OSHKOSH TRUCK CORP, 10-K, 1994-12-29

OSHKOSH TRUCK CORP
10-K, 1994-12-29
MOTOR VEHICLES & PASSENGER CAR BODIES

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SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
Form 10-K

(Mark One)
(X) Annual Report pursuant to Section 13 or 15(d) of the Securities
Exchange Act of 1934 (Fee Required) For the fiscal year ended
September 30, 1994, or

( ) Transition Report Pursuant to Section 13 or 15(d) of the Securities
Exchange Act of 1934 (No Fee Required) For the transition period from
_____________________ to ____________________________

Commission file number: 0-13886

Oshkosh Truck Corporation
(Exact name of registrant as specified in its charter)

Wisconsin 39-0520270
(State of other jurisdiction of (I.R.S. Employer Identification)
incorporation or organization)

P. O. Box 2566, Oshkosh, WI 54903-2566
(Address of principal executive offices) (zip code)

Registrant's telephone number, including area code:(414) 235-9151
Securities registered pursuant to Section 12(b) of the Act: None
Securities registered pursuant to Section 12(g) of the Act:

Class B Common Stock
(Title of Class)

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

Indicate by check mark if disclosure of delinquent filers pursuant to
Item 405 of Regulation S-K is not contained herein, and will not be
contained, to the best of registrant's knowledge, in definitive proxy or
information statements incorporated by reference in Part III of this Form
10-K or any amendment to this Form 10-K. X

Aggregate market value of the voting stock held by non-affiliates of
the registrant as of November 15, 1994:

Class A Common Stock, $.01 par value - No Established Market Value
Class B Common Stock, $.01 par value - $93,939,619

Number of shares outstanding of each of the registrant's classes of
common stock as of November 15, 1994:

Class A Common Stock, $.01 par value - 449,370 shares
Class B Common Stock, $.01 par value - 8,258,428 shares

DOCUMENTS INCORPORATED BY REFERENCE

Parts II and IV incorporate, by reference, portions of the Annual
Report to Shareholders for year ended September 30, 1994.

Part III incorporates, by reference, portions of the Proxy Statement
dated December 19, 1994.

------------------------------------------------------------------------
<PAGE>
OSHKOSH TRUCK CORPORATION

Index to Annual Report on Form 10-K

Year Ended September 30, 1994

Page
PART I.

ITEM 1. BUSINESS. . . . . . . . . . . . . . . . . . . . 3

ITEM 2. PROPERTIES. . . . . . . . . . . . . . . . . . . . 6

ITEM 3. LEGAL PROCEEDINGS . . . . . . . . . . . . . . . . 6

ITEM 4. SUBMISSION OF MATTERS TO A VOTE OF
SECURITY HOLDERS . . . . . . . . . . . . . . . . 7

EXECUTIVE OFFICERS OF THE REGISTRANT . . . . . . 7

PART II.

ITEM 5. MARKET FOR THE REGISTRANT'S COMMON STOCK
AND RELATED STOCKHOLDER MATTERS. . . . . . . . . 8

ITEM 6. SELECTED FINANCIAL DATA . . . . . . . . . . . . . 8

ITEM 7. MANAGEMENT'S DISCUSSION AND ANALYSIS OF
FINANCIAL CONDITION AND RESULTS OF
OPERATIONS . . . . . . . . . . . . . . . . . . 8

ITEM 8. FINANCIAL STATEMENTS AND SUPPLEMENTARY DATA . 8

ITEM 9. CHANGES IN AND DISAGREEMENTS WITH
ACCOUNTANTS ON ACCOUNTING AND
FINANCIAL DISCLOSURE. . . . . . . . . . . . . 8

PART III.

ITEM 10. DIRECTORS AND EXECUTIVE OFFICERS
OF THE REGISTRANT. . . . . . . . . . . . . . 9

ITEM 11. EXECUTIVE COMPENSATION. . . . . . . . . . . . 9

ITEM 12. SECURITY OWNERSHIP OF CERTAIN BENEFICIAL
OWNERS AND MANAGEMENT. . . . . . . . . . . . 9

ITEM 13. CERTAIN RELATIONSHIPS AND RELATED
TRANSACTIONS . . . . . . . . . . . . . . . . 9

PART IV.

ITEM 14. EXHIBITS, FINANCIAL STATEMENT SCHEDULES
AND REPORTS ON FORM 8-K. . . . . . . . . . . 10

INDEX TO EXHIBITS . . . . . . . . . . . . . . 11

<PAGE> PART I

Item 1.BUSINESS

General

The company engineers, manufactures and markets a broad range of
specialized trucks, chassis, trailers, and proprietary parts under the
"Oshkosh" trademark. As a specialized vehicle producer, the company holds
a unique position in the industry, having acquired the engineering and
manufacturing expertise and flexibility to profitably build specialty
vehicles in competition with companies much larger than itself. Mass
producers design a vehicle to serve many markets. In contrast, the
company's vehicles, manufactured in low to medium production volumes, are
engineered for market niches where a unique, innovative design will meet a
purchaser's requirements for use in specific, usually adverse operating
conditions. Many of the company's products are found operating in snow,
deserts and soft or rough terrain where there is a need for high
performance or high mobility. Because of the quality of its specialized
vehicles, the company believes its products perform at lower life cycle
costs than those that are mass-produced.

Markets served by the company domestically and internationally are
categorized as defense and commercial. Since 1980, specialized vehicles
sales to the defense market have significantly increased and in fiscal
1994 represented 62% of the company's sales volume, after reaching a peak
of 83% in fiscal 1987.

The company primarily depends upon components made by suppliers for
its products, but manufactures certain important proprietary components.
The company has successfully managed its supply network, which consists of
approximately 2,000 active vendors. Through its reliance on this supply
network for the purchase of certain components, the company is able to
avoid many of the preproduction and fixed costs associated with the
manufacture of those components. However, while the company purchases
many of the high dollar components for assembly, such as engines,
transmissions and axles, it does have significant machining and
fabricating capability. This capability is used for the manufacture of
certain axles, transfer cases, cabs and many smaller parts which add
uniqueness and value to the company's products. Some of these proprietary
components are marketed to other manufacturers.

Products and Markets

The company currently manufactures 8 different series of commercial
trucks and 5 series of motorized chassis, and during fiscal 1994, had two
active contracts with the U.S. Government. Within each series there is a
varying number of models. Models are usually distinguished by differences
in engine, transmission, and axle combinations. Vehicles produced range
in price from $14,000 to $1 million; in horsepower from 105 to 1,025; and
in gross vehicle weight from 10,000 to 150,000 pounds. The company has
designed vehicles to operate in the environmental extremes of arctic cold
or desert heat. With the exception of motorized chassis, most vehicles
are designed with the capability to operate in both highway and off-road
conditions. Oshkosh manufactures a broad range of trailers including
vans, flatbed, container chassis, fruit haulers, and a variety of military
trailers. The company aggressively supports its products with an
aftermarket parts and service organization.

Defense

The company manufactures a range of military vehicles for the U.S.
Department of Defense and export markets and is the free world's largest
producer of heavy-duty military wheeled vehicles. The company has
performed major defense work for the past 50 years. Contracts with the
Department of Defense generally are multi-year contracts. Each contract
provides that the government will purchase a base quantity of vehicles
with options for additional purchases. All obligations of the government
under the contracts are subject to receipt of government funding, and it
is customary to expect purchases when Congress has funded the purchase
through budget appropriations and after the government has committed the
funds to the contractor. The following are defense contracts that were
active in fiscal 1994:

Heavy Equipment Transporter (HET). In January 1990 the company was
awarded a $214 million contract for the production of 1,044 M1070 HETs.
This contract also contained an option for an additional 522 units. The
eight wheel drive M1070 HET is primarily designed to haul the Army's main
battle tank, but also transports other tanks, fighting and recovery
vehicles, self-propelled howitzers, and construction equipment. First
article test approval was received by the company in February 1994.
Production deliveries began in August 1992 and are substantially complete
as of September 1994. The contract is funded at $281.8 million for the
base quantity of 1,044 units and exercised options of 310 units. As of
September 30, 1994, the company has delivered 1331 units under the
contract and will deliver 23 units during 1995. In addition to the U.S.
Army contract, the company produced 50 M1070 HET vehicles for the
government of Saudi Arabia in 1993.

Palletized Load System (PLS). In July 1990 the company was selected
as the producer of the Army's new generation heavy-duty transport truck.
This ten wheel drive truck self-loads and unloads flatracks carrying
palletized cargo. The five year contract for 2,626 units and associated
trailers and flatracks was awarded in September 1990. This contract
contains a 100% option clause. The company received first article test
approval on January 3, 1994. Production began in early 1992 and will
conclude approximately August 1996. The company has produced 1,703 units
as of September 30, 1994. If options are exercised, it will extend the
production period or increase the rate of production. The contract is
currently funded at $897 million for 2,683 trucks under all five program
years, and there is $247 million available under unexercised options.
Backlog at September 30, 1994 was $386 million, which will be produced
ratably through August 1996.

Commercial

The company manufactures a range of vehicles for commercial markets.
The S-series is a forward placement concrete carrier that offers
advantages over conventional rear discharge trucks in that the concrete is
placed from the front of the truck, in full view of the driver while in
the cab, providing superior productivity and customer service.

The company serves municipal markets with products that include
Aircraft Rescue & Fire Fighting (ARFF), snow removal vehicles and waste
transport vehicles. The company believes itself to be the world's largest
producer of ARFF vehicles and produces four models of varying water
capacities. The multi-purpose airport snow removal vehicle is a snow
blower with interchangeable blade plows and brooms. The P-series is a
line of heavy duty, high speed snow plow vehicles. The company has three
model series of refuse vehicles, the A, NC, and NL. These vehicles are
sold to private contractors as well as municipalities.

The company manufactures its L, M, X, V, and S lines of motorized
chassis for sale to manufacturers of motorhomes, buses and delivery step
vans. The company offers the broadest model line in the industry and has
developed a strong niche in the diesel segment of the market.

Other product lines include F-series construction, utility, and heavy
haul transport vehicles, and J-series desert oil field service and heavy
haul transport vehicles.

The company is engaged in the production of trailers that are
marketed under the Oshkosh trademark to commercial and military markets.

The company is marketing its proprietary components to original
equipment manufacturers. Front-driving axles, transfer cases, all wheel
steer, independent suspension, central tire inflation systems (CTIS), and
axle wheel ends are currently being supplied to other original equipment
manufacturers.

Backlog

The company has a funded backlog as of September 30, 1994, of $512
million. The backlog as of September 25, 1993, was $459 million. The
majority of the current backlog relates to funded base and option
quantities under the company's existing defense contracts. Approximately
13% of the current backlog relates to firm orders for commercial trucks,
motorized chassis products, trailers, or non-military parts sales. In
addition, option quantities under the existing defense contracts could
amount to another $255 million, if exercised.

Government Contracts

A significant portion of the company's sales are made to the United
States government under long-term contracts and programs in which there
are significant risks, including the uncertainty of economic conditions
and defense policy. The company's defense business is substantially
dependent upon periodic awards of new contracts and the purchase of base
vehicle quantities and the exercise of options under existing contracts.
The company's existing contracts with the U.S. Government may be
terminated at any time for the convenience of the government. Upon such
termination, the company would be entitled to reimbursement of its
incurred costs and, in general, to payment of a reasonable profit for work
actually performed.

There can be no assurance that the U.S. government will continue to
purchase the company's products at comparable levels. The termination of
any of the company's significant contracts, failure of the government to
purchase quantities under existing contracts or failure of the company to
receive awards of new contracts could have a material adverse effect on
the business operations of the company.

Under firm fixed-price contracts with the government, the price paid
the company is not subject to adjustment to reflect the company's actual
costs, except costs incurred as a result of contract changes ordered by
the government or for economic price adjustment clauses contained in
certain contracts. The company generally attempts to negotiate with the
government the amount of increased compensation to which the company is
entitled for government-ordered changes which result in higher costs. In
the event that the company is unable to negotiate a satisfactory agreement
to provide such increased compensation, the company may file an appeal
with the Armed Services Board of Contract Appeals or the U.S. Claims
Court. The company has no such appeals pending.

Marketing and Distribution

All domestic defense products are sold direct and the company
maintains a liaison office in Washington, D.C. The company also sells
defense products to foreign governments direct, through representatives,
or under the United States Foreign Military Sales program. The company's
commercial vehicle, chassis and trailer products and aftermarket parts are
sold either direct to customers or through dealers or distributors,
depending upon geographic area and product line. Supplemental information
relative to export shipments is incorporated by reference to Note 8 of the
financial statements included in the company's Annual Report to
Shareholders for the fiscal year ended September 30, 1994.

Competition

In all the company's markets, the competitors include smaller,
specialized manufacturers as well as the larger, mass producers. The
company believes it has greater technical strength and production
capability than other specialized manufacturers. The company also
believes it has greater flexibility than larger competitors and has the
engineering and manufacturing expertise in the low to middle production
volumes that allows it to compete effectively in its markets against mass
producers.

The principal method of competition for the company in the defense
and municipal markets, where there is intense competition, is generally on
the basis of lowest qualified bid. In the non-governmental markets, the
company competes mainly on the basis of price, innovation, quality and
product performance capabilities.

Engineering, Test and Development

For fiscal years 1994, 1993, and 1992 the company incurred
engineering, research and development expenditures of $8.2 million, $11.0
million, and $10.9 million, respectively, portions of which were
recoverable from customers, principally the government. The company does
not believe that patents are a significant factor in its business success.

Employees

As of September 30, 1994, the company had approximately 1,900
employees. Production workers at the company's principal facilities in
Oshkosh, Wisconsin are represented by the United Auto Workers union. The
company's five-year contract with the United Auto Workers expires
September 30, 1996.

Item 2. PROPERTIES.

The company's principal offices and manufacturing facilities are
located in Oshkosh, Wisconsin. Space occupied encompasses 697,761 square
feet, 80,658 of which is leased. One half of the space owned by the
company has been constructed since 1970. The company owns approximately
50 acres of vacant land adjacent to its existing facilities. The company
owns a 153,600 sq. ft. chassis manufacturing plant in Gaffney, SC, and the
trailer office and manufacturing facility with 287,000 sq. ft. located in
Bradenton, FL.

The company's equipment and buildings are modern, well maintained and
adequate for its present and anticipated needs.

In addition, the company has leased parts and service facilities in
Hartford, CT, Greensboro, NC, Chicago, IL and Salt Lake City, UT, and owns
similar facilities in Lakeland, FL and Oshkosh, WI.

Item 3. LEGAL PROCEEDINGS.

Various actions or claims have been brought or asserted or may be
contemplated by government authorities against the company. Among these
is a potential action by government authorities against the company in
connection with a grand jury investigation which commenced on April 28,
1989. No charges have been filed against the company or its employees.
The company and its employees have cooperated fully with the government
investigation.

Based on internal reviews and after consultation with counsel, the
company does not have sufficient information to reasonably estimate what
potential future costs, if any, the company may incur as a result of the
government claims or actions. As a result, no provision related to these
issues has been recorded in the accompanying financial statements. Costs
incurred in responding to these actions and claims have been expensed as
incurred.

Item 4. SUBMISSION OF MATTERS TO A VOTE OF SECURITY HOLDERS.

No matters were submitted to a vote of security holders during the
fourth quarter of the fiscal year ended September 30, 1994.

EXECUTIVE OFFICERS OF THE REGISTRANT

The executive officers of the company are as follows:

Name Age* Title

R. Eugene Goodson 59 Chairman & CEO, Member of Executive
Committee and Director
Robert G. Bohn 41 President & COO
Paul C. Hollowell 53 Executive Vice President & President-
Oshkosh International
Fred S. Schulte 51 Vice President, Chief Financial Officer
and Treasurer
Matthew J. Zolnowski 41 Vice President-Administration

*As of November 15, 1994

All of the company's officers serve terms of one year and until their
successors are elected and qualified.

R. EUGENE GOODSON - Mr. Goodson joined the company in April 1990 in
his present position. Prior thereto, he served as Group Vice President
and General Manager of the Automotive Systems Group of Johnson Controls,
Inc., which position he held since 1985. Mr. Goodson is also a director
of Donnelly Corporation and Knowles Electronics, Incorporated.

ROBERT G. BOHN - Mr. Bohn joined the company as Vice President-
Manufacturing in May 1992 and assumed his present position in February
1994. Mr. Bohn came from Johnson Controls, Inc., where he was Managing
Director at their European Operations in the Automotive Systems Division
since 1988.

PAUL C. HOLLOWELL - Mr. Hollowell joined the company in April 1989 as
Vice President-Defense Products and assumed his present position in
February 1994. Mr. Hollowell came from General Motors Corporation where
he served for three years as manager of their Washington, DC office for
military tactical vehicle programs. He previously served 22 years in the
U.S. Army from which he retired with the rank of Lieutenant Colonel.

FRED S. SCHULTE - Mr. Schulte joined the company in March 1991 in his
present position. Prior thereto, he served as Chief Financial Officer of
Tracor, Inc. from 1987 to 1991.

