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, 1998
Commission File Number: 0-21461



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


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



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


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


--------------------------------------------------------------------------------
              (Former name, former address and former fiscal year,
                         if changed since last report)

Indicate by check mark whether the registrant (1) has filed all reports required
   to be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934
 during the preceding 12 months (or for such shorter period that the registrant
  was required to file such reports), and (2) has been subject to such filing
                       requirements for the past 90 days.
                                  Yes _X_ No___

    The number of shares of Common Stock, $0.01 par value, of the registrant
                 outstanding as of May 15, 1998 was 14,260,000.

<PAGE>

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

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

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

                      Consolidated Balance Sheet at March 31, 1998
                        and September 30, 1997 (Audited)                       3

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

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

                      Consolidated Statement of Cash Flows for the
                        six months ended March 31, 1998 and
                        March 31, 1997                                         6

                      Notes to Consolidated Financial Statements            7-10

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

Part II  Other Information

         Item 4.      Submission of Matters to a Vote of Security Holders     19

         Item 6.      Exhibits and Reports on Form 8-K                     19-20

Signature                                                                     21

                                        2
<PAGE>

OMNIQUIP INTERNATIONAL, INC.

Item 1. Financial Statements
Consolidated Balance Sheet
(Dollars in Thousands Except Per Share Data)
                                              March 31, 1998  September 30, 1997
Assets                                          (Unaudited)

Current Assets:
  Cash and cash equivalents                             $862             $5
  Accounts receivable, net                            61,743         22,689
  Inventories                                         66,254         30,956
  Prepaid expenses and other current assets            9,532          6,640
                                                 ------------   ------------
             Total current assets                    138,391         60,290
Property, plant and equipment, net                    37,774         17,130
Goodwill, net                                        123,505         65,359
Other assets, net                                      2,274          1,519
                                                 ------------   ------------
                                                    $301,944       $144,298
                                                 ============   ============
Liabilities and Stockholders' Equity

Current liabilities:
  Current portion of long-term debt                  $11,250         $8,625
  Accounts payable                                    44,918         20,433
  Accrued liabilities                                 21,046         16,830
                                                 ------------   ------------
             Total current                            77,214         45,888
             liabilities                         ------------   ------------

Long-term debt                                       141,057         25,609
Other noncurrent liabilities, net                        422            422
Deferred income taxes                                  1,981          1,981
                                                 ------------   ------------
                                                     143,460         28,012
                                                 ------------   ------------
Commitments and contingencies (Notes 3 and 7)

Stockholders' equity:
  Preferred stock, $.01 par value, 1,500,000 shares
    authorized; no shares issued and outstanding
 Common stock, $.01 par value,  100,000,000  shares
    authorized;  14,260,000 and 14,250,000 shares
    issued and
    outstanding at March 31, 1998 and
    September 30, 1997, respectively                     143           143
 Additional paid-in capital                           43,902        43,726
 Notes receivable from stockholders and other          (528)         (352)
 Cumulative translation adjustment                     (737)             0
 Retained earnings                                    38,490        26,881
                                                  -----------    ----------
             Total stockholders' equity               81,270        70,398
                                                  -----------    ----------
                                                    $301,944      $144,298
                                                  ===========    ==========

          See accompanying Notes to Consolidated Financial Statements.


                                        3
<PAGE>

OMNIQUIP INTERNATIONAL, INC.

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

<CAPTION>

                                               Three months ended March 31,  Six months ended March 31, 
                                                  1998           1997          1998             1997
<S>                                               <C>             <C>           <C>              <C>

Net sales                                      $ 119,378       $  63,452     $ 203,953       $ 122,618

Cost of sales
                                                  91,885          46,345       155,318          90,232
                                               -------------------------------------------------------

Gross profit                                      27,493          17,107        48,635          32,386

Selling, general and administrative expenses      12,362           6,719        21,821          12,474
                                               -------------------------------------------------------

Operating profit                                  15,131          10,388        26,814           19,912

Other expenses:
  Interest on indebtedness
                                                  2,857           1,883          4,662            4,182
  Other finance charges
                                                    628             467          1,302            1,001
  Other, net
                                                     52            (25)              5             (86)
                                               --------------------------------------------------------

                                                  3,537           2,325          5,969            5,097
                                               --------------------------------------------------------

Income before income taxes and
  extraordinary items
                                                 11,594           8,063         20,845           14,815
Provision for income taxes
                                                  4,695           3,266          8,406            6,040
                                               --------------------------------------------------------
Income before extraordinary items
                                                  6,899           4,797         12,439            8,775

Extraordinary items, net of tax
                                                      -           (782)           (545)            (782)
                                               ---------------------------------------------------------
Net income                                     $  6,899        $  4,015       $  11,894       $    7,993
                                               =========================================================

