GRADALL INDUSTRIES INC
10-Q, 1999-05-03
CONSTRUCTION MACHINERY & EQUIP
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                                    FORM 10-Q

                       SECURITIES AND EXCHANGE COMMISSION
                             Washington, D.C. 20549

(Mark  One)

[  X]     QUARTERLY  REPORT  PURSUANT  TO  SECTION 13 OR 15(d) OF THE SECURITIES
          EXCHANGE  ACT  OF  1934

                For the quarterly period ended     March 31, 1999
                                                   --------------

[   ]     TRANSITION  REPORT  PURSUANT  TO SECTION 13 OR 15(d) OF THE SECURITIES
          EXCHANGE  ACT  OF  1934

            For the transition period from          To
                                           --------    --------

                      Commission file number     001-12049
                                                 ---------

                            Gradall Industries, Inc.
                            ------------------------
             (Exact name of registrant as specified in its charter)

                    Delaware                                 36-3381606
                    --------                                 ----------
          (State  or other jurisdiction                  (I.R.S. Employer 
         of incorporation or organization)              Identification  No.)

                406 Mill Avenue S. W., New Philadelphia, OH 44663
                -------------------------------------------------
                    (Address of principal executive offices)

                                   (330) 339-2211
                                   ---------------
              (Registrant's telephone number, including area code)

                                 Not applicable
                              --------------------
      (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
        ----------   ----------


                 Number of shares outstanding at March 31, 1999

                    Common Stock, $.001 par value:  9,515,460

<PAGE>
<TABLE>
<CAPTION>

                                      GRADALL INDUSTRIES, INC.
                                             FORM 10-Q
                                    QUARTER ENDED MARCH 31, 1999


                                               Index
                                               -----


<S>           <C>                                                         <C>
                                                                           Page
                                                                           ----

PART I    FINANCIAL INFORMATION

  Item 1 --   Condensed Consolidated Financial Statements                    1

  Item 2 --   Management's Discussion and Analysis of Results
              of Operations and Financial Condition                          6

  Item 3 --   Quantitative and Qualitative Disclosures About
              Market Risk                                                   11

PART II   OTHER INFORMATION

  Item 6 --   Exhibits and Reports on Form 8-K                              12

  Signatures                                                                12

</TABLE>

                        PART I  -  FINANCIAL INFORMATION

ITEM  1.  CONDENSED  CONSOLIDATED  FINANCIAL  STATEMENTS
<TABLE>
<CAPTION>

                    GRADALL INDUSTRIES, INC. AND SUBSIDIARIES
                   CONDENSED CONSOLIDATED STATEMENTS OF INCOME
                                   (UNAUDITED)
                  (Dollars in Thousands, Except Per Share Data)


                                             Three Months Ended
                                             -------------------         
<S>                                <C>                  <C>
                                   March 31, 1999       March 31, 1998
                                   --------------       --------------
Net sales . . . . . . . . . . . .  $       50,532       $       41,541
Cost of sales . . . . . . . . . .          38,617               31,990
                                   --------------       --------------
Gross profit. . . . . . . . . . .          11,915                9,551
 
Operating expenses:
Research, development and 
  product engineering costs . . .           1,346                1,054
Selling, general and
  administrative expenses . . . .           4,191                3,263
                                   --------------       --------------
Operating income. . . . . . . . .           6,378                5,234

Interest, net . . . . . . . . . .             173                  218
Other, net. . . . . . . . . . . .              34                    5
                                   --------------       --------------
Income before provision for taxes           6,171                5,011

Income tax provision. . . . . . .           2,410                1,957
                                   --------------       --------------
Net income. . . . . . . . . . . .  $        3,761       $        3,054
                                   ==============       ==============

Earnings per common share:

Basic:
Weighted average
   Shares outstanding . . . . . .       9,512,408            8,940,194

Earnings per common share:. . . .  $         0.40       $         0.34

Diluted:
Weighted average
   Shares outstanding . . . . . .       9,605,028            9,023,295

Earnings per common share:. . . .  $         0.39       $         0.34
<FN>

The accompanying notes are an integral part of these condensed consolidated
financial statements.
</TABLE>

                                     1

<TABLE>
<CAPTION>

                           GRADALL INDUSTRIES, INC. AND SUBSIDIARIES
                             CONDENSED CONSOLIDATED BALANCE SHEETS
                                    (Dollars in Thousands)