MATTHEW J. ZOLNOWSKI - Mr. Zolnowski joined the company as Vice
President-Human Resources in January 1992 and assumed his present position
in February 1994. Before joining the company Mr. Zolnowski was Director,
Human Resources and Administration at Rexene Products Company from
September 1990 through January 1992 and Director, Headquarters Employee
Relations at PepsiCo, Inc. from June 1982 through August 1990.

<PAGE> PART II

Item 5. Market for Registrant's Common Stock and Related Stockholder
Matters.

The information under the captions "Shareholder Information", Note 9
to the Consolidated Financial Statements, and "Financial Statistics"
contained in the company's Annual Report to Shareholders for the fiscal
year ended September 30, 1994, is hereby incorporated by reference in
answer to this item.

Item 6. Selected Financial Data.

The information under the caption "Financial Highlights" contained in
the company's Annual Report to Shareholders for the fiscal year ended
September 30, 1994, is hereby incorporated by reference in answer to this
item.

Item 7. Management's Discussion and Analysis of Financial Condition and
Results of Operations.

The information under the caption "Management's Discussion and
Analysis of Results of Operations and Financial Condition" contained in
the company's Annual Report to Shareholders for the fiscal year ended
September 30, 1994, is hereby incorporated by reference in answer to this
item.

Item 8. Financial Statements and Supplementary Data.

The financial statements set forth in the company's Annual Report to
Shareholders for the fiscal year ended September 30, 1994, is hereby
incorporated by reference in answer to this item. Data regarding
quarterly results of operations included under the caption "Financial
Statistics" in the company's Annual Report to Shareholders for the fiscal
year ended September 30, 1994, is hereby incorporated by reference.

Item 9. Changes In and Disagreements With Accountants on Accounting and
Financial Disclosures.

None.

<PAGE> PART III

Item 10. Directors and Executive Officers of the Registrant.

The information under the captions "Election of Directors" and "Other
Matters" of the company's definitive proxy statement for the annual
meeting of shareholders on January 23, 1995, as filed with the Securities
and Exchange Commission, is hereby incorporated by reference in answer to
this Item. Reference is also made to the information under the heading
"Executive Officers of the Registrant" included under Part I of this
report.

Item 11. Executive Compensation.

The information under the captions "Executive Compensation" contained
in the company's definitive proxy statement for the annual meeting of
shareholders on January 23, 1995, as filed with the Securities and
Exchange Commission is hereby incorporated by reference in answer to this
Item.

Item 12. Security Ownership of Certain Beneficial Owners and Management.

The information under the caption "Shareholdings of Nominees and
Principal Shareholders" contained in the company's definitive proxy
statement for the annual meeting of shareholders on January 23, 1995, as
filed with the Securities and Exchange Commission, is hereby incorporated
by reference in answer to this Item.

Item 13. Certain Relationships and Related Transactions.

The information contained under the captions "Election of Directors"
and "Certain Transactions" contained in the company's definitive proxy
statement for the annual meeting of shareholders on January 23, 1995, as
filed with the Securities and Exchange Commission, is hereby incorporated
by reference in answer to this Item.

<PAGE> PART IV

Item 14. Exhibits, Financial Statement Schedules and Reports on Form 8-K.

(a) 1. Financial Statements: The following consolidated financial
statements of the company and the auditors' report appearing at the
indicated pages of the Annual Report to Shareholders for fiscal year ended
September 30, 1994, are incorporated by reference in Item 8:

Consolidated Balance Sheet at September 30, 1994 and September 25,
1993
Consolidated Statement of Operations and Retained Earnings for the
years ended September 30, 1994, September 25, 1993 and September
30, 1992
Consolidated Statement of Cash Flows for the years ended September
30, 1994, September 25, 1993, and September 30, 1992
Notes to Consolidated Financial Statements
Report of Ernst & Young, LLP Independent Auditors

2. Financial Statement Schedules:

Consent of Independent Auditors For the years ended September 30,
1994, September 25, 1993, and September 30, 1992
Schedule II - Amounts Receivable From Related Parties
Schedule V - Property, Plant & Equipment
Schedule VI - Accumulated Depreciation & Amortization of Property,
Plant & Equipment
Schedule VIII - Valuation & Qualifying Accounts
Schedule IX - Short-term Borrowing

All other schedules are omitted because they are not applicable, or
the required information is shown in the financial statements or notes
thereto.

<PAGE>
3. Exhibits:

3.1 Restated Articles of Incorporation *
3.2 Bylaws of the company, as amended *****
4.1 Credit Agreement #
4.2 Credit Agreement amendments through October 15, 1993 ###
4.3 Credit Agreement Amendments from October 16, 1993 through
September 30, 1994
10.2 Lease with Cadence Company (formerly Mosling Realty Company)
and related documents *
10.3 1990 Incentive Stock Plan for Key Employees, as amended
(through April 25, 1994)@
10.4 Form of Key Employee Employment and Severance Agreement with
Messrs. R. E. Goodson, Chairman & CEO and F. S. Schulte, Vice
President and Chief Financial Officer **@
10.5 Lease with Lake Aire Development, Inc. ###
10.6 Employment Agreement with R. E. Goodson, Chairman & CEO as of
April 16, 1990 ****@
10.7 Restricted stock grant to R. E. Goodson, Chairman & CEO ****@
10.8 Incentive Stock Option Agreement to R. E. Goodson, Chairman &
CEO****@
10.9 Employment Agreement with R. E. Goodson, Chairman & CEO as of
April 16, 1992 ##@
10.11 Lease extension with Lake Aire Development, Inc. dated April
21, 1994
10.12 1994 Long-Term Incentive Compensation Plan dated March 29,
1994@
10.13 Form of Key Employees Employment and Severance Agreement with
Messrs. R.G. Bohn, P.C. Hollowell, and M.J. Zolnowski@
11. Computation of per share earnings (contained in Note 1 of
"Notes to Consolidated Financial Statements" of the company's
Annual Report to Shareholders for the fiscal year ended
September 30, 1994)
13. 1994 Annual Report to Shareholders, to the extent incorporated
herein by reference
23. Consent of Ernst & Young LLP (contained in Consent of
Independent Auditors, which accompanies financial statement
schedules)
27. Financial Data Schedule

*Previously filed and incorporated by reference to the company's Form S-1
registration statement filed August 22, 1985, and amended September 27,
1985, and October 2, 1985 (Reg. No. 2-99817).
**Previously filed and incorporated by reference to the company's Form 10-
K for the year ended September 30, 1987.
***Previously filed and incorporated by reference to the company's Form
10-K for the year ended September 30, 1989.
****Previously filed and incorporated by reference to the company's Form
10-K for the year ended September 30, 1990.
*****Previously filed and incorporated by reference to the company's Form
10-K for the year ended September 30, 1991.
# Previously filed and incorporated by reference to the company's form 10-
Q for the quarter ended March 31, 1992.
## Previously filed and incorporated by reference to the company's Form
10-K for the year ended September 30, 1992.
### Previously filed and incorporated by reference to the company's Form
10-K for the year ended September 25, 1993.
@ Denotes a management contract or compensatory plan or arrangement.

(b) No report on Form 8-K was required to be filed by the
registrant during the last quarter of the period covered
by this report.
<PAGE>
SIGNATURES

Pursuant to the requirements of Section 13 or 15(d) of the Securities
Exchange Act of 1934, the registrant has duly caused this report to be
signed on its behalf by the undersigned, thereunto duly authorized.

OSHKOSH TRUCK CORPORATION

December 19, 1994 By /S/ R. Eugene Goodson
R. Eugene Goodson
Chairman & CEO

Pursuant to the requirements of the Securities Exchange Act of 1934,
this report has been signed below by the following persons on behalf of
the registrant and in the capacities on the dates indicated.

December 19, 1994 /S/ R. E. Goodson
R. E. Goodson
Chairman & CEO, Member of
Executive Committee and Director

December 19, 1994 /S/ F. S. Schulte
F. S. Schulte
Vice President, Chief Financial
Officer and Treasurer

December 19, 1994 /S/ P. F. Mueller
P. F. Mueller
Corporate Controller
(Principal Accounting Officer)

December 19, 1994 /S/ J. W. Andersen
J. W. Andersen
Director

December 19, 1994 /S/ D. T. Carroll
D. T. Carroll
Director

December 19, 1994 /S/ T. M. Dempsey
T. M. Dempsey
Director

December 19, 1994 /S/ M. W. Grebe
M. W. Grebe
Director

December 19, 1994 /S/ S. P. Mosling
S. P. Mosling
Director and
Member of Executive Committee

December 19, 1994 /S/ J. P. Mosling, Jr.
J. P. Mosling, Jr.
Director and
Member of Executive Committee

<PAGE>

CONSENT OF ERNST & YOUNG LLP, INDEPENDENT AUDITORS

We consent to the incorporation by reference in this Annual Report on Form
10-K of Oshkosh Truck Corporation of our report dated November 14, 1994,
included in the 1994 Annual Report to Shareholders of Oshkosh Truck
Corporation.

Our audits also included the financial statement schedules of Oshkosh
Truck Corporation listed in Item 14(a). These schedules are the
responsibility of the Company's management. Our responsibility is to
express an opinion based on our audits. In our opinion, the financial
statement schedules referred to above, when considered in relation to the
basic financial statements taken as a whole, present fairly, in all
material respects, the information set forth therein.

We also consent to the incorporation by reference in the Registration
Statement (Form S-8 No. 33-38822) pertaining to the Oshkosh Truck
Corporation's 1990 Incentive Stock Plan and in the related prospectus of
our report dated November 14, 1994, with respect to the consolidated
financial statements and schedules of Oshkosh Truck Corporation included
or incorporated by reference in the Annual Report (Form 10-K) for the year
ended September 30, 1994.

Ernst & Young LLP

Milwaukee, Wisconsin
December 19, 1994

<PAGE>
SCHEDULE II

OSHKOSH TRUCK CORPORATION

AMOUNTS RECEIVABLE FROM RELATED PARTIES

Years Ended September 30, 1994, September 25, 1993
and September 30, 1992
(In Thousands)

Balance at Balance at
Beginning of End of
Name of Debtor Period Additions Reductions Period

47.25% Equity
Owned Foreign
Subsidiary:
Chassises Y
Autopartes Oshmex

Year Ended
September 30,
1992 $-- $-- $-- $--
==== ==== ==== ====

Year Ended
September 25,
1993 $-- $-- $-- $--
==== ==== ==== ====

Year Ended
September 30,
1994 $-- $8,297(1) ($320) $7,977(2)
==== ====== ==== ======

(1) In fiscal 1994 $3,507 which arose in the ordinary course of business
was converted into a note as described in (2) below.

(2) Includes trade receivables of $177 and a note receivable of $7,800.
Terms of the note receivable are as follow:

Date of Note: July 7, 1994
Due Date: July 7, 1995
Interest Rate: 1% above Firstar Bank of Wisconsin reference rate
Terms of Repayment: Lump sum on due date of note
Guaranteed 10% by Microbuses Y Refacciones, S.A., de C.V. and 45% by
Mexicana de Autobuses Soliedad Anonima de Capital Variable.

<PAGE>
<TABLE> SCHEDULE V

OSHKOSH TRUCK CORPORATION
PROPERTY, PLANT AND EQUIPMENT

Years Ended September 30, 1994, September 25, 1993, and September 30, 1992

(In Thousands)

<CAPTION>
Balance at Other
Beginning Additions Retirements Changes Balance at
Classification of Year at Cost or Sales Add/(Deduct) End of Year
------------------------------------------------------------------------------------------------

<S> <C> <C> <C> <C> <C>
Year ended September 30, 1992:
Land and improvements... $ 6,587 $ 219 $ -- $ -- $ 6,806
Buildings... 30,344 1,951 -- -- 32,295
Machinery and equipment... 55,524 7,837 57 -- 63,304
------- ------- ----- ---- --------
Total... $92,455 $10,007 $ 57 $ -- $102,405
======= ======= ===== ==== ========

Year ended September 25, 1993:
Land and improvements... $ 6,806 $ 988 $ 6 $ -- $ 7,788
Buildings... 32,295 873 64 198 * 33,302
Machinery and equipment... 63,304 6,540 1,066 (198)* 68,580
------- ------- ------ ----- --------
Total... $102,405 $ 8,401 $1,136 $ 0 $109,670
======== ======= ====== ===== ========

Year ended September 30, 1994:
Land and improvements... $ 7,788 $ 156 $ -- $ -- $ 7,944
Buildings... 33,302 1,074 12 -- 34,364
Machinery and equipment... 68,580 4,479 1,655 (15) 71,389
-------- ------- ------- ----- --------
Total... $109,670 $ 5,709 $ 1,667 $(15) $113,697
======== ======= ======= =====

Depreciation is provided using accelerated methods for machinery and
equipment and principally straightline methods for land improvements and
buildings. Estimated useful lives used in computing depreciation are as
follows:

Land improvements..................10-15 years
Buildings..........................10-40 years
Machinery and equipment............ 2-20 years

* Reclassification of Buildings and Machinery and Equipment

</TABLE>
<PAGE>
<TABLE> SCHEDULE VI

OSHKOSH TRUCK CORPORATION
ACCUMULATED DEPRECIATION OF PROPERTY, PLANT AND EQUIPMENT

Years Ended September 30, 1994, September 25, 1993, and September 30, 1992

(In Thousands)

Additions
Balance at Charged to Other
Beginning Costs and Changes Balance at
Classification of Year Expenses Retirements Add/(Deduct) End of Year

<S> <C> <C> <C> <C> <C>
Year ended September 30, 1992:
Land and improvements... $ 1,398 $ 141 $ -- $ -- $ 1,539
Buildings... 8,517 1,182 -- -- 9,699
Machinery and equipment... 29,743 6,471 35 -- 36,179
------- ------ ---- ---- --------
Total... $39,658 $7,794 $ 35 $ -- $ 47,417
======= ====== ==== ==== ========

Year ended September 25, 1993:
Land and improvements... $ 1,539 $ 189 $ -- $ -- $ 1,728
Buildings... 9,699 1,286 60 -- 10,925
Machinery and equipment... 36,179 7,113 699 -- 42,593
------- ------ ---- ---- --------
Total... $47,417 $8,588 $759 $ -- $ 55,246
======= ====== ==== ==== ========

Year ended September 30, 1994:
Land and improvements... $ 1,728 $ 189 $ -- $ -- $ 1,917
Buildings... 10,925 1,634 9 -- 12,550
Machinery and equipment... 42,593 7,309 1,158 (15) 48,729
------- ------ ------ ---- --------
Total... $55,246 $9,132 $1,167 $(15) $ 63,196
======= ====== ====== ===== ========

</TABLE>

<PAGE>
<TABLE> SCHEDULE VIII

OSHKOSH TRUCK CORPORATION
VALUATION AND QUALIFYING ACCOUNTS

Years Ended September 30, 1994, September 25, 1993, and September 30, 1992
(In Thousands)

Balance at Additions
Beginning Charged to Balance at
Classification of Year Expense Reductions* End of Year

<S> <C> <C> <C> <C>
Receivables -
Allowance for doubtful
accounts:

1992.......... $1,148 $456 ($128) $1,476
====== ==== ====== ======

1993.......... $1,476 $149 ($948) $ 677
====== ==== ====== ======

1994.......... $ 677 $128 ($274) $ 53
====== ==== ======

* Represents amounts written off to the reserve, net of recoveries.

</TABLE>
<PAGE>

<TABLE> SCHEDULE IX

OSHKOSH TRUCK CORPORATION
SHORT-TERM BORROWINGS

Years Ended September 30, 1994, September 25, 1993, and September 30 1992
(In Thousands)
<CAPTION>

Weighted
Average
Weighted Maximum Average Interest
Average Amount Amount Rate
Interest Outstanding Outstanding Incurred
Category of Aggregate Balance at Rate at End During the During the During
Short-Term Borrowings End of Year of Year Year Year the Year
-----------------------------------------------------------------------------------------------------------
<S> <C> <C> <C> <C> <C>
Year ended September 30,
1992:
Notes Payable to banks... -- -- $59,100 $34,000 6.20%

Year ended September 25,
1993:
Notes Payable to banks... -- -- -- -- --

Year ended September 30,
1994:
Notes Payable to banks... -- -- -- -- --

</TABLE>
<PAGE>
EXHIBIT INDEX

Exhibits
3.1 Restated Articles of Incorporation *
3.2 Bylaws of the company, as amended *****
4.1 Credit Agreement #
4.2 Credit Agreement amendments through October 15, 1993 ###
4.3 Credit Agreement Amendments from October 16, 1993 through September
30, 1994
10.2 Lease with Cadence Company (formerly Mosling Realty Company) and
related documents *
10.3 1990 Incentive Stock Plan for Key Employees, as amended (through
April 25, 1994)@
10.4 Form of Key Employee Employment and Severance Agreement with Messrs.
R. E. Goodson, Chairman & Chief Executive Officer (CEO) and F. S.
Schulte, Vice President and Chief Financial Officer (CFO) **@
10.5 Lease with Lake Aire Development, Inc. ###
10.6 Employment Agreement with R. E. Goodson, Chairman & CEO as of April
16, 1990 ****@
10.7 Restricted stock grant to R. E. Goodson, Chairman & CEO ****@
10.8 Incentive Stock Option Agreement to R. E. Goodson, Chairman &
CEO ****@
10.9 Employment Agreement with R. E. Goodson, Chairman & CEO as of April
16, 1992 ##@
10.11 Lease extension with Lake Aire Development, Inc. dated April 21,
1994
10.12 1994 Long-Term Incentive Compensation Plan dated March 29,
1994@
10.13 Form of Key Employees Employment and Severance Agreement with
Messrs. R.G. Bohn, P.C. Hollowell, and M.J. Zolnowski@
11. Computation of per share earnings (contained in Note 1 of "Notes to
Consolidated Financial Statements" of the company's Annual Report to
Shareholders for the fiscal year ended September 30, 1994)
13. 1994 Annual Report to Shareholders, to the extent incorporated
herein by reference
23. Consent of Ernst & Young LLP (contained in Consent of Independent
Auditors, which accompanies financial statement schedules)
27. Financial Data Schedule

EXHIBIT 4.3

FOURTH AMENDMENT TO CREDIT AGREEMENT

THIS FOURTH AMENDMENT TO CREDIT AGREEMENT is made as of June 7, 1994
among the undersigned financial institutions (individually a "Bank" and
collectively the "Banks"), FIRSTAR BANK MILWAUKEE, NATIONAL ASSOCIATION
(formerly known as First Wisconsin National Bank of Milwaukee), as agent
for the Banks (the "Agent"), and OSHKOSH TRUCK CORPORATION (the
"Company").

