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 March 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.)        
                                                   





            369 West Western Avenue, Port Washington, Wisconsin 53074
-------------------------------------------------------------------------------
                    (Address of principal executive offices)
                                   (Zip Code)


                                 (414) 284-5571
-------------------------------------------------------------------------------
              (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 May 8, 1997 was 14,250,000.

<PAGE>

OMNIQUIP INTERNATIONAL, INC.

Index
-------------------------------------------------------------------------------

                                                                         Page
Part I   Financial Information                                           Number

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

                   Consolidated Balance Sheet at March 31, 1997
                    and September 30, 1996 (Audited)                       3

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

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

                   Consolidated Statement of Cash Flows for the
                    six months ended March 31, 1997 and
                    March 31, 1996                                         6

                   Notes to Consolidated Financial Statements           7-10

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

Part II  Other Information

         Item 4.   Submission of Matters to a Vote of Security
                   Holders                                                16

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

Signatures

                                     Page 2
<PAGE>

OMNIQUIP INTERNATIONAL, INC.

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

<TABLE>

                                                      March 31, 1997     September 30, 1996
Assets                                                (Unaudited)
<S>                                                   <C>                <C>

Current Assets:
  Cash and cash equivalents                                 $5                $53
  Accounts receivable, net                              25,019             21,678
  Inventories                                           30,234             27,540
  Prepaid expenses and other current ass                 5,538              5,534
                                                      --------           --------
        Total current assets                            60,796             54,805
Property, plant and equipment, net                      16,031             16,490
Goodwill, net                                           65,694             65,571
Other assets, net                                        1,811              2,714
                                                      --------           --------
                                                      $144,332           $139,580
                                                      ========           ========

Liabilities and Stockholders' Equity

Current liabilities:
  Current portion of long-term debt                     $5,600             $3,875
  Accounts payable                                      21,134             20,895
  Accrued liabilities                                   13,878             16,642
                                                      --------           --------
        Total current liabilities                       40,612             41,412

Long-term debt                                          44,610             84,566
Other noncurrent liabilities, net                          422                422
Deferred income taxes                                      756                755

Commitments and contingencies (Note 11)

Stockholders' equity:
  Preferred stock, $.01 par value, 1,500,000 shares
   authorized; no shares issued and outstanding
 Common stock, $.01 par value,  100,000,000  shares  
  authorized;  14,250,000 and 11,250,000 shares 
  issued and outstanding at March 31, 1997 and
  September 30, 1996, respectively                         143                113
 Additional paid-in capital                             43,724              6,240
 Notes receivable from stockholders                       (352)              (352)
 Retained earnings                                      14,417              6,424
                                                      --------           --------
        Total stockholders' equity                      57,932             12,425
                                                      --------           --------
                                                      $144,332           $139,580
                                                      ========           ========

</TABLE>

        See accompanying Notes to Consolidated Financial Statements.

                                     Page 3
<PAGE>
OMNIQUIP INTERNATIONAL, INC.

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

<TABLE>
                                         Three months ended March 31,    Six months ended March 31,
                                             1997         1996                1997        1996
                                             ----         ----                ----        ----
<S>                                          <C>          <C>                 <C>         <C>  

Net sales                                    $63,452      $27,579             $122,618    $51,066

Cost of sales                                 46,345       20,345               90,232     37,675
                                             --------------------             -------------------

Gross profit                                  17,107        7,234               32,386     13,391

Selling, general and administrative            6,719        3,908               12,474      7,331
                                             --------------------             -------------------

Operating profit                              10,388        3,326               19,912      6,060

Other expenses:
 Interest on indebtedness                      1,883          651                4,182      1,317
 Other finance charges                           467          477                1,001      1,003
 Other, net                                      (25)          13                  (86)        16
                                             --------------------             -------------------
                                               2,325        1,141                5,097      2,336
                                             --------------------             -------------------

Income before income taxes and
 extraordinary item                            8,063        2,185               14,815      3,724
Provision for income taxes                     3,266          833                6,040      1,409
                                             --------------------             -------------------
Income before extraordinary item               4,797        1,352                8,775      2,315

Extraordinary item--loss on repayment of
 long-term debt, net of income tax benefit
 of $521                                        (782)                             (782)
                                             --------------------             -------------------
Net income                                    $4,015       $1,352               $7,993     $2,315
                                             ====================             ===================

Earnings per share:
  Income before extraordinary item             $0.41        $0.12                $0.77      $0.21
  Extraordinary item                           (0.06)                            (0.07)
                                             --------------------             -------------------
  Net income                                   $0.35        $0.12                $0.70      $0.21
                                             ====================             ===================
Weighted average shares                       11,618       11,250               11,432     11,250
                                             ====================             ===================

</TABLE>


                See accompanying Notes to Consolidated Financial Statements.

