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 December 31, 1998
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)


--------------------------------------------------------------------------------
              (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 February 10, 1999 was 14,271,000.

<PAGE>

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

                                                                          Page
                                                                          Number
                                                                          ------
Part I  Financial Information

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

                     Consolidated Balance Sheet at December 31, 1998
                       and September 30, 1998 (Audited)                        3

                     Consolidated Statement of Income for the
                       three months ended December 31, 1998 and
                       December 31, 1997                                       4

                     Consolidated Statement of Changes in
                       Stockholders' Equity for the three months
                       ended December 31, 1998                                 5

                     Consolidated Statement of Cash Flows for the
                       three months ended December 31, 1998 and
                       December 31, 1997                                       6

                     Notes to Consolidated Financial Statements              7-9

        Item 2.     Management's Discussion and Analysis of Results of
                      Operations and Financial Condition                   10-15

        Item 3.     Quantitative and Qualitative Disclosures about 
                      Market Risk                                             15

Part II Other Information

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

Signatures                                                                    17



                                       2


<PAGE>

OMNIQUIP INTERNATIONAL, INC.
Item 1.  Financial Statements
Consolidated Balance Sheet
(Dollars in Thousands Except Per Share Data)
--------------------------------------------------------------------------------

<TABLE>
<CAPTION>
                                                                 December 31,            September 30,
                                                                      1998                    1998
                                                                  (unaudited)
<S>                                                              <C>                     <C>
Assets
Current assets:
    Cash                                                         $          933           $       4,684
    Accounts receivable, net                                             60,738                  66,580
    Inventories                                                          86,789                  71,065
    Prepaid expenses and other current assets                            10,350                  10,020
                                                                 ---------------         ---------------

      Total current assets                                              158,810                 152,349

Property, plant and equipment, net                                       47,331                  41,375
Goodwill, net                                                           119,394                 120,746
Other assets, net                                                         1,869                   1,992
                                                                 ---------------         ---------------

                                                                   $    327,404             $   316,462
                                                                 ===============         ===============

Liabilities and stockholders' equity 
Current liabilities:
    Current portion of long-term debt                              $     14,553           $      13,750
    Accounts payable                                                     50,422                  47,834
    Accrued liabilities                                                  25,496                  31,873
                                                                 ---------------         ---------------
      Total current liabilities                                          90,471                  93,457
                                                                 ---------------         ---------------

Long-term debt                                                          132,021                 124,250
Other noncurrent liabilities, net                                           418                     418
Deferred income taxes                                                     3,368                   3,368
                                                                 ---------------         ---------------

                                                                        135,807                 128,036
                                                                 ---------------         ---------------
Commitments and contingencies (Notes 3 and 6)

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; 14,271,000 and 14,270,000 shares
    issued and outstanding, respectively                                    143                     143
Additional paid-in capital                                               44,128                  44,128
Other                                                                     (731)                   (754)
Cumulative translation adjustment                                         (479)                 (1,657)
Retained earnings                                                        58,065                  53,109
                                                                 ---------------         ---------------

      Total stockholders' equity                                        101,126                  94,969
                                                                 ---------------         ---------------

                                                                    $   327,404             $   316,462
                                                                 ===============         ===============
</TABLE>

The accompanying  notes are an integral part of these consolidated financial 
statements.

                                       3

<PAGE>

OMNIQUIP INTERNATIONAL, INC.
Item 1.  Financial Statements
Consolidated Statement of Income (Unaudited)
(Amounts in Thousands Except Per Share Data)
--------------------------------------------------------------------------------


<TABLE>
<CAPTION>
                                                  Three months   Three months
                                                    ended           ended
                                                  December 31,   December 31
                                                     1998           1997
<S>                                               <C>            <C>
Net sales                                         $    113,513   $     84,575

Cost of sales                                           88,907         63,433
                                                  ------------   ------------
Gross profit                                            24,606         21,142

Selling, general and administrative expenses            13,092          9,459
                                                  ------------   ------------

Operating profit                                        11,514         11,683

Other expenses:
    Interest on indebtedness                             2,510          1,805
    Other finance charges                                  470            674
    Other, net                                            (36)           (47)
                                                  ------------   ------------
                                                         2,944          2,432
                                                  ------------   ------------

Income before income taxes and extraordinary item        8,570          9,251
Provision for income taxes                               3,471          3,711
                                                  ------------   ------------

Income before extraordinary item                         5,099          5,540

Extraordinary item - loss on debt refinancing, 
net of income tax benefit of $371                            -          (545)
                                                  ------------   ------------

