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, 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)


--------------------------------------------------------------------------------
              (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 15, 1998 was 14,260,000.

<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, 1997
                       and September 30, 1997 (Audited)                        3

                      Consolidated Statement of Income for the three months
                       ended December 31, 1997 and December 31, 1996           4

                      Consolidated Statement of Changes in
                       Stockholders' Equity for the three months
                       ended December 31, 1997                                 5

                      Consolidated  Statement  of Cash  Flows for the three
                       months  ended  December  31, 1997 and December 31,
                       1996                                                    6

                      Notes to Consolidated Financial Statements             7-9

         Item 2.      Management's Discussion and Analysis of Results of
                       Operations and Financial Condition                  10-13

Part II  Other Information

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


Signatures




                                     Page 2
<PAGE>


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

<TABLE>
<CAPTION>
                                                                 December 31,             September 30,
                                                                     1997                    1997
                                                                  (unaudited)
<S>                                                              <C>                     <C>
Assets
Current assets:
   Cash and cash equivalents                                       $         5              $        5
   Accounts receivable, net                                             45,556                  22,689
   Inventories                                                          64,791                  30,956
   Prepaid expenses and other current assets                             9,513                   6,640
                                                                 --------------          --------------

      Total current assets                                             119,865                  60,290

Property, plant and equipment, net                                      37,522                  17,130
Goodwill, net                                                          124,183                  65,359
Other assets, net                                                        2,373                   1,519
                                                                 --------------          --------------

                                                                   $   283,943             $   144,298
                                                                 ==============          ==============

Liabilities and stockholders' equity 
Current liabilities:
   Current portion of long-term debt                              $     10,000             $     8,625
   Accounts payable                                                     28,909                  20,433
   Accrued liabilities                                                  21,416                  16,830
                                                                 --------------          --------------

      Total current liabilities                                         60,325                  45,888
                                                                 --------------          --------------

Long-term debt                                                         146,749                  25,609
Other noncurrent liabilities, net                                          422                     422
Deferred income taxes                                                    1,981                   1,981
                                                                 --------------          --------------

                                                                       149,152                  28,012
                                                                 --------------          --------------

Commitments and contingencies (Notes 3 and 7)

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; 14,260,000 and 14,250,000 shares
    issued and outstanding at December 31, 1997 and
    September 30, 1997, respectively                                       143                     143
Additional paid-in capital                                              43,902                  43,726
Notes receivable from stockholders and other                             (528)                   (352)
Cumulative translation adjustment                                        (785)                       -
Retained earnings                                                       31,734                  26,881
                                                                 --------------          --------------

      Total stockholders' equity                                        74,466                  70,398
                                                                 --------------          --------------

                                                                   $   283,943             $   144,298
                                                                 ==============          ==============
</TABLE>
The accompanying notes are an integral part of these consolidated financial 
statements.


                                     Page 3

<PAGE>

OMNIQUIP INTERNATIONAL, INC.
Consolidated Statement of Income (Unaudited)
(Dollars in Thousands Except Per Share Data)
--------------------------------------------------------------------------------

<TABLE>
<CAPTION>
                                                                                    Three months    Three months
                                                                                        ended           ended
                                                                                    December 31,    December 31,
                                                                                        1997             1996
<S>                                                                                 <C>             <C>
Net sales                                                                             $     84,575    $     59,166

Cost of sales                                                                               63,433          43,887
                                                                                   ----------------  --------------

Gross profit                                                                                21,142          15,279

Selling, general and administrative expenses                                                 9,459           5,755
                                                                                   ----------------  --------------

Operating profit                                                                            11,683           9,524

Other expenses:
   Interest on indebtedness                                                                  1,805           2,183
   Other finance charges                                                                       674             534
   Other, net                                                                                 (47)              55
                                                                                   ----------------  --------------

                                                                                             2,432           2,772
                                                                                   ----------------  --------------

Income before income taxes and extraordinary item                                            9,251           6,752
Provision for income taxes                                                                   3,711           2,774
                                                                                   ----------------  --------------

Income before extraordinary item                                                             5,540           3,978

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

Net income                                                                           $       4,995     $     3,978
                                                                                   ================  ==============

Basic earnings per share:
   Income before extraordinary item                                                   $       0.39     $      0.35
   Extraordinary item                                                                       (0.04)            0.00
                                                                                   ----------------  --------------

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

Weighted average shares                                                                     14,255          11,250
                                                                                   ================  ==============
Diluted earnings per share:
   Income before extraordinary item                                                   $       0.39     $      0.35
   Extraordinary item                                                                       (0.04)            0.00
                                                                                   ----------------  --------------

