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


For the Quarterly Period Ended June 30, 1999
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 August 13, 1999 was 14,262,000.


<PAGE>

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

                                                                           Page
                                                                          Number
                                                                          ------


Part I    Financial Information

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

                       Consolidated Balance Sheet at June 30, 1999
                         and September 30, 1998 (Audited)                     3

                       Consolidated Statement of Income for the
                         three and nine months ended June 30, 1999 and
                         June 30, 1998                                        4

                       Consolidated Statement of Changes in
                         Stockholders' Equity for the nine months
                         ended June 30, 1999                                  5

                       Consolidated Statement of Cash Flows for the
                         nine months ended June 30, 1999 and
                         June 30, 1998                                        6

                       Notes to Consolidated Financial Statements          7-10

           Item 2.     Management's Discussion and Analysis of Results of
                         Operations and Financial Condition               11-18

           Item 3.     Quantitative and Qualitative Disclosures
                         about Market Risk                                   18

Part II    Other Information

           Item 6.     Exhibits and Reports on Form 8-K                      19


Signatures                                                                   20


                                       2

<PAGE>

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

<TABLE>
<CAPTION>

                                                                      June 30,            September 30,
                                                                      1999                    1998
                                                                   (unaudited)
<S>                                                               <C>                     <C>
Assets
Current assets:
    Cash                                                                $   364                $  4,684
    Accounts receivable, net                                             59,236                  66,580
    Inventories                                                          82,107                  71,065
    Prepaid expenses and other current assets                            11,937                  10,020
                                                                  ==============          ==============

      Total current assets                                              153,644                 152,349

Property, plant and equipment, net                                       59,188                  41,375
Goodwill, net                                                           146,270                 120,746

Other assets, net                                                         3,113                   1,992
                                                                  ==============          ==============

                                                                      $ 362,215               $ 316,462
                                                                  ==============          ==============
Liabilities and stockholders' equity Current liabilities:
    Current portion of long-term debt                                  $ 21,466               $  13,750
    Accounts payable                                                     55,814                  47,834
    Accrued liabilities                                                  25,021                  31,873
                                                                  ==============          ==============

      Total current liabilities                                         102,301                  93,457
                                                                  ==============          ==============

Long-term debt                                                          147,554                 124,250
Other noncurrent liabilities, net                                           418                     418
Deferred income taxes                                                     3,368                   3,368
                                                                  ==============          ==============

                                                                        151,340                 128,036
                                                                  ==============          ==============

Commitments and contingencies (Notes 3, 4 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; 14,262,000 and 14,270,000 shares
      Issued and outstanding, respectively                                 143                     143
Additional paid-in capital                                              43,916                  44,128
Other                                                                     (419)                   (754)
Accumulated other comprehensive income                                    (905)                 (1,657)
Retained earnings                                                       65,839                  53,109
                                                                  ==============          ==============

      Total stockholders' equity                                       108,574                  94,969
                                                                  ==============          ==============

                                                                     $ 362,215               $ 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 Share and Per Share Data)
--------------------------------------------------------------------------------

<TABLE>
<CAPTION>
                                                 Three months ended June 30,      Nine months ended June 30,
                                                    1999            1998            1999             1998
                                                    ----            ----            ----             ----
<S>                                              <C>                <C>            <C>              <C>
Net sales                                           $ 149,444        $ 119,654      $  384,682       $   323,607

Cost of sales                                         123,963           92,158         310,240           247,476
                                               ------------------------------------------------------------------

Gross profit                                           25,481           27,496          74,442            76,131

Selling, general and administrative expenses           15,417           12,487          40,213            34,308
Restructuring charge                                    1,500                -           1,500                 -
                                               ------------------------------------------------------------------

Operating profit                                        8,564           15,009          32,729            41,823

Other expenses:
  Interest on indebtedness                              3,253            2,873           8,180             7,535
  Other finance charges                                 1,282              613           2,177             1,915
  Other, net                                              292            (139)             259             (134)
                                               ------------------------------------------------------------------
                                                        4,827            3,347          10,616             9,316
                                               ------------------------------------------------------------------

Income before income taxes and                          3,737           11,662          22,113            32,507
extraordinary item
Provision for income taxes                              1,513            4,723           8,955            13,129
                                               ------------------------------------------------------------------
Income before extraordinary item                        2,224            6,939          13,158            19,378

Extraordinary item, net of tax                              -                -               -             (545)
                                               ------------------------------------------------------------------
Net income                                          $   2,224        $   6,939      $   13,158        $   18,833
                                               ==================================================================

Basic earnings per share:
  Income before extraordinary item                   $   0.16         $   0.49       $    0.92         $    1.36
  Extraordinary item                                        -                -               -            (0.04)
                                               ------------------------------------------------------------------
  Net income                                         $   0.16         $   0.49       $    0.92         $    1.32
                                               ==================================================================

Weighted average shares                                14,268           14,260          14,270            14,258
                                               ==================================================================

Diluted earnings per share:
  Income before extraordinary item                   $   0.16         $   0.48       $    0.92         $    1.34
  Extraordinary item                                        -                -               -            (0.04)
                                               ------------------------------------------------------------------
  Net income                                         $   0.16         $   0.48       $    0.92         $    1.30
                                               ==================================================================

Weighted average shares                                14,274           14,445          14,288            14,430
                                               ==================================================================