RECITALS

The Company, the Banks and the Agent entered into a Credit Agreement
dated as of March 31, 1992, as amended by a First Amendment to Credit
Agreement dated as of March 12, 1993, a Second Amendment to Credit
Agreement dated as of July 7, 1993 and a Third Amendment to Credit
Agreement dated as of October 15, 1993 (collectively, the "Credit
Agreement"). The Company, the Banks and the Agent desire to amend the
Credit Agreement as provided below.

AGREEMENTS

In consideration of the Recitals and the agreements contained herein
and in the Credit Agreement as amended hereby, the Company, the Banks and
the Agent agree as follows:

1. Definitions and References. Capitalized terms used herein shall
have the meanings set forth in the Credit Agreement. All references to
the Credit Agreement contained herein or in the Credit Agreement shall
mean the Credit Agreement as amended by this Amendment.

2. Amendment. The Credit Agreement is hereby amended as follows:

(a) The following definitions are hereby added to Section 1 of the
Credit Agreement:

"Basic Documents" means two or more, including all, of the
Cherokee Co. Industrial Revenue Bonds, the Indenture, the Loan Agreement,
and the Pledge and Security Agreement, all as defined in the Indenture and
all as the same may be amended, modified, supplemented or restated from
time to time, and "Basic Document" shall mean any one of the foregoing.

"Cherokee Co. IRB Default" means such term as defined in Section
7.1(1).

"Cherokee Co. Industrial Revenue Bonds" means those Cherokee
County, South Carolina Variable/Fixed Rate Demand Industrial Revenue
Bonds, Series 1989 (Oshkosh Truck Corporation Project) in the original
aggregate principal amount of $9,300,000.

"Cherokee Co. IRB Letter of Credit" shall mean that irrevocable
letter of credit issued pursuant to the terms of this Agreement in support
of the Cherokee Co. Industrial Revenue Bonds, as amended, modified,
extended, renewed or replaced from time to time.

"Indenture" means Indenture of Trust dated as of August 1, 1989
between Cherokee County, South Carolina and Citizens and Southern Trust
Company (Georgia), National Association (now known as NationsBank of
Georgia, N.A.) pursuant to which the Cherokee Co. Industrial Revenue Bonds
were issued.

"NationsBank" means NationsBank of North Carolina, N.A., as a
Bank under this Agreement, and as initial Issuing Bank of the Cherokee Co.
IRB Letter of Credit hereunder.

"Special Bank Event" means the delivery by the Agent or the
Issuing Bank for the Cherokee Co. IRB Letter of Credit to the Company and
the Trustee of an opinion of counsel (selected by the Agent and reasonably
acceptable to the Company) recognized to have expertise in banking or
securities law matters to the effect that, on the basis of a change after
the date of issuance of the Cherokee Co. IRB Letter of Credit in the laws,
rules or regulations applicable to the Agent or the Banks or in the
interpretation of such laws, rules or regulations by any governmental
authority having jurisdiction over the Agent and the Banks or of a ruling
after the date of issuance of the Cherokee Co. IRB Letter of Credit by a
court of competent jurisdiction or other governmental authority, the
maintenance of the Cherokee Co. IRB Letter of Credit by the Issuing Bank
thereof, the execution of the Pledge and Security Agreement in favor of
the Issuing Bank of the Cherokee Co. IRB Letter of Credit, the acceptance
by the Issuing Bank of the collateral thereunder or any other transaction
contemplated by this Agreement is, or will be, a violation of the laws,
rules and regulations applicable to the Issuing Bank, or requires or will
require the Issuing Bank to register as a securities dealer (or in any
similar capacity) if not otherwise so registered.

"Trustee" means NationsBank of Georgia, N.A. formerly known as
Citizens and Southern Trust Company) as trustee under the indenture and
any successor trustee under the Indenture.

(b) The definition of "Issuing Bank" in Section 1 of the Credit
Agreement is hereby amended to read in its entirety as follows:

"Issuing Bank" means, (a) Bank appointed by the Company, which
shall be one of the Banks and which shall have accepted such appointment,
which issues or will issue a Letter of Credit, and (b) for the initial
Cherokee Co. IRB Letter of Credit, NationsBank.

(c) The definition of "Letter of Credit" in Section 1 of the Credit
Agreement is hereby amended to read in its entirety as follows:

"Letter of Credit" means a letter of credit issued by the
Issuing Bank at the request of the Company pursuant to Section 2.10 and
"Letters of Credit" means all such letters of credit; including without
limitation the Cherokee Co. IRB Letter of Credit.

(d) The definition of "Letter of Credit Commitment" in Section 1 of
the Credit Agreement is hereby amended to read in its entirety as follows:

"Letter of Credit Commitment" means, as to each Bank, such
Bank's Percentage of the aggregate amount of the Letter of Credit
Commitments. The aggregate amount of the Letter of Credit Commitments is
initially $15,000,000 and is subject to reduction from time to time
pursuant to section 2.5. The aggregate Letter of Credit Commitments may
at the request of the Company by notice to the Agent by increased to an
amount in excess of $15,000,000 in integral multiples of $1,000,000;
provided, however, that (a) the amount by which the aggregate Letter of
Credit Commitments exceeds $15,000,000 shall reduce the Banks' aggregate
Revolving Loan Commitments and (b) the amount by which the aggregate
letter of Credit Commitments exceeds $15,000,000, plus the aggregate
outstanding balances of the Notes may not exceed $70,000,000. Each Bank's
Revolving Loan Commitment shall be reduced by an amount equal to such
Bank's Percentage of the amount by which the aggregate Letter of Credit
Commitments exceeds $15,000,000.

(e) The definition of "Maturity Date" in Section 1 of the Credit
Agreement is hereby amended to read in its entirety as follows:

"Maturity Date" means march 17, 1997 or such earlier date on
which (a) the Agent declares the Notes to be immediately due and payable
pursuant to Section 7.2 of this Agreement, or (b) the Company permanently
reduces the Revolving Loan Commitments to zero pursuant to section 2.5(a)
of this Agreement.

(f) The definition of "Permitted Lien" in Section 1 of the Credit
Agreement is amended by deleting "and" at the end of subsection (g),
adding "and" at the end of subsection (h) and adding a new subsection (i)
as follows:

(i) liens created under the Custody, Pledge and Security
Agreement dated as of August 1, 1989, as amended, modified or supplemented
from time to time.

(g) The definition of "Revolving Loan Commitment" in Section 1 of
the Credit Agreement is hereby amended to read in its entirety as follows:

"Revolving Loan Commitment" means, as to a Bank, the obligation
of such Bank to make its pro rata share of Revolving Loans to the Company.
The aggregate amount of the Revolving Loan Commitments is $70,000,000,
less the amount by which the aggregate Letter of Credit Commitments
exceeds $15,000,000 and is subject to reduction from time to time pursuant
to Section 2.5. The Revolving Loan Commitment of each Bank is such Bank's
Percentage of the aggregate of the Revolving Loan Commitments.

(h) A new Section 2.4(3) is hereby added to the Credit Agreement as
follows:

(e) Facility Fees. The Company agrees to pay to the Agent, for
the ratable account of the Banks, on the last Business Day of each fiscal
quarter of the Company commencing with the quarter ending March 31, 1994,
and on the Maturity Date, a facility fee equal to one-half of 1% of the
daily average amount of the outstanding loans, advances or extensions of
credit to Mexicana de Chasises S.A. de C.V. (as provided in Section 6.7(m)
during the preceding quarter or other applicable period. Facility fees
shall be calculated for the actual number of days elapsed on the basis of
a 360-day year.

(i) A new Section 2.4(f) is hereby added to the Credit Agreement as
follows:

(f) Issuing Bank Fees. The company agrees to pay to the
Issuing Banks, for their own account, in connection with the issuance and
maintenance of the Letters of Credit hereunder, such fees as may be agreed
upon by the Company and Issuing Bank whether by way of letter agreement or
otherwise.

(j) The first sentence of Section 2.10(a) of the Credit Agreement is
hereby amended to read in its entirety as follows:

The Issuing Bank will issue Letters of Credit which it may
lawfully issue, in Dollars, for the account of the Company, subject to the
terms and conditions hereof, at any time during the period from the
Closing Date to the Maturity Date; provided that the amount available for
drawing under all Letters of Credit, plus the Letter of Credit Exposure as
of the applicable Borrowing Date, shall not exceed the aggregate Letter of
Credit Commitments and, provided further, that no Letter of Credit shall
have an initial expiry date later than the Maturity Date, except that (i)
the Cherokee Co. IRB Letter of Credit and (ii) Letters of Credit in an
aggregate face amount not exceeding $2,500,000 at any time outstanding,
may have an initial expiry date not later than 12 months after the
Maturity Date.

(k) The first sentence of Section 2.10(e) of the Credit Agreement is
hereby amended to read in its entirety as follows:

If on the Maturity Date any Letter of Credit (including the
Cherokee Co. IRB Letter of Credit) remains outstanding, the Company shall
either make arrangements satisfactory to the Required Banks for the
assumption of liabilities created by any such issued and unexpired Letter
of Credit or, in the absence of such satisfactory arrangements, the
Company shall deliver to the Agent, for the benefit of the Banks, Cash
Collateral in an aggregate principal amount equal to 110% of the Letter of
Credit Exposure.

(l) A new Section 2.10(f) is hereby added to the Credit Agreement as
follows:

(f) Cherokee Co. IRB Letter of Credit. The Cherokee Co. IRB
Letter of Credit will be issued for an initial term of one year and may be
renewed or extended (upon the written request of the Company) at the
option of the Required Banks for a period ending not later than 12 months
after the Maturity Date.

(m) A new Section 5.19 is hereby added to the Credit Agreement as
follows:

5.19 Special Bank Event. Within 90 days after the occurrence
of a Special Bank Event, (i) replace the Cherokee Co. IRB Letter of Credit
with the letter of credit of an issuer who is not subject to a Special
Bank Event as a result of issuing the Cherokee Co. IRB Letter of Credit,
(ii) cause the redemption of all of the Cherokee Co. Industrial Revenue
Bonds in accordance with the terms of the indenture, or (iii) cause the
Letter of Credit to be surrendered for cancellation.

(n) Section 6.1 of the Credit Agreement is hereby amended in its
entirety to read as follows:

Restricted Payments. Make any Restricted Payments, provided
that so long as no Default or Event of Default exists, the Company may
make (a) the Restricted Payments of Dividends paid by the Company on
November 15, 1993, and (b) Restricted Payments in an additional amount not
exceeding, in the aggregate during the term of this Agreement, $4,000,000
plus 40% of Net Income (or, if Net Income is a negative number, then
reduced by 100% of such negative Net Income) for the period commencing
September 26, 1993 to the end of the fiscal quarter immediately preceding
the making of such Restricted Payment.

(o) Section 6.7 of the Credit Agreement is amended by deleting "and"
at the end of the subsection 91) and by replacing subsection 6.7(m) with
the following:

(m) loans, advances or extensions of credit (including accounts
receivable) to Chasises y Autopartes OSHMEX S.A. de C.V., a Mexico
corporation, not to exceed an aggregate amount of $10,000,000 from the
date hereof through March 17, 1995 or $0 at any time after March 17, 1995;
(n) new investments by the Company in Midwest O.P. Holdings, Corp. during
fiscal years 1994 and 1995 not to exceed $400,000 in excess of the amount
permitted under Section 6.7(l) above; and (0) new strategic investments of
the Company in other business entities, not to exceed an aggregate amount
of $1,000,000 in each fiscal year.

(p) Section 6.9(a)(i), Sale of Receivables, of the Credit Agreement
is amended by deleting "$10,000,000" and inserting "$20,000,000" in its
place.

(q) A new Section 6.21 is hereby added to the Credit Agreement as
follows:

6.21 Cherokee Co. Industrial Revenue Bonds. Enter into or
consent to any amendment of any of the Basic Documents without the prior
written consent of the Issuing Bank for the Cherokee Co. IRB Letter of
Credit and the Majority Banks. The Company will not, and will not permit
any Affiliate to have any Cherokee Co. Industrial Revenue Bond (including
the principal amount thereof and interest accrued thereon) legally or
beneficially owned by any of them to be purchased, or redeemed or
otherwise paid, directly or indirectly, by any drawing on the Cherokee Co.
IRB Letter of Credit, and the Company agrees not to cause any optional
redemption of the Cherokee Co. Industrial Revenue Bonds pursuant to
Sections 2.06(a) or 2.07(a)(ii) of the Indenture, unless (i) the Majority
Banks shall have given their prior written consent, or (ii) the Company
shall provide cash collateral in advance of the draw in an amount at least
as great as the amount of the draw.

(r) A new subsection (1) is hereby added to Section 7.1 of the
Credit Agreement as follows:

(1) Event of Default Under Basic Documents. The Company shall
default in the due performance or observance of any other term, covenant
or agreement contained in any of the other Basic Documents (subject to
applicable grace or cure periods, if any, sometimes herein referred to as
a "Cherokee Co. IRB Default").

(s) A new subsection (c) is hereby added to Section 7.2 of the
Credit Agreement as follows:

(c) The Issuing Bank may, at the request and direction of the
Majority Banks, notify the Trustee of the occurrence of an Event of
Default hereunder and thereby require the Trustee to declare the principal
amount of the Cherokee Co. Industrial Revenue Bonds and interest accrued
thereon to be due and payable immediately, all in accordance with the
terms of the Indenture, and, upon said declaration, such principal and
interest shall become and be immediately due and payable. In addition the
Issuing Bank, at the request and direction of the Majority Banks, may
exercise any other rights and remedies available under any Basic Document,
any other agreement or at law or in equity. If the Event of Default is
the failure by the Company to reimburse the Issuing Bank on a timely basis
for an "Interest Drawing" (as defined in the Cherokee Co. IRB Letter of
Credit), the Issuing Bank may, no later than the tenth Business Day
following such drawing, deliver to the Trustee notice that the Cherokee
Co. IRB Letter of Credit will not be reinstated.

3. Effectiveness of the Amendment. This Amendment shall become
effective when counterparts hereof executed on behalf of the Company, the
Agent and the Required Lenders shall have been received by the Agent and
notice thereof shall have been given by the Agent to the Company and each
Bank.

4. Representations and Warranties. The Company certifies that (a)
the representations and warranties contained in the Credit Agreement are
true and correct as of the date of the Amendment except (1) that the
representations and warranties contained in section 3.3 shall apply to the
most recent financial statements delivered pursuant to sections 5.1 and
5.2 and (ii) for changes permitted by the Credit Agreement, (b) no
condition exists nor has any event or act occurred which, with or without
the giving of notice or the passage of time, would constitute an Event of
Default under the Credit Agreement, and (c) this Amendment has been duly
authorized, executed and delivered on its behalf, and that the Credit
Agreement, as amended hereby, constitutes a legal, valid and binding
obligation of the Company enforceable in accordance with its terms.

5. Expenses and Fees. As consideration for the amendment contained
herein, the Company will pay to the Agent, for the account of the Banks,
upon execution hereof, a fee equal to $20,000. The Company shall
reimburse the Agent and the Banks (including NationsBank) for all
reasonable legal fees and expenses incurred by the Agent and the Banks
(including NationsBank) in connection with the preparation, negotiation
and execution of this Amendment and the issuance of the Cherokee Co. IRB
Letter of Credit.

6. Full Force and Effect. Except as amended hereby the Credit
Agreement shall remain in full force and effect. The Credit Agreement, as
amended hereby, and all rights and powers created thereby and thereunder
and under the Notes are in all respects ratified and confirmed except that
the Notes are hereby amended as required by the amendment to the Credit
Agreement herein. The Company covenants and agrees that each of the Notes
shall remain in full force and effect and shall continue to secure the
debts, obligations and liabilities of the Company to the Bank for due
payment of all principal, interest and other charges due the Bank by the
Company under the Credit Agreement, as amended hereby, and any extensions,
modifications or refinancing thereof.