Net income                                        $      5,099   $      4,995
                                                  ============   ============

Basic earnings per share:
    Income before extraordinary item              $       0.36   $       0.39
    Extraordinary item                                       -         (0.04)
                                                  ------------   ------------

    Net income                                    $       0.36   $       0.35
                                                  ============   ============

Weighted average shares                                 14,271         14,255
                                                  ============   ============

Diluted earnings per share:
    Income before extraordinary item              $       0.36   $       0.39
    Extraordinary item                                       -         (0.04)
                                                  ------------   ------------

    Net income                                    $       0.36    $      0.35
                                                  ============   ============

Weighted average shares                                 14,287         14,366
                                                  ============   ============

</TABLE>

The accompanying  notes are an integral part of these consolidated financial 
statements.

                                       4

<PAGE>

OMNIQUIP INTERNATIONAL, INC.
Item 1.  Financial Statements
Consolidated Statement of Changes in Stockholders' Equity (Unaudited)
(Dollars in Thousands)
--------------------------------------------------------------------------------

<TABLE>
<CAPTION>
                                  Compre-                Cumulative                Additional
                                  hensive     Retained   translation     Common      paid-in
                                   income     earnings   adjustment      stock       capital      Other      Total

<S>                               <C>        <C>          <C>           <C>         <C>          <C>         <C>
Balance, September 30, 1998                  $   53,109   $  (1,657)    $    143    $  44,128    $  (754)    $94,969
Net income (unaudited)            $   5,099       5,099                                                        5,099
Other comprehensive income:
    Foreign currency translation 
    adjustments (unaudited)           1,178                    1,178                                           1,178
                                 -----------
Comprehensive income (unaudited)  $   6,277
                                 ===========
Partial repayment of stock       
subscriptions receivable (audited)                                                                      23        23
Dividends paid (unaudited)                        (143)                                                        (143)
                                             ----------   ------------  ----------  ------------ ---------  ---------
Balance, December 31, 1998                    $  58,065    $   (479)    $    143    $  44,128    $   (731)  $101,126
                                             ==========   ============  ==========  ============ =========  =========

</TABLE>

The accompanying notes are an integral part of these consolidated financial
statements.


                                       5

<PAGE>

OMNIQUIP INTERNATIONAL, INC.
Consolidated Statement of Cash Flows (Unaudited)
(Dollars in Thousands)
--------------------------------------------------------------------------------


<TABLE>
<CAPTION>
                                                                                Three months   Three months
                                                                                   ended           ended
                                                                                December 31,   December 31,
                                                                                    1998           1997
<S>                                                                             <C>            <C>
Cash flows from operating activities:
   Net income                                                                   $      5,099    $      4,995
   Adjustments to reconcile net income to net cash provided
   by operating activities, excluding the effect of an acquisition:
     Depreciation                                                                      1,618             892
     Amortization                                                                        849             710
     Loss on debt refinancing                                                              -             916
     Decrease in notes receivable                                                         10              10
    (Increase) decrease in current assets, excluding the
     effect of an acquisition:
        Accounts receivable, net                                                       5,842         (7,066)
        Inventories                                                                 (15,724)         (1,217)
        Prepaid expenses and other current assets                                      (330)            (66)
     Increase (decrease) in current liabilities, excluding
     the effect of an acquisition:
        Accounts payable                                                               2,588         (3,819)
        Other current liabilities                                                    (5,812)         (6,922)
                                                                                -------------   -------------

Net cash used in operating activities                                                (5,860)        (11,567)
                                                                                -------------   -------------
Cash flows from investing activities:
    Acquisition of net assets of Snorkel Division of Figgie International Inc.             -       (107,640)
    Capital expenditures, net                                                        (7,574)         (1,424)
                                                                                -------------   -------------

Net cash used in investing activities                                                (7,574)       (109,064)
                                                                                -------------   -------------

Cash flows from financing activities:
    Proceeds from refinancing                                                              -         125,000
    Net proceeds from revolver                                                        11,000          28,640
    Payments on long-term debt                                                       (2,426)        (31,125)
    Payment of dividends                                                               (143)           (142)
    Financing costs                                                                        -         (1,742)
    Other                                                                                 74               -
                                                                                -------------   -------------

Net cash provided by financing activities                                              8,505         120,631
                                                                                -------------   -------------

Effect of exchange rate changes on cash                                                1,178               -
                                                                                -------------   -------------

Net change in cash                                                                   (3,751)               0
Cash beginning of period                                                               4,684               5
                                                                                -------------   -------------
Cash at end of period                                                           $        933    $          5
                                                                                =============   =============

</TABLE>

The accompanying  notes are an integral part of these consolidated financial 
statements.