</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)              $13,158       13,158                                                       13,158
Other comprehensive income:
    Foreign currency translation
    adjustments (unaudited)             752                       752                                             752
                                  ----------
Comprehensive income (unaudited)    $13,910
                                  ==========
Restricted stock transactions                                                            (212)         264         52
(unaudited)
Partial payment of stock subscriptions
receivable (unaudited)                                                                                  71         71
Dividends paid (unaudited)                         (428)                                                        (428)
                                              ----------- ------------ ------------ -----------  ---------- ----------

Balance, June 30, 1999                           $65,839      $ (905)     $ 143     $43,916         $ (419)  $108,574
                                              =========== ============ ============ ===========  ========== ==========
</TABLE>


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



                                       5

<PAGE>

OMNIQUIP INTERNATIONAL, INC.
Item 1.  Financial Statements
Consolidated Statement of Cash Flows (Unaudited)
(Dollars in Thousands)
--------------------------------------------------------------------------------


<TABLE>
<CAPTION>
                                                                                         Nine months            Nine months
                                                                                            ended                  ended
                                                                                           June 30,               June 30,
                                                                                             1999                   1999
<S>                                                                                      <C>                    <C>
Cash flows from operating activities:
    Net income                                                                                 $ 13,158         $  18,833
    Adjustments to reconcile net income to net cash provided
    by operating activities, excluding the effects of an acquisition:
      Depreciation                                                                                4,986             3,480
      Amortization                                                                                2,726             2,400
      Loss on disposition of assets                                                                 339
      Loss on debt refinancing                                                                        -               916
      Other                                                                                          52                 3
      (Increase)  decrease  in  current  assets,  excluding  the  effect  on  an
      acquisition:
         Accounts receivable, net                                                                 7,344          (17,067)
         Inventories                                                                           (11,042)          (11,869)
         Prepaid expenses and other current assets                                              (1,917)             (708)
      Increase  (decrease)  in current  liabilities,  excluding the effect on an
      acquisition:
         Accounts payable                                                                         7,980            15,608
         Other current liabilities                                                              (6,852)           (3,368)
                                                                                       -----------------  ----------------

Net cash provided by operating activities                                                        16,774             8,228
                                                                                       -----------------  ----------------
Cash flows from investing activities:
    Acquisition of net assets of Snorkel Division of Figgie International, Inc.                 (28,000)         (105,439)
    Capital expenditures, net                                                                   (18,623)           (6,057)
    Investment in Libra Compact Technologies                                                       (781)                -
    Payments to former TRAK shareholders for ATLAS program                                            -              (527)
                                                                                       -----------------  ----------------

Net cash used in investing activities                                                          (47,404)         (112,023)
                                                                                       -----------------  ----------------
Cash flows from financing activities:
    Proceeds from financing                                                                     47,000           125,000
    Net proceeds from (payments on) revolver                                                    (9,000)            21,042
    Payments on long-term debt                                                                 (11,495)          (36,125)
    Payment of dividends                                                                          (428)             (428)
    Financing costs                                                                               (590)           (1,742)
    Other                                                                                            71                 -
                                                                                       -----------------  ----------------
Net cash provided by financing activities                                                        25,558           107,747
                                                                                       -----------------  ----------------
Effect of exchange rate changes on cash                                                             752           (1,030)
                                                                                       -----------------  ----------------

Net change in cash                                                                              (4,320)             2,922
Cash beginning of period                                                                          4,684                 5
                                                                                       -----------------  ----------------
Cash at end of period                                                                           $   364        $    2,927
                                                                                       =================  ================

</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 (Unaudited)
(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 September
         30, 1998 Form 10-K filed with the Securities and Exchange Commission 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  period-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  nine  months  ended  June 30,  1999 and 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 borrowings  under a $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 will result in additional  goodwill
         for financial reporting  purposes.  On April 30, 1999, the Company paid
         an additional purchase price of $27,000, subject to audit confirmation.
         The Company expects to pay an additional amount of approximately $1,000
         (plus  accrued  interest  from  April  30,  1999)  when  the  audit  is
         finalized.  This  additional  payment of $1,000 has been accrued in the
         accompanying  consolidated  financial statements as additional goodwill
         and other current  liabilities.  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 senior credit  facility  which replaced the
         existing loan agreement.  The senior agreement  provided for a $165,000
         credit facility consisting of a $40,000 revolving credit facility and a
         $125,000 term loan. The term loan required quarterly principal payments
         ranging from $2,500 to $6,250 commencing on February 28, 1998

                                       7

<PAGE>

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

         with  final  maturity  on  November  30,  2004.  Borrowings  under  the
         agreement  bore  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).  On February 26, 1999,  the credit  facility was amended
         and restated as detailed below.

         The amended and restated credit facility provided for a $211,574 credit
         facility  consisting of a $40,000 revolving credit facility,  a $40,000
         delayed draw term loan and a $131,574 term loan.  The delayed draw term
         loan became effective upon payment of the additional  purchase price of
         Snorkel, the first installment of which ($27,000) was paid on April 30,
         1999. The term loans required quarterly principal payments ranging from
         $3,750 to $10,000 commencing on February 28, 1999 with a final maturity
         on November 30, 2004.  Borrowings  under the agreement bore interest at
         prime plus an  additional  rate  (ranging from 0.0% to 0.625%) based on
         the Company's leverage ratio  (debt/EBITDA) or LIBOR plus an additional
         rate  (ranging  from 1.0% to 1.625%)  based on the  Company's  leverage
         ratio (debt/EBITDA).