IN WITNESS WHEREOF, the parties hereto have caused this Amendment to
be duly executed the day and year first written above.

FIRSTAR BANK MILWAUKEE,
N.A. (formerly known as First
Wisconsin national Bank of
Milwaukee), as Agent and a
OSHKOSH TRUCK CORPORATION Bank

BY FRED SCHULTE BY /s/
Its Vice President Its Assistant Vice President

BANK ONE, MILWAUKEE NATIONAL NATIONSBANK OF NORTH CAROLINA,
ASSOCIATION N.A.

BY /s/ BY /s/
Its Vice President Its Vice President

THE NORTHERN TRUST COMPANY HARRIS TRUST AND SAVINGS BANK

BY /s/ BY /s/
Its Vice President Its Vice President

PNC BANK, NATIONAL ASSOCIATION
(formerly known as Pittsburgh
National Bank)

BY /s/
Its Commercial Banking Officer

EXHIBIT 10.3

OSHKOSH TRUCK CORPORATION
1990 INCENTIVE STOCK PLAN, as amended

Section 1. Establishment, Purpose, and Effective
Date of Plan

1.1 Establishment. Oshkosh Truck Corporation, a Wisconsin
corporation, hereby establishes the "1990 INCENTIVE STOCK PLAN" (the
"Plan") for key employees and for directors of the Corporation who are not
employees of the Corporation or any Subsidiary. The Plan permits the
grant of Stock Options and Restricted Stock.

1.2 Purpose. The purpose of the Plan is to advance the
interests of the Corporation and its Subsidiaries and promote continuity
of management by encouraging and providing for the acquisition of an
equity interest in the success of the Corporation by key employees and by
enabling the Corporation to attract and retain the services of key
employees upon whose judgment, interest, skills, and special effort the
successful conduct of its operations is largely dependent. In addition,
the Plan is designed to promote the best interests of the Corporation and
its shareholders by providing a means to attract and retain competent
directors who are not employees of the Corporation or any Subsidiary and
to provide opportunities for stock ownership by such directors which will
increase their proprietary interest in the Corporation and, consequently,
their identification with the interests of the shareholders of the
Corporation.

1.3 Effective Date. The Plan was initially effective April 9,
1990 and was amended effective April 25, 1994, subject to subsequent
approval by the holders of outstanding shares of common stock of the
Corporation entitled to vote thereon at the next annual meeting of the
Corporation's shareholders.

Section 2. Definitions; Construction

2.1 Definitions. Whenever used herein, the following terms
shall have their respective meanings set forth below:

(a) "Act" means the federal Securities Exchange Act of 1934, as
amended.

(b) "Board" means the Board of Directors of the Corporation.

(c) A "Change of Control" means a change in control of a nature
that would be required to be reported in response to Item 6(e) of
Schedule 14A of Regulation 14A promulgated under the Act, as amended;
provided that, without limitation, such a change in control shall be
deemed to have occurred (i) if any "person", as used in Section 3(a)
(9) of the Act, other than the Corporation or any person who on the
effective date hereof is a director or officer of the Corporation, is
or becomes the "beneficial owner" (as defined in Rule 13d-3 under the
Act), directly or indirectly, of securities of the Corporation
representing twenty-five percent (25%) or more of the combined voting
power of the Corporation's then outstanding securities, or (ii)
during any period of two (2) consecutive years, individuals who, at
the beginning of such period, constituted the Board cease, for any
reason, to constitute at least a majority thereof, unless the
election or nomination for election of each new director was approved
by a vote of at least two-thirds (2/3) of the directors then still in
office who were directors at the beginning of the period.

(d) "Code" means the Internal Revenue Code of 1986, as amended.

(e) "Committee" means the Compensation Committee of the Board,
which shall consist of two (2) or more members of the Board, each of
whom is a "disinterested person" within the meaning of Rule 16b-3 and
each of whom qualifies as an "outside director" for purposes of
Section 162(m) of the Code.

(f) "Corporation" means Oshkosh Truck Corporation, a Wisconsin
corporation.

(g) "Disability" shall have the meaning assigned to the terms
"total disability" or "totally disabled" in the Oshkosh Truck
Corporation Long Term Disability Program for Salaried Employees,
provided the Participant remains totally disabled for five (5)
consecutive months.

(h) "Fair Market Value" means the last sale price of the Stock
as reported on the NASDAQ National Market System on a particular
date.

(i) "Non-Employee Director" means any member of the Board who
is not an employee of the Corporation or of any Subsidiary.

(j) "Option" means the right to purchase Stock at a stated
price for a specified period of time. For purposes of the Plan an
Option may be either (i) an "incentive stock option" within the
meaning of Section 422 of the Code or (ii) a "nonstatutory stock
option."

(k) "Participant" means any individual designated by the
Committee to participate in the Plan.

(l) "Period of Restriction" means the period during which the
transfer of shares of Restricted Stock is restricted pursuant to
Section 7 of the Plan.

(m) "Restricted Stock" means Stock granted to a Participant
pursuant to Section 7 of the Plan.

(n) "Retirement" shall have the meaning assigned to such term
in the pension plan of the Corporation.

(o) "Rule 16b-3" means Rule 16b-3 as promulgated by the United
States Securities and Exchange Commission under the Act or any
successor rule or regulation thereto.

(p) "Stock" means the Class B Common Stock of the Corporation,
par value of one cent ($.01) per share.

(q) "Subsidiary" means any present or future subsidiary of the
Corporation, as defined in Section 424(f) of the Code.

2.2 Number. Except when otherwise indicated by the context,
the singular shall include the plural, and the plural shall include the
singular.

Section 3. Eligibility and Participation

3.1 Eligibility and Participation. Participants in the Plan
shall be selected by the Committee from among those officers and other key
employees of the Corporation and its Subsidiaries who, in the opinion of
the Committee, are in a position to contribute materially to the
Corporation's continued growth and development and to its long-term
financial success. All Non-Employee Directors shall receive grants of
Options as provided in Section 6A.

Section 4. Stock Subject to Plan

4.1 Number. The total number of shares of Stock subject to
issuance under the Plan may not exceed eight hundred twenty five thousand
(825,000). The total number of shares of Stock subject to issuance
pursuant to Options granted under the Plan in any five year period to any
one person may not exceed 150,000. The limitations set forth in this
Section 4.1 are subject to adjustment upon occurrence of any of the events
indicated in Subsection 4.3. The shares to be delivered under the Plan
may consist, in whole or in part, of authorized but unissued Stock or
treasury Stock, not reserved for any other purpose.

4.2 Unused Stock; Unexercised Rights. In the event any shares
of stock are subject to an Option which, for any reason, expires or is
terminated unexercised as to such shares, or any shares of Stock, subject
to a Restricted Stock grant made under the Plan are reacquired by the
Corporation pursuant to Subsection 7.9 or 7.10 of the Plan, such shares
again shall become available for issuance under the Plan.

4.3 Adjustment in Capitalization. In the event that any change
in the outstanding shares of Stock (including an exchange of the Stock for
stock or other securities of another corporation) occurs after adoption of
the Plan by the Board by reason of a Stock dividend or split,
recapitalization, merger, consolidation, combination, exchange of shares
or other similar corporate change, the aggregate number of shares of Stock
(or the stock or other securities that had been issued in exchange for the
shares of Stock) subject to each outstanding Option, and its stated Option
price, shall be appropriately adjusted by the Committee, whose
determination shall be conclusive; provided, however, that fractional
shares shall be rounded to the nearest whole share. In such event, the
Committee shall also have discretion to make appropriate adjustments in
the number and type of shares subject to Restricted Stock grants then
outstanding under the Plan pursuant to the terms of such grants or
otherwise. In the event of any other change in the Stock, the Committee
shall in its sole discretion determine whether such change equitably
requires a change in the number or type of shares subject to any
outstanding Stock Option or Restricted Stock grant and any such adjustment
made by the Committee shall be conclusive. Notwithstanding the foregoing,
Options subject to grant or previously granted to Non-Employee Directors
under the Plan at the time of any event described in this Section 4.3
shall be subject to only such adjustments as shall be necessary to
maintain the relative proportionate interest of the Non-Employee Directors
and preserve, without exceeding, the value of such Options.

Section 5. Duration of Plan

5.1 Duration of Plan. The Plan shall remain in effect, subject
to the Board's right to earlier terminate the Plan pursuant to Subsection
10.3 hereof, until all Stock subject to it shall have been purchased or
acquired pursuant to the provisions hereof. Notwithstanding the
foregoing, no Option or Restricted Stock may be granted under the Plan on
or after March 29, 2004.

Section 6. Stock Options

6.1 Grant of Options. Subject to the provisions of Sections 4
and 5, Options may be granted to Participants at any time and from time to
time as shall be determined by the Committee. Non-Employee Directors
shall not be eligible to be granted Options under the Plan, except as
provided in Section 6A. The Committee shall have complete discretion in
determining the number of Options granted to each Participant. The
Committee also shall determine whether an Option is to be an incentive
stock option within the meaning of Section 422 of the Code or a
nonstatutory stock option. However, in no event shall the Fair Market
Value (determined at the date of grant) of Stock with respect to which
incentive stock options are exercisable for the first time by a
Participant during any calendar year exceed one hundred thousand dollars
($100,000). Nor shall any incentive stock option be granted to any person
who owns, directly or indirectly, stock possessing more than ten percent
(10%) of the total combined voting power of all classes of stock of the
Corporation ("Ten Percent Stockholder"). Nothing in this Section 6 of the
Plan shall be deemed to prevent the grant of nonstatutory stock options in
excess of the maximum established by Section 422 of the Code.

6.2 Option Agreement. Each Option shall be evidenced by an
Option agreement that shall specify the type of Option granted, the Option
price, the duration of the Option, the number of shares of Stock to which
the Option pertains and such other provisions as the Committee shall
determine.

6.3 Option Price. No Option granted pursuant to the Plan shall
have an Option price that is less than the Fair Market Value of the Stock
on the date the Option is granted.

6.4 Duration of Options. Each Option shall expire at such time
as the Committee shall determine at the time it is granted; provided,
however, that no Option that is an incentive stock option shall be
exercisable later than the tenth (10th) anniversary date of its grant, and
no Option that is a nonstatutory stock option shall be exercisable more
than ten (10) years and one (l) month after the date of its grant.

6.5 Exercise of Options. Options granted under the Plan shall
be exercisable at such times and be subject to such restrictions and
conditions as the Committee shall in each instance approve, which need not
be the same for all Participants; except that Options granted to officers,
directors or Ten Percent Stockholders may not be exercised until at least
six (6) months after the date of grant.

6.6 Payment. The Option price upon exercise of any Option
shall be payable to the Corporation in full either (i) in cash or its
equivalent, or (ii) by tendering shares of previously acquired Stock
having a Fair Market Value at the time of exercise equal to the total
Option price, or (iii) by a combination of (i) and (ii). The proceeds
from such a payment shall be added to the general funds of the Corporation
and shall be used for general corporate purposes.

6.7 Restrictions on Stock Transferability. The Committee may
impose such restrictions on any shares of Stock acquired pursuant to the
exercise of an Option under the Plan as it may deem advisable, including,
without limitation, restrictions under applicable Federal securities law,
under the requirements of any stock exchange upon which such shares of
Stock are then listed and under any blue sky or state securities laws
applicable to such shares.

6.8 Termination of Employment Due to Death, Disability or
Retirement. In the event the employment of a Participant is terminated by
reason of death, Disability or Retirement, the Committee may provide in
the Option agreement that any outstanding Options shall become immediately
exercisable at any time prior to the expiration date of the Options or
within twelve (12) months after such date of termination of employment,
whichever period is the shorter. However, in the case of incentive stock
options, the favorable tax treatment prescribed under Section 422 of the
Code shall not be available if such options are not exercised within three
(3) months after such date of termination due to Retirement.

6.9 Termination of Employment Other than for Death, Disability
or Retirement. If the employment of the Participant shall terminate for
any reason other than death, Disability or Retirement, the rights under
any then outstanding Option granted pursuant to the Plan shall terminate
upon the expiration date of the Option or three (3) months after such date
of termination of employment, whichever first occurs, subject to such
exceptions (which shall be set forth in the Option Agreement) as the
Committee may, in its sole discretion, approve.

6.10 Nontransferability of Options. No Option granted under the
Plan may be sold, transferred, pledged, assigned or otherwise alienated or
hypothecated, otherwise than by will or by the laws of descent and
distribution. Further, all Options granted to a Participant under the
Plan shall be exercisable during his or her lifetime only by such
Participant.

Section 6A. Non-Employee Director Stock Options

6A.1 Grant of Options. Subject to approval of amendments to the
Plan by the shareholders of the Corporation as contemplated by Section
1.3, as of April 25, 1994, each Non-Employee Director at such time shall
be granted a nonqualified Option to purchase 1,000 shares of Stock.
Thereafter, upon the conclusion of each annual meeting of the shareholders
of the Corporation, each Non-Employee Director at such time shall be
granted a nonqualified Option to purchase an additional 1,000 shares of
Stock.

6A.2 Terms of Options. The right to exercise Options granted to
a Non-Employee Director pursuant to this Section 6A shall accrue as to
one-third (1/3) of the shares on each of the first three anniversaries of
the date of grant. No partial exercise of the Options may be for less
than one hundred (100) share lots or multiples thereof. The term of
Options granted pursuant to this Section 6A shall expire ten years and one
month from the date of grant or twelve months after the Non-Employee
Director ceases for any reason to be a member of the Board, whichever
occurs first. The Option exercise price shall be the Fair Market Value of
the Stock on the date each Option is granted, which shall be payable to
the Corporation in full upon exercise either (i) in cash or its
equivalent, or (ii) by tendering shares of previously acquired Stock
having a Fair Market Value at the time of exercise equal to the total
Option price, or (iii) by a combination of (i) and (ii).

Section 7. Restricted Stock

7.1 Grant of Restricted Stock. Subject to the provisions of
Sections 4 and 5, the Committee, at any time and from time to time, may
grant shares of Restricted Stock under the Plan to such Participants and
in such amounts as it shall determine. Non-Employee Directors are not
eligible to receive grants of Restricted Stock under the Plan. Each grant
of Restricted Stock shall be in writing.

7.2 Transferability. Except as provided in Section 7 hereof,
the shares of Restricted Stock granted hereunder may not be sold,
transferred, pledged, assigned or otherwise alienated or hypothecated for
such period of time as shall be determined by the Committee and shall be
specified in the Restricted Stock grant, or upon earlier satisfaction of
other conditions as specified by the Committee in its sole discretion and
set forth in the Restricted Stock grant; provided that Restricted Stock
granted to officers, directors or Ten Percent Stockholders may not be sold
for at least six (6) months after the date of grant.

7.3 Other Restrictions. The Committee may impose such other
restrictions on any shares of Restricted Stock granted pursuant to the
Plan as it may deem advisable including, without limitation, restrictions
under applicable Federal or state securities laws, and may legend the
certificates representing Restricted Stock to give appropriate notice of
such restrictions.

7.4 Certificate Legend. In addition to any legends placed on
certificates pursuant to Subsection 7.3 hereof, each certificate
representing shares of Restricted Stock granted pursuant to the Plan shall
bear the following legend:

"The sale or other transfer of the shares of stock
represented by this certificate, whether voluntary,
involuntary or by operation of law, is subject to
certain restrictions on transfer set forth in Oshkosh
Truck Corporation's 1990 Incentive Stock Plan, rules
of administration adopted pursuant to such Plan and a
Restricted Stock grant dated __________ A copy of the
Plan, such rules and such Restricted Stock grant may
be obtained from the Secretary of Oshkosh Truck
Corporation."

7.5 Removal of Restrictions. Except as otherwise provided in
Section 7 hereof, shares of Restricted Stock covered by each Restricted
Stock grant made under the Plan shall become freely transferable by the
Participant after the last day of the Period of Restriction. Once the
shares are released from the restrictions, the Participant shall be
entitled to have the legend required by Subsection 7.4 removed from the
Participant's Stock certificate.

7.6 Voting Rights. During the Period of Restriction,
Participants holding shares of Restricted Stock granted hereunder may
exercise full voting rights with respect to those shares.

7.7 Dividends and Other Distributions. During the Period of
Restriction, Participants holding shares of Restricted Stock granted
hereunder shall be entitled to receive all dividends and other
distributions paid with respect to those shares while they are so held.
If any such dividends or distributions are paid in shares of Stock, the
shares shall be subject to the same restrictions on transferability as the
shares of Restricted Stock with respect to which they were paid.

7.8 Termination of Employment Due to Retirement. The Committee
may provide in its Restricted Stock grant that in the event a Participant
terminates his or her employment with the Corporation because of
Retirement, any remaining Period of Restriction applicable to the
Restricted Stock pursuant to Subsection 7.2 hereof shall automatically
terminate and, except as otherwise provided in Subsection 7.3, the shares
of Restricted Stock shall thereby be free of restrictions and freely
transferable. In the event the Restricted Stock grant does not
automatically terminate such restrictions and a Participant terminates his
or her employment with the Corporation because of Retirement, the
Committee may, in its sole discretion, waive the restrictions remaining on
any or all shares of Restricted Stock pursuant to Subsection 7.2 hereof
and/or add such new restrictions to those shares of Restricted Stock as it
deems appropriate.

