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 June 30, 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 August 6, 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 June 30, 1998
                       and September 30, 1997 (Audited)                        3

                      Consolidated Statement of Income for the
                       three months and nine months ended June 30, 1998
                       and June 30, 1997                                       4

                      Consolidated Statement of Changes in
                       Stockholders' Equity for the nine months
                       ended June 30, 1998                                     5

                      Consolidated Statement of Cash Flows for the
                       nine months ended June 30, 1998 and
                       June 30, 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 6.      Exhibits and Reports on Form 8-K                      19

Signature                                                                     20


                                       2

<PAGE>

OMNIQUIP INTERNATIONAL, INC.

Item 1. Financial Statements
Consolidated Balance Sheet
(Amounts in Thousands Except Share and Per Share Data)
<TABLE>
<CAPTION>


                                                                 June 30, 1998       September 30, 1997
Assets                                                            (Unaudited)
                                                                  -----------        ------------------

<S>                                                             <C>                    <C> 
Current Assets:
 Cash and cash equivalents                                      $       2,927          $          5
 Accounts receivable, net                                              55,557                22,689
 Inventories                                                           75,443                30,956
 Prepaid expenses and other current assets                             10,155                 6,640
                                                          -------------------   -------------------
          Total current assets                                        144,082                60,290
 Property, plant and equipment, net                                    39,176                17,130
 Goodwill, net                                                        121,007                65,359
 Other assets, net                                                      2,194                 1,519
                                                          -------------------   -------------------
                                                                $     306,459          $    144,298
                                                          ===================   ===================

Liabilities and Stockholders' Equity

Current liabilities:
 Current portion of long-term debt                              $     12,500           $      8,625
 Accounts payable                                                     48,336                 20,433
 Accrued liabilities                                                  23,796                 16,830
                                                         -------------------    -------------------
            Total current liabilities                                 84,632                 45,888
                                                         -------------------    -------------------

 Long-term debt                                                      131,651                 25,609
 Other noncurrent liabilities, net                                       422                    422
 Deferred income taxes                                                 1,981                  1,981
                                                         -------------------    -------------------
                                                                     134,054                 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 June 30, 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                                  (1,030)                      0
 Retained earnings                                                  45,286                  26,881
                                                        -------------------     -------------------
           Total stockholders' equity                               87,773                  70,398
                                                        -------------------     -------------------
                                                                $  306,459                $144,298
                                                        ===================     ===================
</TABLE>
          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 June 30,      Nine months ended June 30,
                                                    1998           1997             1998             1997
                                                    ----           ----             ----             ----
<S>                                           <C>             <C>               <C>            <C>
Net sales                                     $  119,674      $   74,708        $ 323,607      $   197,326

Cost of                                           92,158          54,295          247,476          144,527
                                             -------------------------------------------------------------
Gross profit                                      27,496          20,413           76,131           52,799

Selling, general and administrative expenses      12,487           7,675           34,308           20,149

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

Operating profit                                  15,009          12,738           41,823           32,650

Other expenses:
  Interest on indebtedness                         2,873           1,085            7,535            5,267
  Other finance charges                              613             598            1,915            1,599
  Other, net                                        (139)            (45)            (134)            (131)
                                             -------------------------------------------------------------
                                                   3,347           1,638            9,316            6,735
                                             -------------------------------------------------------------
Income before income taxes and
 extraordinary items                              11,662          11,100           32,507           25,915
Provision for income taxes                         4,723           4,457           13,129           10,497
                                             -------------------------------------------------------------
Income before extraordinary items                  6,939           6,643           19,378           15,418

Extraordinary items, net of tax                        -               -            (545)            (782)
                                             -------------------------------------------------------------
Net income                                      $  6,939         $ 6,643         $ 18,833         $ 14,636
                                             =============================================================

Basic earnings per share:
  Income before extraordinary items             $   0.49         $  0.47         $   1.36         $   1.24
Extraordinary items                                    -               -           (0.04)           (0.06)
                                             -------------------------------------------------------------
Net income                                      $   0.49         $  0.47         $   1.32         $   1.18
                                             =============================================================

Weighted average shares                           14,260          14,250           14,258           12,382 
                                             =============================================================

