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, 1999   
Commission File Number:  0-21461



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


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



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


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


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

Indicate by check mark whether the registrant:(1) has filed all reports required
    to be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934
           during the preceding 12 months (or for such shorter period
             that the registrant was required to file such reports),
                     and (2) has been subject to such filing
                       requirements for the past 90 days.
                                   Yes [X] No

    The number of shares of Common Stock, $0.01 par value, of the registrant
                 outstanding as of May 10, 1999 was 14,271,000.

<PAGE>

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

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

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

                     Consolidated Balance Sheet at March 31, 1999
                       and September 30, 1998 (Audited)                        3

                     Consolidated Statement of Income for the
                       three and six months ended March 31, 1999 and
                       March 31, 1998                                          4

                     Consolidated Statement of Changes in
                       Stockholders' Equity for the six months
                       ended March 31, 1999                                    5

                     Consolidated Statement of Cash Flows for the
                       six months ended March 31, 1999 and
                       March 31, 1998                                          6

                     Notes to Consolidated Financial Statements             7-10

        Item 2.     Management's Discussion and Analysis of Results of
                      Operations and Financial Condition                   11-17

        Item 3.     Quantitative and Qualitative Disclosures about 
                      Market Risk                                             17

Part II Other Information

        Item 4.     Submission of Matters to a Vote of Security Holders       18

        Item 6.     Exhibits and Reports on Form 8-K                       18-19


Signatures                                                                    20



                                       2

<PAGE>

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

<TABLE>
<CAPTION>

                                                                       March 31,               September 30,
                                                                         1999                       1998
                                                                     (unaudited)
<S>                                                                <C>                    <C>
Assets
Current assets:

    Cash                                                                $   893                $  4,684
    Accounts receivable, net                                             77,839                  66,580
    Inventories                                                          98,888                  71,065
    Prepaid expenses and other current assets                            10,940                  10,020
                                                                  --------------          --------------

      Total current assets                                              188,560                 152,349

Property, plant and equipment, net                                       57,958                  41,375
Goodwill, net                                                           146,171                 120,746
Other assets, net                                                         2,473                   1,992

                                                                  --------------          --------------
                                                                      $ 395,162               $ 316,462
                                                                  ==============          ==============

Liabilities and stockholders' equity

Current liabilities:

    Current portion of long-term debt                                  $ 21,200               $  13,750
    Accounts payable                                                     69,763                  47,834
    Accrued liabilities                                                  19,265                  31,873
                                                                  --------------          --------------

      Total current liabilities                                         110,228                  93,457
                                                                  --------------          --------------

Long-term debt                                                          174,739                 124,250
Other noncurrent liabilities, net                                           418                     418
Deferred income taxes                                                     3,368                   3,368
                                                                  --------------          --------------

                                                                        178,525                 128,036
                                                                  ==============          ==============

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; 14,271,000 and 14,270,000 shares 
     issued and outstanding, respectively                                   143                     143
Additional paid-in capital                                               44,143                  44,128
Other                                                                     (698)                   (754)
Cumulative translation adjustment                                         (937)                 (1,657)
Retained earnings                                                        63,758                  53,109
                                                                  --------------          --------------

      Total stockholders' equity                                        106,409                  94,969
                                                                  --------------          --------------

                                                                      $ 395,162               $ 316,462
                                                                  ==============          ==============

</TABLE>

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

                                       3

<PAGE>

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

<TABLE>
<CAPTION>

                                               Three months ended March 31,      Six months ended March 31,
                                                    1999            1998            1999             1998
                                                    ----            ----            ----             ----
<S>                                                <C>              <C>             <C>             <C>
Net sales                                           $ 121,725        $ 119,378      $  235,238       $  203,953

Cost of sales                                          97,370           91,885         186,277          155,318
                                               ------------------------------------------------------------------

Gross profit                                           24,355           27,493          48,961            48,635

Selling, general and administrative expenses           11,704           12,362          24,796            21,821
                                               ------------------------------------------------------------------

Operating profit                                       12,651           15,131          24,165            26,814

Other expenses:
  Interest on indebtedness                              2,417            2,857           4,927             4,662

  Other finance charges                                   425              628             895             1,302

  Other, net                                                3               52            (33)                 5
                                               ------------------------------------------------------------------
                                                        2,845            3,537           5,789             5,969
                                               ==================================================================

Income before income taxes and
 extraordinary item                                     9,806           11,594          18,376            20,845
Provision for income taxes                              3,971            4,695           7,442             8,406
                                               ------------------------------------------------------------------

Income before extraordiantry item                       5,835            6,899          10,934            12,439

Extraordinary item, net of tax                              -                -               -             (545)
                                               ------------------------------------------------------------------
Net income                                          $   5,835        $   6,899      $   10,934        $   11,894
                                               ==================================================================

Basic earnings per share:
  Income before extraordinary item                   $   0.41         $   0.48       $    0.77         $    0.87
  Extraordinary item                                        -                -               -            (0.04)
                                               ------------------------------------------------------------------
  Net income                                         $   0.41         $   0.48       $    0.77         $    0.83
                                               ==================================================================

Weighted average shares                                14,271           14,260          14,271            14,257
                                               ==================================================================

Diluted earnings per share:
  Income before extraordinary item                   $   0.41         $   0.48       $    0.77         $    0.86

Extraordinary item                                          -                -               -            (0.04)
                                               ------------------------------------------------------------------
  Net income                                         $   0.41         $   0.48       $    0.77         $    0.82
                                               ==================================================================
                                                                                        
Weighted average shares                                14,287           14,478          14,288            14,423
                                               ==================================================================