7.9 Termination of Employment Due to Death or Disability. The
Committee may provide in its Restricted Stock grant that in the event a
Participant terminates his or her employment with the Corporation because
of death or Disability during the Period of Restriction, the restrictions
applicable to the shares of Restricted Stock pursuant to Subsection 7.2
hereof shall terminate automatically with respect to all of the shares or
that number of shares (rounded to the nearest whole number) equal to the
total number of shares of Restricted Stock granted to such Participant
multiplied by the number of full months which have elapsed since the date
of grant divided by the maximum number of full months of the Period of
Restriction. All remaining shares shall be forfeited and returned to the
Corporation; provided, however, that the Committee may, in its sole
discretion, waive the restrictions remaining on any or all such remaining
shares either before or after the death of the Participant.

7.10 Termination of Employment for Reasons Other than Death
Disability or Retirement. In the event that a Participant terminates his
or her employment with the Corporation for any reason other than those set
forth in Subsections 7.8 and 7.9 hereof during the Period of Restriction,
then any shares of Restricted Stock still subject to restrictions at the
date of such termination shall automatically be forfeited and returned to
the Corporation; provided, however, that, in the event of an involuntary
termination of the employment of a Participant by the Corporation, the
Committee may, in its sole discretion, waive the automatic forfeiture of
any or all such shares and/or may add such new restrictions to such shares
of Restricted Stock as it deems appropriate.

7.11 Nontransferability of Restricted Stock. No shares of
Restricted Stock granted under the Plan may be sold, transferred, pledged,
assigned or otherwise alienated or hypothecated, otherwise than by will or
by the laws of descent and distribution until the termination of the
applicable Period of Restriction. All rights with respect to Restricted
Stock granted to a Participant under the Plan shall be exercisable during
the Participant's lifetime only by such Participant.

Section 8. Beneficiary Designation

8.1 Beneficiary Designation. Each Participant and Non-Employee
Director under the Plan may, from time to time, name any beneficiary or
beneficiaries (who may be named contingently or successively) to whom any
benefit under the Plan is to be paid in case of the death of the
Participant or the Non-Employee Director, as the case may be, before he or
she receives any or all of such benefit. Each designation will revoke all
prior designations by the same Participant or Non-Employee Director, shall
be in a form prescribed by the Committee and will be effective only when
filed by the Participant or Non-Employee Director in writing with the
Committee during the lifetime of the Participant or Non-Employee Director.
In the absence of any such designation, benefits remaining unpaid at the
death of the Participant or Non-Employee Director, as the case may be,
shall be paid to the estate of the Participant or Non-Employee Director,
as the case may be.

Section 9. Rights of Employees

9.1 Employment. Nothing in the Plan shall interfere with or
limit in any way the right of the Corporation to terminate any
Participant's employment at any time nor confer upon any Participant any
right to continue in the employ of the Corporation.

9.2 Participation. No employee shall have a right to be
selected as a Participant or, having been so selected, to be selected
again as a Participant. The preceding sentence shall not be construed or
applied so as to deny an employee any Participation in the Plan solely on
the basis that the employee was a Participant in connection with a prior
grant of benefits under the Plan.

Section 10. Administration; Powers and Duties of the Committee

10.1 Administration. The Committee shall be responsible for the
administration of the Plan. The Committee, by majority action thereof, is
authorized to interpret the Plan, to prescribe, amend, and rescind rules
and regulations relating to the Plan, to provide for conditions and
assurances deemed necessary or advisable to protect the interests of the
Corporation, and to make all other determinations necessary or advisable
for the administration of the Plan, but only to the extent not contrary to
the express provisions of the Plan. Determinations, interpretations, or
other actions made or taken by the Committee pursuant to the provisions of
the Plan shall be final and binding and conclusive for all purposes and
upon all persons whomsoever. The grant, amount and terms of Awards to
Non-Employee Directors under the Plan shall be determined as provided in
Section 6A of the Plan.

10.2 Change of Control. Without limiting the authority of the
Committee as provided herein, the Committee, either at the time Options or
shares of Restricted Stock are granted, or, if so provided in the
applicable Option agreement or Restricted Stock grant, at any time
thereafter, shall have the authority to accelerate in whole or in part the
exercisability of Options and/or the last day of the Period of Restriction
upon a Change of Control. The Option agreements and Restricted Stock
grants approved by the Committee may contain provisions whereby, in the
event of a Change of Control, the acceleration of the exercisability of
Options and/or the last day of the Period of Restriction may be automatic
or may be subject to the discretion of the Committee, depending on whether
the Change of Control shall be approved by a majority of the members of
the Board. If the receipt of any payment by a Participant under the
circumstances described above would result in the payment by the
Participant of any excise tax provided for in Section 280G and Section
4999 of the Code, then the amount of such payment shall be reduced to the
extent required to prevent the imposition of such excise tax.

10.3 Amendment, Modification and Termination of Plan. The Board
may at any time terminate, and from time to time may amend or modify the
Plan, provided, however, that no such action of the Board, without
approval of the stockholders, may:

(a) Increase the total amount of Stock which may be issued
under the Plan, except as provided in Subsections 4.1 and 4.3 of the
Plan.

(b) Increase the total number of shares of Stock that may be
issued under the Plan to any one Participant, except as provided in
Subsections 4.1 and 4.3 of the Plan.

(d) Materially increase the cost of the Plan or materially
increase the benefits to Participants and/or Non-Employee Directors.

(e) Extend the period during which Options or Restricted Stock
may be granted.

(f) Extend the maximum period after the date of grant during
which Options may be exercised.

(g) Change the class of individuals eligible to receive Options
or Restricted Stock.

No amendment, modification or termination of the Plan shall in any manner
adversely affect any Options or Restricted Stock theretofore granted under
the Plan, without the consent of the Participant.

Section 11. Tax Withholding

11.1 Tax Withholding. Whenever shares of Stock are to be issued
under the Plan, the Corporation shall have the power to require the
recipient of the Stock to remit to the Corporation an amount sufficient to
satisfy Federal, state and local withholding tax requirements prior to
issuance of the certificate for shares of stock.

Section 12. Requirements of Law

12.1 Requirements of Law. The granting of Options or Restricted
Stock, and the issuance of shares of Stock upon the exercise of an Option
shall be subject to all applicable laws, rules and regulations, and to
such approvals by any governmental agencies or national securities
exchanges as may be required.

12.2 Governing Law. The Plan, and all agreements hereunder,
shall be construed in accordance with and governed by the laws of the
State of Wisconsin.

EXHIBIT 10.11

LEASE RENEWAL AGREEMENT

I. THE PARTIES

The Parties to this Agreement are:

1.01 Oshkosh Truck Corporation, a Wisconsin corporation having offices at
2307 Oregon Street; Oshkosh, Wisconsin 54901 ("Tenant").

1.02 Lake-Aire Development, Inc., a Wisconsin corporation located in
Oshkosh, WI 54901 ("Landlord").

II. RECITALS

2.01 The date of this Agreement is April 21, 1994.

2.02 Landlord and Tenant entered into a lease agreement dated March 31,
1993 ("Lease") for 16,084 square feet of office space located at
2201 Oregon Street, Oshkosh, Wisconsin ("Premises").

2.03 Landlord and Tenant each desire and agree to extend the lease term
of the Premises.

III. THE AGREEMENT

THEREFORE, the Parties agree as follows:

3.01 The Recitals are a part of this Agreement.

3.02 The lease term for the Premises under Article 2 of the Lease is
hereby be extended and will now expire at midnight on February 28,
1999.

3.03 All other provisions of the Lease are incorporated herein and are
hereby modified or supplemented to conform herewith but in all other
respects are to be and shall continue in full force and effect.

3.04 This Agreement shall bind the Parties, their successors and assigns.

IN WITNESS WHEREOF, this Agreement has been duly executed on the date of
this Agreement.

LAKE-AIRE DEVELOPMENT, INC. OSHKOSH TRUCK CORPORATION

By: WILLIAM A. BREHM, JR. By: FRED S. SCHULTE
William A. Brehm, Jr., Agent Fred S. Schulte
Its: VP, CFO and Treasurer

Attested By: BARBARA E. BOYCKS
Barbara E. Boycks
Its: Assistant Corp. Secretary

EXHIBIT 10.12

OSHKOSH TRUCK CORPORATION
1994 LONG-TERM INCENTIVE COMPENSATION PLAN

SECTION 1. ESTABLISHMENT, PURPOSE AND EFFECTIVE DATE OF PLAN

1.1 Establishment. Oshkosh Truck Corporation, a Wisconsin
corporation (the "Company"), hereby establishes the "OSHKOSH TRUCK
CORPORATION 1994 LONG-TERM COMPENSATION INCENTIVE PLAN" (the "Plan") for
key employees of the Company and its Subsidiaries. The Plan permits the
grant of Awards relating to Performance Share Units.

1.2 Purpose. The purpose of the Plan is to advance the
interests of the Company and its Subsidiaries and promote continuity of
management by providing a means to attract and retain in the employ of the
Company and its Subsidiaries persons possessing outstanding management
skills and competence who will contribute substantially to the success of
the Company. Such means are incentives to such persons to exert their
maximum efforts on behalf of the Company by rewarding them with additional
compensation when the Company has achieved significant financial
objectives as provided for in the Plan. The Board believes that the Plan
will promote continuity of management and increase personal interest in
the welfare of the Company by those who are primarily responsible for
developing and carrying out the long-range plans of the Company and
securing its continued growth and financial success.

1.3 Effective Date. The Plan shall become effective on March
29, 1994, subject to subsequent approval by the holders of outstanding
shares of common stock of the Company entitled to vote thereon at the next
annual meeting of the Company's shareholders.

SECTION 2. DEFINITIONS; CONSTRUCTION

2.1 Definitions. Whenever used herein, the following terms
shall have the respective meanings set forth below:

(a) "Act" means the federal Securities Exchange Act of
1934, as amended.

(b) "Average Net Assets" means, for any fiscal year of the
Company, the result obtained by (i) adding together the Company's Net
Assets as of the end of the fiscal year and the Company's Net Assets as of
the end of the immediately preceding fiscal year and (ii) dividing such
sum by two.

(c) "Average Return on Net Assets" means, with respect to
any Performance Period, the result obtained by (i) adding together the
Return on Assets for each fiscal year in the Performance Period and (ii)
dividing such sum by three.

(d) "Average Return on Equity" means, with respect to any
Performance Period, the result obtained by (i) adding together the Return
on Equity for each fiscal year in the Performance Period and (ii) dividing
such sum by three; provided, however, that for the Performance Period
applicable to Initial Awards, the amount described in clause (i) of this
subsection (d) shall be increased by 0.1273.

(e) "Award" shall mean an award granted to a Participant
under the Plan that shall reflect a Target Award Number for a Performance
Period.

(f) "Award Agreement" shall mean any written agreement,
contract or other instrument or instrument or document evidencing any
Award granted under the Plan.

(g) "Board" means the Board of Directors of the Company.

(h) A "Change of Control" means a change in control of a
nature that would be required to be reported in response to Item 6(e) of
Schedule 14A of Regulation 14A promulgated under the Act, as amended;
provided that, without limitation, such a change in control shall be
deemed to have occurred (i) if any "person", as used in Section 3(a)(9) of
the Act, other than the Company or any person who on the effective date
hereof is a director or officer of the Company, is or becomes the
"beneficial owner" (as defined in Rule 13d-3 under the Act), directly or
indirectly, of securities of the Company representing twenty-five percent
(25%) or more of the combined voting power of the Company's then
outstanding securities, or (ii) during any period of two (2) consecutive
years, individuals who, at the beginning of such period, constituted the
Board cease, for any reason, to constitute at least a majority thereof,
unless the election or nomination for election of each new director was
approved by a vote of at least two-thirds (2/3) of the directors then
still in office who are directors at the beginning of the period.

(i) "Code" means the Internal Revenue Code of 1986, as
amended.

(j) "Commission" means the United States Securities and
Exchange Commission or any successor agency.

(k) "Committee" means the Compensation Committee of the
Board, which shall consist of two (2) or more members of the Board, each
of whom is a "disinterested person" within the meaning of Rule 16b-3 and
each of whom qualifies as an "outside director" for purposes of Section
162(m) of the Code.

(l) "Company" means Oshkosh Truck Corporation, a Wisconsin
corporation.

(m) "Disability" shall have the meaning assigned to the
terms "Total Disability" or "Totally Disabled" in the Oshkosh Truck
Corporation Long-Term Disability Program for Salaried Employees, provided
the Participant remains totally disabled for five (5) consecutive months.

(n) "Excluded Items" means any gains or losses from
discontinued operations, any extraordinary gains or losses and the effects
of accounting changes.

(o) "Fair Market Value" means the average of the last sale
prices of the Stock as reported on the Nasdaq National Market on the ten
trading days preceding a particular date and the ten trading days
following such date.

(p) "Final Award Number" means, for an Award, a number of
Performance Share Units with respect to a Performance Period calculated in
accordance with Section 6.4 or Section 6.6.

(q) "Key Employee" means any officer or other key employee
of the Company or any Subsidiary who is responsible for or contributes to
the management, growth or profitability of the business of the Company or
any Subsidiary as determined by the Committee.

(r) "Initial Award" shall mean any Award approved by the
Committee on March 29, 1994.

(s) "Maximum Performance" means, with respect to a
Performance Period, the level of performance under the performance measure
for the Performance Period fixed by the Committee under Section 6.2 that
will entitle a Participant to the maximum payment under an Award in
accordance with Section 6.4.

(t) "Net Assets" means the Company's total consolidated
assets as of the date in question reduced by the Company's consolidated
cash and consolidated current liabilities as of such date.

(u) "Participant" means any Key Employee designated by the
Committee to participate in the Plan.

(v) "Performance Period" means, in relation to an Award,
any period of three consecutive fiscal years of the Company with respect
to which the Award is granted, except that the Performance Period for
Initial Awards shall be the period consisting of the Company's 1995 and
1996 fiscal years.

(w) "Performance Share Unit" means a unit of measurement
for purposes of Section 6.

(x) "Retirement" shall have the meaning assigned to such
term in the pension plan of the Company.

(y) "Return on Net Assets" means, for any fiscal year of
the Company, the result obtained by dividing the Company's consolidated
net income (or loss) for such fiscal year, excluding Excluded Items, by
the Company's Average Net Assets for such fiscal year; where the Company
has a consolidated net loss for a fiscal year (excluding Excluded Items),
Return on Net Assets shall be a negative number.

(z) "Return on Equity" means, for any fiscal year of the
Company, the result obtained by dividing the Company's consolidated net
income (or loss) for such fiscal year, excluding Excluded Items, by the
Company's total consolidated shareholders' equity as of the end of the
immediately preceding fiscal year; where the Company has a consolidated
net loss for a fiscal year (excluding Excluded Items), Return on Equity
shall be a negative number.

(aa) "Rule 16b-3" means Rule 16b-3 as promulgated by the
Commission under the Act or any successor rule or regulation thereto.

(ab) "Stock" means the Class B Common Stock of the Company,
par value of one cent ($.01) per share.

(ac) "Subsidiary" means any present or future subsidiary of
the Company, as defined in Section 425(f) of the Code.

(aa) "Target Award Number" means, with respect to a
Participant, the number of Performance Share Units reflected in an Award.

(bb) "Target Performance" means, with respect to a
Performance Period, the level of performance under the performance measure
for the Performance Period fixed by the Committee under Section 6.2 that
will entitle a Participant to the target payment under an Award in
accordance with Section 6.4.

(cc) "Threshold Performance" means, with respect to a
Performance Period, the lowest level of performance under the performance
measure for the Performance Period fixed by the Committee under Section
6.2 that will entitle a Participant to a payment under an Award in
accordance with Section 6.4.

2.2 Number. Except when otherwise indicated by the context,
the singular shall include the plural, and the plural shall include the
singular.

SECTION 3. ELIGIBILITY AND PARTICIPATION

3.1 Eligibility and Participation. Participants in the Plan
shall be selected by the Committee from among those Key Employees,
including any executive officer or employee-director of the Company or of
any Subsidiary, who in the opinion of the Committee are in a position to
contribute materially to the Company's continued growth and development
and to its long-term financial success.

SECTION 4. STOCK AND PERFORMANCE SHARE UNITS SUBJECT TO PLAN

4.1 Number.

(a) The total number of shares of Stock subject to issuance
under the Plan may not exceed one share of Stock for each Performance
Share Unit earned by a Participant under the Plan and paid in Stock in
accordance with Section 6.5, subject to adjustment upon occurrence of any
of the events indicated in Section 4.3. The Shares to be delivered under
the Plan may consist, in whole or in part, of authorized but unissued
Stock or treasury Stock, not reserved for any other purpose.

(b) The total number of Performance Share Units earned under
the Plan may not exceed five hundred forty thousand (540,000), subject to
adjustment upon occurrence of any of the events indicated in Section 4.3.

(c) The total number of shares of Stock subject to issuance to
any one person and the total number of Performance Shares Units earned
under the Plan by any one person may not exceed one hundred ninety-five
thousand (195,000).