                                       6

<PAGE>

OMNIQUIP INTERNATIONAL, INC.
Item 1.  Financial Statements
Notes to Consolidated Financial Statements
(Dollars in Thousands Except Per Share Data)
--------------------------------------------------------------------------------

 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 Form 10-K
         filed on December 28, 1998.

2.       Organization

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

         The accounts of the Company's  foreign  subsidiaries  are maintained in
         their  respective  local  currencies.   The  accompanying  consolidated
         financial  statements have been translated and adjusted to reflect U.S.
         dollars on the following  basis.  Assets and liabilities are translated
         into U.S. dollars at year-end exchange rates.  Income and expense items
         are translated at average exchange rates prevailing  during the period.
         Adjustments  resulting from the process of translating the consolidated
         amounts into U.S.  dollars are  accumulated  in a separate  translation
         adjustment account,  included in stockholders' equity. Common stock and
         additional  paid-in  capital are translated at historical  U.S.  dollar
         equivalents  in effect  at the date of  acquisition.  Foreign  currency
         transaction  gains and losses are included in earnings  currently.  The
         foreign  currency  transaction  gains and losses for the quarter  ended
         December 31, 1998 were not material.

3.       Snorkel acquisition and related financing

         On November  17,  1997,  OmniQuip  purchased  certain net assets of the
         Snorkel   Division   of  Figgie   International   Inc.   (Snorkel),   a
         Midwest-based  manufacturer  of aerial work  platforms  and aerial fire
         apparatus,  in a transaction accounted for under the purchase method of
         accounting.  The cash  purchase  price of  approximately  $100,000  was
         financed by borrowing under a new $165,000 senior credit facility which
         replaced the Company's existing credit facility. The purchase price was
         allocated  to the assets  acquired  and  liabilities  assumed  based on
         estimated fair values;  the excess of purchase price over the estimated
         fair value of net assets acquired at the date of acquisition (goodwill)
         approximated $59,000. The purchase price may be increased up to $50,000
         based on Snorkel's  net sales between April 1, 1998 and March 31, 1999;
         any such additional  purchase price is expected to result in additional
         goodwill  for  financial  reporting  purposes.   Snorkel's  results  of
         operations are reflected in the accompanying  financial statements from
         the date of acquisition.

         During  November 1997, in connection  with the  acquisition of Snorkel,
         the Company  entered  into a new credit  facility  which  replaced  the
         existing Loan and Security Agreement.  The new agreement provides for a
         $165,000  credit  facility  consisting  of a $40,000  revolving  credit
         facility  which expires in 2004 and a $125,000 term loan. The term loan
         requires  quarterly  principal  payments  ranging from $2,500 to $6,250
         commencing  on February  28, 1998 with final  maturity on November  30,
         2004.  Borrowings  under the agreement  bear interest at prime or LIBOR
         plus an  additional  rate  (ranging  from 0.0% to 1.125%)  based on the
         Company's  leverage  ratio  (debt/EBITDA).  At December 31,  1998,  the
         interest  rate on the  Company's  borrowings  ranged from 6.1% to 7.8%.
         Amounts  outstanding  under the revolving credit facility and term loan
         at  December  31,  1998 were  $34,000 and  $111,574,  respectively.  In
         addition,  the Company had 


                                       7

<PAGE>

OMNIQUIP INTERNATIONAL, INC.
Item 1.  Financial Statements
Notes to Consolidated Financial Statements
(Dollars in Thousands Except Per Share Data)
--------------------------------------------------------------------------------

         approximately  $200 in  outstanding  letters  of credit  and had unused
         borrowing capacity of $4,800 under this facility.

         In conjunction with entering into the new credit facility,  the Company
         recognized an extraordinary  loss in November 1997 of $545 attributable
         to the write-off of $916 of unamortized deferred financing fees, net of
         a related $371 tax benefit.