Basic earnings per share:
  Income before extraordinary items            $   0.48        $   0.41       $    0.87       $     0.77
  Extraordinary items
                                                      -          (0.06)          (0.04)           (0.07)
                                               ---------------------------------------------------------
  Net income                                   $   0.48        $   0.35       $    0.83       $     0.70
                                               =========================================================

Weighted average shares                        $ 14,260        $ 11,617       $  14,257       $   11,431
                                               =========================================================

Diluted earnings per share:
  Income before extraordinary items            $   0.48        $   0.41       $    0.86       $     0.77
  Extraordinary items
                                                      -          (0.06)          (0.04)           (0.07)
                                               ---------------------------------------------------------
  Net income                                   $   0.48        $   0.35       $    0.82       $     0.70
                                               =========================================================

Weighted average shares                          14,478          11,617          14,423           11,432
                                               =========================================================
</TABLE>
          See accompanying Notes to 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>

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

Balance, September 30, 1997                   $143         $43,726            ($352)               $0        $26,881       $70,398
Issuance of restricted stock                                   176             (176)                                             0
Cumulative translation adjustment                                                                (737)                       (737)
Dividends paid                                                                                                 (285)         (285)
Net income                                                                                                    11,894        11,894
                                          ----------- ------------ ----------------- ----------------- ------------- -------------

Balance, March 31, 1998                        $143       $43,902             ($528)            ($737)       $38,490       $81,270
                                          =========== ============ ================= ================= ============= =============
</TABLE>
          See accompanying Notes to Consolidated Financial Statements.


                                       5
<PAGE>

OMNIQUIP INTERNATIONAL, INC.
Note 1. Financial Statements
Consolidated Statement of Cash Flows
(Unaudited)
(Dollars in Thousands)
<TABLE>
<CAPTION>
                                                                                   Six months ended
                                                                                       March 31,
<S>                                                                                <C>         <C> 
                                                                                      1998        1997
Cash flows from operating activities:                                                 ----        ----
  Net income                                                                        $11,894      $7,993
  Adjustments to reconcile net income to net cash provided
    by operating activities:
    Depreciation                                                                      2,187       1,048
    Amortization                                                                      1,533         991
    Loss on debt refinancing                                                            916       1,303
    Other                                                                                20        (22)
    (Increase)   decrease  in  current  assets,   excluding  the  effect  of  an
      acquisition:
      Accounts receivable, net                                                     (23,253)     (3,341)
      Inventories                                                                   (2,680)     (2,694)
      Prepaid expenses and other current assets                                        (85)        (46)
    Increase  (decrease)  in  current  liabilities,  excluding  the effect of an
      acquisition:
      Accounts payable                                                               12,190         239
      Other current liabilities                                                     (6,118)     (2,764)
                                                                                ------------------------

Net cash provided by (used in) operating activities                                 (3,396)       2,707
                                                                                ------------------------

Cash flows from investing activities:
   Acquisition of net assets of Snorkel Division of Figgie International Inc.     (107,706)          --
   Capital expenditures, net                                                        (3,350)       (589)
   Payments to former TRAK shareholders for ATLAS program                                --       (838)
   Other                                                                                 --         356
                                                                                ------------------------

Net cash used in investing activities                                             (111,056)     (1,071)
                                                                                ------------------------

Cash flows from financing activities:
   Proceeds from initial public offering                                                 --      37,557
   Proceeds from refinancing                                                        125,000          --
   Net proceeds from revolver                                                        26,698       (831)
   Payments on long-term debt                                                      (33,625)    (37,400)
   Payment of dividends                                                               (285)          --
   Financing costs                                                                  (1,742)     (1,010)
                                                                                ------------------------

Net cash provided by (used in) financing activities                                 116,046     (1,684)
                                                                                ------------------------

Effect of exchange rate changes on cash                                               (737)          --
                                                                                ------------------------

Net change in cash                                                                      857        (48)
Cash beginning of period                                                                  5          53
                                                                                ------------------------

Cash at end of period                                                                  $862          $5
                                                                                ========================
</TABLE>
          See accompanying Notes to Consolidated Financial Statements.


                                       6
<PAGE>

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

1.        Unaudited consolidated financial statements

          The  accompanying   unaudited  consolidated  financial  statements  of
          OmniQuip  International,  Inc.  (OmniQuip  or the  Company)  have been
          prepared in accordance with the  instructions for Form 10-Q and do not
          include all of the  information  and  footnotes  required by generally
          accepted  accounting  principles  for complete  financial  statements.
          However, in the opinion of management,  such information  includes all
          adjustments,  which consist only of normal and recurring  adjustments,
          necessary for a fair presentation of the results of operations for the
          periods   presented.   Operating  results  for  any  quarter  are  not
          necessarily indicative of the results for any other quarter or for the
          full year.  These  statements  should be read in conjunction  with the
          Company's   consolidated   financial   statements  and  notes  to  the
          consolidated financial statements included in the Company's Form 8-K/A
          filed on December  12, 1997 and  incorporated  by  reference  into the
          Company's Form 10-K filed on December 24, 1997.