<S>                                     <C>                 <C>
                                            UNAUDITED           AUDITED
                                         --------------     -----------------
                                         MARCH 31, 1999     DECEMBER 31, 1998
                                         --------------     -----------------
                      ASSETS
                    ----------
Current assets:
  Cash. . . . . . . . . . . . . . . . . $           730     $          2,457 
  Accounts receivable - trade, net of
     allowance for Doubtful accounts. .          34,237               26,983 
  Inventories . . . . . . . . . . . . .          36,857               32,872 
  Prepaid expenses and deferred charges           1,834                2,510 
  Deferred income taxes . . . . . . . .             985                  985 
                                        ---------------     -----------------
    Total current assets . .  . . . . .          74,643               65,807 

Deferred income taxes  . . . . .. . . .           6,060                5,985 
Property, plant and equipment, net. . .          25,925               25,838 
Other assets. . . . . . . . . . . . . .           1,205                1,357 
                                        ---------------     -----------------
    Total assets . . . . . . . .  . . . $       107,833     $         98,987 
                                        ===============     =================

LIABILITIES & STOCKHOLDERS' EQUITY
- ------------------------------------
Current liabilities:
  Current portion long term debt. . . . $        11,034     $          7,226 
  Accounts payable - trade. . . . . . .          17,569               16,288 
  Accrued other expenses. . . . . . . .          14,303               14,451
                                        ---------------     -----------------
     Total current liabilities  . . . .          42,906               37,965 
                                        ---------------     -----------------

Long term obligations:
  Long-term debt, net of current portion            332                  405 
  Accrued post-retirement benefit cost.          16,748               16,554 
  Other long term liabilities . . . . .           1,688                1,688 
                                        ---------------     -----------------
    Total long term obligations . . . .          18,768               18,647 
                                        ---------------     -----------------
    Total liabilities . . . . . . . . .          61,674               56,612 
                                        ---------------     -----------------

Stockholders' equity:
  Common stock, $.001 par value; 
    18,000,000 shares.authorized;
    9,515,460 and 9,508,231 issued
    and outstanding on March 31, 1999
    and December 31, 1998, respectively              10                   10 
  Additional paid-in capital. . . . . .          45,828               45,805 
  Retained earnings (accumulated deficit)         1,028               (2,733)
  Accumulated other comprehensive loss.            (707)                (707)
                                         ---------------     ----------------
    Total stockholders' equity. . . . .          46,159               42,375 
                                         ---------------     ----------------
    Total liabilities and stockholders' 
      Equity. . . . . . . . . . . . . . $       107,833     $         98,987 
                                        ===============     =================
<FN>

The accompanying notes are an integral part of these condensed consolidated 
financial statements.
</TABLE>
                                     2

<TABLE>
<CAPTION>

                    GRADALL INDUSTRIES, INC. AND SUBSIDIARIES
                 CONDENSED CONSOLIDATED STATEMENTS OF CASH FLOWS
                                   (UNAUDITED)
                             (Dollars in Thousands)

                                                     Three Months Ended
                                                     ------------------
                                               March 31, 1999  March 31, 1998
                                               --------------  --------------
<S>                                            <C>             <C>
Operating Activities:
  Net income. . . . . . . . . . . . . . . . . .  $      3,761   $      3,054 
  Adjustments to reconcile net income to
    net cash (used in) provided by operating
    activities:
    Post-retirement benefit transition 
      obligation. . . . . . . . . . . . . . . .           194            350 
    Depreciation and amortization . . . . . . .         1,000            575 
    Deferred income taxes . . . . . . . . . . .           (75)          (137)
    Gain on sale of property, plant & equipment             -            (26)
    Increase in accounts receivable . . . . . .        (7,254)        (1,000)
    Increase in inventories . . . . . . . . . .        (3,985)          (270)
    Decrease in prepaid expenses. . . . . . . .           676          1,161 
    Increase (decrease) in accounts payable and
      accrued expenses. . . . . . . . . . . . .         1,133         (3,482)
                                               --------------  --------------

      Net cash (used in) provided by operating
        Activities. . . . . . . . . . . . . . .        (4,550)           225 
                                               --------------  --------------