                                     Page 4
<PAGE>

OMNIQUIP INTERNATIONAL, INC.

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

<TABLE>

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

<S>                                         <C>       <C>          <C>             <C>          <C>
 
Balance, September 30, 1996                   $113       $6,240         ($352)      $6,424      $12,425
Net income                                                                           7,993        7,993
Proceeds from initial public offering           30       37,484                                  37,514
                                            ------    ---------    -----------     -------      -------
Balance, March 31, 1997                       $143      $43,724         ($352)     $14,417      $57,932
                                            ======    =========    ===========     =======      =======


</TABLE>

        See accompanying Notes to Consolidated Financial Statements.

                                     Page 5
<PAGE>

OMNIQUIP INTERNATIONAL, INC.

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

<TABLE>
                                                                   Six months ended
                                                                       March 31,

                                                                     1997     1996
                                                                     ----     ----
<S>                                                                  <C>      <C> 
Cash flows from operating activities:
  Net income                                                         $7,993   $2,315
  Adjustments to reconcile net income to net cash provided
    by operating activities:
    Depreciation                                                      1,048      477
    Amortization                                                        991      194
    Loss on repayment of long-term debt                               1,303      --
    (Increase) decrease in current assets:
      Accounts receivable, net                                       (3,341)     881
      Inventories                                                    (2,694)     114
      Prepaid expenses and other current assets                         (46)     222
    Increase (decrease) in current liabilities:
      Accounts payable                                                  239   (3,058)
      Other current liabilities                                      (2,764)     152
    Other                                                               (22)      (1)
                                                                    -----------------
Net cash provided by operating activities                             2,707    1,296
                                                                    -----------------
Cash flows from investing activities:
   Capital expenditures, net                                           (589)    (820)
   Payments to former TRAK shareholders for ATLAS                      (838)     --
   Other                                                                356     (119)
                                                                    -----------------
Net cash used in investing activities                                (1,071)    (939)
                                                                    -----------------
Cash flows from financing activities:
   Proceeds from initial public offering                             37,557      --
   Net payments on revolver                                            (831)     (87)
   Payments on long-term debt                                       (37,400)    (270)
   Debt prepayment fees                                              (1,010)     --
                                                                    -----------------
Net cash used in financing activities                                 (1,684)    (357)
                                                                    -----------------
Net change in cash                                                      (48)       0
Cash beginning of period                                                 53        1
                                                                    -----------------
Cash at end of period                                                    $5       $1
                                                                    =================       

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

                                     Page 6
<PAGE>

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

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

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

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

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


                       Pro forma information (unaudited)
             For the three months               For the six months 
             ended March 31, 1996               ended March 31, 1996
             --------------------               --------------------

Net sales           $53,425                           $97,393
Net income            2,411                             1,707

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

                                     Page 7

<PAGE>

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

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

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

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

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

6.   Inventories
     Inventories consist of the following:

                                                   March 31,   September 30,
                                                     1997           1996
                                                     ----           ----
        Raw material and purchased components      $17,431        $15,614
        Work-in-process                              3,481          4,302
        Finished goods                               7,765          7,094
        Unbilled government contract costs           1,557            530
                                                   ----------------------
                                                   $30,234        $27,540
                                                   ======================

7.   Boom warranty program
     During 1995,  prior to its acquisition by the Company,  Lull had determined
     that  a  specific   warranty   obligation  had  been  incurred  on  certain
     manufactured  boom units.  At the  acquisition  date, the estimated cost to
     complete the boom warranty  program  amounted to $2,000. A reserve for this
     amount was recorded in purchase  accounting  by the  Company.  At March 31,
     1997, and September 30, 1996, a corresponding liability of $512 and $1,557,
     respectively,  is reflected as a component of other current  liabilities in
     the accompanying balance sheet. This program is expected to be completed in
     fiscal 1997, and costs are not expected to exceed the current reserve.