2.        Organization

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

          The accounts of the Company's  foreign  subsidiaries are maintained in
          their  respective  local  currencies.  The  accompanying  consolidated
          financial statements have been translated and adjusted to reflect U.S.
          dollars on the following basis:  Assets and liabilities are translated
          into U.S. dollars at year-end exchange rates. Income and expense items
          are translated at average exchange rates prevailing during the period.
          Adjustments resulting 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 the  historical  U.S.
          dollar  equivalent  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
          six  months  ended  March  31,  1998  were not  material. 

3.        Snorkel acquisition and related financing

          On November 17,  1997,  OmniQuip  purchased  certain net assets of the
          Snorkel   Division  of  Figgie   International   Inc.   (Snorkel),   a
          Midwest-based  manufacturer  of aerial work  platforms and aerial fire
          apparatus, in a transaction accounted for


                                       7
<PAGE>
OMNIQUIP INTERNATIONAL, INC.
Notes to Consolidated Financial Statements
(Amounts in Thousands Except Per Share Data)
(Unaudited)


          under the purchase  method of  accounting.  The cash purchase price of
          approximately  $100,000 was financed by borrowing under a new $165,000
          senior credit facility which replaced the Company's existing facility.
          The  purchase  price has been  preliminarily  allocated  to the assets
          acquired and liabilities  assumed based on estimated fair values;  the
          excess of purchase  price over the estimated  fair value of net assets
          acquired at the date of acquisition  (goodwill)  approximated $59,000.
          The purchase  price may be increased up to $50,000  based on Snorkel's
          net  sales  between  April  1,  1998  and  March  31,  1999;  any such
          additional  purchase  price  consideration  is  expected  to result in
          additional  goodwill  for  financial  reporting  purposes.   Snorkel's
          results of  operations  are  reflected in the  accompanying  financial
          statements from the date of acquisition.

          During  November 1997, in connection  with the acquisition of Snorkel,
          the Company  entered  into a new credit  facility  which  replaced the
          existing loan and security agreement. The new agreement provides for a
          $165,000  credit  facility  consisting of a $40,000  revolving  credit
          facility which expires in 2004 and a $125,000 term loan. The term loan
          requires  quarterly  principal  payments ranging from $2,500 to $6,250
          commencing  on February  28, 1998 with the final  maturity on November
          30, 2004.  Borrowings  under the  agreement  bear interest at prime or
          LIBOR plus 1.00% (6.2% to 8.5% at March 31, 1998). Amounts outstanding
          under the  revolving  credit  facility and term loan at March 31, 1998
          were $29,807 and $122,500,  respectively. In conjunction with entering
          into the new credit facility,  the Company recognized an extraordinary
          loss in November 1997 of $545 attributable to the write-off of $916 of
          unamortized  deferred  financing  fees,  net  of a  related  $371  tax
          benefit.

          The  following  tables sets forth  certain pro forma  information  for
          OmniQuip  as if the  Snorkel  acquisition  had  occurred on October 1,
          1996. This  information is unaudited and does not purport to represent
          actual  net  sales  or  income  before   extraordinary  loss  had  the
          acquisition actually occurred on October 1, 1996.
<TABLE>
<CAPTION>
                                                     Pro forma financial information (unaudited)
                                                     For the six months        For the six months
                                                    ended March 31, 1998      ended March 31, 1997
          <S>                                               <C>                     <C>

          Net sales                                             $219,845                  $202,033
          Income before extraordinary loss                       $11,569                   $12,064
          Basic earnings per common share
           Before extraordinary loss                               $0.81                     $1.06
          Basic weighted average shares                           14,257                    11,431
          Diluted earnings per common share
           Before extraordinary loss                               $0.81                     $1.06
          Diluted weighted average shares                         14,423                    11,432

</TABLE>

                                       8
<PAGE>
OMNIQUIP INTERNATIONAL, INC.
Notes to Consolidated Financial Statements
(Amounts in Thousands Except Per Share Data)
(Unaudited)

4.       Inventories

         Inventories consist of the following:
<TABLE>
<CAPTION>
                                                            March 31, 1998        September 30,
                                                              (unaudited)             1997
                                                            --------------     ------------------
           <S>                                                      <C>                      <C>