</TABLE>

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

                                       4
<PAGE>

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

<TABLE>
<CAPTION>
                                   Compre-                Cumulative                Additional
                                   hensive     Retained   translation    Common      paid-in
                                   income      earnings   adjustment      stock      capital       Other      Total
                                   -------     --------   -----------    ------     ----------     -----      -----
<S>                                <C>         <C>        <C>            <C>        <C>            <C>        <C>
Balance, September 30, 1998                      $53,109     $(1,657)        $ 143     $44,128     $ (754)    $94,969
Net income (unaudited)              $10,934       10,934                                                       10,934
Other comprehensive income:
    Foreign currency translation
    adjustments (unaudited)             720                       720                                             720
                                  ----------
Comprehensive income (unaudited)    $11,654
                                  ==========

Issuance of restricted stock (unaudited)                                                    15        (15)          -

Partial repayment of stock                                                                              
subscriptions receivable (unaudited)                                                                    71         71
Dividends paid (unaudited)                         (285)                                                        (285)
                                              ----------- ------------ ------------ -----------  ---------- ----------

Balance, March 31, 1999                          $63,758      $ (937)        $ 143     $44,143     $ (698)   $106,409
                                              =========== ============ ============ ===========  ========== ==========

</TABLE>

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

                                       5

<PAGE>

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

<TABLE>
<CAPTION>
                                                                                             Six months       Six months
                                                                                               ended            ended
                                                                                              March 31,       March 31,
                                                                                               1999             1998
<S>                                                                                           <C>             <C>
Cash flows from operating activities:
    Net income                                                                                $  10,934         $  11,894
    Adjustments to reconcile net income to net cash provided
     by operating activities, excluding the effects of an acquisition:
      Depreciation                                                                                3,327             2,187
      Amortization                                                                                1,821             1,533
      Loss on debt refinancing                                                                        -               916
      Other                                                                                       (140)                20
      (Increase) decrease in current assets, excluding the
      effect of an acquisition:
         Accounts receivable, net                                                              (11,259)          (23,253)
         Inventories                                                                           (27,823)           (2,680)
         Prepaid expenses and other current assets                                                (920)              (85)
      Increase (decrease) in current liabilities, excluding
       the effect of an acquisition:
         Accounts payable                                                                        21,929            12,190
         Other current liabilities                                                             (12,608)           (6,118)
                                                                                       -----------------  ----------------

Net cash used in operating activities                                                          (14,739)           (3,396)
                                                                                       -----------------  ----------------

Cash flows from investing activities
    Acquisition of net assets of Snorkel Division of Figgie International Inc.                        -         (107,706)
    Capital expenditures, net                                                                  (15,395)           (3,350)
                                                                                       -----------------  ----------------

Net cash used in investing activities                                                          (15,395)         (111,056)
                                                                                       -----------------  ----------------

Cash flows from financing activities:
    Proceeds from financing                                                                      20,000           125,000
    Net proceeds from revolver                                                                   12,600            26,698
    Payments on long-term debt                                                                  (6,176)          (33,625)
    Payment of dividends                                                                          (285)             (285)
    Financing costs                                                                               (590)           (1,742)
    Other                                                                                            74                 -
                                                                                       -----------------  ----------------

Net cash provided by financing activities                                                        25,623           116,046
                                                                                       -----------------  ----------------

Effect of exchange rate changes on cash                                                             720             (737)
                                                                                       -----------------  ----------------

Net change in cash                                                                              (3,791)               857
Cash beginning of period                                                                          4,684                 5
                                                                                       -----------------  ----------------

Cash at end of period                                                                           $   893          $    862
                                                                                       =================  ================

</TABLE>

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

                                       6

<PAGE>

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

 1.      Unaudited consolidated financial statements

         The  accompanying   unaudited   consolidated  financial  statements  of
         OmniQuip  International,  Inc.  (OmniQuip  or the  Company)  have  been
         prepared in accordance with the  instructions  for Form 10-Q and do not
         include all of the  information  and  footnotes  required by  generally
         accepted  accounting  principles  for  complete  financial  statements.
         However,  in the opinion of management,  such information  includes all
         adjustments,  which consist only of normal and  recurring  adjustments,
         necessary for a fair  presentation of the results of operations for the
         periods   presented.   Operating   results  for  any  quarter  are  not
         necessarily  indicative of the results for any other quarter or for the
         full year.  These  statements  should be read in  conjunction  with the
         Company's   consolidated   financial   statements   and  notes  to  the
         consolidated  financial  statements included in the Company's September
         30, 1998 Form 10-K filed on December 28, 1998.

2.       Organization

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

         The accounts of the Company's  foreign  subsidiaries  are maintained in
         their  respective  local  currencies.   The  accompanying  consolidated
         financial  statements have been translated and adjusted to reflect U.S.
         dollars on the following  basis.  Assets and liabilities are translated
         into U.S. dollars at year-end exchange rates.  Income and expense items
         are translated at average exchange rates prevailing  during the period.
         Adjustments  resulting from the process of translating the consolidated
         amounts into U.S.  dollars are  accumulated  in a separate  translation
         adjustment account,  included in stockholders' equity. Common stock and
         additional  paid-in  capital are translated at historical  U.S.  dollar
         equivalents  in effect  at the date of  acquisition.  Foreign  currency
         transaction  gains and losses are included in earnings  currently.  The
         foreign currency  transaction gains and losses for the six months ended
         March 31, 1999 were not material.