                                     Page 8
<PAGE>

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

8.   Stock Options
     On March 20, 1997, the Company granted  options to purchase  357,750 shares
     of the  Company's  stock at an exercise  price of $14 per share to officers
     and  employees  under the 1996  Long-Term  Incentive  Plan and  options  to
     purchase  45,000 shares of the Company's  common stock at an exercise price
     of $14 per share to  directors  under  the  Directors  Non-Qualified  Stock
     Option Plan.  No options had been  granted  prior to this date under either
     plan. At March 31, 1997, no options were exercisable under either plan.

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

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

11.  Commitments and contingencies
     The Company is 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 $69.4 million at March 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 $59.6 million at
     March 31, 1997.  TRAK's actual exposure under these financing  arrangements
     is significantly less than the nominal amount outstanding. Aggregate losses
     under  substantially  all of the Company's  guarantee  obligations to third
     party  lenders with  respect to its TRAK dealers in each of calendar  years
     1996 and 1997 are limited to the greater of $1.5  million or 5% of the loan
     balance at the previous calendar year end  (approximately  $2.5 million for
     1997).

     Lull  is  also a party  to a  retail  finance  agreement  with a  financing
     company,  which  provides Lull  distributors  with  financing for equipment
     purchases  from Lull.  The  financing  company  has also  agreed to

                                     Page 9
<PAGE>
OMNIQUIP INTERNATIONAL, INC.
Item 1. Financial Statements
Notes to Consolidated Financial Statements
(Dollars in Thousands Except Per Share Data)
(Unaudited)

     provide  financing for distributors'  purchases of Lull-produced  equipment
     used as rental inventory by the  distributors.  Such contracts are arranged
     on an installment  basis with a balloon  payment by the distributor for the
     residual  balance at the end of the term (typically due 48 months from date
     of  shipment).  In the  event  the  distributor  does  not  elect to pay or
     refinance the balloon  payment,  Lull has agreed to pay the residual amount
     if requested by the financing  company. A secured interest in the equipment
     financed is maintained by the finance company.  Aggregate  outstanding loan
     balances under this agreement as of March 31, 1997 were  approximately $9.8
     million.  This  contingency  would be reduced by proceeds from the sales of
     the equipment financed.













                                    Page 10
<PAGE>

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

Overview

The  following  discussion  summarizes  the  significant  factors  affecting the
consolidated   operating   results   and   financial   condition   of   Omniquip
International, Inc. (Omniquip or the Company) for the three and six months ended
March 31, 1997  compared to the three and six months ended March 31,  1996.  The
discussion  should  be read  in  conjunction  with  the  consolidated  financial
statements,   notes  to  consolidated   financial  statements  and  management's
discussion and analysis of results of operations and financial  condition in the
Company's  Amendment  No. 2 to Form S-1 filed with the  Securities  and Exchange
Commission on February 20, 1997.

Certain statements included herein are forward-looking statements concerning the
Company's  operations,   economic  performance  and  financial  condition.  Such
statements are subject to various risks and uncertainties.  Actual results could
differ  materially from those currently  anticipated due to a number of factors,
including cyclical  fluctuation in demand, loss of, or reduced orders under, the
Company's  contract  for the  sale of  ATLAS  vehicles,  the  inability  to make
complementary  acquisitions,  or to integrate  any such  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>
                                   Three months ended March 31,   Six months ended March 31,
                                        1997          1996             1997         1996

<S>                                     <C>           <C>              <C>          <C>    
Net sales                               100.0%        100.0%           100.0%       100.0%
Cost of sales                            73.0%         73.8%            73.6%        73.8%
                                        ------        ------           ------       ------

Gross profit                             27.0%         26.2%            26.4%        26.2%
Selling, general and administrative
 expenses                                10.6%         14.2%            10.2%        14.3%
                                        ------        ------           ------       ------

Operating income                         16.4%         12.0%            16.2%        11.9%
Interest expense                          3.0%          2.4%             3.4%         2.6%
Other finance charges                     0.7%          1.7%             0.8%         2.0%
                                        ------        ------           ------       ------

Income before income taxes and
  extraordinary item                     12.7%          7.9%            12.0%         7.3%
Provision for income taxes                5.2%          3.0%             4.9%         2.8%
                                        ------        ------           ------       ------

Income before income taxes                7.5%          4.9%             7.1%         4.5%
Extraordinary item                       -1.2%          0.0%            -0.6%         0.0%
                                        ------        ------           ------       ------

Net income                                6.3%          4.9%             6.5%         4.5%
                                        ======        ======           ======       ======

