The accompanying  unaudited  consolidated  financial statements of Omniquip
     International,  Inc.  (Omniquip  or the  Company)  have  been  prepared  in
     accordance  with the  instructions  for Form 10-Q and do not include all of
     the information  and footnotes  required by generally  accepted  accounting
     principles for complete financial  statements.  However,  in the opinion of
     management,  such information includes all adjustments,  which consist only
     of normal and recurring  adjustments,  necessary for a fair presentation of
     the results of operations for the periods presented.  Operating results for
     any quarter  are not  necessarily  indicative  of the results for any other
     quarter  or  for  the  full  year.  These  statements  should  be  read  in
     conjunction with the Company's  consolidated financial statements and notes
     to  the  consolidated   financial  statements  included  in  the  Company's
     Amendment No. 2 to Form S-1 filed on February 20, 1997 with the  Securities
     and Exchange Commission.

2.   Organization

     Omniquip  owns 100% of the  outstanding  common stock of its  subsidiaries,
     TRAK International,  Inc. (TRAK) and Lull  International,  Inc. (Lull). The
     consolidated  financial  statements include the accounts of the Company and
     its wholly-owned  subsidiaries.  All significant intercompany  transactions
     and balances have been eliminated.

3.   Lull acquisition

     For further detailed  information  regarding the August 1996 acquisition of
     Lull, see Note 2 to the  consolidated  financial  statements of the Company
     included in the Company's Amendment No. 2 to Form S-1 filed on February 20,
     1997 with the Securities and Exchange Commission.

     The following table sets forth the pro forma information for Omniquip as if
     the Lull  acquisition  had  occurred  on  October  1,  1995.  No pro  forma
     adjustments have been reflected for the effects of the Company's March 1997
     initial  public  offering of common stock and the  application  of proceeds
     therefrom or for the additional costs associated with being a publicly held
     company.  This  information  is unaudited and does not purport to represent
     actual net sales or net income had the  acquisition  actually  occurred  on
     October 1, 1995.

                          Pro forma information (unaudited)
                          ---------------------------------

                    For the three months          For the nine months
                    ended June 30, 1996           ended June 30, 1996
                    --------------------          -------------------

     Net sales             $54,377                      $151,770
     Net income              1,678                         3,385

4.   Initial public offering

     On March 20, 1997,  the Company  completed its initial  public  offering of
     common stock,  selling 3 million primary and 6.2 million  secondary  shares
     (including the overallotment option) for $14 per share. The proceeds to the
     Company and the application of such proceeds are as follows:


                                     Page 7
<PAGE>

<TABLE>

                <S>                                                              <C>    

              Price to public                                                  $42,000
              Less: underwriting discounts and commissions                     (2,730)
                                                                        ---------------
              Company proceeds                                                 $39,270
                                                                        ===============

              Payment of subordinated debt as follows:
                Note payable to a financial institution                        $14,000
                Note payable to an insurance company                             5,000
                Note payable to HGI III, L.P.                                    2,000
                Interest                                                           547
                Prepayment fees                                                  1,010
                                                                        ---------------
                                                                                22,557
              Payment on Bank Term Debt                                         15,000
              Expenses of offering                                               1,713
                                                                        ---------------
              Total application of Company proceeds                            $39,270
                                                                        ===============
</TABLE>

     In  conjunction  with the  repayment  of  certain  debt,  the  Company  has
     recognized a $782 after-tax  extraordinary  loss resulting from  prepayment
     fees  paid to the  insurance  company  and the  financial  institution  and
     write-off of applicable capitalized deferred financing costs.

5.   U.S. Government Contract

     On  February  28,  1997,  TRAK  received  delivery  order  number  5 on the
     Company's ATLAS contract for 157 units. This order resulted in a payment to
     the former TRAK  shareholders  of $838,  which is reflected  as  additional
     goodwill  related to the TRAK  acquisition  in the  accompanying  financial
     statements.