         On June 29,  1999,  the first  amendment  was made to the  amended  and
         restated  credit  facility,  which  adjusted  the  debt  covenants  and
         interest  rate and permitted  the  establishment  of a new money credit
         facility which became effective August 4, 1999. The amended facility of
         $215,396  consists of a $149,574 term loan, a $40,000  revolving credit
         facility and the new money revolving  credit  facility of $25,822.  The
         term loan requires quarterly  principal payments ranging from $5,250 to
         $10,000 commencing on August 31, 1999 with a final maturity of November
         30, 2004.  Borrowings are not permitted  under the new money  revolving
         credit  facility until the $40,000  revolving  credit facility is fully
         drawn.  The new money revolving credit facility expires on November 15,
         1999.  Borrowings  under the facilities  bear interest at prime plus an
         additional  rate  (ranging  from 0.75% to 2.00%) based on the Company's
         leverage ratio  (debt/EBITDA) or LIBOR plus an additional rate (ranging
         from  1.75%  to  3.00%)   based  on  the   Company's   leverage   ratio
         (debt/EBITDA).  At June 30,  1999,  the  Company's  borrowings  were at
         8.25%.  Amounts outstanding under the revolving credit facility and the
         term loan at June 30, 1999 were $15,000 and $149,574,  respectively. In
         addition,  the Company had approximately $157 in outstanding letters of
         credit  and  had  unused  borrowing  capacity  of  $24,843  under  this
         facility.  The Company also had an overline  facility of $10,000  which
         was canceled  June 28,  1999.  The Company was in  compliance  with all
         covenants or had obtained a waiver for an event of non-compliance under
         its credit facilities at June 30, 1999.

         In  conjunction  with  entering  into the  senior  credit  facility  in
         November 1997,  the Company  recognized an  extraordinary  loss of $545
         attributable to the write-off of $916 of unamortized deferred financing
         fees,  net of a  related  $371 tax  benefit.  In  conjunction  with the
         amended and  restated  credit  facility in February  1999,  the Company
         recorded  $590 of deferred  financing  costs.  The Company  will record
         additional deferred financing costs of approximately $900 in the fourth
         fiscal  quarter  ending  September  30,  1999,  related  to  the  first
         amendment and the new money credit facility.

4.       Lease Commitments

         In February 1999, the Company entered into a lease arrangement relating
         to a building  in Oakes,  North  Dakota.  The  agreement  extends for a
         period  of 180  months  and  contains  a  purchase  option.  The  lease
         obligation  and related  fixed  assets of $4,515 are  reflected  in the
         consolidated  financial statements as a capitalized lease in accordance
         with the  requirements of Statement of Financial  Accounting  Standards
         No. 13, "Accounting for Leases."

                                       8

<PAGE>

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


5.       Inventories

         Inventories consist of the following:

                                                June 30,           September 30,
                                                  1999                   1998
                                               (unaudited)

Raw material and purchased components            $ 51,975            $ 43,521
Work-in-process                                     5,952              11,751
Finished goods                                     24,180              15,651
Unbilled government contract costs                    ---                 142
                                                 =========           =========

                                                 $ 82,107            $ 71,065

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

6.       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 June 30, 1999
         and the changes during the nine months then ended is presented below:

                                                 Shares         Weighted average
                                                                 exercise price

Outstanding at September 30, 1998               817,250            $   14.84
Granted                                         420,750            $   10.56
Exercised                                             -                    -
Forfeited                                      (155,412)           $   14.17
                                              ==========           =========

Outstanding at June 30, 1999                  1,082,588            $   13.27
                                              ==========           =========

Exercisable at June 30, 1999                    155,576            $   13.90
                                              ==========           =========

         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 nine months  ended June 30, 1999 and 1998,  2,000 shares and 10,000
         shares, respectively,  of restricted stock were granted. No performance
         stock awards have been granted by the Company at June 30, 1999.

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 and other amounts not
         covered by  insurance;  accordingly,  these  actions,  when  ultimately
         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  $93,363 at June 30,  1999.  Under the  Company's  agreements,  the
         Company either provides a back-up guarantee of a dealer's credit or an

                                       9

<PAGE>

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

         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).

8.       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 adopted SFAS 130 for the quarter ended December 31, 1998.

9.       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 and nine  months
         ended June 30, 1999 and 1998 (share data in thousands):

<TABLE>
<CAPTION>

                                                                   Three months ended      Nine months ended
                                                                        June 30,                June 30,

                                                                     1999        1998        1999        1998
<S>                                                                <C>        <C>          <C>        <C>
Numerator:
Income before extraordinary loss                                   $ 2,224    $ 6,939      $13,158    $19,378
                                                                 ================================================
Denominator:
Basic weighted average shares outstanding                           14,268     14,260       14,270     14,258
Effect of dilutive securities:
    Stock options                                                        6        185           18        172
                                                                 ------------------------------------------------
Weighted average shares and dilutive potential common shares        14,274     14,445       14,288     14,430
                                                                 ================================================
</TABLE>

10.      Restructuring Charge

         During  the  quarter  ended  June 30,  1999,  the  Company  recorded  a
         restructuring  charge  of  $1.5  million  primarily  related  to  costs
         associated   with   reorganizing   the  Snorkel  aerial  work  platform
         operations,  rationalizing  the product  offerings  of certain  product
         lines at Snorkel,  and increasing the consolidation and integration for
         the Company's three business units.  Such costs are expected to be paid
         by September 30, 2000.