4.       Inventories

         Inventories consist of the following:

<TABLE>
<CAPTION>
                                                           December 31,           September 30,
                                                              1998                   1998
                                                           (unaudited)
          <S>                                             <C>                   <C>
          Raw material and purchased components           $     46,292          $     43,521
          Work-in-process                                       12,182                11,751
          Finished goods                                        28,083                15,651
          Unbilled government contract costs                       232                   142
                                                       ---------------------    ------------------
                                                          $     86,789          $     71,065
                                                       =====================    ==================
</TABLE>

5.       Stock options

         The Company has two stock option plans:  the 1996  Long-Term  Incentive
         Plan and the 1996 Directors  Non-Qualified Stock Option Plan. A summary
         of the status of the  Company's  stock  option plans as of December 31,
         1998 and the changes  during the three  months then ended is  presented
         below:

<TABLE>
<CAPTION>

                                                                      Shares               Weighted average
                                                                                            exercise price
          <S>                                                     <C>                  <C>
          Outstanding at September 30, 1998                              817,250       $        14.84
          Granted                                                          5,000       $        15.25
          Exercised                                                            -                  -
          Forfeited                                                     (10,000)       $         15.5
                                                                  ---------------

Outstanding at December 31, 1998                                         812,250       $        14.84
                                                                  ===============

Exercisable at December 31, 1998                                               -                  -

</TABLE>

         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. During
         the three  months ended  December  31, 1998 and 1997,  1,000 shares and
         10,000  shares,  respectively,  of restricted  stock were  granted.  No
         performance  stock  awards have been granted by the Company at December
         31, 1998.

6.       Commitments and contingencies

         The  Company  is  included  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 and other amounts not
         covered by  insurance;  accordingly,  these  actions,  when  ultimately


                                       8
<PAGE>

         concluded,  are not expected to have a material  adverse  effect on the
         financial position, cash flows or results of operations of the Company.

         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 $60,452 at December 31, 1998. Under the Company's  agreements,  the
         Company either provides a back-up  guarantee of a dealer's credit or an
         undertaking to repurchase  equipment at a discounted price at specified
         times or under specified  circumstances.  The Company'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 the Company's  dealers in each of calendar years 1997, 1998 and 1999
         are limited to the  greater of $1,500 or 5% of the loan  balance at the
         previous  calendar  year end  (approximately  $60,452  and  $55,100  at
         December 31, 1998 and 1997, respectively).

7.       Comprehensive income

         Statement  of  Financial  Accounting  Standards  No.  130  (SFAS  130),
         "Reporting   Comprehensive  Income",   establishes  standards  for  the
         reporting and display of  comprehensive  income and its components in a
         full set of general-purpose financial statements.  Comprehensive income
         represents  net income plus certain items that are charged  directly to
         stockholders'  equity. The only component of other comprehensive income
         for the Company relates to foreign  currency  translation  adjustments.
         The Company has adopted  SFAS 130 for the quarter  ended  December  31,
         1998.

8.       Earnings Per Share of Common Stock

         The following  table  represents  the  reconciliation  of income before
         extraordinary  loss and weighted  average  shares  outstanding  between
         basic  and  diluted  earnings  per share  for the  three  months  ended
         December 31, 1998 and 1997 (share data in thousands):

<TABLE>
<CAPTION>
                                                                         Three months ended
                                                                            December 31,
                                                                         1998          1997

<S>                                                                     <C>           <C>
Numerator:
Income before extraordinary loss                                         $   5,099    $   5,540
                                                                     ===========================

Denominator:
Basic weighted average shares outstanding                                   14,271       14,255
Effect of dilutive securities:
    Stock options                                                               16          111
                                                                     ---------------------------
Weighted average shares and dilutive potential common shares                14,287       14,366
                                                                     ===========================
</TABLE>

                                       9

<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  months  ended
December  31, 1998  compared to the three months  ended  December 31, 1997.  The
discussion  should  be read  in  conjunction  with  the  consolidated  financial
statements as of September  30, 1998 and the  associated  notes to  consolidated
financial  statements  included in the Company's  Form-10K filed on December 28,
1998.

On  November  17,  1997,  OmniQuip  purchased  certain net assets of the Snorkel
Division of Figgie International Inc. (Snorkel), a Midwest based manufacturer of
aerial work platforms and aerial fire apparatus,  in a transaction accounted for
under  the  purchase   method  of   accounting.   The  cash  purchase  price  of
approximately  $100 million was  financed by borrowing  under a new $165 million
senior credit  facility  which  replaced the Company's  existing  facility.  The
purchase  price was  allocated to the assets  acquired and  liabilities  assumed
based on estimated fair values;  the excess of purchase price over the estimated
fair  value  of net  assets  acquired  at the  date  of  acquisition  (goodwill)
approximated $59 million.  The purchase price may be increased up to $50 million
based on Snorkel's net sales between April 1, 1998 and March 31, 1999;  any such
additional  purchase  price is expected  to result in  additional  goodwill  for
financial reporting  purposes.  Snorkel's results of operations are reflected in
the accompanying financial statements from the date of acquisition.