6.   Inventories

     Inventories consist of the following:

<TABLE>

                                                                           June 30,           September 30,
                                                                             1997                 1996

          <S>                                                                  <C>               <C>    

      Raw material and purchased components                                  $18,282          $15,614
      Work-in-process                                                          4,776            4,302
      Finished goods                                                           4,521            7,094
      Unbilled government contract costs                                       1,504              530
                                                                        --------------------------------
                                                                             $29,083          $27,540
                                                                        ================================
</TABLE>

7.   Boom warranty program

     During 1995,  prior to its acquisition by the Company,  Lull had determined
     that  a  specific   warranty   obligation  had  been  incurred  on  certain
     manufactured  boom units.  At the  acquisition  date, the estimated cost to
     complete the boom warranty  program  amounted to $2,000. A reserve for this
     amount was  recorded in purchase  accounting  by the  Company.  At June 30,
     1997, and September 30, 1996, a corresponding liability of $168 and $1,557,
     respectively,  is reflected as a component of other current  liabilities in
     the accompanying balance sheet. This program is expected to be completed in
     fiscal 1997, and costs are not expected to exceed the current reserve.


                                     Page 8

<PAGE>

8.   Stock Options

     Options  granted by the Company to officers  and  employees  under the 1996
     Long-Term Incentive Plan, to purchase shares of the Company's stock, are as
     follows:

           Grant                        Price Per                     Shares
           Date                           Share                      Granted
        ------------                   ------------               -------------
        March 20,1997                       $14.00                   357,750
        April 14,1997                        12.13                     1,000
        April 30,1997                        13.00                     5,000

     Options   granted  by  the  Company  to  directors   under  the   Directors
     Non-Qualified Stock Option Plan, to purchase shares of the Company's Stock,
     are as follows:

           Grant                        Price Per                     Shares
           Date                           Share                      Granted
       ------------                   ------------               --------------
       March 20,1997                       $14.00                     45,000
       April 10,1997                        13.25                     40,000

     At June 30, 1997, no options were exercisable under either plan.
     The exercise  prices of the options  granted  above are  equivalent  to the
     market price of the Company's common stock on the date of grant.

9.   Earnings Per Share

     The  computation  of primary  earnings  per share is based on the  weighted
     average  number of outstanding  common shares during the period plus,  when
     the effect was  dilutive,  common stock  equivalents  consisting of certain
     shares subject to stock options.  The common equivalent shares arising from
     the effect of  outstanding  stock  options was computed  using the treasury
     stock method,  if dilutive.  As all  potentially  dilutive  securities  are
     considered  common stock  equivalents,  there was not a difference  between
     primary and fully diluted earnings per share.

10.  New accounting standard

     Statement of Financial  Accounting  Standards No. 128 (SFAS 128), "Earnings
     Per Share," issued in February 1997 and effective for the Company in fiscal
     1998,  requires  presentation in the income  statement of basic and diluted
     earnings per share,  calculated as defined by SFAS 128, rather than primary
     and fully diluted  earnings per share as defined in  Accounting  Principles
     Board  Opinion No. 15 (APB 15)  "Earnings  Per Share."  Earnings  per share
     calculated in accordance with SFAS 128 is not expected to differ materially
     from earnings per share as calculated by the Company under APB 15.

11.  Commitments and contingencies

     The Company is involved in various litigation consisting almost entirely of
     product  and  general  liability  claims  arising in the  normal  course of
     business.  The Company maintains insurance policies relative to product and
     general  liability claims and has provided  reserves for the estimated cost
     of the self-insured retention;  accordingly, these actions, when ultimately
     concluded,  are not  expected  to have a  material  adverse  effect  on the
     financial position or results of operations of the Company.


                                     Page 9
<PAGE>

     The Company has financing  arrangements with certain third-party  financing
     institutions to facilitate  dealer  purchases of equipment under floor plan
     and rental fleet arrangements.  The aggregate outstanding loan balance on a
     consolidated  basis under these  agreements  was $78.0  million at June 30,
     1997. Under TRAK's agreements,  TRAK either provides a back-up guarantee of
     the  dealer's  credit  or  an  undertaking  to  repurchase  equipment  at a
     discounted price at specified times or under specified  circumstances.  The
     aggregate  outstanding  loan balance  under the TRAK  agreements  was $65.5
     million at June 30, 1997.  TRAK's  actual  exposure  under these  financing
     arrangements  is  significantly  less than the nominal amount  outstanding.
     Aggregate  losses  under  substantially  all  of  the  Company's  guarantee
     obligations to third party lenders with respect to its TRAK dealers in each
     of calendar  years 1996 and 1997 are limited to the greater of $1.5 million
     or 5% of the loan balance at the previous calendar year end  (approximately
     $2.5 million for 1997).