           Raw material and purchased components                   $23,562                $18,313
           Work in process                                           9,508                  3,694
           Finished goods                                           31,656                  6,090
           Unbilled government contract costs                        1,528                  2,859
                                                                     -----                  -----
                                                                   $66,254                $30,956
                                                                   =======                =======
</TABLE>

5.       Stock Options

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

         A summary of the status of the Company's  Long-Term  Incentive Plan and
         Directors  Non-Qualified Stock Option Plan as of March 31, 1998 and the
         changes during the six months then ended is presented below:
<TABLE>
<CAPTION>

                                                                           March 31, 1998
                                                                                   Weighted average
                                                                      Shares        exercise price
                                                                     -------       ----------------
          <S>                                                           <C>               <C>

          Outstanding at beginning of period                         438,752           $ 13.98
          Granted                                                    194,750           $ 18.80
          Exercised                                                       --           $    --
          Forfeited                                                 (27,252)           $ 14.88
                                                                    --------
          Outstanding at end of period                               606,250           $ 15.44
                                                                    ========           =======
          Exercisable at end of period                                    --           $    --
                                                                    ========           =======
</TABLE>
6.        Earnings Per Share

          In February  1997,  the Financial  Accounting  Standards  Board issued
          Statement  of  Financial  Accounting  Standards  No.  128 (SFAS  128),
          "Earnings  Per  Share",  which  changed the method of  computation  of
          earnings per share (EPS).  SFAS 128 requires the  computation of Basic
          EPS and Diluted EPS. Basic EPS is based on the weighted average number
          of  outstanding  common shares during the period but does not consider
          dilution for potentially dilutive securities. Diluted EPS reflects the
          effects of common  equivalent  shares  consisting of outstanding stock
          options.  The  common  equivalent  shares  arising  from the effect of
          outstanding

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


          stock  options were  computed  using the  treasury  stock  method,  if
          dilutive.  EPS for the three and six months  ended  March 31, 1997 has
          been restated in accordance with SFAS 128.

7.       Commitments and contingencies

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

         The  Company  has  financing   arrangements  with  certain  third-party
         financing  institutions  to  facilitate  dealer  purchases of equipment
         under  floor  plan  and  rental  fleet   arrangements.   The  aggregate
         outstanding loan balance on a consolidated basis under these agreements
         was $58,500 at March 31,  1998.  Under the  Company's  agreements,  the
         Company either provides a back-up  guarantee of a dealer's credit or an
         undertaking to repurchase  equipment at a discounted price at specified
         times or under specified  circumstances.  The Company's actual exposure
         under  these  financing  arrangements  is  significantly  less than the
         nominal amount outstanding. Aggregate losses under substantially all of
         the Company's guarantee obligations to third party lenders with respect
         to the  Company's  dealers in each of calendar  years 1997 and 1998 are
         limited  to the  greater  of  $1,500 or 5% of the loan  balance  at the
         previous calendar year end (approximately $2,800 for 1998).

8.       Secondary Public Offering

         On March 11, 1998, a secondary  public  offering of the common stock of
         the Company became  effective,  in which Harbour Group Investments III,
         L.P. and an affiliate  sold an aggregate of 3,600,000  shares of common
         stock at an  offering  price of $25.50  per  share,  less  underwriting
         discounts  and  commissions.  No  proceeds  from the  secondary  public
         offering were received by the Company.

                                       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, 1998  compared to the three and six months ended March 31,  1997.  The
discussion  should  be read  in  conjunction  with  the  consolidated  financial
statements as of September 30, 1997 and the associated notes to the consolidated
financial  statements included in the Company's Form 8-K/A filed on December 12,
1997 and  incorporated  by  reference  into the  Company's  Form  10-K  filed on
December 24, 1997.

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

Certain statements included herein are forward-looking statements concerning the
Company's  operations,   economic  performance  and  financial  condition.  Such
statements are subject to various risks and uncertainties.  Actual results could
differ  materially from those currently  anticipated due to a number of factors,
including cyclical  fluctuation in demand, loss of, 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:
<TABLE>
<CAPTION>

                                                Three months ended         Six months ended
                                                    March 31,                  March 31,
                                                1998         1997          1998         1997
<S>                                              <C>          <C>           <C>          <C>   