3.       Snorkel acquisition and related financing

         On November  17,  1997,  OmniQuip  purchased  certain net assets of the
         Snorkel   Division   of  Figgie   International   Inc.   (Snorkel),   a
         Midwest-based  manufacturer  of aerial work  platforms  and aerial fire
         apparatus,  in a transaction accounted for under the purchase method of
         accounting.  The cash  purchase  price of  approximately  $100,000  was
         financed by borrowing  under a $165,000  senior credit  facility  which
         replaced the Company's existing credit facility. The purchase price was
         allocated  to the assets  acquired  and  liabilities  assumed  based on
         estimated fair values;  the excess of purchase price over the estimated
         fair value of net assets acquired at the date of acquisition (goodwill)
         approximated $59,000. The purchase price may be increased up to $50,000
         based on Snorkel's  net sales between April 1, 1998 and March 31, 1999;
         any such additional  purchase price will result in additional  goodwill
         for financial  reporting  purposes.  As of April 30, 1999,  the Company
         estimated the additional purchase price to be $27,000, subject to audit
         confirmation, which was paid on April 30, 1999. The $27,000 payment has
         been accrued in the accompanying March 31, 1999 consolidated  financial
         statements as additional goodwill and long-term debt. Snorkel's results
         of operations are reflected in the  accompanying  financial  statements
         from the date of acquisition.

         During  November 1997, in connection  with the  acquisition of Snorkel,
         the Company  entered into a senior credit  facility  which replaced the
         existing loan agreement.  The senior agreement  provided for a $165,000
         credit facility consisting of a $40,000 revolving credit facility and a
         $125,000 term loan. The term loan required quarterly principal payments
         ranging  from $2,500 to $6,250  commencing  on  February  28, 1998 with
         final  maturity on November 30, 2004.  Borrowings  under the  agreement
         bore interest at prime or

                                       7

<PAGE>

         LIBOR plus an  additional  rate  (ranging from 0.0% to 1.125%) based on
         the Company's leverage ratio  (debt/EBITDA).  On February 26, 1999, the
         credit facility was amended and restated as detailed below.

         The amended and restated credit facility provides for a $211,574 credit
         facility  consisting of a $40,000 revolving credit facility,  a $40,000
         delayed draw term loan and a $131,574 term loan.  The delayed draw term
         loan became effective upon payment of the additional  purchase price of
         Snorkel, the first installment of which ($27,000) was paid on April 30,
         1999. The term loans require quarterly  principal payments ranging from
         $3,750 to $10,000 commencing on February 28, 1999 with a final maturity
         on November 30, 2004.  Borrowings  under the agreement bear interest at
         prime plus an  additional  rate  (ranging from 0.0% to 0.625%) based on
         the Company's leverage ratio  (debt/EBITDA) or LIBOR plus an additional
         rate  (ranging  from 1.0% to 1.625%)  based on the  Company's  leverage
         ratio  (debt/EBITDA).  At March  31,  1999,  the  interest  rate on the
         Company's  borrowings  ranged from 6.5% to 8.25%.  Amounts  outstanding
         under the  revolving  credit  facility  and term loan at March 31, 1999
         were $36,600 and $127,824,  respectively.  In addition, the Company had
         approximately  $157 in  outstanding  letters  of credit  and had unused
         borrowing capacity of $3,243 under this facility.  The Company also has
         available an overline  facility of $10,000  which will bear interest at
         prime  through  July 31,  1999.  As of March 31,  1999,  there  were no
         borrowings under the overline facility.

         In  conjunction  with  entering  into the  senior  credit  facility  in
         November 1997,  the Company  recognized an  extraordinary  loss of $545
         attributable to the write-off of $916 of unamortized deferred financing
         fees,  net of a  related  $371 tax  benefit.  In  conjunction  with the
         amended and  restated  credit  facility in February  1999,  the Company
         recorded $590 of deferred financing costs.

4.       Lease Commitments

         On February 26,  1999,  the Company  entered  into a lease  arrangement
         relating to a building in Oakes,  North Dakota.  The agreement  extends
         for a period of 180 months and contains a purchase  option.  The $4,515
         lease  is  reflected  in the  consolidated  financial  statements  as a
         capitalized  lease in accordance with the  requirements of Statement of
         Financial Accounting Standards No. 13, "Accounting for Leases."

5.       Inventories

         Inventories consist of the following:

                                             March 31,          September 30,
                                              1999                  1998
                                           (unaudited)
Raw material and purchased components          $ 49,846             $ 43,521
Work-in-process                                   9,701               11,751
Finished goods                                   39,009               15,651
Unbilled government contract costs                  332                  142
                                           ============          ===========
                                               $ 98,888             $ 71,065
                                           ============          ===========


                                       8

<PAGE>

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

         6.    Stock options

         The Company has two stock option plans:  the 1996  Long-Term  Incentive
         Plan and the 1996 Directors  Non-Qualified Stock Option Plan. A summary
         of the status of the Company's  stock option plans as of March 31, 1999
         and the changes during the six months then ended is presented below:

                                                 Shares         Weighted average
                                                                 exercise price


         Outstanding at September 30, 1998      817,250             $   14.84
         Granted                                350,000             $   10.34
         Exercised                                    -                     -
         Forfeited                              (41,750)            $   14.60
                                              ----------

         Outstanding at March 31, 1999          812,250             $   13.45
                                              ==========

         Exercisable at March 31, 1999          151,076             $   13.93
                                              ==========

         The exercise  prices of the options granted above are equivalent to the
         market price of the Company's common stock on the date of grant. During
         the six months  ended March 31, 1999 and 1998,  1,000 shares and 10,000
         shares, respectively,  of restricted stock were granted. No performance
         stock awards have been granted by the Company at March 31, 1999.