     Lull  is  also a party  to a  retail  finance  agreement  with a  financing
     company,  which  provides Lull  distributors  with  financing for equipment
     purchases  from Lull.  The  financing  company  has also  agreed to provide
     financing for  distributors'  purchases of Lull-produced  equipment used as
     rental  inventory by the  distributors.  Such  contracts are arranged on an
     installment  basis  with a  balloon  payment  by the  distributor  for  the
     residual  balance at the end of the term (typically due 48 months from date
     of  shipment).  In the  event  the  distributor  does  not  elect to pay or
     refinance the balloon  payment,  Lull has agreed to pay the residual amount
     if requested by the financing  company. A secured interest in the equipment
     financed is maintained by the finance company.  Aggregate  outstanding loan
     balances under this agreement as of June 30, 1997 were approximately  $12.5
     million.  This  contingency  would be reduced by proceeds from the sales of
     the equipment financed.

12.  Subsequent event

     On  July  19,  1997,  Omniquip  signed  a  definitive   agreement  for  the
     acquisition  of the  Snorkel  Division  of  Figgie  International  Inc.,  a
     manufacturer of aerial work platforms,  for $150 million plus assumption of
     certain  liabilities.  The  acquisition,  which will be accounted  for as a
     purchase, will be financed with debt.



                                    Page 10

<PAGE>

Item 2.   MANAGEMENT'S DISCUSSION AND ANALYSIS OF
          RESULTS OF OPERATIONS AND FINANCIAL CONDITION

Overview

The  following  discussion  summarizes  the  significant  factors  affecting the
consolidated   operating   results   and   financial   condition   of   Omniquip
International,  Inc.  (Omniquip  or the  Company)  for the three and nine months
ended June 30, 1997  compared to the three and nine months  ended June 30, 1996.
The discussion  should be read in conjunction  with the  consolidated  financial
statements,   notes  to  consolidated   financial  statements  and  management's
discussion and analysis of results of operations and financial  condition in the
Company's  Amendment  No. 2 to Form S-1 filed with the  Securities  and Exchange
Commission on February 20, 1997.

Certain statements included herein are forward-looking statements concerning the
Company's  operations,   economic  performance  and  financial  condition.  Such
statements are subject to various risks and uncertainties.  Actual results could
differ  materially from those currently  anticipated due to a number of factors,
including cyclical fluctuations in demand, loss of, or reduced orders under, the
Company's  contract  for the  sale of  ATLAS  vehicles,  the  inability  to make
complementary  acquisitions,  or to integrate any such  acquisitions,  and risks
associated  with the  substantial  borrowings  that may be  necessary to finance
acquisitions.

Results of Operations

The following  table sets forth for the periods  indicated the percentage of net
sales  represented  by certain  items  reflected in the  Company's  consolidated
statement of income:

<TABLE>

                                                          Three months ended June 30,            Nine months ended June 30,
                                                           1997                 1996              1997                1996

  <S>                                                      <C>                  <C>                <C>                 <C>
Net sales                                                 100.0%               100.0%            100.0%              100.0%
Cost of sales                                              72.7%                74.2%             73.3%               74.0%
                                                   --------------       --------------    --------------     ---------------

Gross profit                                               27.3%                25.8%             26.7%               26.0%
Selling, general and administrative
  expenses                                                 10.2%                13.4%             10.2%               14.0%
                                                   --------------       --------------    --------------     ---------------