</TABLE>
                                    Page 11
<PAGE>

Three Months Ended March 31, 1997 Compared to Three Months Ended March 31, 1996

Net sales for the three  months  ended  March 31,  1997 were $63.5  million,  an
increase of $35.9  million over net sales of $27.6  million for the three months
ended March 31, 1996. Sales of telescopic material handlers for the three months
ended March 31, 1997 were $53.1  million,  an increase of $32.5 million over the
1996  period.  Sales of skid steer  loaders for the three months ended March 31,
1997 were $4.3 million, which was  essentially  unchanged  from the 1996 period.
Sales of parts and  attachments  for the three  months ended March 31, 1997 were
$6.1  million,  an increase of $3.3 million  over the 1996 period.  Of the $32.5
million increase in telescopic  material handlers,  $24.6 million was due to the
acquisition of Lull  International,  Inc.  (Lull) and the remaining $7.9 million
reflected  continued  strong  growth in the existing  TRAK  International,  Inc.
(TRAK) telescopic business. The flat net sales for  skid steer loaders reflected
increased domestic demand offset by reduced  international  shipments due to the
Company's  European  distributor  being  acquired by a  competitor.  Of the $3.3
million  increase  in parts and  attachments,  $2.4  million  resulted  from the
acquisition  of   Lull  and  the  remaining  $0.9  million  primarily  reflected
increased  demand for parts  driven by the  increased  population  of TRAK units
operating in the field.

Gross  profit for the three months  ended March 31, 1997 was $17.1  million,  an
increase of $9.9  million over gross profit of $7.2 million for the three months
ended March 31,  1996.  The  increase in gross profit  primarily  reflected  the
increase in net sales discussed  above.  The gross margin increased to 27.0% for
the three  months  ended  March 31, 1997 from 26.2% for the three  months  ended
March  31,  1996.   The   improvement  in  gross  margin  was  due  to  improved
manufacturing  efficiencies  at all  three  plants,  price  increases  that were
implemented  during the current  quarter,  economies  due to higher  volumes and
increased mix of telescopic  material  handlers  which carry higher margins than
other products.  Partially  offsetting these improvements was the acquisition of
Lull, whose gross margin has historically been lower than that of TRAK.

Selling,  general and administrative  (SG&A) expenses for the three months ended
March 31, 1997 were $6.7 million, an increase of $2.8 million over SG&A expenses
of $3.9 million for the three  months ended March 31, 1996.  Of the $2.8 million
increase,  $2.1 million  resulted from the  acquisition of Lull  including  $0.4
million of goodwill  amortization.  SG&A  expenses as a percentage  of net sales
decreased  to 10.6% for the three months ended March 31, 1997 from 14.2% for the
three  months  ended  March  31,  1996.  This  decrease  in the SG&A  percentage
reflected the acquisition of Lull, whose SG&A percentage has  historically  been
lower than that of TRAK,  as well as effective  control of SG&A expenses and the
relatively fixed nature of certain of these expenses.

Operating income for the three months ended March 31, 1997 was $10.4 million, an
increase of $7.1  million  over  operating  income of $3.3 million for the three
months ended March 31, 1996.  Operating margins increased to 16.4% for the three
months ended March 31, 1997 from 12.0% for the 1996 period.  The improvements in
operating income and operating  margins  reflected the factors  described above.

Interest expense for the three months ended March 31, 1997 was $1.9 million,  an
increase of $1.2  million  over  interest  expense of $0.7 million for the three
months  ended March 31,  1996.  Interest  expense as a  percentage  of net sales
increased  to 3.0% for the three  months  ended March 31, 1997 from 2.4% for the
1996  period.  The  increase  in  interest  expenses  was due  primarily  to the
increased debt incurred to finance the August 1996 acquisition of Lull.

Other finance charges,  which are primarily comprised of dealer-related  finance
charges, were $0.5 million for the three months ended March 31, 1997, relatively
unchanged from the three months ended March 31, 1996. Other finance charges as a
percentage of net sales  decreased  from 1.7% to 0.7%.  The reduction in finance
charges  as a  percentage  of  sales  reflected  the  fact  that  Lull  has  not
historically  incurred such charges as well as a reduction in the  percentage of
TRAK business being financed in the current quarter.