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

Weighted average shares                                                                     14,366          11,250

                                                                                   ================  ==============

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


                                     Page 4
<PAGE>

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


<TABLE>
<CAPTION>
                                                                 Notes
                                                              receivable
                                              Additional         from
                                   Common       paid-in        stockholders   Translation   Retained
                                   stock        capital        and other      adjustment    earnings      Total

<S>                              <C>           <C>            <C>             <C>            <C>         <C>
Balance, Septembe 30, 1997       $      143    $   43,726     $     (352)     $        0     $ 26,881    $ 70,398
Issuance of restricted stock                          176           (176)                                       -
Cumulative translation adjustment                                                  (785)                    (785)
Dividends paid                                                                                  (142)       (142)
Net income                                -             -               -              -        4,995       4,995
                                 -----------  ------------    ------------    -----------   ----------  ----------

Balance, December 31, 1997       $      143    $   43,902     $     (528)     $    (785)    $  31,734    $ 74,466
                                 ===========  ============    ============    ===========   ==========  ==========


</TABLE>
The accompanying notes are an integral part of these consolidated 
financial statements.



                                     Page 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,
                                                                                             1997              1996
<S>                                                                                      <C>              <C>
Cash flows from operating activities:
   Net income                                                                             $       4,995    $       3,978
   Adjustments to reconcile net income to net cash provided
    by operating activities, excluding the effect of an acquisition:
      Depreciation                                                                                  892              523
      Amortization                                                                                  710              512
      Loss on debt refinancing                                                                      916
      (Increase) decrease in notes receivable                                                        10               10
      (Increase) decrease in intangible assets                                                                     (152)
      (Increase)  decrease  in  current  assets,  excluding  the  effect  of  an
       acquisition:
        Accounts receivable, net                                                                (7,066)            2,878
        Inventories                                                                             (1,217)          (1,613)
        Prepaid expenses and other current assets                                                  (66)            (368)
      Increase  (decrease)  in current  liabilities,  excluding the effect of an
       acquisition:
        Accounts payable                                                                        (3,819)          (4,253)
        Other current liabilities                                                               (6,922)            3,799
                                                                                       -----------------  ---------------

Net cash provided by (used in) operating activities                                            (11,567)            5,314
                                                                                       -----------------  ---------------

Cash flows from investing activities
   Acquisition of net assets of Snorkel Division of Figgie International Inc.                 (107,640)
   Capital expenditures, net                                                                    (1,424)            (421)
                                                                                       -----------------  ---------------

Net cash used in investing activities                                                         (109,064)            (421)
                                                                                       -----------------  ---------------

Cash flows from financing activities:
   Proceeds from refinancing                                                                    125,000
   Net proceeds from revolver                                                                    28,640          (4,892)
   Payments on long-term debt                                                                  (31,125)
   Payment of dividends                                                                           (142)
   Financing costs                                                                              (1,742)
                                                                                       -----------------  ---------------

Net cash provided by (used in) financing activities                                             120,631          (4,892)
                                                                                       -----------------  ---------------

Net change in cash                                                                                    0                1
Cash beginning of period                                                                              5                1
                                                                                       -----------------  ---------------

Cash at end of period                                                                   $             5    $           2
                                                                                       =================  ===============

</TABLE>
The accompanying notes are an integral part of these consolidated financial
statements.

                                     Page 6
<PAGE>

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

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 8-K/A filed on December 2, 1997 and  incorporated
        by reference into the Company's Form 10-K filed on December 24, 1997.

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 form 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, 1997 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 to be 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  has  been
        preliminarily  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  consideration 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 payment 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 1.00% (7.00% at
        December 31,  1997).  Amounts  outstanding  under the  revolving  credit
        facility and tern loan at December  31, 1997 were $31,749 and  $125,000.
        In conjunction with entering into the new credit  facility,  the Company
        recognized an


                                     Page 7
<PAGE>

        extraordinary loss in November 1997 of $545 attributable to write-off of
        $916 of unamortized  deferred  financing fees, net of a related $371 tax
        benefit.

        The following table sets forth the pro forma information for OmniQuip as
        if the  Snorkel  acquisition  had  occurred  on October  1,  1996.  This
        information  is unaudited  and does not purport to represent  actual net
        sales or income before  extraordinary loss had the acquisition  actually
        occurred on October 1, 1996.