7.       Commitments and contingencies

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

         The  Company  has  financing   arrangements  with  certain  third-party
         financing  institutions  to  facilitate  dealer  purchases of equipment
         under  floor  plan  and  rental  fleet   arrangements.   The  aggregate
         outstanding loan balance on a consolidated basis under these agreements
         was $56,646 at March 31,  1999.  Under the  Company's  agreements,  the
         Company either provides a back-up  guarantee of a dealer's credit or an
         undertaking to repurchase  equipment at a discounted price at specified
         times or under specified  circumstances.  The Company's actual exposure
         under  these  financing  arrangements  is  significantly  less than the
         nominal amount outstanding. Aggregate losses under substantially all of
         the Company's guarantee obligations to third-party lenders with respect
         to the Company's  dealers in each of calendar years 1997, 1998 and 1999
         are limited to the  greater of $1,500 or 5% of the loan  balance at the
         previous  calendar  year end  (approximately  $60,452  and  $55,100  at
         December 31, 1998 and 1997, respectively).

8.       Comprehensive income

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


                                       9
<PAGE>

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

9.       Earnings Per Share of Common Stock

         The following  table  represents  the  reconciliation  of income before
         extraordinary  loss and weighted  average  shares  outstanding  between
         basic and diluted earnings per share for the three and six months ended
         March 31, 1999 and 1998 (share data in thousands):

<TABLE>
<CAPTION>

                                                                   Three months ended    Six months ended
                                                                        March 31,            March 31,
                                                                     1999        1998     1999        1998

<S>                                                                 <C>        <C>        <C>        <C>
Numerator:
Income before extraordinary loss                                    $ 5,835    $ 6,899    $10,934    $12,439
                                                                    ========================================
Denominator:
Basic weighted average shares outstanding                            14,271     14,260     14,271     14,257
Effect of dilutive securities:
    Stock options                                                        16        218         17        166
                                                                    ----------------------------------------
Weighted average shares and dilutive potential common shares         14,287     14,478     14,288     14,423
                                                                    ========================================

</TABLE>










                                       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, 1999  compared to the three and six months ended March 31,  1998.  The
discussion  should  be read  in  conjunction  with  the  consolidated  financial
statements as of September  30, 1998 and the  associated  notes to  consolidated
financial  statements  included in the Company's Form 10-K filed on December 28,
1998.

On  November  17,  1997,  OmniQuip  purchased  certain net assets of the Snorkel
Division of Figgie International Inc. (Snorkel), a Midwest based manufacturer of
aerial work platforms and aerial fire apparatus,  in a transaction accounted for
under  the  purchase   method  of   accounting.   The  cash  purchase  price  of
approximately $100 million was financed by borrowing under a $165 million senior
credit  facility which replaced the Company's  existing  facility.  The purchase
price was  allocated to the assets  acquired and  liabilities  assumed  based on
estimated  fair values;  the excess of purchase  price over the  estimated  fair
value of net assets acquired at the date of acquisition (goodwill)  approximated
$59  million.  The purchase  price may be  increased up to $50 million  based on
Snorkel's  net  sales  between  April  1,  1998 and  March  31,  1999;  any such
additional  purchase  price will result in  additional  goodwill  for  financial
reporting  purposes.  As of April 30, 1999, the Company estimated the additional
purchase price to be $27 million, subject to audit confirmation,  which was paid
on April 30, 1999.  The $27 million  payment has been reflected in the March 31,
1999  consolidated  financial  statements as  additional  goodwill and long-term
debt.  Snorkel's  results  of  operations  are  reflected  in  the  accompanying
financial  statements from the date of acquisition.  The $27 million payment was
financed under an amended and restated credit agreement described below.

Certain statements included herein are forward-looking statements concerning the
Company's  operations,   economic  performance  and  financial  condition.  Such
forward-looking  statements  are  subject  to certain  risks and  uncertainties.
Actual results could differ materially from those currently anticipated due to a
number of factors  including  cyclical  fluctuations  in  demand,  manufacturing
capacity constraints and production  inefficiencies,  increased competition from
larger and better capitalized companies,  the effects on price and margin of the
rapid  consolidation  of  distributors,  the inability to achieve  expected cost
savings from the strategic  sourcing  initiatives,  field warranty campaigns for
certain  products,  loss of, or reduced orders under the Company's  contract for
the sale of ATLAS vehicles, the inability to make complementary acquisitions, or
to integrate any such  acquisitions,  and risks  associated with the substantial
borrowings that may be necessary to finance acquisitions.


                                       11

<PAGE>

Results of Operations

The following  table sets forth for the periods  indicated the percentage of net
sales  represented  by certain  items  reflected in the  Company's  consolidated
statement of income:

<TABLE>
<CAPTION>

                                                   Three months ended        Six months ended
                                                         March 31,                March 31,
                                                     1999         1998         1999         1998
                                                     ----         ----         ----         ----
<S>                                                <C>          <C>           <C>         <C>
Net sales                                          100.0%       100.0%        100.0%      100.0%
Cost of sales                                       80.0%        77.0%         79.2%       76.2%
                                                    -----        -----         -----       -----
Gross profit                                        20.0%        23.0%         20.8%       23.8%
Selling, general and administrative
  expenses                                           9.6%        10.4%         10.5%       10.7%
                                                    -----        -----         -----       -----
Operating income                                    10.4%        12.6%         10.3%       13.1%
Interest expense                                     2.0%         2.4%          2.1%        2.3%
Other finance charges                                0.3%         0.5%          0.4%        0.6%
                                                    -----        -----         -----       -----
Income before income taxes and
  extraordinary items                                8.1%         9.7%          7.8%       10.2%
Provision for income taxes                           3.3%         3.9%          3.2%        4.1%
                                                    -----        -----         -----       -----
Income before extraordinary items                    4.8%         5.8%          4.6%        6.1%
Extraordinary items                                   --           --            --         0.3%
                                                    -----        -----         -----       -----
Net income                                           4.8%         5.8%          4.6%        5.8%
                                                    =====        =====         =====       =====