Operating income                                           17.1%                12.4%             16.5%               12.0%
Interest expense                                            1.5%                 2.1%              2.7%                2.4%
Other finance charges                                       0.7%                 1.9%              0.7%                1.9%
                                                   --------------       --------------    --------------     ---------------
Income before income taxes and
  extraordinary item                                       14.9%                 8.4%             13.1%                7.7%
Provision for income taxes                                  6.0%                 3.5%              5.3%                3.0%
                                                   --------------       --------------    --------------     ---------------
Income before income taxes                                  8.9%                 4.9%              7.8%                4.7%
Extraordinary item                                          0.0%                 0.0%             -0.4%                0.0%
                                                   --------------       --------------    --------------     ---------------

Net income                                                  8.9%                 4.9%              7.4%                4.7%
                                                   ==============       ==============    ==============     ===============


</TABLE>
                                    Page 11

<PAGE>

Three Months Ended June 30, 1997 Compared to Three Months Ended June 30, 1996

Net sales for the three  months  ended  June 30,  1997 were  $74.7  million,  an
increase of $44.3  million over net sales of $30.4  million for the three months
ended June 30, 1996. Sales of telescopic  material handlers for the three months
ended June 30, 1997 were $62.5  million,  an increase of $41.4  million over the
1996  period.  Sales of skid steer  loaders for the three  months ended June 30,
1997 were $5.4 million,  a decrease of $0.8 million,  or 12.8%,  compared to the
three months ended June 30, 1996.  Sales of parts and  attachments for the three
months ended June 30, 1997 were $6.7  million,  an increase of $3.6 million over
the 1996 period. Of the $41.4 million increase in telescopic  material handlers,
$29.9 million was due to the  acquisition of Lull  International,  Inc.  (Lull),
which was  consummated  in August 1996,  $2.0 million was due to the start-up of
sales under the U.S. Army ATLAS contract, which had no sales in the 1996 period,
and the remaining  $9.5 million  reflected  continued  strong growth in the TRAK
International,  Inc. (TRAK) commercial telescopic business.  The decline in skid
steer loader sales primarily  reflected  reduced  shipments to Europe due to the
Company's  European  distributor  being  acquired by a  competitor.  Of the $3.6
million  increase  in parts and  attachments,  $2.7  million  resulted  from the
acquisition of Lull and the remaining $0.9 million  reflected  increased  demand
for parts  driven by the  increased  population  of TRAK units  operating in the
field.

Gross  profit for the three  months  ended June 30, 1997 was $20.4  million,  an
increase of $12.6 million over gross profit of $7.8 million for the three months
ended June 30,  1996.  The  increase in gross  profit  primarily  reflected  the
increase in net sales discussed  above.  The gross margin increased to 27.3% for
the three  months ended June 30, 1997 from 25.8% for the three months ended June
30, 1996.  The  improvement  in gross  margin was due to improved  manufacturing
efficiencies at all three Company plants,  price increases that were implemented
in  early  1997,  economies  due  to  higher  volumes  and an  increased  mix of
telescopic  material  handlers which carry higher  margins than other  products.
Partially  offsetting  these  improvements  was the effect of the acquisition of
Lull, whose gross margin has historically been lower than that of TRAK.

Selling,  general and administrative  (SG&A) expenses for the three months ended
June 30, 1997 were $7.7 million,  an increase of $3.6 million over SG&A expenses
of $4.1 million for the three  months  ended June 30, 1996.  Of the $3.6 million
increase,  $2.2 million  resulted from the  acquisition of Lull,  including $0.4
million of goodwill  amortization.  SG&A  expenses as a percentage  of net sales
decreased  to 10.3% for the three  months ended June 30, 1997 from 13.4% for the
three months ended June 30, 1996. This decrease in the SG&A percentage reflected
the effect of the acquisition of Lull,  whose SG&A  percentage has  historically
been lower than that of TRAK, as well as effective  control of SG&A expenses and
the relatively fixed nature of certain of these expenses.

Operating income for the three months ended June 30, 1997 was $12.7 million,  an
increase of $9.0  million  over  operating  income of $3.8 million for the three
months ended June 30, 1996.  Operating  margin  increased to 17.1% for the three
months ended June 30, 1997 from 12.3% for the 1996 period.  The  improvements in
operating income and operating margin reflected the factors described above.