Provision  for income  taxes for the three  months ended March 31, 1997 was $3.3
million  compared to $0.8 million for the three months ended March 31, 1996. The
increase reflected the increase in income before income taxes of $5.9 million as
well as an increase  in the  effective  tax rates  between  these  periods.  The
Company's effective tax rate was 40.5% for the three months ended March 31, 1997
compared to 38.1% for the three months ended March 31, 1996.

                                    Page 12
<PAGE>

Income from continuing  operations for the three months ended March 31, 1997 was
$4.8  million,  an  increase  of $3.4  million,  or  254.8%,  over  income  from
continuing operations of $1.4 million for the three months ended March 31, 1996,
as a result of the factors described above.

In  March  1997,  in  connection  with  the  initial  public  offering  and  the
application  of the  proceeds  therefrom  to  repay  indebtedness,  the  Company
incurred an extraordinary  charge of $0.8 million, net of $0.5 million of income
tax benefits,  or $.06 per share, related to prepayment penalties and  write-off
of deferred financing charges.

Net  income for the three  months  ended  March 31,  1997 was $4.0  million,  an
increase of $2.7 million, or 197.0%, from net income for the same period in 1996
as a result of the factors described above.

Earnings  per share for the three  months  ended  March 31,  1997 was $0.35,  an
increase of $0.23 from  earnings  per share of $0.12 for the three  months ended
March  31,  1996 as a result  of the  increase  in net  income  described  above
partially offset by an increase in the weighted average shares  outstanding from
11.3 million to 11.6 million.

Six Months Ended March 31, 1997 Compared to Six Months Ended March 31, 1996

Net sales for the six  months  ended  March 31,  1997 were  $122.6  million,  an
increase  of $71.5  million  over net sales of $51.1  million for the six months
ended March 31, 1996. Sales of telescopic  material  handlers for the six months
ended March 31, 1997 were $102.6 million,  an increase of $64.5 million over the
1996 period. Sales of skid steer loaders for the six months ended March 31, 1997
were $8.3  million,  an increase of $0.8  million or 10.8% from the 1996 period.
Sales of parts and  attachments  for the six months  ended  March 31,  1997 were
$11.7  million,  an increase of $6.2 million over the 1996 period.  Of the $64.2
million increase in telescopic  material handlers,  $50.1 million was due to the
acquisition of Lull and the remaining $14.1 million  reflected  continued strong
growth in the existing TRAK  telescopic  business.  Increased  skid steer loader
sales  reflected   increased   domestic  demand   partially  offset  by  reduced
international shipments due to the Company's European distributor being acquired
by a competitor.  Of the $6.2 million  increase in parts and  attachments,  $4.4
million  resulted from the  acquisition  of Lull and the remaining  $1.8 million
primarily   reflected  increased  demand  for  parts  driven  by  the  increased
population of TRAK units operating in the field.

Gross  profit for the six months  ended  March 31,  1997 was $32.4  million,  an
increase of $19.0  million over gross profit of $13.4 million for the six months
ended March 31,  1996.  The  increase in gross profit  primarily  reflected  the
increase in net sales discussed  above. The gross margin increased to  26.4% for
the six months  ended March 31,  1997 from 26.2% for the six months  ended March
31, 1996.  The  improvement  in gross  margin was due to improved  manufacturing
efficiencies at all three plants,  price increases that were implemented  during
the  second  fiscal  quarter  and  economies  due to higher  volumes.  Partially
offsetting  these  improvements  was the acquisition of Lull, whose gross margin
has historically been lower than that of TRAK.

SG&A  expenses  for the six months ended March 31, 1997 were $12.5  million,  an
increase of $5.1 million  over SG&A  expenses of $7.3 million for the six months
ended March 31, 1996. Of the $5.1 million  increase,  $4.2 million resulted from
the acquisition of Lull, including $0.8 million of goodwill  amortization.  SG&A
expenses  as a  percentage  of net sales  decreased  to 10.2% for the six months
ended March 31, 1997 from 14.3% for the six months  ended March 31,  1996.  This
decrease in the SG&A percentage  reflected the  acquisition of Lull,  whose SG&A
percentage has historically  been lower than  that of TRAK, as well as effective
control of SG&A  expenses  and the  relatively  fixed nature of certain of these
expenses.