Net sales                                      100.0%        100.0%       100.0%       100.0%
Cost of sales                                   77.0%         73.0%        76.2%        73.6%
                                                -----         -----        -----        -----
Gross profit                                    23.0%         27.0%        23.8%        26.4%
Selling, general and administrative
  expenses                                      10.4%         10.6%        10.7%        10.2%
                                                -----         -----        -----        -----
Operating income                                12.6%         16.4%        13.1%        16.2%
Interest expense                                 2.4%          3.0%         2.3%         3.4%
Other finance charges                            0.5%          0.7%         0.6%         0.8%
                                                 ----          ----         ----         ----
Income before income taxes and
  extraordinary items                            9.7%         12.7%        10.2%        12.0%
Provision for income taxes                       3.9%          5.2%         4.1%         4.9%
                                                 ----          ----         ----         ----
Income before extraordinary items                5.8%          7.5%         6.1%         7.1%
Extraordinary items                               --           1.2%         0.3%         0.6%
                                                 ----          ----         ----         ----
Net income                                       5.8%          6.3%         5.8%         6.5%
                                                 ====          ====         ====         ====

</TABLE>

Three Months Ended March 31, 1998 Compared to Three Months Ended March 31, 1997

Net sales for the three  months  ended March 31, 1998 were  $119.4  million,  an
increase of $55.9  million over net sales of $63.5  million for the three months
ended March 31, 1997. Net sales by product line were as follows:
<TABLE>
<CAPTION>

                                                                      ($ in millions)
                                                                     Three months ended
                                                                         March 31,
                                                                                           increase
                                                          1998              1997          (decrease)
                                                          ----              ----          ----------
<S>                                                        <C>               <C>             <C>   

Commercial Telescopic Material Handlers            $      62.1       $      53.3        $     8.8
Military Telescopic Material Handlers                      5.5               1.0              4.5
Compact Products                                           5.1               5.4             (0.3)
Aerial Work Platforms                                     38.5                --             38.5
Parts and Other Products                                   8.2               3.8              4.4
                                                  -------------   --------------    -------------
                                                   $     119.4       $      63.5         $   55.9
                                                  =============   ==============    =============
</TABLE>

                                       12
<PAGE>

Commercial  sales of  telescopic  material  handlers  for the three months ended
March 31, 1998 were $62.1  million,  an increase of 16.6% over the 1997  period,
reflecting  continued  strong market growth for these  products.  Military sales
were $5.5  million for the three  months  ended March 31, 1998  compared to $1.0
million  for the prior  comparable  period as a result of  increased  production
under the U.S. Army ATLAS  contract.  Sales of compact  products  (which include
skid steer loaders,  mini-excavators and other small equipment) declined by 3.8%
for the quarter due  primarily  to various  weather-related  issues.  During the
quarter  ended March 31, 1998,  the Company  entered  into an agreement  with an
Italian  manufacturer of  mini-excavators to distribute the Company's skid steer
loaders  in  Europe  and to  sell  the  mini-excavators  through  the  Company's
distribution  network. The acquisition of Snorkel accounted for all of the $38.5
million  increase  in sales of aerial  work  platforms  and $3.8  million of the
increase in sales of parts and other  products  for the three months ended March
31,  1998.  Parts and  other  products,  excluding  Snorkel,  increased  by $0.6
million, or 15.1%, for the quarter primarily reflecting the increased population
of equipment in the field.

Gross  profit for the three months  ended March 31, 1998 was $27.5  million,  an
increase  of $10.4  million  over gross  profit of $17.1  million  for the three
months ended March 31, 1997. The increase in gross profit reflected the increase
in net sales  discussed  above.  Gross  margin  decreased to 23.0% for the three
months  ended  March 31,  1998 from 27.0% for the three  months  ended March 31,
1997.  The decline in gross margin was due to the addition of Snorkel sales at a
significantly  lower gross margin than existing OmniQuip sales, and, to a lesser
extent,  higher manufacturing costs at TRAK reflecting start-up costs related to
the new Millennia  series  telescopic  material handler and costs related to the
relocation of skid steer loader assembly and certain other production operations
to new leased facilities.

Selling,  general and administrative  (SG&A) expenses for the three months ended
March 31,  1998 were  $12.4  million,  an  increase  of $5.7  million  over SG&A
expenses of $6.7 million for the three months ended March 31, 1997. The increase
reflects the  acquisition of Snorkel and, to a lesser  extent,  costs related to
being a public  company which were not incurred  prior to the Company's  initial
public  offering on March 20, 1997.  SG&A  expenses as a percentage of net sales
decreased  to 10.4% for the three months ended March 31, 1998 from 10.6% for the
three months ended March 31, 1997 due to the effect of higher sales.

Operating income for the three months ended March 31, 1998 was $15.1 million, an
increase of $4.7 million,  or 45.7%,  over operating income of $10.4 million for
the three  months  ended  March 31,  1997 due to the  factors  discussed  above.
Operating  margin  decreased  to 12.6% for the three months ended March 31, 1998
from 16.4% for the 1997 period.  The decline in operating  margin  reflected the
factors discussed above.