Investing Activities:
    Proceeds from sale of property, plant & 
      Equipment . . . . . . . . . . . . . . . .             -             66 
    Purchase of property, plant and equipment .          (935)          (985)
                                               --------------  --------------
    Net cash used in investing activities . . .          (935)          (919)
                                               --------------  --------------

Financing Activities:
    Issuance of 7,229 shares common stock . . .            23              - 
    Net borrowing under lines of credit . . . .         3,839          1,261 
    Repayments on capital leases. . . . . . . .          (104)           (68)
                                               --------------  --------------
      Net cash provided by financing activities         3,758          1,193 
                                               --------------  --------------
      Net (decrease) increase in cash . . . . .        (1,727)           499 
                                               --------------  --------------
Cash at beginning of year . . . . . . . . . . .         2,457          1,605 
                                               --------------  --------------
Cash at end of period . . . . . . . . . . . . .  $        730   $      2,104 
                                               ==============  ==============
<FN>

The accompanying notes are an integral part of these condensed consolidated
financial statements.
</TABLE>
                                     3


<PAGE>
                    GRADALL INDUSTRIES, INC. AND SUBSIDIARIES

        NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS (UNAUDITED)


1.     BASIS  OF  PRESENTATION:

The  unaudited  interim  financial  information as of March 31, 1999 and for the
three  months  ended March 31, 1999 and 1998 has been prepared on the same basis
as  the  audited  financial  statements.  In  the  opinion  of  management  such
unaudited  information  includes  all  adjustments  (consisting  only  of normal
recurring  adjustments)  necessary  for  a  fair  presentation  of  the  interim
information.  Operating  results  for  the three months ended March 31, 1999 are
not  necessarily  indicative  of the results that may be expected for the entire
year  ending  December  31,  1999.

These  financial  statements and the notes thereto should be read in conjunction
with the Company's audited financial statements included in its Annual Report or
Form  10-K  for  the  fiscal  year  ended  December  31,  1998.

2.     OTHER  COMPREHENSIVE  INCOME:

     The  Company  has  no  significant  items  of  other  comprehensive income.

3.     NEW  ACCOUNTING  STANDARDS:

In  March  1998 the Accounting Standards Executive Committee issued Statement of
Position  ("SOP") 98-1, "Accounting for the Costs of Computer Software Developed
or  Obtained for Internal Use," which is effective for financial years beginning
after  December  15,  1998.  The  Company  adopted  the  provisions  of this SOP
beginning  January  1,  1999,  which  had no significant effect on the Company's
consolidated  financial  statements.

4.     INVENTORIES:

Inventories  were  comprised  of:
<TABLE>
<CAPTION>

<S>                 <C>              <C>
                     Mar. 31, 1999    Dec. 31, 1998
                    ---------------  ---------------
 Raw materials . .  $        1,292   $        1,401 
 Work in process .          24,475           24,501 
 Finished goods. .          17,178           13,058 
                    ---------------  ---------------
                            42,945           38,960 
 LIFO reserve. . .          (6,088)          (6,088)
 Total inventories  $       36,857   $       32,872 
                    ===============  ===============

</TABLE>
                                     4


<PAGE>
GRADALL  INDUSTRIES,  INC.  AND  SUBSIDIARIES
NOTES  TO  CONDENSED  CONSOLIDATED  FINANCIAL  STATEMENTS  (UNAUDITED)
(CONTINUED)

5.     EARNINGS  PER  COMMON  SHARE:

     The  computation  of  the  earnings  per  common  share  are  as  follows:
<TABLE>
<CAPTION>



<S>                                <C>             <C>
                                   March 31, 1999  March 31, 1998
                                   --------------  --------------
Common shares: 
Weighted average common shares 
  outstanding - Basic . . . . . .       9,512,408       8,940,194
Additional common shares issuable
  for stock options . . . . . . .          92,620          83,101
                                   --------------  --------------
Common shares - Diluted . . . . .       9,605,028       9,023,295
                                   ==============  ==============
</TABLE>


6.     FINANCING:

 In  January  1999  the  Company's  Loan  and  Security  Agreement  with  Heller
Financial, Inc. was paid in full and terminated.  A new revolving line of credit
for $17 million was established with KeyBank National Association (the "Lender")
with  an  unsecured  demand promissory note.  At March 31, 1999, borrowing under
the  new  revolving  credit facility totaled $10.8 million, and $4.2 million was
available  under  the  facility.  On April 21, 1999 the revolving line of credit
with  KeyBank  was increased to $22 million,.  The note bears interest at either
LIBOR  plus  .80% or prime minus 1.40%.  The note renews annually and terminates
at  the earlier of the Lender's demand or the Company's decision to terminate by
written  or  oral  communication  to  the  Lender.