Diluted earnings per share:
  Income before extraordinary items             $   0.48         $  0.46         $   1.34         $   1.24
  Extraordinary items                                  -               -           (0.04)           (0.06)
                                             -------------------------------------------------------------
  Net income                                    $   0.48         $  0.46         $   1.30         $   1.18
                                             =============================================================

Weighted average shares                           14,445          14,335           14,430           12,400
                                             =============================================================

</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                                                            (1,030)                         (1,030)
Dividends paid                                                                                                 (428)           (428)
Net income                                                                                                   18,833          18,833
                                         ------------    -------------   ------------     ------------   ------------    -----------
Balance, June 30, 1998                      $  143        $     43,902    $   (528)       $  (1,030)      $  45,286        $ 87,773
                                         ============    =============   ============     ============   ============    ===========

</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>
                                                                                    Nine months ended
                                                                                        June 30,
                                                                                     1998        1997
                                                                                     ----        ----

<S>                                                                              <C>         <C>
Cash flows from operating activities:
  Net income                                                                     $   18,833  $   14,636
Adjustments to reconcile net income to net cash provided
  by operating activities:
  Depreciation                                                                        3,480       1,572
  Amortization                                                                        2,400       1,533
  Loss on debt refinancing                                                              916       1,303
  Other                                                                                   3        (23)
(Increase) decrease in current assets, excluding the effect of
  an acquisition:
  Accounts receivable, net                                                         (17,067)     (4,683)
  Inventories                                                                      (11,869)     (1,543)
  Prepaid expenses and other current assets                                           (708)       (619)
Increase (decrease) in current liabilities, excluding the effect of
  an acquisition:
  Accounts payable                                                                  15,608       2,222
  Other current liabilities                                                         (3,368)       (571)
                                                                                -----------------------

Net cash provided by operating activities                                            8,228      13,827
                                                                                -----------------------
Cash flows from investing activities:                                           
  Acquisition of net assets of Snorkel Division of Figgie International Inc.      (105,439)         --
  Capital expenditures, net                                                         (6,057)     (1,612)
  Payments to former TRAK shareholders for ATLAS program                              (527)       (838)
  Other                                                                                 --         356
                                                                                -----------------------

Net cash  used in investing activities                                            (112,023)     (2,094)
                                                                                -----------------------

Cash flows from financing activities:
   Proceeds from initial public offering                                                 --      37,557
   Proceeds from refinancing                                                        125,000          --
   Net proceeds from revolver                                                        21,042     (7,441)
   Payments on long-term debt                                                      (36,125)    (40,525)
   Payment of dividends                                                               (428)          --
   Financing costs                                                                  (1,742)     (1,010)
                                                                                -----------------------

Net cash provided by (used in) financing activities                                107,747    (11,419)
                                                                                -----------------------

Effect of exchange rate changes on cash                                            (1,030)          --
                                                                                -----------------------

Net change in cash                                                                    2,922         314
Cash beginning of period                                                                  5          53
                                                                                -----------------------

Cash at end of period                                                            $    2,927   $     367
                                                                                ========================

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


                                       6
<PAGE>

OMNIQUIP INTERNATIONAL, INC.
Notes to Consolidated Financial Statements
(Amounts in Thousands Except Share and 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
          nine months ended June 30, 1998 were not material.

3.        Snorkel acquisition and related financing

          On November 17,  1997,  OmniQuip  purchased  certain net assets of the
          Snorkel   Division  of  Figgie   International   Inc.   (Snorkel),   a
          Midwest-based  manufacturer  of aerial work  platforms and aerial fire
          apparatus, in a transaction accounted for under the purchase method of
          accounting.  The cash  purchase  price of  approximately  $100,000 was
          financed by 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 asset

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


          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 $56,500.
          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% (6.8% to 8.6% at June 30, 1998).  Amounts outstanding
          under the  revolving  credit  facility  and term loan at June 30, 1998
          were $24,200 and $120,000,  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.