Interest expense for the three months ended March 31, 1998 was $2.9 million,  an
increase of $1.0  million  compared to interest  expense of $1.9 million for the
three months ended


                                       13
<PAGE>

March 31, 1997.  The  increase in interest  expense was due to  additional  debt
incurred  as a result of the  Snorkel  acquisition  partially  offset by a lower
average interest rate.

Other finance charges,  which are primarily comprised of dealer-related  finance
charges, were $0.6 million for the three months ended March 31, 1998 compared to
$0.5  million for the three  months  ended March 31,  1997,  resulting  from the
higher sales leve1 for the 1998 period. Other finance charges as a percentage of
net sales  decreased to 0.5% from 0.7%.  The  reduction in finance  charges as a
percentage  of  sales  primarily   reflected  the  fact  that  Snorkel  has  not
historically incurred such charges.

Provision  for income  taxes for the three  months ended March 31, 1998 was $4.7
million  compared to $3.3 million for the three months ended March 31, 1997. The
increase  reflected  the increase in income before income taxes of $3.5 million.
The Company's effective tax rate was 40.5% for both periods.

Income from continuing  operations for the three months ended March 31, 1998 was
$6.9 million, an increase of $2.1 million, or 43.8%, over income from continuing
operations  for the three months ended March 31, 1997 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,  1998 was $6.9  million,  an
increase  of $2.9  million,  or 71.8%,  over net income of $4.0  million for the
three months ended March 31, 1997, as a result of the factors described above.

Basic and diluted earnings per share were $0.48 for the three months ended March
31, 1998.  Basic and diluted earnings per share for the three months ended March
31, 1997,  before the effect of the  extraordinary  item discussed  above,  were
$0.41.

                                       14
<PAGE>

Six Months Ended March 31, 1998 Compared to Six Months Ended March 31, 1997

Net sales for the six  months  ended  March 31,  1998 were  $204.0  million,  an
increase of $81.4  million  over net sales of $122.6  million for the six months
ended March 31, 1997.
Net sales by product line were as follows:
<TABLE>
<CAPTION>
                                                                      ($ in millions)
                                                                      Six months ended
                                                                         March 31,
                                                                                           increase
                                                          1998              1997          (decrease)
                                                          ----              ----          ----------
<S>                                                         <C>              <C>             <C>  

Commercial Telescopic Material Handlers              $   114.8         $   103.5         $    11.3
Military Telescopic Material Handlers                     10.8               1.0               9.8
Compact Products                                          10.4              10.0               0.4
Aerial Work Platforms                                     54.6                --              54.6
Parts and Other Products                                  13.4               8.1               5.3
                                                   -----------        ----------        ----------
                                                    $    204.0         $   122.6         $    81.4
                                                   ===========        ==========        ==========
</TABLE>

Commercial sales of telescopic  material handlers for the six months ended March
31,  1998  were  $114.8  million,  an  increase  of 10.9%  over the 1997  period
reflecting  continued  strong market growth for these  products.  Military sales
were $10.8  million for the six months  ended  March 31,  1998  compared to $1.0
million  for the prior  comparable  period as a result of  increased  production
under the U.S. Army ATLAS contract. Sales of compact products for the six months
ended March 31, 1998 were $10.4 million, an increase of 3.7% compared to the six
months  ended March 31,  1997,  reflecting  modest  growth in skid steer  loader
sales.  The  acquisition  of  Snorkel  accounted  for all of the  $54.6  million
increase in sales of aerial work  platforms  and $5.2 million of the increase in
sales of parts and other products.

Gross  profit for the six months  ended  March 31,  1998 was $48.6  million,  an
increase of $16.2  million over gross profit of $32.4 million for the six months
ended March 31, 1997. The increase in gross profit reflected the increase in net
sales discussed  above.  The gross margin  decreased to 23.8% for the six months
ended March 31, 1998 from 26.4% for the six months  ended  March 31,  1997.  The
decline  in  gross  margin  was  due to  the  addition  of  Snorkel  sales  at a
significantly  lower gross margin than existing OmniQuip sales, and, to a lesser
extent,  higher manufacturing costs at TRAK reflecting start-up costs related to
the new Millennia  series  telescopic  material handler and costs related to the
relocation of skid steer loader assembly and certain other production operations
to new leased facilities.

SG&A  expenses  for the six months ended March 31, 1998 were $21.8  million,  an
increase of $9.3 million over SG&A  expenses of $12.5 million for the six months
ended
                                       15
<PAGE>

March 31, 1997.  The  increase  reflects  the  acquisition  of Snorkel and, to a
lesser  extent,  costs related to being a public company which were not incurred
prior to the Company's  initial public offering on March 20, 1997. SG&A expenses
as a percentage  of net sales  increased to 10.7% for the six months ended March
31, 1998 from 10.2% for the six months  ended March 31, 1997.  This  increase in
the SG&A percentage  primarily reflected the effects of the Snorkel acquisition,
including additional goodwill amortization,  as well as costs related to being a
public  company which were not incurred  prior to the Company's  initial  public
offering on March 20, 1997.