<TABLE>
<CAPTION>

                                                 Pro forma financial information (unaudited)
                                                      For the three         For the three
                                                       months ended          months ended
                                                    December 31, 1997     December 31, 1996

        <S>                                            <C>                   <C>

        Net sales                                      $     100,767         $     93,567
        Income before extraordinary loss               $       4,670         $      5,206
        Basic earnings per common share
         before extraordinary loss                     $        0.32         $       0.46
        Basic weighted average shares                         14,366               11,250

</TABLE>

4.      Inventories

        Inventories consist of the following:

<TABLE>
<CAPTION>

                                                                     December 31,          September 30,
                                                                        1997                   1997
                                                                    (unaudited)
        <S>                                                         <C>                   <C>
        Raw material and purchased components                         $     34,218          $     18,313
        Work-in-process                                                      8,771                 3,694
        Finished goods                                                      19,889                 6,090
        Unbilled government contract costs                                   1,913                 2,859
                                                                ---------------------   -------------------

                                                                      $     64,791          $     30,956
                                                                =====================   ===================
</TABLE>

5.      Stock options

        The Company has three stock option plans: the Long-Term  Incentive Plan,
        the Directors  Non-Qualified  Stock Option Plan and the Executive  Stock
        Option Plan.

        A summary of the status of the Company's 1996  Long-Term  Incentive Plan
        and  Directors  Non-Qualified  Stock Option Plan as of December 31, 1997
        and the changes during the three months then ended is presented below:

<TABLE>
<CAPTION>

                                                                                      Weighted average
                                                                     Shares            exercise price

        <S>                                                          <C>              <C>
        Outstanding at September 30, 1997                            438,752                  13.98
        Granted                                                      185,396                  17.48
        Exercised
        Forfeited                                                          -                      -
                                                                 --------------         --------------

                                     Page 8
<PAGE>

        <S>                                                          <C>              <C>        
        Outstanding at December 31, 1997                             624,148                  15.02
                                                                 ==============

        Exercisable at December 31, 1997                                   -                      -

</TABLE>

        At December 31, 1996,  no options  were granted  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.  No
        performance stock awards have been granted under the Long-Term Incentive
        Plan as of December 31, 1997.

6.      Earnings per share

        In  February  1997,  the  Financial  Accounting  Standard  Board  issues
        Statement  of  Financial   accounting  Standards  No.  128  (SFAS  128),
        "Earnings  Per  Share,"  which  changed  the  method of  computation  of
        earnings per share (EPS). SFAS 128 requires the computation of Basic EPS
        and Diluted EPS.  Basic EPS is based on the weighted  average  number of
        outstanding  common  shares  during  the  period  but does not  consider
        dilution for potentially dilutive  securities.  Diluted EPS reflects the
        effects of common  equivalent  shares  consisting of  outstanding  stock
        options.  The  common  equivalent  shares  arising  from the  effect  of
        outstanding stock options were computed using the treasury stock method,
        if dilutive.  EPS for the three months ended  December 31, 1996 has been
        restated in accordance with SFAS 128.

7.      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;  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.

        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 $55,100 at
        December  31,  1997.  Under TRAK's  agreements,  TRAK either  provides a
        back-up  guarantee of 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 $48,900 at December 30,  1997.  TRAK's  actual  exposure
        under these financing arrangements is significantly less than the normal
        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 1997 and 1998 are limited to
        the greater of $1,500 or 5% of the loan balance at the previous calendar
        year end (approximately $2,800 for 1998).

        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
        instalment  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 December 31, 1997
        were approximately $6,200. This contingency would be reduced by proceeds
        from the sales of the equipment financed.


                                     Page 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, 1997  compared to the three months  ended  December 31, 1996.  The
discussion  should  be read  in  conjunction  with  the  consolidated  financial
statements as of September  30, 1997 and the  associated  notes to  consolidated
financial  statements  included in the Company's 8-K/A filed on December 2, 1997
and incorporated by reference into the Company's  Form-10K filed on December 24,
1997.

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  to be
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  facility.  The purchase
price has been  preliminarily  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  consideration  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
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  fluctuation in demand,  loss of, reduced orders under,  the
Company's  contract  for the  sale of  ATLAS  vehicles,  the  inability  to make
complementary  acquisitions,  or to integrate  any such  acquisition,  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>
<CAPTION>

                                                       Three months ended Dec. 31,
                                                       1997                 1996

<S>                                               <C>                  <C>
Net sales                                                 100.0%               100.0%
Cost of sales                                              75.0%                74.2%
                                                  ---------------      ---------------

Gross profit                                               25.0%                25.8%
Selling, general and administrative
  expenses                                                 11.2%                 9.7%
                                                  ---------------      ---------------