4.2 Unused Stock; Unexercised Rights. If any Performance Share
Units to which any Award relates are forfeited, if an Award otherwise
terminates, expires or is canceled prior to delivery of all shares of
Stock or of other consideration issuable or payable pursuant to such Award
or if the Company's performance for a Performance Period is less than
Maximum Performance, then the number of Performance Share Units counted
against the number of Performance Share Units available under the Plan in
connection with the grant of such Award, to the extent of any such
forfeiture, termination, expiration or deficiency, shall again be
available for granting of additional Awards under the Plan.

SECTION 5. DURATION OF PLAN

No Award shall be granted under the Plan after December 31,
1999. However, unless otherwise expressly provided in the Plan or in an
applicable Award Agreement, any Award theretofore granted may extend
beyond such date, and to the extent set forth in the Plan, the authority
of the Committee to amend, alter, adjust, suspend, discontinue or
terminate any such Award, or to waive any conditions or restrictions with
respect to any such Award, and the authority of the Board to amend the
Plan, shall extend beyond such date.

SECTION 6. PERFORMANCE SHARE UNITS

6.1 Issuance. The Committee is hereby authorized to grant
Awards to Participants. The Committee shall have complete discretion in
determining the Target Award Number of Performance Share Units subject to
an Award for a Participant.

6.2 Performance Terms. Prior to the first day of the Company's
first fiscal year in a Performance Period with respect to which an Award
is made (or such later time as may be permitted without adversely
affecting the qualification of such Award for the performance-based
exception under Section 162(m) of the Code), the Committee shall fix in
writing (or otherwise evidence such action in a manner that complies with
requirements relating to the performance-based exception under Section
162(m) of the Code) the following:

(a) Whether the performance measure applicable to the
Award will be Return on Equity or Return on Assets; and

(b) The Threshold Performance, the Target Performance and
the Maximum Performance under such performance measure for the Performance
Period.

6.3 Vesting. Subject to Section 6.6, an Award to a Participant
with respect to a Performance Period shall vest on the last day of the
Company's last fiscal year in the Performance Period.

6.4 Final Award Number. As soon as practicable after the
completion of the Performance Period with respect to which an Award has
been made, the Committee shall certify in writing (or otherwise evidence
such action in a manner that complies with requirements relating to the
performance-based exception under Section 162(m) of the Code) the Average
Return on Equity or Average Return on Assets of the Company, as the case
may be, for the Performance Period. The Committee shall also certify in
writing (or otherwise evidence such action in a manner that complies with
requirements relating to the performance-based exception under Section
162(m) of the Code) the comparison of such performance with the Threshold
Performance, Target Performance and Maximum Performance for the
Performance Period. A Final Award Number of Performance Share Units for
the Performance Period shall be calculated for each recipient of an Award
for such Performance Period by multiplying such Participant's Target Award
Number for the Performance Period by a percentage determined in accordance
with the following table, subject to the additional conditions and
limitations set forth in this Section 6:

Actual Performance Applicable Percentage

Below Threshold Performance 0%
Threshold Performance 50%
Target Performance 100%
Maximum Performance 150%
Above Maximum Performance 150%

If the Company's performance falls between Threshold Performance and
Target Performance or between Target Performance and Maximum Performance,
then the applicable percentage shall be determined by linear interpolation
between the applicable points.

6.5 Payment of Award. As soon as practicable after the
determination of a Participant's Final Award Number for an Award, the
Company shall pay the Participant the value of the Final Award Number of
Performance Share Units. Such payment shall be made, in the sole
discretion of the Committee, in cash, Stock or a combination of cash and
Stock. Performance Share Units shall be paid in Stock by delivering one
share of Stock for each Performance Share Unit and shall be paid in cash
by valuing each Performance Share Unit at the Fair Market Value as of the
date on which the Company publicly reports its earnings for the last
fiscal year of the Company in the Performance Period. Upon such payment,
the Company shall have no further obligations in connection with the Award
granted with respect to the Performance Period.

6.6 Termination of Employment. A Participant whose employment
with the Company terminates prior to the date an Award to such Participant
has vested shall not be entitled to receive any payment hereunder in
respect of such unvested Award. Notwithstanding the foregoing sentence:

(a) The Committee may, in its sole discretion, provide for
the payment, in whole or in part, in respect of such unvested Award if the
Participant's employment with the Company terminates by reason of the
Participant's death or Disability. Such payment shall be made, in the
sole discretion of the Committee, in cash, Stock or a combination of cash
and Stock.

(b) In the event of a Participant's Retirement on or after
the date on which the first one-half of the Performance Period for an
Award has elapsed, the Participant shall be entitled to a payment in
respect of such Award if the Award would have resulted in a payment to the
Participant (i) under Sections 6.4 and 6.5 had the Participant been an
employee at the end of the Performance Period or (ii) under Section 6.6(c)
had the Participant been an employee at the date of a Change of Control.
The amount of the payment shall be the amount determined in accordance
with Sections 6.4 and 6.5 or Section 6.6(c), as the case may be,
multiplied by a fraction, the numerator of which is the number of months
that the Participant was an employee during the Performance Period and the
denominator of which is the number of months in the Performance Period
(or, in the case of a Change of Control, the number of months in the
Performance Period prior to the Change of Control). Such payment shall be
made in the form and at the time contemplated by Section 6.5 or Section
6.6(c), as the case may be.

(c) If there is a Change of Control during a Performance
Period and while a Participant is an employee, then (i) each Award of the
Participant not vested shall be deemed vested as of the date of such
Change of Control, (ii) the Final Award Number for each such Award shall
be deemed equal to the Target Award Number for such Award and (iii) as
soon as practicable thereafter, the Company shall pay to such Participant
the value of the Final Award Number of Performance Share Units for each
such Award, in cash, in an amount per Performance Share Unit equal to the
Fair Market Value as of the date of the Change of Control; provided,
however, that the foregoing shall not operate to reduce or increase any
amounts payable by the Company in respect of Performance Share Units
relating to any Performance Period that has ended prior to the occurrence
of the Change in Control.

6.7 No Rights. Unless and until shares of Stock are issued and
payments are made to a Participant with respect to an Award, the
Participant shall have no interest or rights as a result of such Award in
or to any specific assets or property of the Company or any shares of
Stock, and the Participant shall have no right to vote any shares of Stock
or to dividends paid on Stock as a result of such Award.

6.8 Other Terms. The Committee may, in its sole discretion,
establish additional or different terms and conditions with respect to any
Award to any or all Participants. Without limiting the foregoing, the
Committee may impose goals based upon growth in earnings per share, Stock
price appreciation and/or cash flow in addition to, or in lieu of, a
Return on Equity or Return on Assets goals.

Section 7. Beneficiary Designation

7.1 Beneficiary Designation. Each Participant may, from time
to time, name any beneficiary or beneficiaries (who may be named
contingently or successively) to whom any benefit under the Plan is to be
paid in case of the Participant's death before he or she receives any or
all of such benefit. Each designation will revoke all prior designations
by the same Participant, shall be in a form prescribed by the Committee
and will be effective only when filed by the Participant in writing with
the Committee during the lifetime of the Participant. In the absence of
any such designation, benefits remaining unpaid at the Participant's death
shall be paid to the estate of the Participant.

Section 8. Rights of Employees

8.1 Employment. Nothing in the Plan shall interfere with or
limit in any way the right of the Company to terminate any Participant's
employment at any time nor confer upon any Participant any right to
continue in the employ of the Company.

8.2 Participation. No employee shall have a right to be
selected as a Participant or, having been so selected, to be selected
again as a Participant. The preceding sentence shall not be construed or
applied so as to deny an employee any Participation in the Plan solely on
the basis that the employee was a Participant in connection with a prior
grant of benefits under the Plan.

Section 9. Administration; Powers and Duties of the Committee

9.1 Administration. The Committee shall be responsible for the
administration of the Plan. The Committee, by majority action thereof, is
authorized to interpret the Plan, to prescribe, amend, and rescind rules
and regulations relating to the Plan, to provide for conditions and
assurances deemed necessary or advisable to protect the interests of the
Company, and to make all other determinations necessary or advisable for
the administration of the Plan, but only to the extent not contrary to the
express provisions of the Plan. Determinations, interpretations, or other
actions made or taken by the Committee pursuant to the provisions of the
Plan shall be final and binding and conclusive for all purposes and upon
all persons whomsoever.

9.2 Change of Control. If the receipt of any payment by a
Participant under the Plan would, taking into account other amounts
payable to the Participant, result in the payment by the Participant of
any excise tax provided for in Section 280G and Section 4999 of the Code,
then the amount of such payment shall be reduced to the extent required to
prevent the imposition of such excise tax.

9.3 Amendment, Modification and Termination of Plan. The Board
may at any time terminate, and from time to time may amend or modify the
Plan, provided, however, that no such action of the Board, without
approval of the stockholders, may:

(a) Increase the amount of Stock which may be issued under the
Plan in total or to any individual, except as provided in Section 4.1
and Section 4.3.

(b) Increase the number of Performance Share Units that may be
earned under the Plan in total or by any individual, except as
provided in Section 4.1 and Section 4.3.

(d) Extend the period during which Awards may be granted.

(e) Change the class of individuals eligible to receive Awards.

No amendment, modification or termination of the Plan shall in any manner
adversely affect any Awards theretofore granted under the Plan, without
the consent of the Participant.

Section 10. Tax Withholding

10.1 Tax Withholding. Whenever shares of Stock are to be issued
under the Plan, the Company shall have the power to require the recipient
of the Stock to remit to the Company an amount sufficient to satisfy
federal, state and local withholding tax requirements prior to issuance of
the certificate for shares of Stock.

Section 11. Requirements of Law

11.1 Requirements of Law. The granting of Awards, and the
issuance of shares of Stock pursuant to Awards, shall be subject to all
applicable laws, rules and regulations, and to such approvals by any
governmental agencies or national securities exchanges as may be required.

11.2 Governing Law. The Plan, and all agreements hereunder,
shall be construed in accordance with and governed by the laws of the
State of Wisconsin.

EXHIBIT 10.13

KEY EXECUTIVE EMPLOYMENT AND SEVERANCE AGREEMENT

THIS AGREEMENT, made and entered into as of the 2nd day of
September, 1994, by and between OSHKOSH TRUCK CORPORATION, a Wisconsin
corporation (hereinafter referred to as the "Company") and Robert G. Bohn
(hereinafter referred to as "Executive"):

W I T N E S S E T H :

WHEREAS, the Executive is employed by the Company in a key executive
capacity and possesses intimate knowledge of the business and affairs of
the Company; and

WHEREAS, the Company desires to insure, insofar as possible, that it
will continue to have the benefit of the Executive's services and to
protect its confidential information and goodwill; and

WHEREAS, the Company recognizes that circumstances may arise in which
a change in the control of the Company through acquisition or otherwise
occurs, thereby causing uncertainty of employment without regard to the
Executive's competence or past contributions which uncertainty may result
in the loss of valuable services of the Executive to the detriment of the
Company and its shareholders, and the Company and the Executive wish to
provide reasonable security to the Executive against changes in the
Executive's relationship with the Company in the event of any such change
in control; and

WHEREAS, both the Company and the Executive are desirous that any
proposal for a change in control or acquisition will be considered by the
Executive objectively and with reference only to the business interests of
the Company and its shareholders; and

WHEREAS, the Executive will be in a better position to consider the
Company's best interests if the Executive is afforded reasonable security,
as provided in this Agreement, against altered conditions of employment
which could result from any such change in control or acquisition.

NOW, THEREFORE, in consideration of the foregoing and of the mutual
covenants and agreements hereinafter set forth, the parties hereto
mutually covenant and agree as follows:

1. Definitions.

(a) Act. For purposes of this Agreement, the term "Act" means the
Securities Exchange Act of 1934.

(b) Base Period Income. For purposes of this Agreement, the term
"Base Period Income" shall be an amount equal to the Executive's
Annualized Includible Compensation for the Base Period as defined in
Section 280G(d)(1) and (2) of the Code (as hereinafter defined).

(c) Cause. "Cause" for termination by the Company of the
Executive's employment after a Change of Control of the Company (as
hereinafter defined) shall, for purposes of this Agreement, be limited to
(i) the engaging by the Executive in willful and intentional conduct which
has caused demonstrable and serious injury to the Company, monetary or
otherwise, as evidenced by a determination in a binding and final
judgment, order or decree of a court or administrative agency of competent
jurisdiction, in effect after exhaustion or lapse of all rights of appeal,
in an action, suit or proceeding, whether civil, criminal, administrative
or investigative; (ii) conviction of a felony, as evidenced by binding and
final judgment, order, or decree of a court of competent jurisdiction, in
effect after exhaustion or lapse of all right of appeal; and (iii) willful
and unreasonable neglect or refusal by the Executive to perform the
Executive's duties or responsibilities (unless significantly changed
without the Executive's consent).

(d) Change in Control of the Company. For purposes of this
Agreement, a "Change in Control of the Company" shall mean a change in
control of a nature that would be required to be reported in response to
Item 5(f) of Schedule 14A of Regulation 14A promulgated under the Act, as
amended; provided that, without limitation, such a change in control shall
be deemed to have occurred (i) if any Person (as hereinafter defined),
other than the Company or any Person who on the date hereof is a director
or officer of the Company, is or becomes the "beneficial owner" (as
defined in Rule 13d-3 under the Act, as amended), directly or indirectly
of securities of the Company representing 25% of the combined voting power
of the Company's then outstanding securities; or (ii) during any period of
two consecutive years during the term of this Agreement, individuals who,
at the beginning of such period, constituted the Board of Directors of the
Company cease, for any reason, to constitute at least a majority thereof,
unless the election or nomination for election of each new director was
approved by a vote of at least two-thirds of the directors then still in
office who were directors at the beginning of the period.

(e) Code. For purposes of this Agreement, the term "Code" means the
Internal Revenue Code of 1986, including any amendments thereto or
successor tax codes thereof.

(f) Employment Period. For purposes of this Agreement, the term
"Employment Period" means a period commencing on the date of a Change of
Control of the Company, and ending on the earlier of the third anniversary
of such date or the Executive's Normal Retirement Date.

(g) Good Reason. For purposes of this Agreement, the Executive
shall have a "Good Reason" for termination of employment after a Change
in Control of the Company in the event of:

(i) any breach of this Agreement by the Company, including
specifically any breaches by the Company of its agreements contained in
Section 4 hereof.

(ii) the removal of the Executive from or any failure to re-
elect the Executive to any of the positions held on the date of the Change
in Control of the Company or any other positions to which the Executive
shall thereafter be elected or assigned except in the event that such
removal or failure to re-elect relates to the termination by the Company
of the Executive's employment for Cause or by reason of disability
pursuant to Section 12 hereof;

(iii) a good faith determination by the Executive that there has
been a significant adverse change, without the Executive's written
consent, in working conditions or status, including but not limited to (A)
a significant change in the nature or scope of the Executive's authority,
powers, functions, duties or responsibilities, or (B) a reduction in the
level of support services, staff, secretarial and other assistance, office
space and accoutrements available to a level below that which is
reasonably necessary for the performance of such duties.

(iv) any voluntary termination of employment by the Executive
following the first anniversary of the Change in Control of the Company.

(h) Person. For purposes of this Agreement, "Person" shall mean any
individual, partnership, joint venture, association, trust, corporation or
other entity (including a "group" as defined in Section 13(d)(3) of the
Act).

(i) Normal Retirement Date. For purposes of this Agreement, the
term "Normal Retirement Date" means Normal Retirement Date as defined in
the Oshkosh Truck Corporation Retirement Plan for Salaried Employees.

(j) Termination Date. For purposes of this Agreement, except as
otherwise provided in Section 10(b) hereof, the term "Termination Date"
means (i) if the Executive's employment is terminated by the Executive's
death, the date of death; (ii) if the Executive's employment is terminated
by reason of voluntary early retirement, the agreed upon date of such
early retirement; (iii) if the Executive's employment is terminated by
reason of disability, thirty (30) days after the delivery of the Notice of
Termination unless the Executive shall, prior to the expiration of such
period, have returned to the performance of the Executive's duties on a
full-time basis; (iv) if the Executive's employment is terminated by the
Executive voluntarily other than for Good Reason the date of the Notice of
Termination; and (v) if the Executive's employment is terminated by the
Company other than by reason of disability, or by the Executive for Good
Reason, thirty (30) days after the delivery of the Notice of Termination;
provided, that if termination is for Cause pursuant to Section 1(c)(iii)
of this Agreement, that the conduct constituting such Cause as described
by the Company in its Notice of Termination has not been cured by the
Executive within such thirty (30) day period. Notwithstanding the
foregoing, the Termination Date shall be delayed as follows: (A) if,
within any period referred to above following receipt of a Notice of
Termination the party receiving the Notice of Termination notifies the
other party in good faith that a dispute exists concerning the
termination, the Termination Date shall be the earlier of the date on
which the dispute is finally determined, either by mutual written
agreement of the parties, by a binding and final arbitration award or the
end of the Employment Period and (B) if the opinion required to be
delivered pursuant to Section 9(b)(ii) hereof shall not have been
delivered, the Termination Date shall be the earlier of the date on which
such opinion is delivered or the end of the Employment Period.