7.     CONTINGENCIES:

The  Company  is  involved  in  certain  claims  and  litigation  related to its
operations.  Based  upon  the  facts  known  at  this time, management is of the
opinion  that  the  ultimate  outcome of all such claims and litigation will not
have a material adverse effect on the financial condition, results of operations
or  cash  flows  of  the  Company.

8.     NEW  COMPANY:

On  October 13, 1998, a new company, The Gradall Orrville Company, was formed as
a  wholly  owned  subsidiary  of  Gradall  Industries,  Inc.,  to purchase a new
production  plant at Orrville, Ohio.  The new facility, formerly the Volvo Truck
Assembly  plant,  contains  330,000  square  feet  and  will  provide additional
production  space  for  the  material  handler  product.

                                     5

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

GENERAL

Gradall  Industries, Inc. ("the Company" or "Gradall") is a leading manufacturer
of  wheeled  hydraulic  excavators  and  rough-terrain  variable  reach material
handlers  as well as related service parts.  The Company's products are marketed
under  the  widely  respected  Gradall  trademark and are distinguished by their
telescopic  boom technology, versatility, productivity and reliability.  Gradall
products  serve  many  markets  within the construction and mining industries as
well  as special applications.  Gradall excavators are typically used by general
contractors  and  government  agencies  for  ditching,  sloping, finish grading,
general maintenance and infrastructure projects.  Gradall rough-terrain variable
reach  material  handlers are typically used by residential, non-residential and
institutional  building contractors for lifting, transporting and placing a wide
variety  of  materials at their point of use or storage.  The Company's products
and  service parts are sold through independent distributors and national rental
companies.

Excavator  contractor  sales  activity increased in the latter part of the first
quarter  of 1999 as contractors continued to experience a supportive economy and
as  a  result  of  the  passage of the Transportation Equity Act (TEA-21).  This
federal  highway  bill  guarantees a minimum of $175 billion in spending for the
highway  program  for  fiscal years 1998-2003 and represents a 40% increase over
the  1991  federal  highway  bill.  Municipal bidding and demonstration activity
also increased in the first quarter as a significant number of states prepare to
receive new annual budget funds.  Future Gradall excavator revenues will benefit
from  TEA-21  as  more  federal  and  state  construction contracts are awarded.
Commencement  of  XL2300  shipments  in  the  second  quarter of 1999 and future
shipments  of  the  XL3200  introduced at the Las Vegas March 1999 ConAg-ConExpo
will  also  contribute  to  the  1999  excavator  revenues.

Strength  in  the Company's material handler sales for the first quarter of 1999
was  the  direct  result  of  stronger  than expected activity in the industrial
sector  and  in  residential  and  non-residential  construction.  Rental fleets
continued  to grow in size and continue near full utilization while rental rates
remained  constant.  Favorable interest rates, low inflation and high employment
levels  along  with  continued  growth  and  consolidation  of  national  rental
companies  contributed  to  significant  year  over year first quarter growth in
material  handler  revenue.

Service  parts  sales  remained  high  throughout  the  first quarter of 1999 as
construction  activity,  supported  by  favorable  weather  conditions  in  many
geographic  regions,  continued  strong.  Service  parts  sales  are expected to
benefit in the future from the product support reorganization which will provide
increased  distributor product knowledge training and customer service, and from
the  March 1999 introduction to the distribution network of the new Gradall Plus
CD-ROM  system  for  improved  dealer  product  inquiry  information.

                                     6

The  significant sales growth of material handlers in recent years has created a
need  to  increase  production  capacity.  The board of directors has approved a
capacity  expansion  program  which will require a $30 to $50 million investment
over  the  next  three  to  five  years.  An important step in this plan was the
purchase  of  an  additional 330,000 sq. ft. facility in October 1998.  Formerly
the  Volvo  Truck Assembly plant, the facility is located in Orrville, Ohio, and
will be used to produce material handler products.  Start-up of this plant began
in  March  1999.