Operating income                                           13.8%                16.1%
Interest expense                                            2.1%                 3.7%
Other finance charges                                       0.8%                 1.0%
                                                  ---------------      ---------------
Income before income taxes and
  extraordinary item                                       10.9%                11.4%
Provision for income taxes                                  4.4%                 4.7%
                                                  ---------------      ---------------
Income before income taxes                                  6.5%                 6.7%
Extraordinary item                                         -0.6%                 0.0%
                                                  ---------------      ---------------



                                    Page 10
<PAGE>

<S>                                               <C>                  <C>

Net income                                                  5.9%                 6.7%
                                                  ===============      ===============

</TABLE>

Three months Ended December 31, 1997 Compared to Three Months Ended 
December 31, 1996

Net sales for the three months ended  December 31, 1997 were $84.6  million,  an
increase of $25.4  million over net sales of $59.2  million for the three months
ended  December 31, 1996.  Net sales from the Snorkel  division,  acquired  from
Figgie  International  on November 17, 1997,  accounted for $17.5 million of the
$25.4  million  increase,  while net sales for the  existing  OmniQuip  business
increased  by $7.9 million or 13.3%.  Commercial  sales of  telescopic  material
handlers  for the three months ended  December 31, 1997 were $52.6  million,  an
increase of 4.8% over the 1996 period.  Military sales under the U.S. Army ATLAS
contract were $5.3 million for the three months ended  December 31, 1997.  Sales
of  production  units under this program  began early in calendar year 1997 and,
thus,  there was no revenue from this program in the quarter ended  December 31,
1996.  Sales of skid steer loaders for the three months ended  December 31, 1997
were $4.7  million,  an increase  of 3.1%  compared  to the three  months  ended
December  31,  1996.  Excluding  Europe,  where the  Company's  distributor  was
acquired  by a  competitor  a  year  ago,  skid  steer  loader  sales  increased
approximately  25% due  primarily  to  increased  market  penetration  in  North
America.  Sales of parts and other  products for the three months ended December
31, 1997 were $4.5 million,  which was essentially  flat with the same period in
1996.

Gross profit for the three months ended December 31, 1997 was $21.1 million,  an
increase of $5.9 million over gross profit of $15.3 million for the three months
ended  December 31, 1996. The increase in gross profit  primarily  reflected the
increase in net sales discussed  above.  The gross margin decreased to 25.0% for
the three months  ended  December 31, 1997 from 25.8% for the three months ended
December  31,  1996.  The  decline in gross  margin was due to the  addition  of
Snorkel sales at a lower gross margin than existing OmniQuip sales. Gross margin
for the existing OmniQuip business increased to 26.7% for the three months ended
December 31, 1997 from 25.8% for the three months ended December 31, 1996 due to
improved manufacturing efficiencies at all three Company plants, price increases
that were implemented in early 1997 and economies due to higher volumes.

Selling,  general and administrative  (SG&A) expenses for the three months ended
December  31, 1997 were $9.5  million,  an increase  of $3.7  million  over SG&A
expenses of $5.8 million for the three months  ended  December 31, 1996.  Of the
$3.7 million  increase,  $2.3 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 11.2% for the three  months  ended  December 31, 1997
from 9.7% for the three months ended  December  31, 1996.  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,  as well as costs related to being a
public  company which were not incurred  prior to the Company's  initial  public
offering on March 20, 1997.

Operating income for the three months ended December 31, 1997 was $11.7 million,
an increase of $2.2 million, or 22.7%, over operating income of $9.5 million for
the three months ended  December  31, 1996 due to the factors  discussed  above.
Operating margin decreased to 13.8% for the three months ended December 31, 1997
from 16.1% for the 1996  period.  The  decline  in  operating  margin  primarily
reflected the  acquisition  of Snorkel as discussed  above.  Excluding  Snorkel,
operating  margin declined to 16.0% for the three months ended December 31, 1997
from 16.1% for the three months  ended  December 31, 1996 due to the increase in
SG&A expenses discussed above.

Interest  expense for the three months ended December 31, 1997 was $1.8 million,
a decrease of $0.4 million  compared to interest expense of $2.2 million for the
three months ended December 31, 1996.  The decrease in interest  expense was due
primarily to the lower weighted  average cost of debt for the three months ended
December 31, 1997 compared to the three months ended December 31, 1996.

Other finance charges,  which are primarily comprised of dealer-related  finance
charges, were $0.7 million for the three months ended December 31, 1997 compared
to $0.5  million for the three months  ended  December  31,  1996,  reflecting a
higher  proportion of financed sales for the 1997 period.  Other finance charges
as a  percentage  of net sales  decreased  to 0.8% from 0.9%.  The  reduction in
finance  charges as a  percentage  of sales  primarily  reflected  the fact that
Snorkel has not historically incurred such charges.