Interest  expense for the three months ended June 30, 1997 was $1.1 million,  an
increase of $0.5  million  over  interest  expense of $0.6 million for the three
months ended June 30, 1996.  The increase in interest  expense was due primarily
to the increased  debt incurred to finance the August 1996  acquisition  of Lull
partially offset by subsequent  reduction of debt with proceeds from the initial
public offering in March 1997.

Other finance charges,  which are primarily comprised of dealer-related  finance
charges,  were $0.6 million for the three months ended June 30, 1997 compared to
$0.5 million for the three months ended June 30, 1996.  Other finance charges as
a percentage of net sales  decreased from 1.6% to 0.8%. The reduction in finance
charges  as a  percentage  of net  sales  reflected  the fact  that Lull has not
historically  incurred such charges as well as a reduction in the  percentage of
TRAK business being financed in the current quarter.

Provision  for income  taxes for the three  months  ended June 30, 1997 was $4.5
million  compared to $1.1 million for the three months ended June 30, 1996.  The
increase  reflected  the increase in income before income taxes of $8.6 million.
The  Company's  effective tax rate was 40.2% for the three months ended June 30,
1997 compared to 41.9% for the three months ended June 30, 1996.



                                    Page 12

<PAGE>

Net  income  for the three  months  ended  June 30,  1997 was $6.6  million,  an
increase of $5.2  million  over net income of $1.5  million for the three months
ended June 30, 1996, as a result of the factors described above.

Earnings  per share for the three  months  ended June 30,  1997 were  $0.46,  an
increase of $0.33 from  earnings  per share of $0.13 for the three  months ended
June  30,  1996 as a  result  of the  increase  in net  income  described  above
partially offset by an increase in the weighted average shares  outstanding from
11.3 million to 14.3 million.

Nine Months Ended June 30, 1997 Compared to Nine Months Ended June 30, 1996

Net sales for the nine  months  ended  June 30,  1997 were  $197.3  million,  an
increase of $115.8  million over net sales of $81.5  million for the nine months
ended June 30, 1996. Sales of telescopic  material  handlers for the nine months
ended June 30, 1997 were $165.2 million,  an increase of $106.0 million over the
1996 period. Sales of skid steer loaders for the nine months ended June 30, 1997
were $13.7 million,  unchanged  compared to the nine months ended June 30, 1996.
Sales of parts and  attachments  for the nine  months  ended June 30,  1997 were
$18.5 million,  an increase of $9.8 million over the 1996 period.  Of the $106.0
million increase in telescopic  material handlers,  $80.0 million was due to the
acquisition  of Lull,  $2.3  million was due to the  start-up of sales under the
U.S. Army ATLAS contract,  which had $0.7 million of prototype sales in the 1996
period,  and the remaining $23.7 million  reflected  continued  strong growth in
TRAK's commercial  telescopic  business.  Flat skid steer loader sales reflected
increased demand in North America and  internationally  outside of Europe offset
by reduced shipments to Europe due to the Company's  European  distributor being
acquired by a competitor. Of the $9.8 million increase in parts and attachments,
$7.0  million  resulted  from the  acquisition  of Lull and the  remaining  $2.8
million reflected increased demand for parts driven by the increased  population
of TRAK units operating in the field.

Gross  profit for the nine  months  ended June 30,  1997 was $52.8  million,  an
increase of $31.6 million over gross profit of $21.2 million for the nine months
ended June 30,  1996.  The  increase in gross  profit  primarily  reflected  the
increase in net sales discussed  above.  The gross margin increased to 26.8% for
the nine months  ended June 30,  1997 from 26.0% for the nine months  ended June
30, 1996.  The  improvement  in gross  margin was due to improved  manufacturing
efficiencies at all three Company plants,  price increases that were implemented
in early 1997,  economies due to higher  volumes and increased mix of telescopic
material  handlers  which carry higher  margins than other  products.  Partially
offsetting  these  improvements was the effect of the acquisition of Lull, whose
gross margin has historically been lower than that of TRAK.