Operating  income for the six months ended March 31, 1997 was $19.9 million,  an
increase of $13.9  million  over  operating  income of $6.1  million for the six
months ended March 31, 1996.  Operating  margins  increased to 16.2% for the six
months ended March 31, 1997 from 11.9% for the 1996 period.  The improvements in
operating income and operating  margins  reflected the factors  described above.
Interest  expense for the six months ended March 31, 1997 was $4.2  million,  an
increase  of $2.9  million  over  interest  expense of $1.3  million for the six
months  ended March 31,  1996.  Interest  expense as a  percentage  of net sales
increased  to  3.4% for the six months  ended  March 31,  1997 from 2.6% for the
1996  period.  The  increase  in  interest  expenses  was due  primarily  to the
increased debt incurred to finance the August 1996 acquisition of Lull.

                                    Page 13
<PAGE>

Other finance charges,  which are primarily comprised of dealer-related  finance
charges,  were $1.0 million for the six months ended March 31, 1997,  relatively
unchanged from the six months ended March 31, 1996.  Other finance  charges as a
percentage of net sales  decreased  from 2.0% to 0.8%. The  reduction in finance
charges as a percentage of net sales primarily  reflected the fact that Lull has
not historically incurred such charges.

Provision  for income  taxes for the six months  ended  March 31,  1997 was $6.0
million  compared to $1.4 million for the six months  ended March 31, 1996.  The
increase  reflected  the increase in income before income taxes of $11.1 million
as well as an increase in the effective tax rates  between  these  periods.  The
Company's  effective  tax rate was 40.8% for the six months ended March 31, 1997
compared to 37.8% for the six months ended March 31, 1996.

Income from  continuing  operations  for the six months ended March 31, 1997 was
$8.8  million,  an  increase  of $6.5  million,  or  279.0%,  over  income  from
continuing  operations  of $2.3 million for the six months ended March 31, 1996,
as a result of the factors described above.

In  March  1997,  in  connection  with  the  initial  public  offering  and  the
application  of the  proceeds  therefrom  to  repay  indebtedness,  the  Company
incurred an extraordinary  charge of $0.8 million, net of $0.5 million of income
tax benefits,  or $.07 per share, related  to prepayment penalties and write-off
of deferred financing charges.

Net income for the six months ended March 31, 1997 was $8.0 million, an increase
of $5.7  million,  or 245.3%,  from net income for the same  period in 1996 as a
result of the factors described above.

Earnings  per share  for the six  months  ended  March 31,  1997 was  $0.70,  an
increase  of $0.49 from  earnings  per share of $0.21 for the six  months  ended
March  31,  1996 as a result  of the  increase  in net  income  described  above
partially offset by an increase in  the weighted average shares outstanding from
11.3 million to 11.4 million.

Capital Resources and Liquidity

Net cash  provided by operating  activities  of the Company was $2.7 million for
the six months ended March 31, 1997.  Working capital  (excluding the effects of
changes in cash and  current  portions  of  long-term  debt)  increased  by $8.6
million   in   the  period  reflecting  increases  in  accounts  receivable  and
inventories  to support  higher  sales  levels and reduced  accrued  liabilities
resulting  primarily from volume rebates applied to customer accounts during the
second fiscal quarter.  Cash provided by operating activities of the Company for
the period was used primarily to finance capital  expenditures of  $0.6 million,
payments to former TRAK  shareholders  of $0.8 million tied to receipt of orders
under contracts with the U.S. Army and repayment of existing indebtedness.

Net cash  provided by operating  activities  of the Company was $1.3 million for
the six months ended March 31, 1996.  Working capital  increased by $1.7 million
in the period  reflecting  a decrease in accounts  payable from  unusually  high
levels  in  the  first  fiscal  quarter  of 1996.  Cash  provided  by  operating
activities of the Company for the period was used  primarily to finance  capital
expenditures  of  $0.8  million  and  repayment  of  $0.4  million  of  existing
indebtedness.

On March 20, 1997, the Company  completed its initial  public offering of common
stock, selling 3 million primary and 6.2 million secondary shares (including the
overallotment  option)  for $14 per  share.  Proceeds  to the  Company  from the
offering of $37.6  million  (net of  expenses of the  offering of $1. 7 million)
were  used to repay  $22.6  million  of  subordinated  debt  (including  accrued
interest and prepayment fees) and $15.0 million of bank term debt.