                                     Pro forma financial information (unaudited)
                                   or the nine months        For the nine months
                                   ended June 30, 1998       ended June 30, 1997


Net sales                             $     339,499               $    318,551

Income before extraordinary loss      $      18,508               $     20,388
Basic earnings per common share
  before extraordinary loss           $        1.30               $       1.65
Basic weighted average shares                14,260                     12,382
Diluted earnings per common share
  before extraordinary loss           $        1.28               $       1.64
Diluted weighted average shares              14,445                     12,400



                                       8
<PAGE>

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


4.        Inventories

          Inventories consist of the following:

                                         June 30, 1998        September 30, 1997
                                          (unaudited)

Raw material and purchased components     $49,181                 $18,313
Work in process                            11,427                   3,694
Finished goods                             13,234                   6,090
Unbilled government contract costs          1,601                   2,859
                                        ---------                --------
                                          $75,443                 $30,956
                                        =========                ========

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 June 30, 1998 and the
          changes during the nine months then ended is presented below:

                                                    June 30, 1998

                                                               Weighted average
                                                  Shares        exercise price


Outstanding at beginning of period               438,752           $ 13.98
Granted                                          257,750           $ 19.67
Exercised                                              -           $     -
Forfeited                                       (34,252)           $ 15.58
                                                --------           -------
                                                 662,250           $ 16.07
                                                ========           =======
Exercisable at end of period                           -           $     -
                                                ========           =======


                                       9
<PAGE>

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

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  stock  options were  computed  using the  treasury  stock
          method, if dilutive.  EPS for the three and nine months ended June 30,
          1997 has been restated in accordance with SFAS 128.

7.        Commitments and contingencies

          The Company is included in various litigation  consisting primarily 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  $61,379  at  June  30,  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 nine months
ended June 30, 1998  compared to the three and nine months  ended June 30, 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  manufacturing  facilities have experienced  capacity  constraints which
have  limited  production  output and have caused  manufacturing  inefficiencies
during the last six months  affecting  sales and gross  margins.  It is expected
that these  capacity  constraints  will continue to affect the Port  Washington,
Wisconsin facilities for the next six to twelve months.

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, manufacturing capacity constraints and
production  inefficiencies,  potential  labor  shortages  of skilled  personnel,
stiffer competition from larger and better capitalized companies, the effects on
price and margin of the rapid  consolidation  of  distributors,  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           Nine months ended
                                                        June 30,                   June 30,
                                                   1998         1997          1998         1997
                                                   ----         ----          ----         ----
<S>                                               <C>           <C>          <C>          <C>
Net sales                                         100.0%        100.0%       100.0%       100.0%
Cost of sales                                      77.0%         72.7%        76.5%        73.3%
                                                   -----         -----        -----        -----
Gross profit                                       23.0%         27.3%        23.5%        26.7%
Selling, general and administrative
  expenses                                         10.4%         10.2%        10.6%        10.2%
                                                   -----         -----        -----        -----
Operating income                                   12.6%         17.1%        12.9%        16.5%
Interest expense                                    2.4%          1.5%         2.3%         2.7%
Other finance charges                               0.4%          0.7%         0.6%         0.7%
                                                    ----          ----         ----         ----
Income before income taxes and
  extraordinary items                               9.8%         14.9%        10.0%        13.1%
Provision for income taxes                          4.0%          6.0%         4.0%         5.3%
                                                    ----          ----         ----         ----
Income before extraordinary items                   5.8%          8.9%         6.0%         7.8%
Extraordinary items                                  --            --          0.2%         0.4%
                                                    ----          ----         ----         ----

Net income                                          5.8%          8.9%         5.8%         7.4%
                                                    ====          ====         ====         ====
</TABLE>

Three Months Ended June 30, 1998 Compared to Three Months Ended June 30, 1997

Net sales for the three  months  ended June 30,  1998 were  $119.7  million,  an
increase of $45.0  million over net sales of $74.7  million for the three months
ended June 30, 1997. Net sales by product line were as follows:

                                                     ($ in millions)
                                                    Three months ended
                                                        June 30,
  
                                                                      Increase
                                           1998          1997       (Decrease)
                                           ----          ----       ----------

Commercial Telescopic Material Handlers  $ 60.4        $  61.8      $  (1.4)
Military Telescopic Material Handlers       4.7            2.0          2.7
Compact Products                            7.7            7.0          0.7
Aerial Work Platforms                      38.2              -         38.2
Parts and Other Products                    8.7            3.9          4.8
                                        -------        -------      --------
                                        $ 119.7        $  74.7      $  45.0
                                        =======        =======      ========