</TABLE>

Three Months Ended March 31, 1999 compared to Three Months Ended March 31, 1998

Net sales for the three  months  ended March 31, 1999 were  $121.7  million,  an
increase of $2.3 million  over net sales of $119.4  million for the three months
ended March 31, 1998. Net sales by product line were as follows:

<TABLE>
<CAPTION>

                                             ($ in millions)
                                               Three months
                                                   ended
                                                 March 31,
                                                                                         Increase
                                                          1999              1998        (Decrease)
                                                          ----              ----        ----------
<S>                                                   <C>                <C>            <C>    
Commercial Telescopic Material Handlers               $   73.1           $  62.1          $  11.0
Military Telescopic Material Handlers                      3.8               5.5             (1.7)
Compact Products (1)                                       5.0               5.1             (0.1)
Aerial Work Platforms                                     31.7              38.5             (6.8)
Parts and Other Products                                   8.1               8.2             (0.1)
                                                      ---------          --------         --------
                                                      $  121.7           $  119.4           $  2.3
                                                      =========          ========         ========
</TABLE>

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

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


Commercial  sales of  telescopic  material  handlers  for the three months ended
March 31, 1999 increased  approximately  17.7% over the three months ended March
31, 1999 due to continued strong market demand and the Company's ability to fill
market demand through  increased plant  capacity.  Military sales under the U.S.
Army ATLAS contract  decreased  approximately  30.6% from the three months ended
March 31, 1998.  This decrease was 

                                       12

<PAGE>

planned and was a part of Company  management  strategy to move higher levels of
military sales to the calendar year end, which has typically seen reduced demand
in  commercial  sales of  telescopic  material  handlers.  Sales of aerial  work
platforms decreased 17.8%, due to a decrease in sales to national rental fleets.
Sales of compact  products  and parts and other  products  for the three  months
ended March 31, 1999 were  relatively  flat  compared to the three  months ended
March 31, 1998.

Gross  profit for the three  months  ended March 31, 1999 was $24.4  million,  a
decrease of $3.1 million from gross profit of $27.5 million for the three months
ended  March 31,  1998.  The  decrease  in gross  profit  primarily  reflects an
increase in costs  associated  with set-up  costs  related to the  addition  and
expansion  of  two  telescopic  material  handling   manufacturing   facilities,
consulting and employee  training  costs.  Also  affecting  gross profit was the
continued  pricing  pressure in aerial work  platforms  and  manufacturing  cost
increases in the Snorkel  facility.  The gross margin decreased to 20.0% for the
three  months  ended March 31, 1999 from 23.0% for the three  months ended March
31, 1998. The decline in gross margin was due to the increase in costs discussed
above.

Selling,  general and administrative  (SG&A) expenses for the three months ended
March 31, 1999 were $11.7 million, a decrease of $0.7 million from SG&A expenses
of $12.4  million for the three months ended March 31, 1998.  SG&A expenses as a
percentage  of net sales  decreased to 9.6% for the three months ended March 31,
1999 from 10.4% for the three months ended March 31, 1998.  This decrease in the
SG&A  percentage  reflected  the timing of various  expenses and cost  reduction
measures.

Operating income for the three months ended March 31, 1999 was $12.7 million,  a
decrease of $2.4 million,  or 16.4%,  from operating income of $15.1 million for
the three  months  ended  March 31,  1998 due to the  factors  discussed  above.
Operating  margin  decreased  to 10.4% for the three months ended March 31, 1999
from 12.6% for the 1998 period,  primarily  reflecting  the gross margin decline
discussed above.

Interest  expense for the three months ended March 31, 1999 was $2.4 million,  a
decrease of $0.5 million,  compared to interest  expense of $2.9 million for the
three  months ended March 31,  1998.  The  decrease in interest  expense was due
primarily to the lower  interest rates for the three months ended March 31, 1999
compared to the three months ended March 31, 1998.

Other finance charges,  which are primarily comprised of dealer-related  finance
charges, were $0.4 million for the three months ended March 31, 1999 compared to
$0.6  million for the three  months  ended March 31,  1998,  reflecting  a lower
proportion of financed  sales for the 1999 period.  Other  finance  charges as a
percentage  of net sales  decreased to 0.3% from 0.5%.  The reduction in finance
charges as a  percentage  of sales  primarily  reflected a shift in sales to the
national rental fleets which  historically have not utilized the  dealer-related
finance programs.

Provision  for income  taxes for the three  months ended March 31, 1999 was $4.0
million  compared to $4.7 million for the three months ended March 31, 1998. The
decrease  reflected  the decrease in income before income taxes of $1.8 million.
The Company's  effective tax rate was 40.5% for the three months ended March 31,
1999 and 1998.

Net  income  for the three  months  ended  March 31,  1999 was $5.8  million,  a
decrease  of $1.1  million,  or 15.4%,  from net income of $6.9  million for the
three months ended March 31, 1998, as a result of the factors described above.

Basic and diluted earnings per share were $0.41 for the three months ended March
31, 1999.  Basic and diluted  earnings per share were $0.48 for the three months
ended March 31, 1998.