2. Termination or Cancellation Prior to Change in Control. The
Company and the Executive shall each retain the right to terminate the
employment of the Executive at any time prior to a Change in Control of
the Company. In the event the Executive's employment is terminated prior
to a Change in Control of the Company this Agreement shall be terminated
and canceled and of no further force and effect and any and all rights and
obligations of the parties hereunder shall cease.

3. Employment Period. If a Change in Control of the Company occurs
when the Executive is employed by the Company, the Company will continue
thereafter to employ the Executive during the Employment Period, and the
Executive will remain in the employ of the Company, in accordance with the
terms and provisions of this Agreement.

4. Duties. During the Employment Period, the Executive shall, in the
same capacities and positions held by the Executive at the time of such
Change in Control of the Company or in such other capacities and positions
as may be agreed to by the Company and the Executive in writing, devote
the Executive's best efforts and all of the Executive's business time,
attention and skill to the business and affairs of the Company, as such
business and affairs now exist and as they may hereafter be conducted. The
services which are to be performed by the Executive hereunder are to be
rendered in the same metropolitan area in which the Executive was
employed at the time of such Change in Control, or in such other place or
places as shall be mutually agreed upon in writing by the Executive and
the Company from time to time. Without the Executive's consent the
Executive shall not be required to be absent from the metropolitan area
more than 45 days in any fiscal year.

5. Compensation. During the Employment Period, the Executive shall
be compensated as follows:

(a) The Executive shall receive, at such intervals and in accordance
with such standard policies as may be in effect on the date of the Change
in Control of the Company, an annual salary not less than the Executive's
annual salary as in effect as of the date of the Change in Control of the
Company, subject to adjustment as herein-after provided;

(b) The Executive shall be reimbursed, at such intervals and in
accordance with such standard policies as may be in effect on the date of
the Change in Control of the Company, for any and all monies advanced in
connection with the Executive's employment for reasonable and necessary
expenses incurred by the Executive on behalf of the Company, including
travel expenses;

(c) The Executive shall be included to the extent eligible thereunder
in any and all plans providing general benefits for the Company's
employees, including but not limited to, group life insurance,
hospitalization, disability, medical, dental, pension, profit sharing and
stock bonus plans and be provided any and all other benefits and
perquisites made available to other employees of comparable status and
position, at the expense of the Company on a comparable basis;

(d) The Executive shall receive annually not less than the amount of
paid vacation and not fewer than the number of paid holidays received
annually immediately prior to the Change in Control of the Company or such
greater amount of paid vacation and number of paid holidays as may be made
available annually to other employees of comparable status and position
with the Company and;

(e) The Executive shall be included in all plans providing special
benefits to senior executives, including but not limited to bonus,
deferred compensation, incentive compensation, supplemental pension, stock
option, stock appreciation, stock bonus and similar or comparable plans
extended by the Company from time to time to senior corporate officers,
key employees and other employees of comparable status.

6. Annual Compensation Adjustments. During the Employment Period the
Board of Directors of the Company or an appropriate committee thereof will
consider and appraise, at least annually, the contributions of the
Executive to the Company's operating efficiency, growth, production and
profits, and, in accordance with past practice, due consideration shall be
given to the upward adjustment of the Executive's compensation rate, at
least annually, commensurate with increases generally given to other
senior corporate officers and key employees and as the scope and success
of the Company's operations or the Executive's duties expand.

7. Termination For Cause or Without Good Reason. If, during the
Employment Period, the Executive's employment is terminated for Cause, or
if the Executive voluntarily terminates the Executive's employment other
than for Good Reason, any such termination to be subject to the procedures
set forth in Section 13 hereof, then the Executive shall be entitled to
receive only Accrued Benefits pursuant to Section 9 hereof.

8. Termination Giving Rise to a Termination Payment.

(a) If, during the Employment Period, the Executive's employ-
ment is terminated by the Executive for Good Reason or by the Company
other than by reason of death or disability or Cause, then the Executive
shall be entitled to receive and the Company shall promptly pay Accrued
Benefits and, in lieu of further salary payments for periods following the
Termination Date, as liquidated damages and severance pay, a Termination
Payment.

(b) If, during the Employment Period, the Executive's employment is
terminated and the Executive is entitled to Accrued Benefits and a
Termination Payment, then the Executive shall continue to be covered at
the expense of the Company by the same or equivalent hospital, medical,
dental, accident, disability and life insurance coverage as Executive was
covered by immediately prior to the date the Notice of Termination is
received until the earlier of the expiration of the Employment Period or
until the Executive has obtained new employment and thereby becomes
eligible for comparable benefits.

9. Payments Upon Termination.

(a) Accrued Benefits. For purposes of this Agreement, the Executive's
Accrued Benefits shall include the following amounts, payable as described
herein: (i) All salary earned or accrued through the Termination Date;
(ii) reimbursement for any and all monies advanced in connection with the
Executive's employment for reasonable and necessary expenses incurred by
the Executive through the Termination Date; (iii) any and all other cash
benefits previously earned through the Termination Date and deferred at
the election of the Executive or pursuant to any deferred compensation
plans then in effect; (iv) a lump sum payment of the bonus or incentive
compensation otherwise payable to the Executive with respect to the year
in which termination occurs under any bonus or incentive compensation plan
or plans in which the Executive is a participant; and (v) all other
payments and benefits (other than severance payments) to which the
Executive may be entitled under the terms of any benefit plan of, or
individual employment contract with, the Company. Payment of Accrued
Benefits shall be made promptly in accordance with the Company's
prevailing practice with respect to Subsections (i) and (ii), or with
respect to Subsections (iii), (iv) and (v) pursuant to the terms of the
benefit plan or contract establishing such benefits.

(b) Termination Payment.

(i) For purposes of this Agreement and subject to the limits set
forth in Section 9(b)(ii) hereof, the Executive's Termination Payment
shall be an amount equal to (A) the Executive's annual salary, as in
effect on the date of the Change in Control of the Company as adjusted
upward, from time to time, pursuant to Section 6 hereof plus (B) the
amount of the highest annual bonus award paid to the Executive with
respect to the three years preceding the Termination Date (the aggregate
amount set forth in (A) and (B) hereof shall hereafter be referred to as
"Annual Cash Compensation"), times the number of years (rounded to the
nearest one-twelfth) remaining in the Employment Period determined as of
the date the Notice of Termination is received, provided, however, that
such amount shall not be less than the amount of Executive's Annual Cash
Compensation. The Termination Payment shall be payable in one of two
alternative methods as determined pursuant to Sec. 17 hereof, either (x)
in a lump sum within ten (10) days of the (y) Date hereunder or in 36
equal and consecutive monthly installments with the first such installment
due and payable on the first business day of the month immediately
following the Termination Date. Such Termination Payment shall not be
reduced by any present value or similar factor, and the Executive shall
not be required to mitigate the amount of such payment by securing other
employment or otherwise, nor will such payment be reduced by reason of the
Executive securing other employment or for any other reason. The
Termination Payment shall be paid in lieu of any severance pay due to the
Executive pursuant to any severance or employment agreement with or
severance payment plan of the Company.

(ii) Notwithstanding any other provision of this Agreement, if any
portion of the Termination Payment or any other payment under this
Agreement, or under any other agreement with or plan of the Company (in
the aggregate "Total Payments") would constitute an "excess parachute
payment," then the Total Payments to be made to the Executive shall be
reduced such that the value of the aggregate Total Payments that the
Executive is entitled to receive shall be One Dollar ($1) less than the
maximum amount which the Executive may receive without becoming subject to
the tax imposed by Section 4999 of the Code or which the Company may pay
without loss of deduction under Section 280G(a) of the Code. For purposes
of this Agreement, the terms "excess parachute payment" and "parachute
payments" shall have the meanings assigned to them in Section 280G of the
Code, and such "parachute payments" shall be valued as provided therein.
Within sixty days following delivery of the Notice of Termination or
notice by the Company to the Executive of its belief that there is a
payment or benefit due the Executive which will result in an excess
parachute payment as defined in Section 280G of the Code, the Executive
and the Company, at the Company's expense, shall obtain the opinion of
such legal counsel, which need not be unqualified, as the Executive may
choose, which sets forth (a) the amount of the Base Period Income of the
Executive, (b) the present value of Total Payments and (c) the amount and
present value of any excess parachute payments. The opinion of such legal
counsel shall be supported by the opinion of a certified public accounting
firm and, if necessary, a firm of recognized executive compensation
consultants. Such opinion shall be binding upon the Company and the
Executive. In the event that such opinion determines that there would be
an excess parachute payment, the Termination Payment hereunder or any
other payment determined by such counsel to be includible in Total
Payments shall be reduced or eliminated as specified by the Executive in
writing delivered to the Company within thirty days of his receipt of such
opinion or, if the Executive fails to so notify the Company, then as the
Company shall reasonably determine, so that under the bases of
calculations set forth in such opinion there will be no excess parachute
payment. The provisions of this sub- paragraph 9(b)(ii), including the
calculations, notices and opinion provided for herein shall be based upon
the conclusive presumption that (x) the compensation and benefits provided
for in Section 5 hereof and (y) any other compensation, including but not
limited to the Accrued Benefits, earned prior to the Termination Date by
the Executive pursuant to the Company's compensation programs if such
payments would have been made in the future in any event, even though the
timing of such payment is triggered by the Change in Control or the
Termination Date, are reasonable.

(iii) If, notwithstanding the provisions of subparagraph (ii) of
this Section 9(b), it is ultimately determined by a court or pursuant to a
final determination by the Internal Revenue Service that any portion of
Total Payments is subject to excise tax under Section 4999 of the Code,
the Executive shall be entitled to receive a lump-sum payment sufficient
to place the Executive in the same net after-tax position, computed by
using the Special Tax Rate as such term is defined below, that the
Executive would have been in had such payment not been subject to such
excise tax and had the Executive not incurred any interest charges or
penalties in respect of the imposition of such excise tax. For purposes of
this Agreement, the Special Tax Rate shall be the highest effective
federal and state marginal tax rates applicable to the Executive in the
year the payment contemplated under this paragraph is made.

(iv) In the event that the provisions of Sections 280G and 4999
of the Code are repealed, Sections 9(b)(ii) and 9(b)(iii) shall be of no
further force or effect.

10. Death. If the Executive shall die during the Employment Period,
the Executive's employment shall terminate and the Executive's estate,
heirs and beneficiaries shall receive all the Executive's Accrued Benefits
through the Termination Date.

11. Retirement. If, during the Employment Period, the Executive and
the Company shall execute an agreement providing for the early retirement
of the Executive from the Company, or the Executive shall otherwise
voluntarily choose to retire early from the Company, the Executive shall
receive Accrued Benefits through the Termination Date, provided, that if
the Executive's employment is terminated by the Executive for Good Reason
or by the Company other than by reason of death, disability or Cause and
the Executive also, in connection with such termination, elects voluntary
early retirement, the Executive shall also be entitled to receive a
Termination Payment pursuant to Section 8(a) hereof.

12. Termination for Disability. If, during the Employment Period, as
a result of the Executive's disability due to physical or mental illness
or injury (regardless of whether such illness or injury is job-related),
the Executive shall have been absent from the Executive's duties hereunder
on a full-time basis for six consecutive months, and within thirty (30)
days after the Company notifies the Executive in writing that it intends
to terminate the Executive's employment, the Executive shall not have
returned to the performance of the Executive's duties hereunder on a
full-time basis, the Company may terminate the Executive's employment
pursuant to the procedure set forth in Section 13 hereof. During the term
of the Executive's disability prior to termination, the Executive shall
continue to receive all salary and benefits payable under Section 5
hereof, including participation in all employee benefit plans and programs
in which the Executive was entitled to participate immediately prior to
the disability, provided that the Executive's continued participation is
possible under the general terms and provisions of such plans and
programs. In the event the Executive's employment is terminated on account
of the Executive's disability in accordance with this Section, the
Executive shall receive any Accrued Benefits in accordance with Section 9
hereof and shall remain eligible for all benefits provided by any long
term disability programs of the Company in effect at the time of such
termination.

13. Termination Notice and Procedure. Any termination by the
Company, or the Executive, of the Executive's employment during the
Employment Period shall be communicated by written Notice of Termination
to the Executive if such Notice is delivered by the Company and to the
Company if such Notice is delivered by the Executive, all in accordance
with the following procedures:

(a) The Notice of Termination shall indicate the specific termination
provision in this Agreement relied upon and shall set forth in reasonable
detail the facts and circumstances alleged to provide a basis for
termination.

(b) Any Notice of Termination by the Company shall be approved by a
resolution duly adopted by a majority of the directors of the Company (or
any successor corporation) then in office, specifying in detail the basis
for such termination.

(c) The Executive shall have 30 days or such longer period as the
Company may determine to be appropriate, to cure any conduct or act, if
curable, alleged to provide grounds for termination of the Executive's
employment under this Agreement.

(d) In the event that, within 30 days following the date of receipt
of the Notice of Termination, the opinion referred to in Section 9(b)(ii)
hereof shall not have been delivered or one party notifies the other that
a dispute exists concerning the termination, the Executive's employment
under this Agreement shall not be terminated until such determination is
delivered or until the dispute is finally resolved either by mutual
written agreement of the parties, or pursuant to a final arbitration award
in accordance with Section 22 hereof, as the case may be; provided,
however, that in no event shall such employment extend beyond the
Employment Period.

14. Further Obligations of the Executive.

(a) Competition. The Executive agrees that if, during the Employment
Period, the Executive's employment is terminated in a manner such that the
Executive will or has received a Termination Payment, the Executive shall
not, during the balance of the Employment Period, (i) act in a similar
capacity for any business enterprise which competes to a substantial
degree with the Company or (ii) without the prior written approval of the
Company's Board of Directors, participate in the management of any
business enterprise that engages in substantial competition with the
Company or its subsidiaries, where such enterprise's sales of any product
or service competitive with any products or service of the Company or its
subsidiaries amount to 10% of such enterprise's net sales for its most
recently completed fiscal year and the Company's consolidated net sales of
said product or service amount to 10% of the Company's consolidated net
sales for its most recently completed fiscal year; provided, however, that
nothing in this Section 14(a) shall prohibit the Executive from owning
stock or other securities of a competitor amounting to less than five
percent of the outstanding capital stock of such competitor.

(b) Confidential Information. During and following the Executive's
employment by the Company, the Executive shall hold in confidence and not
directly or indirectly disclose or use or copy or make lists of any
confidential information or proprietary data of the Company, except to the
extent authorized in writing by the Board of Directors of the Company or
required by any court or administrative agency, other than to an employee
of the Company or a person to whom disclosure is reasonably necessary or
appropriate in connection with the performance by the Executive of duties
as an executive of the Company. Confidential information shall not include
any information known generally to the public or any information of a type
not otherwise considered confidential by persons engaged in the same
business or a business similar to that of the Company. All records, files,
documents and materials or copies thereof, relating to the Company's
business which the Executive shall prepare, or use, or come into contact
with, shall be and remain the sole property of the Company and shall be
promptly returned to the Company upon termination of employment with the
Company.

15. Expenses and Interest. If, after a Change in Control of the
Company a good faith dispute arises with respect to the enforcement of the
Executive's rights under this Agreement or if any legal or arbitration
proceeding shall be brought in good faith to enforce or interpret any
provision contained herein, or to recover damages for breach hereof, the
Executive shall recover from the Company any reasonable attorney's fees
and necessary costs and disbursements incurred as a result of such
dispute, legal or arbitration proceeding, and prejudgment interest on any
money judgment or arbitration award obtained by the Executive calculated
at the rate of interest announced by FIRSTAR BANK MILWAUKEE, N.A., from
time to time as its prime rate from the date that payments to him should
have been made under this Agreement.

16. Payment Obligations Absolute. Except as set forth in Section 18
of this Agreement, the Company's obligation during and after the
Employment Period to pay the Executive the compensation and to make the
arrangements provided herein shall be absolute and unconditional and shall
not be affected by any circumstances, including, without limitation, any
setoff, counterclaim, recoupment, defense or other right which the Company
may have against him or anyone else. All amounts payable by the Company
hereunder shall be paid without notice or demand. Each and every payment
made hereunder by the Company shall be final and the Company will not seek
to recover all or any part of such payment from the Executive or from
whomsoever may be entitled thereto, for any reason whatsoever.

17. Election of Payment Alternatives. At any time prior to the
Termination Date, the Executive shall have the right to specify the
alternative method of payment of the Termination Payment to be used by
filing a written election thereof with the Secretary of the Company;
provided, however, if no election has been filed by the Executive prior to
the Term Date, the method of payment of the Term Payment shall be at the
option of the Board of Directors. If the Term Payment is made using the
installment method, the Company shall purchase a life insurance policy on
the life of the Executive prior to the first installment payment naming
the Company as beneficiary. Such insurance shall have a term of at least
37 months and shall provide proceeds in the event of the Executive's death
at least equal to the amount of remaining installment payments at the time
of the Executive's death. The Company shall not, however, be required to
purchase such life insurance policy if the total cost of such life
insurance policy exceeds the amount of the Termination Payment.