                                       10

<PAGE>

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

Overview

The  following  discussion  summarizes  the  significant  factors  affecting the
consolidated   operating   results   and   financial   condition   of   OmniQuip
International,  Inc.  (OmniQuip  or the  Company)  for the three and nine months
ended June 30, 1999  compared to the three and nine months  ended June 30, 1998.
The discussion  should be read in conjunction  with the  consolidated  financial
statements as of September 30, 1998 and the associated notes to the consolidated
financial  statements  included  in the  Company's  Form  10-K  filed  with  the
Securities and Exchange Commission 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 $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 will result in  additional  goodwill  for  financial
reporting  purposes.  As of April 30, 1999, the Company estimated the additional
purchase price to be $27 million, subject to audit confirmation,  which was paid
on April 30, 1999. As of July 31, 1999,  the Company  estimated  the  additional
purchase price to be approximately $28 million,  subject to audit  confirmation.
The estimated  additional  purchase  price of $1 million has been accrued in the
June 30, 1999  financial  statements  as  additional  goodwill and other current
liabilities.  Snorkel's  results of operations are reflected in the accompanying
financial  statements from the date of acquisition.  The $27 million payment was
financed under an amended and restated credit agreement described below.

Certain statements included herein are forward-looking statements concerning the
Company's  operations,  economic  performance  and  financial  condition and are
intended to qualify  for the safe  harbors  from  liability  established  by the
Private  Securities   Litigation  Reform  Act  of  1995.  Such   forward-looking
statements are subject to certain 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 of  restructuring  efforts,  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.


                                       11

<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      Nine months ended
                                          June 30,                  June 30,

                                       1999         1998       1999         1998
                                       ----         ----       ----         ----


Net sales                              100.0%     100.0%      100.0%      100.0%
Cost of sales                           82.9%      77.0%       80.6%       76.5%
                                       ------     ------      ------      ------
Gross profit                            17.1%      23.0%       19.4%       23.5%
Selling, general and administrative
  Expenses                              10.3%      10.4%       10.5%       10.6%
Restructuring charge                     1.0%         --        0.4%          --
                                       ------     ------      ------      ------
Operating income                         5.8%      12.6%        8.5%       12.9%
Interest expense                         2.2%       2.4%        2.1%        2.3%
Other finance charges                    1.1%       0.5%        0.7%        0.6%
                                       ------     ------      ------      ------
Income before income taxes and
  Extraordinary item                     2.5%       9.7%        5.7%       10.0%
Provision for income taxes               1.0%       3.9%        2.3%        4.0%
                                       ------     ------      ------      ------
Income before extraordinary item         1.5%       5.8%        3.4%        6.0%
Extraordinary item                         --         --          --        0.2%
                                       ------     ------      ------      ------
Net income                               1.5%       5.8%        3.4%        5.8%
                                       ======     ======      ======      ======


Three Months Ended June 30, 1999 compared to Three Months Ended June 30, 1998

Net sales for the three  months  ended June 30,  1999 were  $149.4  million,  an
increase of $29.7 million over net sales of $119.7  million for the three months
ended June 30, 1998. Net sales by product line were as follows:

                                                ($ in millions)
                                               Three months ended
                                                     June 30,

                                                                    Increase
                                           1999       1998         (Decrease)
                                           ----       ----         ----------

Commercial Telescopic Material Handlers   $  83.2     $  60.4       $  22.8
Military Telescopic Material Handlers         4.2         4.7         (0.5)
Compact Products (1)                          8.4         7.7            .7
Aerial Work Platforms                        46.2        38.2           8.0
Parts and Other Products                      7.4         8.7          (1.3)
                                          --------    --------      --------
                                          $ 149.4     $ 119.7       $  29.7
                                          ========    ========      ========

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

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


Commercial sales of telescopic material handlers for the three months ended June
30, 1999 increased approximately 37.7% over the three months ended June 30, 1998
due to continued strong market demand and the Company's


                                       12

<PAGE>


ability to fill market demand through  increased plant capacity.  Military sales
under the U.S. Army ATLAS contract decreased  approximately 10.4% from the three
months ended June 30, 1998.  This  decrease was planned and is a part of Company
management strategy to move higher levels of military sales to the calendar year
end, which has typically  seen reduced demand in commercial  sales of telescopic
material handlers.  Sales of aerial work platforms increased 20.9% due to higher
than  anticipated  sales as the  result  of an  aggressive  inventory  reduction
program  specifically  focusing on the scissors  product line.  Sales of compact
products  and parts and other  products for the three months ended June 30, 1999
were relatively flat compared to the three months ended June 30, 1998.