Operating  income for the six months ended March 31, 1998 was $26.8 million,  an
increase of $6.9 million,  or 34.7%,  over operating income of $19.9 million for
the six  months  ended  March  31,  1997  due to the  factors  discussed  above.
Operating margin decreased to 13.1% for the six months ended March 31, 1998 from
16.2% for the 1997 period. The decline in operating margin reflected the factors
discussed above.

Interest  expense for the six months ended March 31, 1998 was $4.7  million,  an
increase of $0.5  million  compared to interest  expense of $4.2 million for the
six months  ended March 31, 1997.  The  increase in interest  expense was due to
additional debt incurred as a result of the Snorkel acquisition partially offset
by a lower average interest rate.

Other finance  charges were $1.3 million for the six months ended March 31, 1998
compared to $1.0 million for the six months ended March 31, 1997, resulting from
the  higher  sales  leve1  for the  1998  period.  Other  finance  charges  as a
percentage  of net sales  decreased to 0.6% from 0.8%  reflecting  the fact that
Snorkel has not historically incurred such charges.

Provision  for income  taxes for the six months  ended  March 31,  1998 was $8.4
million  compared to $6.0 million for the six months  ended March 31, 1997.  The
increase  reflected  the increase in income before income taxes of $6.0 million.
The  Company's  effective  tax rate was 40.3% for the six months ended March 31,
1998 compared to 40.8% for the six months ended March 31, 1997.

Income from  continuing  operations  for the six months ended March 31, 1998 was
$12.4  million,  an  increase  of $3.7  million,  or  41.8%,  over  income  from
continuing operations for the six months ended March 31, 1997 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  charge of $0.5 million, net
of $0.4 million of income tax benefits,  for the write-off of deferred financing
charges.  In March 1997, in connection  with the initial public offering and the
application  of the  proceeds  therefrom  to  repay  indebtedness,  the  Company
incurred an extraordinary  charge of $0.8 million, net of $0.5 million of income
tax  benefits,  related  to  prepayment  penalties  and  write-off  of  deferred
financing charges.

                                       16
<PAGE>
Net  income  for the six  months  ended  March 31,  1998 was $11.9  million,  an
increase of $3.9 million,  or 48.8%, over net income of $8.0 million for the six
months ended March 31, 1997, as a result of the factors described above.

Basic and diluted  earnings  per share,  before the effect of the  extraordinary
item discussed  above,  were $0.87 and $0.86,  respectively,  for the six months
ended March 31, 1998. Basic and diluted earnings per share, before the effect of
the  extraordinary  item  discussed  above,  were $0.77 for the six months ended
March 31, 1997.

Capital Resources and Liquidity

Net cash used in  operating  activities  of the Company was $3.4 million for the
six months ended March 31, 1998.  Working capital  (excluding the effects of the
Snorkel  acquisition and changes in cash and current portions of long-term debt)
increased by $19.9 million in the period,  primarily  reflecting a $23.3 million
increase in  accounts  receivable,  a $6.1  million  decrease  in other  current
liabilities  offset by a $12.2 million  increase in accounts  payable.  Accounts
receivable  increased  primarily  due to timing of  shipments  at the end of the
quarter.  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
$111.1  million,  including  $3.4  million for capital  expenditures  and $107.7
million for  acquisition of the net assets of Snorkel.  These cash  requirements
were financed with a new credit facility described below.

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  for  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 to finance capital expenditures of $0.6 million, payments to
former  TRAK  shareholders  of $0.8  million  tied to receipt of orders  under a
contract with the U.S. Army and repayment of existing indebtedness.

During November 1997, in connection with the acquisition of Snorkel, the Company
entered into a new credit facility which replaced the existing loan and security
agreement.  The new  agreement  provides for a $165.0  million  credit  facility
consisting of a $40.0 million  revolving  credit  facility and a $125.0  million
term loan. The term loan requires quarterly principal payments ranging from $2.5
million to $6.25 million commencing on February 28, 1998 with the final maturity
on November 30, 2004.  Borrowings  under the agreement bear interest at prime or
LIBOR plus 1.00%. In conjunction with entering into the new credit facility, the
Company  recognized  an  extraordinary  loss in  November  1997 of $0.5  million
attributable to the write-off of $0.9 million of unamortized  deferred financing
fees, net of related tax benefits.