Certain statements included herein are forward-looking statements concerning the
Company's  operations,   economic  performance  and  financial  condition.  Such
forward-looking  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,  manufacturing
capacity constraints and production  inefficiencies,  increased competition from
larger and better capitalized companies,  the effects on price and margin of the
rapid  consolidation  of  distributors,  the inability to achieve  expected cost
savings from the strategic  sourcing  initiatives,  field warranty campaigns for
certain  products,  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.


                                       10

<PAGE>

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:

                                                 Three months ended December 31,
                                                    1998                 1997
                                                    ----                 ----

Net sales                                            100.0%               100.0%
Cost of sales                                         78.3%                75.0%
                                             --------------       --------------

Gross profit                                          21.7%                25.0%

Selling, general and administrative
  expenses                                            11.6%                11.2%
                                             --------------       --------------

Operating income                                      10.1%                13.8%
Interest expense                                       2.2%                 2.1%
Other finance charges                                  0.4%                 0.8%
                                             --------------       --------------

Income before income taxes and
  extraordinary item                                   7.5%                10.9%
Provision for income taxes                             3.0%                 4.4%
                                             --------------       --------------
Income before income taxes                             4.5%                 6.5%
Extraordinary item                                        -                -0.6%
                                             --------------       --------------

Net income                                             4.5%                 5.9%
                                             ==============       ==============


Three months Ended December 31, 1998 Compared to Three Months Ended
December 31, 1997

Net sales for the three months ended December 31, 1998 were $113.5  million,  an
increase of $28.9  million over net sales of $84.6  million for the three months
ended  December  31, 1997.  Of the $28.9  million  increase,  net sales from the
Snorkel division (acquired in November 1997) accounted for $23.9 million,  while
net sales for the existing OmniQuip business increased by $5.0 million or 7.5%.

                                                               ($ in millions)
                                                              Three months ended
                                                                  December 31,

<TABLE>
<CAPTION>
                                                                                           Increase
                                                          1998              1997          (Decrease)
                                                          ----              ----          ----------
<S>                                                     <C>              <C>                <C>
Commercial Telescopic Material Handlers                 $        55.6    $        52.6      $        3.0
Military Telescopic Material Handlers                             5.9              5.3               0.6
Compact Products (1)                                              5.2              5.3             (0.1)
Aerial Work Platforms                                            37.4             16.1              21.3
Parts and Other Products                                          9.4              5.3               4.1
                                                       --------------   --------------      ------------
                                                       $      113.5     $        84.6        $      28.9
                                                       ==============   ==============      ============

</TABLE>
----------

(1)  Compact products  includes skid steer loaders,  mini-excavators,  power
     haulers and power lifters and articulated forklifts and loaders.


                                       11

<PAGE>

Commercial  sales of  telescopic  material  handlers  for the three months ended
December  31, 1998  increased  approximately  5.7% over the three  months  ended
December 31, 1997 due to continued  strong market  demand.  Military sales under
the U.S. Army ATLAS contract increased approximately 11.3% over the three months
ended December 31, 1997.  Sales of aerial work platforms  increased 17% on a pro
forma basis, also due to strong market demand. Sales of parts and other products
for the three months ended December 31, 1998 increased  approximately 77.9% over
the three months ended  December  31,  1997,  primarily  due to the net sales of
Snorkel parts.

Gross profit for the three months ended December 31, 1998 was $24.6 million,  an
increase of $3.5 million over gross profit of $21.1 million for the three months
ended  December 31, 1997. The increase in gross profit  primarily  reflected the
increase in net sales discussed  above.  The gross margin decreased to 21.7% for
the three months  ended  December 31, 1998 from 25.0% for the three months ended
December 31, 1997. The decline in gross margin was due partly to the addition of
Snorkel sales at a lower gross margin than existing OmniQuip sales. Gross margin
for the existing OmniQuip business decreased to 24.4% for the three months ended
December 31, 1998 from 26.7% for the three months ended December 31, 1997 due to
manufacturing  inefficiencies  at various of the Company plants,  primarily as a
result of a  relocation  of boom  manufacturing  operations  for all  telescopic
material  handler  product  lines to a new facility in Port  Washington,  and to
higher volume  discounts and rebates to large national  rental fleet  customers.