Gross  profit for the three  months  ended June 30,  1999 was $25.5  million,  a
decrease of $2.0 million from gross profit of $27.5 million for the three months
ended June 30,  1998.  The  decrease in gross profit  primarily  reflects  costs
associated  with  inventory  reduction  programs  for aerial work  platforms  at
Snorkel and  manufacturing  inefficiencies  at Snorkel resulting from efforts to
reduce finished goods inventory.  Also affecting gross profit was an increase in
costs  associated  with start-up  costs related to the addition and expansion of
two telescopic  material handling  facilities,  and with related  consulting and
employee  training  costs.  The gross  margin  decreased  to 17.1% for the three
months  ended June 30, 1999 from 23.0% for the three months ended June 30, 1998.
The decline in gross  margin was due to the increase in costs  discussed  above.
The Company expects only a modest  improvement in fourth quarter margin compared
to its third quarter of fiscal 1999.

Selling,  general and administrative  (SG&A) expenses for the three months ended
June 30, 1999 were $15.4 million, an increase of $2.9 million from SG&A expenses
of $12.5  million for the three months ended June 30, 1998.  SG&A  expenses as a
percentage  of net sales  decreased to 10.3% for the three months ended June 30,
1999 from 10.4% for the three months ended June 30, 1998.  This  increase in the
SG&A  expense  is  due  to  consulting  and  engineering  costs  related  to the
implementation of the strategic  sourcing  alliances with key suppliers for each
of the Company's major  components.  The potential annual cost savings from this
program is expected to be in the range of $10 to $15 million.

Restructuring  charge of $1.5 million  primarily  relates to severance and other
costs associated with  reorganizing  the Company's  Snorkel aerial work platform
operations,  rationalizing  the product  offerings of certain  product  lines at
Snorkel,  and increasing the  consolidation  and integration of OmniQuip's three
business units. Such costs are expected to be paid by September 30, 2000.

Operating  income for the three months ended June 30, 1999 was $8.6  million,  a
decrease of $6.4 million,  or 42.9%,  from operating income of $15.0 million for
the  three  months  ended  June 30,  1998 due to the  factors  discussed  above.
Operating margin decreased to 5.8% for the three months ended June 30, 1999 from
12.6% for the three months ended June 30, 1998,  primarily  reflecting the gross
margin decline and restructuring charge discussed above.

Interest  expense for the three months ended June 30, 1999 was $3.3 million,  an
increase of $0.4 million,  compared to interest  expense of $2.9 million for the
three  months  ended June 30,  1998.  The  increase in interest  expense was due
primarily to the increased  borrowings related to the additional  purchase price
for Snorkel.

Other finance charges,  which are primarily comprised of dealer-related  finance
charges,  were $1.3 million for the three months ended June 30, 1999 compared to
$0.6 million for the three months ended June 30, 1998,  reflecting the increased
use of financial  merchandise  programs for the national rental fleet customers.
Other finance  charges as a percentage of net sales increased to 1.1% from 0.5%.
The increase in finance charges as a percentage of sales  primarily  reflected a
shift in sales to the  national  rental  fleets  that now utilize  more  finance
programs.

Provision  for income  taxes for the three  months  ended June 30, 1999 was $1.5
million  compared to $4.7 million for the three months ended June 30, 1998.  The
decrease  reflected  the decrease in income before income taxes of $8.0 million.
The  Company's  effective tax rate was 40.5% for the three months ended June 30,
1999 and 1998.

Net income for the three months ended June 30, 1999 was $2.2 million, a decrease
of $4.7 million,  or 67.9%, from net income of $6.9 million for the three months
ended June 30, 1998, as a result of the factors described above.


                                       13

<PAGE>

Basic and diluted  earnings per share were $0.16 for the three months ended June
30,  1999.   Basic  and  diluted  earnings  per  share  were  $0.49  and  $0.48,
respectively, for the three months ended June 30, 1998.

Nine Months Ended June 30, 1999 compared to Nine Months Ended June 30, 1998

Net sales for the nine  months  ended  June 30,  1999 were  $384.7  million,  an
increase of $61.1  million over net sales of $323.6  million for the nine months
ended June 30, 1998. Of the $61.1 million  increase,  net sales from the Snorkel
division  (acquired in November  1997)  accounted for $24.4  million,  while net
sales for the existing OmniQuip business increased by $36.7 million, or 15.9%.
Net sales by product line were as follows:


                                                 ($ in millions)
                                                Nine months ended
                                                     June 30,
                                                                    Increase
                                           1999       1998         (Decrease)
                                           ----       ----         ----------

Commercial Telescopic Material Handlers   $ 211.9     $ 175.1       $  36.8
Military Telescopic Material Handlers        14.0        15.5         (1.5)
Compact Products (1)                         18.6        18.1           0.5
Aerial Work Platforms                       115.2        92.8          22.4
Parts and Other Products                     25.0        22.1           2.9
                                          --------    --------      --------
                                          $ 384.7     $ 323.6       $  61.1
                                          ========    ========      ========
-------------

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

Commercial sales of telescopic  material handlers for the nine months ended June
30, 1999 increased  approximately 21.0% over the nine months ended June 30, 1998
due to continued  strong market demand and increased plant capacity to fill this
demand.   Military   sales  under  the  U.S.  Army  ATLAS   contract   decreased
approximately  9.7% from the nine months ended June 30, 1998.  This decrease was
planned and was a part of Company  management  strategy to move higher levels of
military sales to the calendar year end, which has typically seen reduced demand
in  commercial  sales of  telescopic  material  handlers.  Sales of aerial  work
platforms were flat, on a pro forma basis. Sales of parts and other products for
the nine months ended June 30, 1999 increased  approximately 13.1% from the nine
months ended June 30, 1998,  due to an increasing  population of machines in the
field and Snorkel part sales.