RESULTS  OF  OPERATIONS

THREE MONTHS ENDED MARCH 31, 1999 COMPARED TO THREE MONTHS ENDED MARCH 31, 1998.

Net  Sales.  Net  sales  for  the  three months ended March 31, 1999, were $50.5
- ----------
million,  an increase of $9.0 million or 21.6% compared to $41.5 million for the
three  months  ended  March  31,  1998.  The  increase  in  net sales included a
significant  increase  in  material  handler unit volume and a small increase in
excavator  units.  High rental utilization and retail sales along with growth in
the  rental  fleets have driven the high material handler demand.  Service parts
shipments  were  up  slightly  compared  to  the  prior  year  quarter.

Gross Profit.  Gross profit for the three months ended March 31, 1999, was $11.9
- ------------
million,  an increase of $2.4 million or 24.8%, compared to $9.6 million for the
three  months  ended  March 31, 1998.  Gross profit as a percentage of net sales
increased to 23.6% for the three months ended March 31, 1999, from 23.0% for the
three  months  ended March 31, 1998, attributable to lower production costs from
raw  material  procurement.

Research,  Development and Product Engineering Costs.  Research, development and
- ----------------------------------------------------
product  engineering  costs  for the three months ended March 31, 1999, was $1.3
million,  an  increase of $0.3 million or 27.7% compared to $1.1 million for the
three  months  ended  March  31, 1998.  Spending in the research and development
function was higher in the first quarter 1999 than the same quarter in the prior
year  from  additional  design  costs  associated  with  the  military  project.

Selling,  General  and  Administrative  Expenses.  Selling,  general  and
- ------------------------------------------------
administrative  expense  for  the  three  months  ended  March 31, 1999 was $4.2
million,  an increase of $0.9 million or 28.4 % compared to $3.3 million for the
three  months  ended March 31, 1998.  The  increase is attributable to the March
Las  Vegas  ConExpo  trade  show  and the addition of field marketing personnel.

Interest,  Net.  Interest  income  for the three months ended March 31, 1999 was
- --------------
$0.2  million,  unchanged from $0.2 million for the three months ended March 31,
1998.  In  actual  dollars  there was a slight decrease in interest expense from
lower  borrowing  rates  with  the  new  bank  facility  set up in January 1999.

Income  Tax  Provision.  Income tax expense for the three months ended March 31,
- ----------------------
1999  was  $2.4  million,  an increase of $0.5 million or 23.1% compared to $2.0
million  for  the  three months ended March 31, 1998 and represents an effective
tax  rate  for  both  periods  of  39.1%.

                                     7
<PAGE>
RESULTS  OF  OPERATIONS  (CONTINUED)

Net  Income.  Net  income  for  the  three  months ended March 31, 1999 was $3.8
- -----------
million,  an increase of $0.7 million or 23.1%, compared to $3.1 million for the
three  months ended March 31, 1998.  This increase was primarily attributable to
the  increased  sales  volume  of  the  material  handler  product  line.

Earnings Per Common Share.  Basic earnings per common share for the three months
- -------------------------
ended  March  31, 1999 were $0.40, an increase of $0.06 or 17.6% per basic share
from  the  three months ended March 31, 1998.  Diluted earnings per common share
for  the  three  months ended March 31, 1999 were $0.39, an increase of $0.05 or
14.7%  per  diluted  share  from  the  three  months  ended  March  31,  1998.

LIQUIDITY  AND  CAPITAL  RESOURCES

The  Company  used net cash from operating activities of $4.5 million during the
first  three months of 1999.  Use of net cash from operating activities resulted
from  the  sum  of  $3.8 million of net income, $1.0 million of depreciation and
amortization  and  $0.1  million  from  post-retirement  benefit  transition
obligation,  net  of deferred taxes, reduced by $9.4 million of net cash used by
changes  in  operating assets and liabilities, primarily an increase in accounts
receivable  and  inventory.

For  the first three months of 1999 the Company's purchases of new equipment and
permanent  tooling  was  $0.9 million.  Management plans to invest approximately
$10.5  million  in plant and equipment in 1999.  On October 13, 1998 the Company
purchased  a  330,000  sq. ft. facility in Orrville, Ohio to serve as additional
space  for  production.  This  acquisition is part of a board-approved five year
plan  to  invest  $30  to  $50  million to raise capacity and improve production
efficiencies.