                                       13

<PAGE>

Six Months Ended March 31, 1999 compared to Six Months Ended March 31, 1998

Net sales for the six  months  ended  March 31,  1999 were  $235.2  million,  an
increase of $31.2  million  over net sales of $204.0  million for the six months
ended March 31, 1998. Of the $31.2 million increase,  net sales from the Snorkel
division  (acquired in November  1997)  accounted for $16.0  million,  while net
sales for the existing  OmniQuip business  increased by $15.2 million,  or 7.0%.
Net sales by product line were as follows:


<TABLE>
<CAPTION>
                                                      ($ in millions)
                                                     Six months ended
                                                         March 31,
                                                                                                 Increase
                                                               1999              1998           (Decrease)
                                                               ----              ----           ----------
<S>                                                        <C>                <C>               <C>
Commercial Telescopic Material Handlers                      $  128.7          $  114.8          $  13.9
Military Telescopic Material Handlers                             9.7              10.8            (1.1)
Compact Products (1)                                             10.2              10.4            (0.2)
Aerial Work Platforms                                            69.0              54.6             14.4
Parts and Other Products                                         17.6              13.4              4.2
                                                           ----------         ---------          --------
                                                             $  235.2          $  204.0          $  31.2
                                                           ==========         =========          ========
</TABLE>
--------------

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



Commercial sales of telescopic  material handlers for the six months ended March
31, 1999 increased  approximately 12.1% over the six months ended March 31, 1999
due to continued  strong market demand and increased plant capacity to fill this
demand.   Military   sales  under  the  U.S.  Army  ATLAS   contract   decreased
approximately  9.5% from the six months ended March 31, 1998.  This decrease was
planned and was a part of Company  management  strategy to move higher levels of
military sales to the calendar year end, which has typically seen reduced demand
in  commercial  sales of  telescopic  material  handlers.  Sales of aerial  work
platforms were flat, on a pro forma basis. Sales of parts and other products for
the six months ended March 31, 1999 increased  approximately  30.6% from the six
months ended March 31, 1998, due to an increasing  population of machines in the
field and Snorkel part sales.

Gross  profit for the six months  ended  March 31,  1999 was $49.0  million,  an
increase of $0.4 million  over gross profit of $48.6  million for the six months
ended March 31,  1998.  The  increase in gross profit  primarily  reflected  the
increase in net sales discussed above,  offset by increased  manufacturing costs
associated  with set-up  costs  related to the  addition  and  expansion  of two
telescopic material handling manufacturing  facilities,  consulting and employee
training  costs.  The gross  margin  decreased to 20.8% for the six months ended
March 31, 1999 from 23.8% for the six months ended March 31,  1998.  The decline
in gross margin was due to the increase in costs discussed above.

SG&A  expenses  for the six months ended March 31, 1999 were $24.8  million,  an
increase of $3.0 million from SG&A  expenses of $21.8 million for the six months
ended March 31, 1998  primarily  due to the  inclusion of Snorkel for the entire
six-month period.  SG&A expenses as a percentage of net sales decreased to 10.5%
for the six months  ended  March 31,  1999 from  10.7% for the six months  ended
March  31,  1998.  This  decrease  in the SG&A  percentage  reflected  the fixed
component of SG&A and increased sales.

Operating  income for the six months ended March 31, 1999 was $24.2  million,  a
decrease of $2.6 million,  or 9.9%,  from operating  income of $26.8 million for
the six  months  ended  March  31,  1998  due to the  factors  discussed  above.
Operating margin decreased to 10.3% for the six months ended March 31, 1999 from
13.1%  for the 1998  period,  primarily  reflecting  the  gross  margin  decline
discussed above.


                                       14

<PAGE>

Interest  expense for the six months ended March 31, 1999 was $4.9  million,  an
increase of $0.2 million,  compared to interest  expense of $4.7 million for the
six months  ended March 31,  1998.  The  increase  in  interest  expense was due
primarily to the increased debt level outstanding for the six months ended March
31, 1999  compared to the six months ended March 31, 1998,  partially  offset by
lower interest rates.

Other finance charges,  which are primarily comprised of dealer-related  finance
charges,  were $0.9 million for the six months ended March 31, 1999  compared to
$1.3  million  for the six  months  ended  March 31,  1998,  reflecting  a lower
proportion of financed  sales for the 1999 period.  Other  finance  charges as a
percentage  of net sales  decreased to 0.4% from 0.6%.  The reduction in finance
charges as a  percentage  of sales  primarily  reflected a shift in sales to the
national rental fleets which  historically have not utilized the  dealer-related
finance programs.

Provision  for income  taxes for the six months  ended  March 31,  1999 was $7.4
million  compared to $8.4 million for the six months  ended March 31, 1998.  The
decrease  reflected  the decrease in income before income taxes of $2.5 million.
The  Company's  effective  tax rate was 40.5% for the six months ended March 31,
1999 compared to 40.3% for the six months ended March 31, 1998.

Income from  continuing  operations  for the six months ended March 31, 1999 was
$10.9 million,  a decrease of $1.5 million,  or 12%, from income from continuing
operations  for the six months  ended  March 31, 1998 as a result of the factors
described above.

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

Net income for the six months ended March 31, 1999 was $10.9 million, a decrease
of $1.0  million,  or 8.1%,  from net income of $11.9 million for the six months
ended March 31, 1998, as a result of the factors described above.

Basic and diluted  earnings  per share were $0.77 for the six months ended March
31,  1999.  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 were $0.83
and $0.82, respectively, for the six months ended March 31, 1998.

Capital Resources and Liquidity

Net cash used in operating  activities  of the Company was $14.8 million for the
six months  ended March 31,  1999.  Working  capital  (excluding  the effects of
changes in cash and  current  portions of  long-term  debt)  increased  by $30.7
million  in the  period,  primarily  reflecting  an $11.3  million  increase  in
accounts receivable, a $27.8 million increase in inventories and a $12.6 million
decrease in other current  liabilities,  offset by a $21.9  million  increase in
accounts payable.  Accounts  receivable  increased due to timing of shipments at
the end of the quarter.  The  decrease in other  current  liabilities  primarily
reflected  customer  utilization of volume rebates.  The increase in inventories
was due  primarily  to  reduced  sales at  Snorkel.  Net cash used in  investing
activities was $15.4 million for capital expenditures. See further discussion on
the capacity expansion program below. These cash requirements were financed with
an amended and restated credit facility described below.