Commercial sales of telescopic material handlers for the three months ended June
30, 1998 were $60.4 million, a decrease of 2.3% from the 1997 period as a result
of lower production output reflecting manufacturing capacity constraints and the
impact of union organizing activities. In


                                       12
<PAGE>

April 1998 there were separate union organizing attempts at two of the Company's
operations.  The United Auto  Workers  (UAW)  attempted  to organize the Snorkel
business headquartered in St. Joseph, Missouri and the International Association
of  Machinists  and  Aerospace  Workers  (IAM)  attempted to organize the Eagan,
Minnesota operations of Lull. The UAW withdrew their petition prior to a vote at
Snorkel  and the IAM was not  elected  at Lull.  As a result  of the  organizing
activities,  the attention of both  management  and direct labor were  diverted,
causing lower than expected production output.

Military  sales were $4.7  million  for the three  months  ended  June 30,  1998
compared  to $2.0  million  for the  prior  comparable  period  as a  result  of
increased  production  under the U.S.  Army  ATLAS  contract.  Sales of  compact
products  increased by 9.7% for the quarter primarily due to the introduction of
a new line of  mini-excavators.  The acquisition of Snorkel accounted for all of
the $38.2 million increase in sales of aerial work platforms and $3.6 million of
the  increase in sales of parts and other  products  for the three  months ended
June 30, 1998. Parts and other products,  excluding  Snorkel,  increased by $1.2
million, or 29.4%, for the quarter primarily reflecting the increased population
of equipment in the field.

Gross  profit for the three  months  ended June 30, 1998 was $27.5  million,  an
increase of $7.1 million over gross profit of $20.4 million for the three months
ended June 30, 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 June 30, 1998 from 27.3% for the three  months  ended June 30,  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 manufacturing
inefficiencies  related  to the  effects  of  union  organizing  activities  and
capacity constraints.  Other factors affecting gross margin for the quarter were
higher costs related to the new Millennia  series  telescopic  handler and costs
related to the new leased facilities at the Port Washington location.

Selling,  general and administrative  (SG&A) expenses for the three months ended
June 30, 1998 were $12.5 million, an increase of $4.8 million over SG&A expenses
of $7.7 million for the three months ended June 30, 1997. The increase  reflects
the  acquisition  of  Snorkel  and costs  related to the  Company's  change to a
business  unit  organizational  structure.  SG&A expenses as a percentage of net
sales increased to 10.4% for the three months ended June 30, 1998 from 10.2% for
the three months ended June 30, 1997.

Operating income for the three months ended June 30, 1998 was $15.0 million,  an
increase of $2.3 million,  or 17.8%,  over operating income of $12.7 million for
the  three  months  ended  June 30,  1997 due to the  factors  discussed  above.
Operating  margin  decreased  to 12.6% for the three  months ended June 30, 1998
from 17.1% for the 1997 period.  The decline in operating  margin  reflected the
factors discussed above.

Interest  expense for the three months ended June 30, 1998 was $2.9 million,  an
increase of $1.8  million  compared to interest  expense of $1.1 million for the
three months ended June 30,  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.


                                       13
<PAGE>

Other finance charges,  which are primarily comprised of dealer-related  finance
charges,  were $0.6  million for the three  months ended June 30, 1998 and 1997.
Other finance  charges as a percentage of net sales decreased to 0.4% 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 June 30, 1998 was $4.7
million  compared to $4.5 million for the three months ended June 30, 1997.  The
increase  reflected  the increase in income before income taxes of $0.6 million.
The  Company's  effective tax rate was 40.5% for the three months ended June 30,
1998 compared to 40.2% for the three months ended June 30, 1997.

Net  income  for the three  months  ended  June 30,  1998 was $6.9  million,  an
increase of $0.3 million, or 4.5%, over net income of $6.6 million for the three
months ended June 30, 1997, as a result of the factors described above.

Basic and diluted earnings per share were $0.49 and $0.48, respectively, for the
three months ended June 30, 1998.  Basic and diluted  earnings per share for the
three months ended June 30, 1997 were $0.47 and $0.46, respectively.