Selling,  general and administrative  (SG&A) expenses for the three months ended
December  31, 1998 were $13.1  million,  an increase of $3.6  million  over SG&A
expenses of $9.5 million for the three months  ended  December 31, 1997.  Of the
$3.6 million  increase,  $2.5 million  resulted from the acquisition of Snorkel,
including $0.2 million of goodwill  amortization.  SG&A expenses as a percentage
of net sales  increased to 11.5% for the three  months  ended  December 31, 1998
from 11.2% for the three months ended  December 31, 1997.  This  increase in the
SG&A percentage  reflected the effect of the acquisition of Snorkel,  whose SG&A
percentage is higher than that of OmniQuip.

Operating income for the three months ended December 31, 1998 was $11.5 million,
a decrease of $0.2 million,  or 1.4%, from operating income of $11.7 million for
the three months ended  December  31, 1997 due to the factors  discussed  above.
Operating margin decreased to 10.1% for the three months ended December 31, 1998
from  13.8%  for the  1997  period,  primarily  reflecting  the  effects  of the
acquisition of Snorkel and the gross margin decline discussed above. The decline
in operating margin primarily  reflected the acquisition of Snorkel as discussed
above.  Excluding  Snorkel,  operating  margin  declined  to 12.3% for the three
months ended  December  31, 1998 from 16.0% for the three months ended  December
31, 1997 due to the decline in gross margin discussed above.

Interest  expense for the three months ended December 31, 1998 was $2.5 million,
an increase of $0.7  million,  compared to interest  expense of $1.8 million for
the three months ended December 31, 1997.  The increase in interest  expense was
due primarily to the increased debt level outstanding for the three months ended
December 31, 1998 compared to the three months ended December 31, 1997.

Other finance charges,  which are primarily comprised of dealer-related  finance
charges, were $0.4 million for the three months ended December 31, 1998 compared
to $0.7 million for the three months ended December 31, 1997, reflecting a lower
proportion of financed  sales for the 1998 period.  Other  finance  charges as a
percentage  of net sales  decreased to 0.4% from 0.8%.  The reduction in finance
charges as a  percentage  of sales  primarily  reflected a shift in sales to the
national rental fleets which  historically have not utilized the  dealer-related
finance programs.

Provision for income taxes for the three months ended December 31, 1998 was $3.5
million  compared to $3.7 million for the three months ended  December 31, 1997.
The  decrease  reflected  the  decrease in income  before  income  taxes of $0.7
million.  The Company's  effective tax rate was 40.5% for the three months ended
December  31, 1998  compared to 40.3% for the three  months  ended  December 31,
1997.

Income from  continuing  operations for the three months ended December 31, 1998
was $5.1 million, a decrease of $0.4 million, or 8%, from income from continuing
operations  for the three  months  ended  December  31,  1997 as a result of the
factors described above.

                                       12

<PAGE>

In November  1997, in  connection  with the  refinancing  related to the Snorkel
acquisition, the Company incurred an extraordinary $0.5 million after-tax charge
for the write-off of deferred financing charges.

Net income for the three months ended  December  31, 1998 was $5.1  million,  an
increase of $0.1  million or 0.2% over net income of $5.0  million for the three
months ended December 31, 1997, as a result of the factors described above.

Basic and  diluted  earnings  per share  were $0.36 for the three  months  ended
December 31, 1998.  Basic and diluted  earnings per share,  before the effect of
the  extraordinary  item discussed above,  were $0.39 for the three months ended
December  31,  1997.  Basic and diluted  earnings per share for the three months
ended December 31, 1997 were $0.35.

Capital Resources and Liquidity

Net cash used in  operating  activities  of the Company was $5.9 million for the
three months ended December 31, 1998.  Working capital (excluding the effects of
changes in cash and  current  portions of  long-term  debt)  increased  by $13.4
million  in the  period,  primarily  reflecting  a  $15.7  million  increase  in
inventories and a $5.8 million decrease in other current liabilities,  offset by
a $5.8 million  decrease in accounts  receivable and a $2.6 million  increase in
accounts  payable.  The  decrease  in  accounts  receivable  and  other  current
liabilities  primarily  reflected  customer  utilization of volume rebates.  The
increase in inventories was due to certain  delayed  shipments due to the buying
patterns  of the  large  national  rental  fleets.  Net cash  used in  investing
activities was $7.6 million for capital expenditures.  See further discussion on
the capacity expansion program below.