Gross  profit for the nine  months  ended June 30,  1999 was $74.4  million,  an
decrease of $1.7 million over gross profit of $76.1  million for the nine months
ended June 30,  1998.  The  decrease in gross  profit  primarily  reflected  the
increased  manufacturing  costs  associated  with start-up  costs related to the
addition  and  expansion  of  two  telescopic  material  handling  manufacturing
facilities,  consulting and employee training costs, and the above noted charges
at Snorkel related to inventory reduction  programs.  The gross margin decreased
to 19.4% for the nine months  ended June 30, 1999 from 23.5% for the nine months
ended June 30,  1998.  The  decline in gross  margin was due to the  increase in
costs discussed above.

SG&A  expenses  for the nine months ended June 30, 1999 were $40.2  million,  an
increase of $5.9 million from SG&A expenses of $34.3 million for the nine months
ended June 30, 1998.  This increase is primarily due to the inclusion of Snorkel
for the entire nine-month  period,  and consulting and engineering costs related
to the implementation of the strategic sourcing alliances with key suppliers for
each of the Company's major  components.  The potential annual cost savings from
this program is expected to be in the range of $10 to $15 million. SG&A expenses
as a percentage  of net sales  decreased to 10.5% for the nine months ended June
30, 1999 from 10.6% for the nine months ended June 30, 1998.

                                       14

<PAGE>

Restructuring  charge of $1.5 million  primarily  relates to severance and other
costs associated with  reorganizing  the Company's  Snorkel aerial work platform
operations,  rationalizing  the product  offerings of certain  product  lines at
Snorkel,  and increasing the  consolidation  and integration of OmniQuip's three
business units.

Operating  income for the nine months ended June 30, 1999 was $32.7  million,  a
decrease of $9.1 million,  or 21.7%,  from operating income of $41.8 million for
the  nine  months  ended  June  30,  1998 due to the  factors  discussed  above.
Operating  margin decreased to 8.5% for the nine months ended June 30, 1999 from
12.9% for the nine months ended June 30, 1998,  primarily  reflecting  the gross
margin decline and restructuring charge discussed above.

Interest  expense for the nine months ended June 30, 1999 was $8.2  million,  an
increase of $0.7 million,  compared to interest  expense of $7.5 million for the
nine months  ended June 30,  1998.  The  increase  in  interest  expense was due
primarily to the increased debt level outstanding for the nine months ended June
30, 1999  compared to the nine months ended June 30, 1998,  partially  offset by
lower interest rates.  The increased debt levels  primarily relate to borrowings
to support working capital increases and to fund the additional Snorkel purchase
price.

Other finance charges,  which are primarily comprised of dealer-related  finance
charges,  were $2.2 million for the nine months ended June 30, 1999  compared to
$1.9 million for the nine months ended June 30,  1998,  reflecting  an increased
proportion of financed  sales for the 1999 period.  Other  finance  charges as a
percentage  of net sales  increased  to 0.7% from 0.6%.  The increase in finance
charges as a  percentage  of sales  primarily  reflected a shift in sales to the
national rental fleets that now use various financial merchandise programs.

Provision  for income  taxes for the nine  months  ended June 30,  1999 was $9.0
million  compared to $13.1 million for the nine months ended June 30, 1998.  The
decrease  reflected the decrease in income before income taxes and extraordinary
item of $10.4 million.  The Company's  effective tax rate was 40.5% for the nine
months ended June 30, 1999  compared to 40.4% for the nine months ended June 30,
1998.

Income from  continuing  operations  for the nine months ended June 30, 1999 was
$13.2 million, a decrease of $6.2 million, or 32.1%, from income from continuing
operations  for the nine  months  ended June 30, 1998 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 nine months ended June 30, 1999 was $13.2 million, a decrease
of $5.6 million,  or 30.1%, from net income of $18.8 million for the nine months
ended June 30, 1998, as a result of the factors described above.

Basic and diluted  earnings  per share were $0.92 for the nine months ended June
30,  1999.  Basic and  diluted  earnings  per  share,  before  the effect of the
extraordinary item discussed above, were $1.36 and $1.34, respectively,  for the
nine months ended June 30, 1998. Basic and diluted earnings per share were $1.32
and $1.30, respectively, for the nine months ended June 30, 1998.

Capital Resources and Liquidity

Net cash  provided by operating  activities of the Company was $16.8 million for
the nine months ended June 30, 1999.  Working capital  (excluding the effects of
changes in cash and  current  portions  of  long-term  debt)  decreased  by $4.5
million in the period.  The decrease  primarily reflects a $7.3 million decrease
in accounts receivable,  offset by a $11.0 million increase in inventories and a
$6.9 million  decrease in other  current  liabilities,  offset by a $8.0 million
increase  in  accounts  payable.  The  decrease  in  other  current  liabilities
primarily  reflected  customer  utilization of volume  rebates.  The increase in
inventories and accounts payable was due primarily to a build-up in inventory at
Snorkel. Net cash used in investing activities of $47.4 million included capital
expenditures  of $18.6 million,  $28.0 million for additional  purchase price of
Snorkel,  and $.8 million  investment in Libra Compact  Technologies  ("Libra").
Libra is a San Marino company which produces mini excavators  which are marketed
by the Company under the Scat Trak name. See further  discussion on the capacity
expansion  program below.  These cash requirements were financed with an amended
and restated credit facility described below.