                                    Page 11
<PAGE>

Provision for income taxes for the three months ended December 31, 1997 was $3.7
million  compared to $2.8 million for the three months ended  December 31, 1996.
The  increase  reflected  the  increase in income  before  income  taxes of $2.5
million.  The Company's  effective tax rate was 40.3% for the three months ended
December  31, 1997  compared to 41.1% for the three  months  ended  December 31,
1996.

Income from  continuing  operations for the three months ended December 31, 1997
was $5.5  million,  an  increase  of $1.5  million,  or 38.9%,  over income from
continuing  operations  for the three months ended December 31, 1996 as a result
of the factors described above.

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, 1997 was $5.0  million,  an
increase of $1.0  million or 25.2% over net income of $4.0 million for the three
months ended December 31, 1996, as a result of the factors described above.

Basic and diluted  earnings  per share,  before the effect of the  extraordinary
item  discussed  above,  was $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,  the same as basic and diluted earnings per share for the three
months  ended  December  31,  1996 as the  increase  in income  from  continuing
operations  described above was offset by the extraordinary item and an increase
in the weighted  average shares  outstanding  from 11.3 million to 14.3 million,
reflecting the effect of the Company's initial public offering in March 1997.

Capital Resources and Liquidity

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.

Net cash  provided by operating  activities  of the Company was $5.3 million for
the three months ended December 31, 1996. Working capital (excluding the effects
of changes in cash and current  portions of  long-term  debt)  decreased by $0.4
million for the period. Cash provided by operating activities of the Company for
the period was used to finance capital expenditures of $0.4 million and to repay
indebtedness.

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 30, 2004.  Borrowings  under the agreement bear interest at prime or
LIBOR plus 1.00%. 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 revolving line of credit facility at December 31,
1997  were  $31.7  million.  In  addition,  the  Company  had  $0.3  million  in
outstanding  letters of credit under this revolving line of credit facility.  At
September  30, 1997 the Company had unused  borrowing  capacity of $8.0  million
under this facility.


                                    Page 12

<PAGE>

Based on its ability to generate funds from  operations and the  availability of
funds under its new credit  facilities,  the Company  believes that it will have
sufficient  funds  available to meet its  currently  anticipated  operating  and
capital  expenditure   requirements  for  its  existing  and  recently  acquired
operations.

Backlog

The Company's backlog as of December 31, 1997 was  approximately  $124.0 million
of which $34.5 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, 1998.

















                                    Page 13

<PAGE>

OMNIQUIP INTERNATIONAL, INC.

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

Item 6.  Exhibits and Reports on Form 8-K

         (a)    Exhibits

                Exhibit 10.1 - Amended and Restated  Management  Agreement dated
                as of June 9, 1997 between Figgie International Inc. and Richard
                A. Solon

                Exhibit  10.2 -  Non-Competition  Agreement  dated as of June 9,
                1997 between Figgie International Inc. and Richard A. Solon

                Exhibit 27 - Financial Data Schedule

         (b)    Reports on Form 8-K

                (i) Form 8-K dated as of  December 1, 1997  (containing  audited
                financial  statements  for the fiscal year ended  September  30,
                1997)

                (ii)  Form 8-K  dated as of  December  2,  1997  (reporting  the
                acquisition,  on November 17, 1997, of the assets and assumption
                of  certain  liabilities  of  the  Snorkel  Division  of  Figgie
                International Inc.)

                (iii) Form 8-K/A dated as of December  12,  1997  (amending  the
                Form 8-K dated as of December 1, 1997)




                                    Page 14
<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 17, 1998               /s/ Philip G. Franklin
                                       ----------------------
                                       Philip G. Franklin
                                       Vice President - Finance, Chief Financial
                                       Officer, Treasurer and Secretary
                                       (Principal financial and accounting
                                       officer)






<PAGE>

                                  EXHIBIT INDEX

<TABLE>
<CAPTION>
<S>           <C>                                                             <C>
                                                                              Page No. in Sequential
Exhibit No.   Description                                                       Numbering System
-----------   -----------                                                       ----------------

   10.1       Amended and Restated Management Agreement dated as of June
              9, 1997 between Figgie International Inc. and Richard A.
              Solon

   10.2       Non-Competition Agreement dated as of June 9, 1997 between
              Figgie International Inc. and Richard A. Solon

   27         Financial Data Schedule


</TABLE>