Net cash used in operating  activities  of the Company was $11.6 million for the
three months ended December 31, 1997.  Working capital (excluding the effects of
changes in cash and  current  portions of  long-term  debt)  increased  by $19.1
million in the period,  primarily reflecting a $7.1 million increase in accounts
receivable,  a $6.9 million  decrease in other  current  liabilities  and a $3.8
million  decrease in accounts  payable.  Accounts  receivable  increased  due to
timing of shipments at the end of the quarter and temporary delays in collecting
certain accounts.  The decrease in other current liabilities primarily reflected
the issuance of volume rebates and the payment of year-end bonuses. The decrease
in accounts  payable  primarily  reflected  the pay off of past due  accounts at
Snorkel  subsequent to the  acquisition  on November 17, 1997.  Net cash used in
investing  activities  was $109.1  million  including  $1.4  million for capital
expenditures and $107.6 million for acquisition of the net assets of the Snorkel
Division of Figgie  International,  Inc. These cash  requirements  were financed
with a new credit facility described below.

During November 1997, in connection with the acquisition of Snorkel, the Company
entered into a new credit facility which replaced the existing loan and security
agreement.  The new  agreement  provides for a $165.0  million  credit  facility
consisting of a $40.0 million  revolving  credit  facility and a $125.0  million
term loan. The term loan requires quarterly principal payments ranging from $2.5
million to $6.25 million commencing on February 28, 1998 with the final maturity
on November 17, 2004.  Borrowings  under the  agreement  bear interest at a rate
that is  determined  from a pricing grid based on the Company's  leverage  ratio
(debt / EBITDA).  At December 31, 1998,  the interest rate under this  agreement
was prime or LIBOR plus 0.875%. In conjunction with entering into the new credit
facility,  the Company recognized an extraordinary loss in November 1997 of $0.5
million  attributable  to the write-off of $0.9 million of unamortized  deferred
financing fees, net of related tax benefits.

Amounts  outstanding  under the credit facility at December 31, 1998 were $146.6
million.  In addition,  the Company had $0.2 million in  outstanding  letters of
credit under this  revolving line of credit  facility.  At December 31, 1998 the
Company had unused borrowing capacity of $4.8 million under this facility.

Pursuant to the  Snorkel  acquisition,  the  Company  will be required to pay an
additional  purchase  price of up to $50  million  in May 1999.  The  additional
payment  will be  equal  to the  amount  of the net  sales  of  Snorkel  for the
twelve-month  period commencing on April 1, 1998 and ending on March 31, 1999 in
excess of $140 million,  such additional amount not to exceed $20 million,  plus
70% of the amount of the net sales of  Snorkel  during  the  Earn-Out  Period in
excess of $160 million, such additional amount not to exceed $30 million.  Based
on the  performance  of Snorkel  since  April 1,  1998,  the  Company  currently
estimates  this  payment is likely to be between $20 million

                                       13

<PAGE>

and $40 million and intends to finance such  payment  through an increase in the
existing  credit  facility.  Such an  increase in the credit  facility  would be
subject to  approval by the banks and will  likely  result in a higher  interest
rate.

Certain manufacturing  facilities have experienced capacity  constraints,  which
have limited production output and caused  manufacturing  inefficiencies  during
the last twelve months, thus affecting sales and gross margins. A major capacity
expansion program, which was launched in September 1998 and is described in more
detail below, is expected to address these issues.  However, it is expected that
these  capacity  constraints  will  continue  to affect  the  material  handling
business in fiscal 1999.

As the result of a major  capacity  expansion  program for  telescopic  material
handlers  launched in September  1998, the Company's  capital  expenditures  for
fiscal year 1999 will be higher than normal.  It is expected  that total capital
expenditures for the year ending  September 30, 1999 will be  approximately  $22
million, approximately $16 million of which is related to the capacity expansion
program. These capital expenditures are expected to be financed through internal
cash flow and existing credit lines,  with the exception of  approximately  $4.5
million related to the Oakes,  North Dakota building  expansion which are likely
to be financed through a capital lease. It is anticipated that approximately 75%
of the capital spending for fiscal year 1999 will occur in the first half of the
fiscal year.

Backlog

The Company's backlog as of December 31, 1998 was  approximately  $143.9 million
of which $30.3 million  relates to the ATLAS military  contract.  It is expected
that  substantially  all of the commercial  backlog and approximately 70% of the
military backlog will be shipped before December 31, 1999.

Market Risk

In the ordinary course of business,  the Company is exposed to foreign  currency
and interest  rate risks,  which the Company does not  currently  consider to be
material.  These exposures primarily relate to having investments denominated in
foreign  currencies and to changes in interest  rates.  Fluctuations in currency
exchange rates can impact operating  results,  including net sales and operating
expenses.  The Company may utilize derivative financial  instruments,  including
forward exchange contracts and swap agreements, to manage certain of its foreign
currency  and  interest  rate risks that it  considers  practical  to do so. The
Company  currently  has $65.0  million  outstanding  under an interest rate swap
agreement which fixes LIBOR at 6.24% through November 2004. The Company does not
enter into derivative financial  instruments for trading purposes.  Market risks
that the Company  currently has elected not to hedge relate to foreign  currency
exposure and the portion of the  floating  rate debt not covered by the interest
rate swap.