                                       14
<PAGE>

Nine Months ended June 30, 1998 Compared to Nine Months Ended June 30, 1997

Net sales for the nine  months  ended  June 30,  1998 were  $323.6  million,  an
increase of $126.3  million over net sales of $197.3 million for the nine months
ended June 30, 1997.
Net sales by product line were as follows

                                                     ($ in millions)
                                                    Nine months ended
                                                        June 30,
  
                                           1998          1997       Increase
                                           ----          ----       --------

Commercial Telescopic Material Handlers  $175.1        $ 165.2      $   9.9
Military Telescopic Material Handlers      15.4            3.0         12.4
Compact Products                           18.1           17.1          1.0
Aerial Work Platforms                      92.8              -         92.8
Parts and Other Products                   22.2           12.0         10.2
                                        -------        -------      --------
                                        $ 323.6        $ 197.3      $ 126.3
                                        =======        =======      ========

Commercial sales of telescopic  material handlers for the nine months ended June
30,  1998  were  $175.1  million,  an  increase  of 6.0%  over the 1997  period,
reflecting continued strong market growth for these products partially offset by
capacity  constraints and the effects of union organizing  activities.  Military
sales were $15.4  million  for the nine months  ended June 30, 1998  compared to
$3.0 million for the comparable prior period as a result of increased production
under the U.S.  Army  ATLAS  contract.  Sales of compact  products  for the nine
months ended June 30, 1998 were $18.1  million,  an increase of 6.1% compared to
the nine months ended June 30, 1997,  primarily reflecting the introduction of a
new line of mini-excavators. The acquisition of Snorkel accounted for all of the
$92.8 million increase in sales of aerial work platforms and $8.9 million of the
increase in sales of parts and other products.

Gross  profit for the nine  months  ended June 30,  1998 was $76.1  million,  an
increase of $23.3 million over gross profit of $52.8 million for the nine months
ended June 30, 1997. The increase in gross profit  reflected the increase in net
sales discussed  above.  The gross margin decreased to 23.5% for the nine months
ended June 30,  1998 from 26.7% for the nine  months  ended June 30,  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,  manufacturing  inefficiencies  related to ramp-up of production for the
ATLAS military contract,  start-up of production for the new Millennia series of
telescopic material handlers,  union organizing  activities and costs related to
new leased facilities at the Port Washington location.

SG&A  expenses  for the nine months ended June 30, 1998 were $34.3  million,  an
increase  of $14.2  million  over SG&A  expenses  of $20.1  million for the nine
months ended June 30, 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 


                                       15
<PAGE>

March 20,  1997 and costs  related to the  Company's  change to a business  unit
organizational  structure.  SG&A expenses as a percentage of net sales increased
to 10.6% for the nine months  ended June 30, 1998 from 10.2% for the nine months
ended June 30, 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 nine months ended June 30, 1998 was $41.8 million,  an
increase of $9.2 million,  or 28.1%,  over operating income of $32.7 million for
the  nine  months  ended  June  30,  1997 due to the  factors  discussed  above.
Operating margin decreased to 12.9% for the nine months ended June 30, 1998 from
16.5% for the 1997 period. The decline in operating margin reflected the factors
discussed above.

Interest  expense for the nine months ended June 30, 1998 was $7.5  million,  an
increase of $2.2  million  compared to interest  expense of $5.3 million for the
nine months  ended June 30, 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 $1.9 million for the nine months ended June 30, 1998
compared to $1.6 million for the nine months ended June 30, 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 0.7%  reflecting  the fact that
Snorkel has not historically incurred such charges.

Provision  for income  taxes for the nine  months  ended June 30, 1998 was $13.1
million  compared to $10.5 million for the nine months ended June 30, 1997.  The
increase  reflected  the increase in income before income taxes of $6.6 million.
The  Company's  effective  tax rate was 40.4% for the nine months ended June 30,
1998 compared to 40.5% for the nine months ended June 30, 1997.

Income from  continuing  operations  for the nine months ended June 30, 1998 was
$19.4  million,  an  increase  of $4.0  million,  or  25.7%,  over  income  from
continuing operations for the nine months ended June 30, 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.