                                       17
<PAGE>

On March 11,  1998,  a  secondary  public  offering  of the common  stock of the
Company became  effective,  in which Harbour Group  Investments III, L.P. and an
affiliate sold an aggregate of 3.6 million shares of common stock at an offering
price of $25.50 per share,  less  underwriting  discounts  and  commissions.  No
proceeds from the secondary public offering were received by the Company.

Amounts  outstanding  under the revolving  line of credit  facility at March 31,
1998  were  $29.8  million.  In  addition,  the  Company  had  $0.4  million  in
outstanding  letters of credit under this revolving line of credit facility.  At
March 31, 1998 the Company had unused  borrowing  capacity of $9.8 million under
this facility.

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

Backlog

The Company's backlog as of March 31, 1998 was approximately  $201.7 million, of
which $28.8 million relates to the ATLAS military contract.  It is expected that
substantially  all  of  the  commercial  backlog  and  approximately  80% of the
military backlog will be shipped before March 31, 1999.

Year 2000

The Company utilizes computer information systems to internally record and track
information, as well as to interact with certain customers, suppliers, financial
institutions  and other  organizations.  Management has  preliminarily  assessed
risks and costs  related to  addressing  Year 2000 issues as they pertain to the
Company and its information  systems.  Based upon this  assessment,  the Company
does not believe that the modification of the Company's  systems to address such
matters  will have a material  impact on the  Company's  financial  position  or
results of operations.  However,  there are numerous  uncertainties  relating to
addressing Year 2000 issues. These include actual  implementation of measures to
address Year 2000 issues, the impact of outside parties appropriately addressing
their  Year 2000  issues,  and other  factors,  some of which may be beyond  the
Company's  control,  and all of which may cause  results  to be  different  than
currently anticipated by the Company.

                                       18
<PAGE>

OMNIQUIP INTERNATIONAL, INC.

PART II.  Other Information

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

         On February  10,  1998,  OmniQuip  International,  Inc.  held its first
         annual meeting of  stockholders  since its initial  public  offering on
         March 20, 1997. At the meeting,  the following  persons were elected to
         serve  on  the  Board  of  Directors   until  the  Annual   Meeting  of
         Stockholders in 2001:
<TABLE>
<CAPTION>


                                                         For                    Withheld Authority
                                                        -----                   ------------------
            <S>                                      <C>                              <C>  

           Peter S. Finley                           12,229,288                       221,422
           Jeffrey L. Fox                            12,227,888                       222,822
           Jerry E. Ritter                           12,229,388                       221,322
</TABLE>

         Also  at  the  meeting,  the  selection  of  Price  Waterhouse  LLP  as
         independent  auditors  of the Company  was  ratified  by the  following
         votes:

                      For                              12,438,936
                      Against                               5,696
                      Abstain                               6,078


Item 6.  Exhibits and Reports on Form 8-K

         (a)      Exhibits

                  Exhibit 10.1 - Underwriting  Agreement,  dated March 11, 1998,
                  by and among  OmniQuip  International,  Inc.,  P. Enoch Stiff,
                  Harbour Group Investments III, L.P.,  Uniquip-HGI  Associates,
                  L.P.  and Morgan  Stanley & Co.  Incorporated,  Credit  Suisse
                  First  Boston  Corporation,  Schroder & Co. Inc. 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 11,
                  1998, by and among OmniQuip International, Inc., Harbour Group
                  Investments  III, L.P.,  Uniquip-HGI  Associates,  L.P. and P.
                  Enoch Stiff

                  Exhibit 27 - Financial Data Schedule

                                       19
<PAGE>
         (b)      Reports on Form 8-K

                  Form 8-K/A dated January 27, 1998 (amending the Form 8-K dated
                  December 2, 1997)





                                       20
<PAGE>

                          OMNIQUIP INTERNATIONAL, INC.


                                    Signature

Pursuant to the  requirements  of the  Securities  and 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, 1998                 /s/  Philip G. Franklin
                                    -----------------------
                                    Philip G. Franklin
                                    Vice President - Finance, Chief Financial
                                    Officer, Treasurer and Secretary
                                    (Principal financial and accounting
                                    officer)



<PAGE>

                                  EXHIBIT INDEX

<TABLE>
<CAPTION>

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

10.1         Underwriting Agreement, dated March 11, 1998, by and
             among OmniQuip International, Inc., P. Enoch Stiff,
             Harbour Group Investments III, L.P., Uniquip-HGI
             Associates, L.P. and Morgan Stanley & Co. Incorporated,
             Credit Suisse First Boston Corporation, Schroder & Co.
             Inc. 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 11, 1998, by and
             among OmniQuip International, Inc., Harbour Group
             Investments III, L.P., Uniquip-HGI Associates, L.P. and
             P. Enoch Stiff

27           Financial Data Schedule
</TABLE>