The Company has  borrowings  under a revolving  line of credit  facility and two
term loans. The revolving line of credit facility  provides for borrowings of up
to the lesser of $25.0 million or a borrowing base calculated on a percentage of
eligible  receivables and  inventories.  Borrowings  under this facility are due
August 16, 2003 and bear interest either at the bank's  corporate base rate plus
1.5% (10.0% at March 31, 1997) or LIBOR plus 2.75% (8.4% at March 31, 1997). The
Company  may  elect to  convert  outstanding  line of  credit  balances  between
interest types at  its discretion.  Amounts outstanding under the revolving line
of credit  facility  totaled $6.3 million at March 31,  1997.  In addition,  the
Company had $0.3 million in  outstanding  letters of credit under the  revolving
line of credit  facility.  At March 31, 1997,  the Company had unused  borrowing
capacity of $18.4 million under this facility.

                                    Page 14

<PAGE>

Borrowings  under the term loans  ($43.6  million at March 31,  1997) are due in
quarterly  installments  ranging  from  $0.5  million  to  $3.1  million,  which
commenced  in October 1996 with a final  payment in August 2003.  The term loans
bear interest  either at the bank's  corporate  base rate plus 1.75% (10.2 5% at
March 31, 1997) or LIBOR plus 3% (8.7% at March 31, 1997). The Company may elect
to  convert  outstanding  term  loan  balances  between  interest  types  at its
discretion.

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

Backlog

The Company's  backlog as of March 31, 1997 was $115.8  million,  of which $37.5
million relates to the ATLAS military contract It is expected that substantially
all of the commercial backlog and approximately one-half of the military backlog
will be shipped before March 31, 1998.




















                                    Page 15

<PAGE>

OMNIQUIP INTERNATIONAL, INC.

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

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

          On March 17,  1997,  the security  holders of  Omniquip,  by unanimous
          written  consent  in lieu of an annual  meeting,  re-elected  P. Enoch
          Stiff and Donald E. Nickelson to the Board of Directors.  The terms of
          offices of Peter S. Finley,  Jeffrey L. Fox and Samuel A.  Hamacher as
          directors of Omniquip continued after the meeting.

Item 6.   Exhibits and Reports on Form 8-K

          (a)  Exhibits

               Exhibit 10.1 - Underwriting  Agreement,  dated March 20, 1997, by
               and among Morgan Stanley & Co. Incorporated,  Credit Suisse First
               Boston  Corporation,  Schroder  Wertheim & Co.  Incorporated  and
               Robert W. Baird & Co.  Incorporated,  as  representatives  of the
               several U.S. underwriters, and Morgan Stanley & Co. International
               Limited,  Credit Suisse First Boston (Europe)  Limited,  J. Henry
               Schroder & Co. Limited and Robert W. Baird & Co. Incorporated, as
               representatives of the several international underwriters

               Exhibit 10.2 - Indemnification  Agreement,  dated March 20, 1997,
               by  and  among  Omniquip   International,   Inc.,  Harbour  Group
               Investments III, L.P. and Uniquip - HGI Associates, L.P.

               Exhibit 27 - Financial Data Schedule

          (b)  Reports on Form 8-K

               Not applicable.













                                    Page 16
<PAGE>


                          OMNIQUIP INTERNATIONAL, INC.


                                   Signatures

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


                                      OMNIQUIP INTERNATIONAL, INC.




Date:  May 15, 1997                   /s/ Philip G. Franklin
                                      -----------------------------------------
                                      Philip G. Franklin
                                      Vice President - Finance, Chief Financial
                                      Officer, Treasurer and Secretary
                                      (Principal financial and accounting
                                      officer)


<PAGE>


                                  EXHIBIT INDEX


                                                          Page No. in Sequential
Exhibit No.   Description                                    Numbering System
-----------   -----------                                    ----------------
                                                          
   10.1   Underwriting Agreement, dated March 20, 1997, by 
          and among Morgan Stanley & Co. Incorporated,   
          Credit Suisse First Boston Corporation, Schroder 
          Wertheim & Co. Incorporated and Robert W. Baird
          & Co. Incorporated, as representatives of  
          the several U.S. underwriters, and Morgan Stanley 
          & Co. International Limited, Credit Suisse First 
          Boston (Europe) Limited, J. Henry Schroder & Co. 
          Limited and Robert W. Baird & Co. Incorporated,  
          as  representatives of the several international  
          underwriters

   10.2   Indemnification Agreement, dated March 20, 1997, by 
          and among Omniquip International, Inc., Harbour Group
          Investments, III, L.P. and Uniquip-HGI Associates, L.P.

   27     Financial Data Schedule