Selling,  general and  administrative  (SG&A) expenses for the nine months ended
June 30, 1997 were $20.1 million, an increase of $8.7 million over SG&A expenses
of $11.4  million for the nine months ended June 30,  1996.  Of the $8.7 million
increase,  $6.1 million  resulted from the  acquisition of Lull,  including $1.1
million of goodwill  amortization.  SG&A  expenses as a percentage  of net sales
decreased  to 10.2% for the nine  months  ended June 30, 1997 from 14.0% for the
nine months ended June 30, 1996. This decrease in the SG&A percentage  reflected
the effect of the acquisition of Lull,  whose SG&A  percentage has  historically
been lower than that of TRAK, as well as effective  control of SG&A expenses and
the relatively fixed nature of certain of these expenses.

Operating  income for the nine months ended June 30, 1997 was $32.7 million,  an
increase of $22.8  million  over  operating  income of $9.8 million for the nine
months ended June 30,  1996.  Operating  margin  increased to 16.5% for the nine
months ended June 30, 1997 from 12.0% for the 1996 period.  The  improvements in
operating income and operating margin reflected the factors described above.

Interest  expense for the nine months ended June 30, 1997 was $5.3  million,  an
increase of $3.3  million  over  interest  expense of $1.9  million for the nine
months ended June 30, 1996.  The increase in interest  expense was due primarily
to the increased  debt incurred to finance the August 1996  acquisition  of Lull
partially offset by subsequent  reduction of debt with proceeds from the initial
public offering in March 1997.

Other finance charges,  which are primarily comprised of dealer-related  finance
charges,  were $1.6 million for the nine months ended June 30, 1997  compared to
$1.5 million for the nine months ended June 30, 1996. Other finance charges as a
percentage of net sales  decreased  from 1.8% to 0.8%.  The reduction in finance
charges  as a  percentage  of  sales  reflected  the  fact  that  Lull  has  not
historically  incurred such charges as well as a reduction in the  percentage of
TRAK business being financed in the 1997 period.


                                    Page 13
<PAGE>

Provision  for income  taxes for the nine  months  ended June 30, 1997 was $10.5
million  compared to $2.5 million for the nine months  ended June 30, 1996.  The
increase  reflected  the increase in income before income taxes of $19.6 million
and, to a lesser  extent,  an increase in the  effective  tax rate between these
periods.  The  Company's  effective tax rate was 40.5% for the nine months ended
June 30, 1997 compared to 39.5% for the nine months ended June 30, 1996.

Income from  continuing  operations  for the nine months ended June 30, 1997 was
$15.4  million,  an  increase  of $11.6  million  over  income  from  continuing
operations  of $3.8 million for the nine months ended June 30, 1996, as a result
of the factors described above.

In  March  1997,  in  connection  with  the  initial  public  offering  and  the
application  of the  proceeds  therefrom  to  repay  indebtedness,  the  Company
incurred an extraordinary  charge of $0.8 million, net of $0.5 million of income
tax  benefits,  related  to  prepayment  penalties  and  write-off  of  deferred
financing charges.

Net  income  for the nine  months  ended  June 30,  1997 was $14.6  million,  an
increase  of $10.8  million  from net  income  for the same  period in 1996 as a
result of the factors described above.

Earnings  per share for the nine  months  ended  June 30,  1997 were  $1.18,  an
increase of $0.84 from  earnings  per share of $0.34 for the nine  months  ended
June  30,  1996 as a  result  of the  increase  in net  income  described  above
partially offset by an increase in the weighted average shares  outstanding from
11.3 million to 12.4 million.

Capital Resources and Liquidity

Net cash  provided by operating  activities of the Company was $13.8 million for
the nine months ended June 30, 1997.  Working capital  (excluding the effects of
changes in cash and  current  portions  of  long-term  debt)  increased  by $5.2
million  in  the  period,   reflecting  increases  in  accounts  receivable  and
inventories  partially  offset  by  higher  accounts  payable,  all  related  to
increased  sales.  Cash provided by operating  activities of the Company for the
period was used primarily to finance capital  expenditures  of $1.6 million,  to
make  payments to former TRAK  shareholders  of $0.8  million tied to receipt of
orders under contracts with the U.S. Army and to repay existing indebtedness.