                                       15

<PAGE>

Net cash  provided by operating  activities  of the Company was $8.2 million for
the nine months ended June 30, 1998.  Working capital  (excluding the effects of
the Snorkel  acquisition  and changes in cash and current  portions of long-term
debt)  increased by $17.4  million in the period,  primarily  reflecting a $17.1
million  increase in accounts  receivable,  an increase in  inventories of $11.9
million and a $3.4 million  decrease in other  current  liabilities  offset by a
$15.6 million increase in accounts payable. Accounts receivable increased due to
increased  sales  levels and the timing of  shipments at the end of the quarter.
Inventories  increased  primarily due to capacity  constraints  which  prevented
manufacturing  operations from achieving the planned  production  schedule.  The
decrease in other current liabilities primarily reflected the issuance of volume
rebates and the payment of year-end  bonuses.  The increase in accounts  payable
primarily reflected increased inventory purchases due to increases in production
schedules.  Net cash used in investing activities was $112.0 million,  including
$6.1 million for capital  expenditures and $105.4 million for the acquisition of
the net assets of Snorkel.

During February 1999, the Company amended and restated its credit facility.  The
amended and  restated  credit  facility  provided  for a $211.6  million  credit
facility  consisting  of a $40.0  million  revolving  credit  facility,  a $40.0
million  delayed draw term loan and a $131.6 million term loan. The delayed draw
term loan  became  effective  upon the  preliminary  payment  of the  additional
purchase price of Snorkel on April 30, 1999.

On June 29,1999, the Company entered into the first amendment to the amended and
restated  credit  facility,  which adjusted the debt covenants and interest rate
and  permitted the  establishment  of a new money credit  facility  which became
effective on August 4, 1999. The amended and restated credit  facility  provides
for a $215.4 million credit  facility  consisting of a $149.6 million term loan,
$40.0 million  revolving  credit  facility,  and the new money revolving  credit
facility of $25.8 million.  The new money revolving  credit facility  expires on
November 15, 1999.  The new money  revolving  credit  facility is only available
after the regular  revolving  facility is fully  drawn.  The term loan  requires
quarterly  principal  payments  ranging  from  $5.25  million  to $10.0  million
commencing  August  31,  1999 with the final  maturity  on  November  30,  2004.
Borrowings under the amended and restated agreement bear interest at a rate that
is  determined  from a  pricing  grid  based  on the  Company's  leverage  ratio
(debt/EBITDA).  At June 30, 1999,  the interest  rate under this  agreement  was
prime plus 2.0% or LIBOR plus 3.0%.  This amended credit facility is expected to
increase the Company's interest expense in future periods.

Amounts  outstanding  under the amended and restated credit facility at June 30,
1999  were  $164.6  million.  In  addition,  the  Company  had $0.2  million  in
outstanding  letters of credit under this revolving line of credit facility.  At
June 30, 1999 the Company had unused  borrowing  capacity of $24.8 million.  The
Company was in  compliance  with all  covenants  or had obtained a waiver for an
event of non-compliance under its credit facilities at June 30, 1999.

In February 1999,  the Company  entered into a lease  arrangement  relating to a
building in Oakes,  North Dakota. The agreement extends for period of 180 months
and contains a purchase option. The lease obligation and related fixed assets of
$4.5 million are reflected in consolidated financial statements as a capitalized
lease and requires monthly payments of principal and interest of $.38 million.

Pursuant  to  the  Snorkel  acquisition,  the  Company  was  required  to pay an
additional  purchase  price of up to $50  million  in May 1999.  The  additional
payment  was  equal to the net  sales of  Snorkel  for the  twelve-month  period
commencing on April 1, 1998 and ending on March 31, 1999 (the  Earn-Out  Period)
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  made a
preliminary  payment of $27 million on April 30, 1999 and financed  such payment
through the delayed draw term loan provision of the amended and restated  credit
facility. An additional payment of approximately $1.0 million may be required to
be paid  when  the  audit  is  completed.  This  payment  will be made  from the
revolving credit facility.

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

                                       16

<PAGE>


expected to address these issues.  However,  it is expected that these  capacity
constraints will continue to affect the material  handling  business  throughout
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  $25
million, approximately $20 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 that was financed
through a capital lease.  Approximately  90% of the capital  spending for fiscal
year 1999 had occurred in the first nine months of the fiscal year.

Backlog

The Company's backlog as of June 30, 1999 was approximately  $125.5 million,  of
which $39.9 million relates to the ATLAS military contract.  It is expected that
substantially  all  of  the  commercial  backlog  and  approximately  60% of the
military  backlog  will be  shipped  before  June 30,  2000.  The lower  backlog
primarily  reflects  reduced  orders for Snorkel  products.  Changes in customer
buying  patterns and  increased  capacity at the Company's  telescopic  material
handling plants also contributed to the reduction.