Net  income  for the nine  months  ended  June 30,  1998 was $18.8  million,  an
increase of $4.2  million,  or 28.7%,  over net income of $14.6  million for the
nine months ended June 30, 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 $1.36 and $1.34,  respectively,  for the nine months
ended June 30, 1998. Basic and diluted 


                                       16
<PAGE>

earnings per share, before the effect of the extraordinary item discussed above,
were $1.24 for the nine months ended June 30, 1997.

Capital Resources and Liquidity

Net cash  provided by operating  activities  of the Company was $8.2 million for
the nine months ended June 30, 1998.  Working capital  (excluding the effects of
the Snorkel  acquisition  and changes in cash and current  portions of long-term
debt)  increased by $17.4  million in the period,  primarily  reflecting a $17.1
million  increase  in  accounts   receivable,   an  $11.9  million  increase  in
inventories,  a $3.4 million decrease in other current  liabilities  offset by a
$15.6  million  increase  in accounts  payable.  Accounts  receivable  increased
primarily  due to  increased  sales levels and timing of shipments at the end of
the quarter.  Inventories  increased primarily due to capacity constraints which
prevented  manufacturing   operations  from  achieving  the  planned  production
schedule.  The decrease in other  current  liabilities  primarily  reflected the
issuance of volume rebates and the payment of year-end bonuses.  The increase in
accounts  payable  primarily  reflected  increased  inventory  purchases  due to
increases in production  schedules.  Net cash used in investing  activities  was
$112.0  million,  including  $6.1  million for capital  expenditures  and $105.4
million for  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 $13.8 million for
the nine months ended June 30, 1997.  Working capital  (excluding the effects of
changes in cash and  current  portions  of  long-term  debt)  increased  by $5.2
million  for  the  period,  reflecting  increases  in  accounts  receivable  and
inventories  partially  offset  by  higher  accounts  payable,  all  related  to
increased  sales.  Cash provided by operating  activities of the Company for the
period was used primarily to finance capital  expenditures  of $1.6 million,  to
make  payments to former TRAK  shareholders  of $0.8  million tied to receipt of
orders under contracts with the U.S. Army and to repay 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 a rate
that is  determined  from a pricing grid based on the Company's  leverage  ratio
(debt / EBITDA).  At June 30, 1998 the interest  rate under this  agreement  was
prime plus .125% or LIBOR plus 1.125%. In conjunction with entering into the new
credit facility,  the Company  recognized an extraordinary loss in November 1997
of $0.5 million  attributable  to the  write-off of $0.9 million of  unamortized
deferred financing fees, net of related tax benefits.

Amounts  outstanding  under  the  credit  facility  at June 30,  1998  were $144
million.  In addition,  the Company had $0.2 million in  outstanding  letters of
credit under this revolving  credit  facility.  At June 30, 1998 the Company had
unused borrowing capacity of $13.8 million under this facility.


                                       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.

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 June 30, 1998 was  approximately  $215 million,  of
which $41 million  relates to the ATLAS military  contract.  It is expected that
substantially all of the commercial backlog and approximately  two-thirds of the
military backlog will be shipped before June 30, 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 6.  Exhibits and Reports on Form 8-K

         (a)     Exhibits

                 Exhibit 10 - Lease,  dated as of June 30, 1998,  between
                 PW Investment LLC and TRAK International, Inc.

                 Exhibit 27 - Financial Data Schedule

          (b)    Reports on Form 8-K

                 None




                                       19
<PAGE>

                          OMNIQUIP INTERNATIONAL, INC.


                                    Signature

Pursuant to the  requirements  of the  Securities  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:  August 10, 1998                 /s/ Philip G. Franklin
                                       ------------------------------
                                       Philip G. Franklin
                                       Vice President - Finance, Chief Financial
                                       Officer, Treasurer and Secretary
                                       (Principal financial and accounting
                                       officer)








                                       20
<PAGE>

                                  EXHIBIT INDEX


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

10                  Lease, dated as of June 30, 1998, 
                    between PW Investment LLC and 
                    TRAK International, Inc.

27                  Financial Data Schedule




<PAGE>