New Accounting Pronouncements

In June 1997 the FASB issued  Statement of Financial  Accounting  Standards  No.
131,  "Disclosures  about  Segments of an  Enterprise  and Related  Information"
("SFAS 131"). The statement requires that the Company report certain information
if  specific  requirements  are met  about  operating  segments  of the  Company
including  information  about services,  geographic areas of operation and major
customers.  SFAS 131 is effective for years  beginning  after December 15, 1997.
The Company is  evaluating  the  provisions  of SFAS 131 to determine its future
reporting requirements.

In June 1998 the FASB issued  Statement of Financial  Accounting  Standards  No.
133,  "Accounting  for Derivative  Instruments  and Hedging  Activities"  ("SFAS
133").  The  statement  establishes   accounting  and  reporting  standards  for
derivative  instruments and for hedging  activities and requires  recognition of
all  derivatives  on the  balance  sheet  measured  at fair  value.  SFAS 133 is
effective for all fiscal quarters  beginning after June 15, 1999. The Company is
continuing  to evaluate the  provisions  of SFAS 133 to determine  its impact on
financial position and results of operations.


                                       14

<PAGE>

Year 2000

The Company utilizes software and related computer technologies essential to its
operations that use two digits rather than four to specify the year, which could
result in a date  recognition  problem with the transition to the year 2000. The
Company  has  established  a  plan,  utilizing  third-party   consultants  where
necessary,  to assess  the  potential  impact of the year 2000 on the  Company's
systems and  operations  and to implement  solutions to address this issue.  The
Company has  substantially  completed the assessment of its internal systems for
year 2000  compliance  issues.  The Company's  plan for  remediation  includes a
combination  of repair and  replacement of affected  systems.  For the Company's
internal systems at TRAK and Lull, this remediation is an incidental consequence
of the ongoing  implementation  of a new integrated  core business  system.  The
Company  expects  the  remediation  phase to be  completed  by June 1999 and for
testing to be  conducted in July 1999.  For the  Company's  internal  systems at
Snorkel,  this remediation is a software patch for the existing system which has
been  implemented.  The Company  expects that all critical  systems will be year
2000 compliant by July 31, 1999.  Substantially  all of the costs incurred,  and
expected to be  incurred,  to achieve year 2000  compliance  have been and are a
part of ongoing  expenditures to upgrade systems.  The Company is dependent upon
various third  parties,  including  certain  product  suppliers,  to conduct its
business  operations.  The failure of mission-critical  third parties to achieve
year 2000 compliance  could have a material effect on the Company's  operations.
The  Company is  presently  in the  assessment  phase of its year 2000 plan with
respect to the Company's suppliers,  vendors and service providers for year 2000
compliance.  The Company expects to complete the assessment phase by April 1999.
The Company  plans to develop a  contingency  plan by June 1999 in the event its
systems or its  mission-critical  vendors do not achieve  year 2000  compliance.
However,  there  can be no  assurance  that  the  Company  will  not  experience
unanticipated  costs and/or business  interruptions due to year 2000 problems in
its  internal   systems  or  its  supply  chain,   or  that  such  costs  and/or
interruptions  will  not  have  a  material  adverse  effect  on  the  Company's
consolidated results of operations.


Item 3.  Quantitative and Qualitative Disclosures about Market Risk


See "Market Risk" under Item 2 hereof.










                                       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

                  On October 2, 1998, a Current  Report on Form 8-K was filed to
                  report,  pursuant  to Item 5  thereof,  the  amendment  of the
                  Rights Agreement,  dated as of August 21, 1998, by and between
                  the Company  and First  Chicago  Trust Company of New York, as
                  Rights Agent, and the amendment of the By-Laws of the Company.








                                       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:  February 11, 1999         /s/ Curtis J. Laetz
                                 -------------------
                                 Curtis J. Laetz
                                 Senior Vice President, Chief Administrative
                                   Officer and Assistant Secretary


                                /s/ David Peffer
                                ----------------
                                David Peffer
                                (Acting principal accounting and 
                                   financial officer)






<PAGE>


                                  EXHIBIT INDEX


Exhibit No.      Description
-----------      -----------

   27            Financial Data Schedule