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 $61.3 million notional  principal amount outstanding under
an interest  rate swap  agreement  which fixes LIBOR at 6.24%  through  November
2004. The Company also has $17.5 million notional  principal amount  outstanding
under an interest rate swap agreement which fixes LIBOR at 5.625% through August
31, 2001.  The swap agreement  provides for quarterly  amounts which increase to
$19.8 million in November 1999 and reduce quarterly  thereafter until it expires
on August  31,  2001.  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 fiscal 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 of all fiscal years  beginning after June 15,
2000.  The Company is  continuing  to  evaluate  the  provisions  of SFAS 133 to
determine its impact on financial position and results of operations.

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


                                       17

<PAGE>

2000. The Company has  established a plan 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 August 31, 1999 and for testing to be conducted by  September  30, 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  September   30,  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 adverse 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 August 31, 1999. The Company plans
to develop a contingency  plan by September 30, 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.



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<PAGE>

OMNIQUIP INTERNATIONAL, INC.

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

Item 6.  Exhibits and Reports on Form 8-K

(a)      Exhibits

         Exhibit  10.1 - First  Amendment  to the  Amended and  Restated  Credit
         Agreement,   dated  as  of  June  29,  1999,  by  and  among   OmniQuip
         International,   Inc.,   Morgan  Stanley  Senior   Funding,   Inc.,  as
         Syndication  Agent and  Co-Arranger,  First  Union  National  Bank,  as
         Administrative Agent and Co-Arranger, and the various lending
         institutions set forth therein.

         Exhibit 10.2 - Second  Amendment and Waiver to the Amended and Restated
         Credit  Agreement,  dated as of July 29,  1999,  by and among  OmniQuip
         International,   Inc.,   Morgan  Stanley  Senior   Funding,   Inc.,  as
         Syndication  Agent and  Co-Arranger,  First  Union  National  Bank,  as
         Administrative Agent and Co-Arranger, and the various lending
         institutions set forth therein.

         Exhibit  10.3 - Credit  Agreement,  dated as of August 4, 1999,  by and
         among OmniQuip  International,  Inc.,  Morgan  Stanley Senior  Funding,
         Inc., as Syndication Agent and Co-Arranger, First Union Capital Markets
         Corp., as Co-Arranger,  First Union Investors,  Inc., as Administrative
         Agent, and the various lending institutions set forth therein.

         Exhibit 10.4 - Credit Insurance Recourse  Addendum,  dated May 7, 1999,
         by and between TRAK International,  Inc., OmniQuip International, Inc.,
         Lull  International  Inc. (f/k/a Lull  Industries,  Inc.),  and Snorkel
         International,  Inc. and Deutsche Financial Services Corporation (f/k/a
         ITT  Commercial  Finance  Corp.) and  Deutsche  Financial  Services,  a
         division  of  Deutsche  Bank  Canada  (successor  in  interest  to  ITT
         Commercial Finance, a division of ITT Industries of Canada Ltd.).

         Exhibit 27 - Financial Data Schedule


(b)      Reports on Form 8-K

         None.





                                       19


<PAGE>

OMNIQUIP INTERNATIONAL, INC.


                                    Signature

Pursuant  to the  requirements  of the  Securities  Exchange  Act of  1934,  the
Registrant  has duly  caused  this  report  to be  signed  on its  behalf by the
undersigned thereunto duly authorized.


                            OMNIQUIP INTERNATIONAL, INC.



Date: August 24, 1999       /s/ Thomas K. Breslin
                            ------------------------------
                            Thomas K. Breslin
                            Vice President - Finance and Chief Financial Officer
                            (Principal accounting and financial officer)


















                                       20


<PAGE>

                                  EXHIBIT INDEX


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

        10.1*  First  Amendment  to the Amended and Restated  Credit  Agreement,
               dated as of June 29, 1999, by and among  OmniQuip  International,
               Inc.,  Morgan Stanley Senior Funding,  Inc., as Syndication Agent
               and  Co-Arranger,  First Union National  Bank, as  Administrative
               Agent and Co-Arranger, and the various lending institutions set
               forth therein.

        10.2*  Second  Amendment  and Waiver to the Amended and Restated  Credit
               Agreement,  as of dated  July 29,  1999,  by and  among  OmniQuip
               International,  Inc.,  Morgan  Stanley Senior  Funding,  Inc., as
               Syndication Agent and Co-Arranger,  First Union National Bank, as
               Administrative Agent and Co-Arranger, and the various lending
               institutions set forth therein.

        10.3*  Credit  Agreement,  dated as of  August  4,  1999,  by and  among
               OmniQuip International, Inc., Morgan Stanley Senior Funding, Inc.
               as Syndication Agent and Co-Arranger, First Union Capital Markets
               Corp.,   as   Co-Arranger,   First  Union   Investors,   Inc.  as
               Administrative  Agent,  and the various lending  institutions set
               forth therein.

        10.4   Credit  Insurance  Recourse  Addendum,  dated May 7, 1999, by and
               between TRAK International,  Inc., OmniQuip International,  Inc.,
               Lull  International  Inc.  (f/k/a  Lull  Industries,  Inc.),  and
               Snorkel  International,  Inc.  and  Deutsche  Financial  Services
               Corporation  (f/k/a ITT  Commercial  Finance  Corp.) and Deutsche
               Financial Services, a division of Deutsche Bank Canada (successor
               in  interest  to  ITT  Commercial  Finance,  a  division  of  ITT
               Industries of Canada Ltd.).

        27*    Financial Data Schedule








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

*Previously filed.











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