For the first three months of 1999 net cash provided by financing activities was
$3.7 million, needed to fund the increases in accounts receivable and inventory.
Borrowing  under  the  Company's line of credit was $3.8 million reduced by $0.1
million  of  capital  lease  payments.

A  substantial  amount  of  the  Company's  working capital consists of accounts
receivable  and  inventories.  The  Company  periodically  reviews  accounts
receivable  for  noncollectibility  and  inventories  for  obsolescence  and
establishes  allowances  it  believes  are  appropriate.

                                     8
<PAGE>
RESULTS  OF  OPERATIONS  (CONTINUED)

In January 1999 the Company's Loan and Security Agreement with Heller Financial,
Inc.  was  paid  in full and terminated.  A new revolving line of credit for $17
million was established with KeyBank National Association (the "Lender") with an
unsecured  demand  promissory  note.  At March 31, 1999, borrowing under the new
revolving  credit facility totaled $10.8 million, and $4.2 million was available
under the facility.  On April 21, 1999 the revolving line of credit with KeyBank
was  increased  to  $22  million,.  The note bears interest at either LIBOR plus
 .80%  or  prime  minus  1.40%.  The  note  renews annually and terminates at the
earlier of the Lender's demand or the Company's decision to terminate by written
or  oral  communication  to  the  Lender.

The  Company  believes  that  cash  flows from operations, excess cash and funds
available  under  its revolving credit facility are adequate to fund its working
capital  and  capital  expenditure  requirements  for  the  foreseeable  future.

IMPACT  OF  THE  "YEAR  2000  ISSUE"

The year 2000 issue is the result of computer programs having been written using
two digits rather than four to define the applicable year.  Any of the Company's
computers,  computer  programs,  manufacturing  and  administration equipment or
products  that  have  date-sensitive software may recognize a date using "00" as
the  year  1900  rather  than the year 2000.  If any of the Company's systems or
equipment that have date-sensitive software use only two digits, system failures
or miscalculations may result causing disruptions of operations, including among
other  things, a temporary inability to process transactions or send and receive
electronic  data  with  third  parties  or  engage  in  similar  normal business
activities.  Significant  uncertainty  exists concerning the scope and magnitude
of  problems  associated  with  the  year  2000  change.

The  Company  recognizes the need to ensure its operations will not be adversely
impacted  by  year  2000 software failures and has established a project team to
address year 2000 risks.  The project team has coordinated the identification of
and  will  coordinate  the  implementation  of  changes to computer hardware and
software  applications that will attempt to ensure availability and integrity of
the Company's information systems and the reliability of its operational systems
and  manufacturing  processes.

The  Company  believes  that  it  has  identified substantially all of the major
computers,  software  applications and related equipment used in connection with
its  internal operations that must be modified, upgraded or replaced to minimize
the  possibility  of  a  material  disruption  to its business.  The Company has
commenced  the  process of modifying, upgrading and replacing major systems that
have  been identified as adversely affected and expects to complete this process
by the end of September 1999.  In addition to computers, photocopiers, telephone
switches,  security systems and other common devices may be affected by the year
2000  problem.

                                     9
<PAGE>
RESULTS  OF  OPERATIONS  (CONTINUED)

The  Company  also faces risk to the extent that suppliers of products, services
and  systems purchased by the Company and others with whom the Company transacts
business  on  a  worldwide basis do not comply with year 2000 requirements.  The
Company  has  initiated  formal  communications  with  significant suppliers and
customers  to  determine  the  extent  to which the Company is vulnerable to the
failure  of  such third parties to remediate their own year 2000 issues.  In the
event  any such third parties cannot provide the Company with products, services
or  systems  that  meet  the  year  2000  requirements  on  a  timely  basis  or
in the event year 2000 issues prevent such third parties from timely delivery of
products  or  services  required  by  the  Company,  the  Company's  results  of
operations  could  be  materially  adversely  affected.  To the extent year 2000
issues  cause  significant  delays  in  supplier  shipments,  the  sourcing  of
alternative  suppliers  or  increasing inventory levels, the Company's business,
results  of  operations  and  financial  position  could be materially adversely
affected.