Net cash  provided by operating  activities  of the Company was $5.3 million for
the nine months ended June 30, 1996.  Working capital  decreased by $0.9 million
in  the  period, which   primarily   reflected  an  increase  in  other  current
liabilities. Cash provided by operating activities of the Company for the period
was used primarily to finance capital  expenditures of $1.1 million and to repay
existing indebtedness.

On March 20, 1997, the Company completed its initial  public  offering of common
stock,  selling 3 million primary and 6.2 million  secondary  shares  (including
shares issued upon exercise of the underwriters'  overallotment  option) for $14
per share.  Proceeds to the Company from the  offering of $37.6  million (net of
expenses of the offering of $1.7  million)  were used to repay $22.6  million of
subordinated  debt (including  accrued  interest and prepayment  fees) and $15.0
million of bank term debt.

The Company has borrowings under a revolving credit facility and two term loans.
The revolving  credit  facility  provides for  borrowings of up to the lesser of
$25.0  million or a  borrowing  base  calculated  on a  percentage  of  eligible
receivables and  inventories.  Borrowings under this facility are due August 16,
2003 and bear interest either at the bank's  corporate base rate plus 1.0% (9.5%
at June 30,  1997) or LIBOR plus 2.25%  (8.0% at June 30,  1997).  There were no
amounts outstanding under the revolving credit facility, other than $0.3 million
in  outstanding  letters of credit,  at June 30,  1997.  At June 30,  1997,  the
Company had unused borrowing capacity of $24.7 million under this facility.

Borrowings under the term loans are due in quarterly  installments  ranging from
$0.5  million to $3.1  million,  which  commenced  in October  1996 with a final
payment  in August  2003.  The term  loans  bear  interest  either at the bank's
corporate base rate plus 1.25% (9.75% at June 30, 1997) or LIBOR plus 2.5% (8.2%
at June 30,  1997).  The  Company  may elect to  convert  outstanding  term loan
balances between interest types at its discretion.


                                    Page 14

<PAGE>

On July 19, 1997, Omniquip signed a definitive  agreement for the acquisition of
the Snorkel  Division of Figgie  International,  Inc., a manufacturer  of aerial
work  platforms,  for $150 million plus assumption of certain  liabilities.  The
acquisition,  which will be accounted  for as a purchase,  will be financed with
senior bank debt.  Omniquip has a commitment from Morgan Stanley Senior Funding,
Inc. to provide up to $225 million in debt facilities subject to negotiation and
execution of a  mutually-satisfactory  loan  agreement.  Based on its ability to
generate funds from operations and the  availability of funds under its existing
and anticipated facilities with financial institutions,  the Company believes it
will have sufficient funds available to meet its currently anticipated operating
and capital expenditure requirements for its existing operations.

Backlog

The  Company's  backlog as of June 30,  1997 was $95.6  million,  of which $35.5
million relates to the ATLAS military contract It is expected that substantially
all of the  commercial  backlog and  approximately  two-thirds  of the  military
backlog will be shipped before June 30, 1998.





                                    Page 15
<PAGE>

OMNIQUIP INTERNATIONAL, INC.

PART II.  Other Information
--------------------------------------------------------------------------------

Item 6.  Exhibits and Reports on Form 8-K

         (a)   Exhibits

               Exhibit 27 - Financial Data Schedule

         (b)   Reports on Form 8-K

               None.

                                    Page 16

<PAGE>

                          OMNIQUIP INTERNATIONAL, INC.


                                   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.


                                    OMNIQUIP INTERNATIONAL, INC.



Date:  August 14, 1997              /s/ Philip G. Franklin
                                    --------------------------------
                                    Philip G. Franklin
                                    Vice President - Finance, Chief Financial
                                    Officer, Treasurer and Secretary
                                    (Principal financial and accounting
                                    officer)



<PAGE>

                                  EXHIBIT INDEX


                                                        Page No. in Sequential
    Exhibit No.      Description                        Numbering System
    -----------      -----------                        ----------------------
        27           Financial Data Schedule






<PAGE>