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
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 and a $6.1 million decrease in other current  liabilities offset by a
$12.2 million increase in accounts payable. Accounts receivable increased 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.

During February 1999, the Company amended and restated its credit facility.  The
amended and  restated  credit  facility  provides  for a $211.6  million  credit
facility  consisting  of a $40.0  million  revolving  credit  facility,  a $40.0


                                       15
<PAGE>

million  delayed draw term loan and a $131.6 million term loan. The delayed draw
term loan  became  effective  upon the  preliminary  payment  of the  additional
purchase  price of Snorkel on April 30, 1999.  The term loans require  quarterly
principal  payments  ranging from $3.75 million to $10.0  million  commencing on
February 28, 1999 with the final maturity on November 30, 2004. Borrowings under
the amended and restated  agreement  bear  interest at a rate that is determined
from a pricing grid based on the Company's  leverage  ratio (debt / EBITDA).  At
March 31, 1999,  the interest  rate under this  agreement was prime plus 0.5% or
LIBOR plus 1.5%.

Amounts  outstanding under the amended and restated credit facility at March 31,
1999  were  $164.4  million.  As of March  31,  1999,  the  Company  accrued  an
additional  $27.0 million in goodwill and debt based on the preliminary  payment
for Snorkel made on April 30, 1999. In addition, the Company had $0.2 million in
outstanding  letters of credit under this revolving line of credit facility.  At
March 31, 1999 the Company had unused  borrowing  capacity of $3.2 million.  The
Company  also has  available a $10  million  overline  facility  which will bear
interest at prime  through  July 31, 1999.  As of March 31, 1999,  there were no
borrowings under the overline facility.

Pursuant to the  Snorkel  acquisition,  the  Company  will be required to pay an
additional  purchase  price of up to $50  million  in May 1999.  The  additional
payment  will be  equal  to the  amount  of the net  sales  of  Snorkel  for the
twelve-month  period  commencing  on April 1, 1998 and ending on March 31,  1999
(the Earn-out  Provision) in excess of $140 million,  such additional amount not
to exceed $20 million, plus 70% of the amount of the net sales of Snorkel during
the Earn-Out  Period in excess of $160 million,  such  additional  amount not to
exceed $30 million. Based on the performance of Snorkel since April 1, 1998, the
Company made a preliminary payment of $27 million on April 30, 1999 and financed
such  payment  through the delayed  draw term loan  provision of the amended and
restated credit facility.

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

As the result of a major  capacity  expansion  program for  telescopic  material
handlers  launched in September  1998, the Company's  capital  expenditures  for
fiscal year 1999 will be higher than normal.  It is expected  that total capital
expenditures for the year ending  September 30, 1999 will be  approximately  $25
million, approximately $20 million of which is related to the capacity expansion
program. These capital expenditures are expected to be financed through internal
cash flow and existing credit lines,  with the exception of  approximately  $4.5
million related to the Oakes, North Dakota building expansion which was financed
through a capital lease.  Approximately  80% of the capital  spending for fiscal
year 1999 has occurred in the first half of the fiscal year.

Backlog

The Company's backlog as of March 31, 1999 was  approximately  $156.5 million of
which $44.0 million relates to the ATLAS military contract.  It is expected that
substantially  all  of  the  commercial  backlog  and  approximately  53% of the
military backlog will be shipped before March 31, 2000.

Market Risk

In the ordinary course of business,  the Company is exposed to foreign  currency
and interest  rate risks,  which the Company does not  currently  consider to be
material.  These exposures primarily relate to having investments denominated in
foreign  currencies and to changes in interest  rates.  Fluctuations in currency
exchange rates can impact operating  results,  including net sales and operating
expenses.  The Company may utilize derivative financial  instruments,  including
forward exchange contracts and swap agreements, to manage certain of its foreign
currency  and  interest  rate risks that it  considers  practical  to do so. The
Company  currently has $61.3 million  notional  principal  outstanding  under an
interest rate swap agreement  which fixes LIBOR at 6.24% through  November 2004.
The Company does not enter into  derivative  financial  instruments  for trading
purposes.  Market  risks that the  Company  currently  has  elected not to hedge
relate to foreign  currency  exposure and the portion of the floating  rate debt
not covered by the interest rate swap.


                                       16

<PAGE>

New Accounting Pronouncements

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

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

Year 2000

The Company utilizes software and related computer technologies essential to its
operations that use two digits rather than four to specify the year, which could
result in a date  recognition  problem with the transition to the year 2000. The
Company has  established a plan to assess the potential  impact of the year 2000
on the Company's  systems and operations  and to implement  solutions to address
this issue.  The Company  has  substantially  completed  the  assessment  of its
internal  systems  for year  2000  compliance  issues.  The  Company's  plan for
remediation  includes  a  combination  of repair  and  replacement  of  affected
systems.  For the Company's  internal systems at TRAK and Lull, this remediation
is an incidental  consequence of the ongoing  implementation of a new integrated
core business system.  The Company expects the remediation phase to be completed
by August 31, 1999 and for testing to be conducted by  September  30, 1999.  For
the Company's internal systems at Snorkel,  this remediation is a software patch
for the existing system which has been implemented. The Company expects that all
critical   systems  will  be  year  2000   compliant  by  September   30,  1999.
Substantially all of the costs incurred, and expected to be incurred, to achieve
year 2000 compliance have been and are a part of ongoing expenditures to upgrade
systems. The Company is dependent upon various third parties,  including certain
product  suppliers,   to  conduct  its  business  operations.   The  failure  of
mission-critical  third  parties to achieve  year 2000  compliance  could have a
material  effect on the  Company's  operations.  The Company is presently in the
assessment phase of its year 2000 plan with respect to the Company's  suppliers,
vendors and service  providers for year 2000 compliance.  The Company expects to
complete the  assessment  phase by July 31 1999.  The Company plans to develop a
contingency  plan  by  September  30,  1999  in the  event  its  systems  or its
mission-critical vendors do not achieve year 2000 compliance. However, there can
be no assurance that the Company will not experience  unanticipated costs and/or
business  interruptions due to year 2000 problems in its internal systems or its
supply chain, or that such costs and/or  interruptions  will not have a material
adverse  effect on the Company's  consolidated  results of  operations.  