The  Company's research and supplier response indicate that all of the Company's
products  manufactured  to  date and all future designs are year 2000 compliant.

External  and internal costs specifically associated with modifying internal use
software for year 2000 compliance are expensed as incurred.  To date the Company
has  spent  an  estimated  $0.3 million on this project.  Cost to be incurred in
1999  to  fix  year  2000  problems are estimated at approximately $0.5 million.
Such  costs do not include normal system upgrades and replacements.  The Company
does  not  expect the costs relating to year 2000 remediation to have a material
adverse  effect on its results of operations, cash flows or financial condition.

As  part  of  Gradall's contingency planning, the Company is developing business
continuity plans for those areas that are critical to Gradall's business.  These
business  continuity  plans  will be designed to mitigate serious disruptions to
the business flow beyond the end of 1999.  Significant progress has been made in
developing  contingency  plans  with  the expectation that the Company will have
plans  in  place  by  the  end  of  the  second  quarter  of  1999.

The  failure  to  correct  a  material  year  2000  problem  could  result in an
interruption  in  or  a  failure  of  certain  normal  business  activities  or
operations.  Such  failures  could materially and adversely affect the Company's
results  of  operations,  liquidity and financial condition.  Due to the general
uncertainty  inherent  in  the  year  2000  readiness  of critical suppliers and
customers,  the  Company  is  unable  to  determine  at  this  time  whether the
consequences  of year 2000 failures will have a material impact on the Company's
results  of operations, liquidity or financial condition.  The year 2000 project
is expected to significantly reduce the Company's level of uncertainty about the
year 2000 problem and in particular about the year 2000 compliance and readiness
of  its  critical  suppliers and customers.  The Company believes that, with the
implementation  of new business systems and completion of the project scheduled,
the  possibility  of  significant  interruptions  of normal operations should be
reduced.

                                    10
<PAGE>
 RESULTS  OF  OPERATIONS  (CONTINUED)

The  estimates and conclusions herein contain forward-looking statements and are
based  on management's best estimates of future events.  Risks to completing the
plan  include the ability to retain human resources, our ability to discover and
correct  the  potential  year 2000 sensitive problems which could have a serious
impact  on operations, and the ability of suppliers and customers to bring their
systems  into  year  2000  compliance.

NEW  ACCOUNTING  STANDARDS

In  March  1998 the Accounting Standards Executive Committee issued Statement of
Position  ("SOP") 98-1, "Accounting for the Costs of Computer Software Developed
or  Obtained for Internal Use," which is effective for financial years beginning
after  December  15,  1998.  The  Company  adopted  the  provisions  of this SOP
beginning  January  1,  1999,  which  had no significant effect on the Company's
consolidated  financial  statements.

CAUTIONARY  STATEMENT

Statements  included  in  this  Form 10-Q which are not historical in nature are
forward-looking  statements  made  pursuant to the safe harbor provisions of the
Private  Securities  Litigation  Reform Act of 1995.  Forward-looking statements
regarding  the Company's future performance and financial results are subject to
certain  risks  and  uncertainties  that  could  cause  actual results to differ
materially  from  those  set  forth  in  the  forward-looking  statements.  The
Company's  Quarterly  Report on Form 10-Q contains certain detailed factors that
could  cause  the  Company's  actual  results  to  materially  differ  from
forward-looking  statements  made  by  the  Company.


ITEM  3.          QUANTITATIVE  AND  QUALITATIVE  DISCLOSURES  ABOUT MARKET RISK
          The  Company  does  not  have any market risk sensitive instruments at
          March  31,  1999.


                                    11

<PAGE>
                          PART II  -  OTHER INFORMATION


ITEM  6.     EXHIBITS  AND  REPORTS  ON  FORM  8-K

a)     Exhibits:  None
b)     Reports  on  Form  8-K  filed  for the three months ended March 31, 1999:
None



                                   SIGNATURES

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.


     Gradall  Industries,  Inc.


Date:   April  30,  1999     By:     /s/  Barry  L.  Phillips
                                     ------------------------
          Barry  L.  Phillips
          President  and  Chief  Executive  Officer


Date:   April  30,  1999     By:     /s/  Bruce  A.  Jonker
                                     ----------------------
          Bruce  A.  Jonker
          Chief  Financial  Officer

                                    12


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