Item 3. Quantitative and Qualitative Disclosures about Market Risk

See "Market Risk" under Item 2 hereof.


                                       17


<PAGE>

OMNIQUIP INTERNATIONAL, INC.

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

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

         On February  16, 1999,  OmniQuip  International,  Inc.  held its second
         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 2002:

                                   For                       Withheld Authority
                                   ---                       ------------------

         Samuel A. Hamacher        11,003,147                 17,852
         Jay G. Henges             10,771,218                249,781
         Robert L. Virgil          10,772,118                248,881

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

                  For              11,002,329
                  Against              11,576
                  Abstain               7,094


Item 6.  Exhibits and Reports on Form 8-K

         (a)      Exhibits

                  Exhibit 10.1 - First Amendment, dated as of December 19, 1997,
                  by  and  among  OmniQuip  International,   Inc.,  First  Union
                  National  Bank,  as  Administrative  Agent,  and  the  various
                  lending institutions set forth therein.

                  Exhibit 10.2 - Second Amendment, dated as of February 8, 1999,
                  by  and  among  OmniQuip  International,   Inc.,  First  Union
                  National  Bank,  as  Administrative  Agent,  and  the  various
                  lending institutions set forth therein.

                  Exhibit 10.3 - Amended and Restated Credit Agreement, dated as
                  of February 26,  1999,  by and among  OmniQuip  International,
                  Inc.,  Morgan  Stanley  Senior  Funding,  Inc., as Syndication
                  Agent  and   Co-Arranger,   First  Union   National  Bank,  as
                  Administrative Agent and Co-Arranger,  and the various lending
                  institutions set forth therein.

                  Exhibit 10.4 - Offering  Basis Loan  Agreement,  dated January
                  14,  1999,  by and between  OmniQuip  International,  Inc. and
                  First Union National Bank.

                  Exhibit  10.5 - Sublease  Agreement,  dated as of  February 1,
                  1999, by and between  OmniQuip  International,  Inc. and Oakes
                  Enhancement, Inc.

                  Exhibit  10.6 -  Lease,  dated as of  March  1,  1999,  by and
                  between TRAK  International,  Inc. and Park Street  Industrial
                  LLC.

                  Exhibit 10.7 - Letter  Agreement,  dated as of April 19, 1999,
                  by and  between  OmniQuip  International,  Inc.  and Thomas K.
                  Breslin.

                  Exhibit 27 - Financial Data Schedule




                                       18

<PAGE>

         (b)      Reports on Form 8-K

                  On February 11,  1999, a Current  Report on Form 8-K was filed
                  to report,  pursuant to Item 5 thereof,  the  amendment of the
                  Rights Agreement,  dated as of August 21, 1998, as amended, by
                  and between the Company and First Chicago Trust Company of New
                  York, as Rights Agent.












                                       19

<PAGE>

                          OMNIQUIP INTERNATIONAL, INC.




                                    Signature

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


                              OMNIQUIP INTERNATIONAL, INC.



Date:  May 14, 1999           /s/ Thomas K. Breslin              
                              -----------------------------------
                              Thomas K. Breslin
                              Vice President-Finance and Chief Financial Officer
                              Principal accounting and financial officer)









<PAGE>

                                  EXHIBIT INDEX



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

    10.1                   First  Amendment,  dated as of December 19, 1997,  by
                           and among OmniQuip  International,  Inc., First Union
                           National  Bank,  as  Administrative  Agent,  and  the
                           various lending institutions set forth therein.

    10.2                   Second  Amendment,  dated as of February 8, 1999,  by
                           and among OmniQuip  International,  Inc., First Union
                           National  Bank,  as  Administrative  Agent,  and  the
                           various lending institutions set forth therein.

    10.3                   Amended and Restated  Credit  Agreement,  dated as of
                           February   26,   1999,   by   and   among    OmniQuip
                           International,  Inc.,  Morgan Stanley Senior Funding,
                           Inc., as  Syndication  Agent and  Co-Arranger,  First
                           Union  National  Bank,  as  Administrative  Agent and
                           Co-Arranger, and the various lending institutions set
                           forth therein.

    10.4                   Offering  Basis Loan  Agreement,  dated  January  14,
                           1999, by and between OmniQuip International, Inc. and
                           First Union National Bank.

    10.5                   Sublease Agreement,  dated as of February 1, 1999, by
                           and between  OmniQuip  International,  Inc. and Oakes
                           Enhancement, Inc.

    10.6                   Lease, dated as of March 1, 1999, by and between TRAK
                           International, Inc. and Park Street Industrial LLC.

    10.7                   Letter Agreement,  dated as of April 19, 1999, by and
                           between  OmniQuip  International,  Inc. and Thomas K.
                           Breslin.

    27                     Financial Data Schedule