18. Successors.

(a) If the Company sells, assigns or transfers all or substantially
all of its business and assets to any Person, excluding affiliates of the
Company, or if the Company merges into or consolidates or otherwise
combines with any Person which is a continuing or successor entity, then
the Company shall assign all of its right, title and interest in this
Agreement as of the date of such event to the Person which is either the
acquiring or successor corporation, and such Person shall assume and
perform from and after the date of such assignment all of the terms,
conditions and provisions imposed by this Agreement upon the Company.
Failure of the Company to obtain such assignment shall be a breach of this
Agreement. In case of such assignment by the Company and of assumption and
agreement by such Person, all further rights as well as all other
obligations of the Company under this Agreement thenceforth shall cease
and terminate and thereafter the expression "the Company" wherever used
herein shall be deemed to mean such Person(s).

(b) This Agreement and all rights of the Executive shall inure to the
benefit of and be enforceable by the Executive's personal or legal
representatives, estates, executors, administrators, heirs and
beneficiaries. All amounts payable to the Executive under Sections 7, 10,
11 and 12 hereof if the Executive had lived shall be paid, in the event of
the Executive's death, to the Executive's estate, heirs and
representatives. All amounts still payable to the Executive, if any, under
Section 8 hereof on the date of the Executive's death shall be paid to the
Executive's estate, heirs and administrators our of the proceeds of the
life insurance policy referred to in Section 17 hereof, provided, however,
that if such life insurance policy is not obtained because the total cost
of the policy exceeds the amount of the Termination Payment, the Company
shall have no further obligation to make such payments after the
Executive's death. This Agreement shall inure to the benefit of, be
binding upon and be enforceable by, any successor, surviving or
resulting corporation or other entity to which all or sub-
stantially all of the Company's business and assets shall be
transferred. This Agreement shall not be terminated by the
voluntary or involuntary dissolution of the Company.

19. Enforcement. The provisions of this Agreement shall be regarded
as divisible, and if any of said provisions or any part hereof are
declared invalid or unenforceable by a court of competent jurisdiction,
the validity and enforceability of the remainder of such provisions or
parts hereof and the applicability thereof shall not be affected thereby.

20. Amendment. This Agreement may not be amended or modified at any
time except by written instrument executed by the Company and the
Executive.

21. Withholding. The Company shall be entitled to withhold from
amounts to be paid to the Executive hereunder any federal, state or local
withholding or other taxes or charges which it is from time to time
required to withhold. The Company shall be entitled to rely on an opinion
of counsel if any question as to the amount or requirement of any such
withholding shall arise.

22. Governing Law; Arbitration. This Agreement and the rights and
obligations hereunder shall be governed by and construed in accordance
with the laws of the State of Wisconsin. Any dispute arising out of this
Agreement shall be determined by arbitration in Milwaukee, Wisconsin under
the rules of the American Arbitration Association then in effect and
judgment upon any award pursuant to such arbitration may be enforced in
any court having jurisdiction thereof.

23. Notice. Notices given pursuant to this Agreement shall be in
writing and shall be deemed given when received and if mailed, shall be
mailed by United States registered or certified mail, return receipt
requested, addressee only, postage prepaid, if to the Company, to the
Board of Directors of Oshkosh Truck Corporation, Attention: Corporate
Secretary, 2307 Oregon St., Oshkosh, WI 54903, or if to the Executive, at
the address set forth below the Executive's signature line of this
Agreement, or to such other address as the party to be notified shall have
given to the other.

24. No Waiver. No waiver by either party at any time of any breach
by the other party of, or compliance with, any condition or provision of
this Agreement to be performed by the other party shall be deemed a waiver
of similar or dissimilar provisions or conditions at the same time or any
prior or subsequent time.

25. Headings. The headings herein contained are for reference only
and shall not affect the meaning or interpretation of any provision of
this Agreement.

IN WITNESS WHEREOF, the parties have executed this Agreement as of
the day and year first written above.

OSHKOSH TRUCK CORPORATION:

By: ____________________________
Name: R. Eugene Goodson
Title: Chairman & CEO

[CORPORATE SEAL] Attest: ________________________
Name: Connie S. Stellmacher
Title: Adm. Asst/Asst Corp Secretary

__________________________________(SEAL)
Name: Robert G. Bohn (Executive)
Address: 1225 Washington Ave
Oshkosh, WI 54901

EXHIBIT 13

Oshkosh Truck Corporation
1994 Anual Report
For The Year Ended September

["Shareholder Information" section]

Shareholder Information

Annual Meeting
The Annual Meeting of Shareholders of Oshkosh Truck Corporation will be
held on Monday, January 23, 1995, at 10:00 a.m. at the Oshkosh Hilton &
Convention Center, One North Main Street, Oshkosh, Wisconsin.

Stock Listing
Oshkosh Truck Corporation Class B common stock is quoted on the National
Market System of the National Association of Securities Dealers Automated
Quotations. The trading symbol is OTRKB.

Form 10-K
Copies of the company's Form 10-K as filed with the Securities and
Exchange Commission are available free of charge by written request to the
Chief Financial Officer of the company.

Transfer Agent and Registrar
Firstar Trust Company
P.O. Box 2077
Milwaukee, Wisconsin 53201

Independent Auditors
Ernst & Young, LLP
111 East Kilbourn Avenue, Suite 900
Milwaukee, Wisconsin 53202

Corporate Headquarters
2307 Oregon Street
Oshkosh, Wisconsin 54901

Mailing Address and Telephone
Oshkosh Truck Corporation
P.O. Box 2566
Oshkosh, Wisconsin 54903-2566
414-235-9151

<PAGE>
["Financial Highlights" section]

FINANCIAL HIGHLIGHTS

<TABLE>
<CAPTION>
Years ended September
(In thousands, except
per share amounts)
1994 1993 1992 1991 1990

<S> <C> <C> <C> <C> <C>
Net Shipments $691,508 $635,012 $640,566 $419,616 $453,122
Net Income (Loss) 13,054 1,063<F1> 8,771 755 (2,763)
Per Share 1.50 .12<F1> 1.01 .09 (.31)
Dividends Per Share
Class A .435 .435 .435 .435 .435
Class B .500 .500 .500 .500 .500
Total Assets 216,860 253,099 260,003 219,587 178,058
Expenditures For Property,
Plant, and Equipment 5,709 8,401 10,007 6,628 8,236
Depreciation 9,132 8,588 7,794 6,939 6,071
Working Capital 82,010 100,967 118,026 62,427 86,658
Long-Term Debt
(Less Current Maturities) 8,737 47,819 66,800 8,700 8,700
Shareholders' Equity 121,558 112,004 116,130 111,648 118,002
Per Share 13.96 12.89 13.37 12.86 13.10

Backlog 512,000 459,000 505,000 639,000 349,000

<FN>
<F1> After a charge of $4,088, or $.47 per share, to reflect the cumulative effect of change in method of accounting for
postretirement benefits.
</TABLE>

<PAGE>
["Management's Discussion and Analysis of
Results of Operations and Financial Condition" section]

Management's Discussion and Analysis of
Results of Operations and Financial Condition

Results of Operations
Year Ended September 30, 1994
Compared to Year Ended September 25, 1993

Net shipments were $691.5 million for fiscal 1994, an increase
of $56.5 million, compared to shipments of $635.0 million in fiscal 1993.
Net income for fiscal 1994 was $13.1 million ($1.50 per share) compared to
income, before cumulative effect of accounting change for the adoption of
Statement of Financial Accounting Standards (SFAS) No. 106, Employers'
Accounting for Post Retirement Benefits Other Than Pensions, of $5.2
million ($.59 per share) for fiscal 1993. Net income for fiscal 1993,
including the non-cash SFAS No. 106 accounting change of $4.1 million, was
$1.1 million ($.12 per share).

Net shipments of both commercial and defense products increased
compared to the previous year. Shipments to commercial markets increased
by $46.3 million to $265.3 million during fiscal 1994. The volume increase
resulted from higher shipments of construction, stripped motorized
chassis, and trailers compared to the previous year. Shipments of defense
products increased by $10.2 million to $426.2 million in fiscal 1994. The
fiscal 1994 shipments are comprised almost exclusively of shipments under
the Palletized Load System (PLS) and Heavy Equipment Transporter (HET)
contracts.

Production under the PLS and HET contracts more than offset
declines due to completion of other defense contracts during fiscal 1993.
The PLS and HET programs went to full rate production during fiscal 1993
while production of the Heavy Expanded Mobility Tactical Truck (HEMTT)
ended during fiscal 1993. The company also completed a contract for U.S.
Air Force snow removal equipment during fiscal 1993.

Defense export shipments were $3.9 million in fiscal 1994,
compared to $49.3 million in fiscal 1993. Commercial export shipments were
$16.5 million and $16.6 million, respectively, in fiscal 1994 and 1993.
Virtually all of the company's revenues are derived from customer orders
prior to commencing production.

Gross profits during fiscal 1994 were $88.0 million, or 12.7% of
shipments, up from $69.6 million, or 11.0% of shipments in fiscal 1993.
The improved margin performance is attributable to increased volume and
production efficiency.

Operating expenses increased 10.4% to $63.5 million, or 9.2% of
shipments in fiscal 1994, compared to $57.5 million, or 9.1% of shipments
during fiscal 1993. Fiscal 1994 includes charges of $3.1 million relating
to a reduction of work force in anticipation of lower levels of future
business. The remaining increased operating expense is due to increased
volume in fiscal 1994 compared to a year earlier.

Interest expense, net of interest income, decreased to $1.3
million, compared to $4.1 million during fiscal 1993. This decrease is due
to decreased working capital requirements throughout fiscal 1994.
The effective income tax rate for combined federal and state income taxes
for fiscal 1994 was 40.5%. This compares to 35.0% in fiscal 1993. The
lower rate in fiscal 1993 is due to proportionately higher export
shipments and a lower federal statutory rate.

Results of Operations
Year Ended September 25, 1993
Compared to Year Ended September 30, 1992

Net shipments were $635.0 million for fiscal 1993, compared to
shipments of $640.6 million in fiscal 1992. Income, before cumulative
effect of accounting change for the adoption of Statement of Financial
Accounting Standards (SFAS) No. 106 "Employers' Accounting for
Postretirement Benefits Other Than Pensions," was $5.2 million ($.59 per
share). Net income for fiscal 1993 including the non-cash SFAS No. 106
accounting charge of $4.1 million, was $1.1 million ($.12 per share). This
compares to net income of $8.8 million ($1.01 per share) for fiscal 1992.

Net shipments of commercial products increased in fiscal 1993
which offset a decline in defense products. Shipments of commercial
products increased $34.1 million, totaling $219.0 million in fiscal 1993.
All commercial product lines had increased shipments during the year.

Shipments of defense products to the U.S. Government and foreign
governments decreased to $416.0 million in fiscal 1993 from $455.7 million
during fiscal 1992. The company's defense business consists of major
contracts with the U.S. Department of Defense and periodic contracts with
foreign governments. During fiscal 1993, the company had shipments to the
U.S. Department of Defense, net of Foreign Military Sales (FMS), of $366.7
million, compared to $290.1 million the previous year. Production of the
Palletized Load System (PLS) and the Heavy Equipment Transporter (HET)
more than offset declines resulting from completion of other contracts.
The PLS and HET programs went to full rate production during fiscal 1993,
while production of the Heavy Expanded Mobility Tactical Truck (HEMTT)
ended. During the year, the company also completed a contract for U.S. Air
Force snow removal equipment and a contract during fiscal 1992 for
aircraft refuelers.

Defense export shipments, including FMS, were $49.3 million in
fiscal 1993, down from $165.6 million the previous year. Fiscal 1992
shipments were substantially made up of a major export order for HET
trucks and trailers which the company began delivering late in fiscal
1991.

Virtually all of the company's revenues are derived from firm
customer orders prior to commencing production.

Gross profits increased 3.2% to $69.6 million in fiscal 1993,
inclusive of non-recurring costs of $2.9 million pertaining to settlement
with the U.S. Government of long standing cost accounting issues. This
compares to $67.5 million the previous year. As a percentage of shipments,
gross profits were 11.0% in the current year, compared to 10.5% during
fiscal 1992. This is due to the increased level of PLS and HET shipments
which had higher margins. Margin contributions of commercial products also
improved due to increased volumes and production efficiencies.
Operating expenses increased 10.5% to $57.5 million in fiscal 1993,
compared to $52.0 million the previous year, due largely to costs
associated with development of commercial markets.

Interest expense, net of interest income, increased to $4.1
million from $2.9 million the previous year. This increase is attributable
to increased working capital needs throughout much of the current year.
The effective income tax rate for combined federal and state income taxes
for fiscal 1993 was 35.0%, compared to 29.1% the previous year. The lower
rate in fiscal 1992 is attributable to tax benefits related to export
shipments.

Liquidity and Capital Resources

Working capital was $82.0 million at year-end fiscal 1994,
compared to $101.0 million for fiscal 1993. This decrease is due to
reduction in accounts receivable levels to normal levels compared to a
year earlier. Inventory levels declined $13.9 million, or 20.2% at
September 30, 1994, compared to the 1993 fiscal year. Cash and cash
equivalents increased to $15.8 million at September 30, 1994, from $0.6
million at year-end fiscal 1993.

The company achieved favorable cash flow performance in fiscal
1994, generating $64.3 million in cash provided by operations. This funded
dividend payments of $4.3 million, a reduction in long-term debt of $39.1
million to $8.7 million at September 30, 1994, and capital additions and
investing activities of $5.8 million.

During the prior year, operating activities generated $38.4
million of cash due to production efficiency and decreased working capital
needs. Payment of dividends, capital additions and investing activities
required $4.3 million and $13.8 million, respectively. Borrowings under
the long-term debt facility were reduced by $19.9 million during fiscal
1993.

The company believes its internally generated cash flow,
supplemented by progress payments when applicable, and the existing credit
facilities will be adequate to meet working capital and other operating
and capital requirements in the foreseeable future.

The company is dependent on its shipments of defense products to
the U.S. Government as evidenced by shipments of 62% and 66% of total
shipments during fiscal 1994 and 1993, respectively. Substantial decreases
in the company's level of defense business from the current level could
have an adverse effect on the company's profitability. The company is
anticipating a lower level of sales to the U.S. Government in fiscal 1995
due to the completion of the HET contract in September 1994. The PLS
contract will remain in production through August 1996. Additional orders
could increase the rate of production or extend the period of production.
The company remains optimistic about its defense business prospects.

Inflation

The company believes that the risks of inflation are minimized
by the nature of its businesses. All revenue derived by the company from
its contracts with the U.S. Government were received under firm
fixed-price contracts. The company prices major government programs and
contracts on a current basis that takes into account cost increases
expected to occur during performance of the contract. Generally, major
suppliers receive terms from the company similar to what the company
receives under its contracts with the U.S. Government. Commercial business
is performed on the basis of pricing specific orders. Any impact from
inflation will be minimized by the company's ability to include
inflationary cost increases in prices.

Backlog

The company's backlog at year-end fiscal 1994 was $512 million,
compared to $459 million the previous year. The change in backlog
represents delivery of products on long-term contracts net of additional
funding received. Backlog on U.S. Government contracts comprises $448
million of the year-end backlog with the remainder being commercial.

Environmental

The company continues to be engaged in environmental monitoring
activities that include both investigation and remediation. The company
does not anticipate that costs relating to environmental activities will
have a material adverse impact on the company's financial condition.

<PAGE>
[consolidated financial statements section]

Consolidated Balance Sheet

September 30, 1994, and September 25, 1993
(In thousands, except share and per share amounts)

Assets 1994 1993
Current assets:
Cash and cash equivalents $ 15,836 $ 592
Receivables, net of allowance for
doubtful accounts of $531 and $677
at September 30, 1994 and
September 25, 1993, respectively
(Note 2) 65,926 97,429
Inventories (Note 3) 54,909 68,801
Prepaid expenses 6,334 5,672
Refundable income taxes 801 --
Deferred income taxes (Note 4) 8,156 6,166
------- -------
Total current assets 151,962 178,660

Deferred charges (Note 1) 2,884 8,128
Deferred income taxes (Note 4) 626 --
Other assets (Note 1) 10,887 11,887
Property, plant, and equipment:
Land and improvements 7,944 7,788
Buildings 34,364 33,302
Machinery and equipment 71,389 68,580
------- -------
113,697 109,670
Less accumulated depreciation 63,196 55,246
------- -------
Net property, plant,
and equipment 50,501 54,424
------- -------
Total assets $216,860 $253,099
======= =======

Liabilities and shareholders' equity
Current liabilities:
Accounts payable $ 37,973 $ 52,881
Federal excise taxes 1,550 774
Payroll-related obligations 6,484 6,127

Accrued warranty 6,788 4,542
Income taxes -- 620
Other liabilities 17,157 12,749
-------- -------
Total current liabilities 69,952 77,693

Long-term debt (Note 5) 8,737 47,819
Postretirement benefit obligations (Note 7) 8,159 7,726
Other long-term liabilities (Note 1) 8,454 7,094
Deferred income taxes (Note 4) -- 763
Commitments and contingencies (Notes 1, 5
and 6)
Shareholders' equity (Notes 7 and 9):
Preferred stock, par value $.01 per share,
authorized 2,000,000 shares, none issued -- --
Common stock, par value $.01 per share:
Class A, authorized 1,000,000 shares,
issued and outstanding 449,370 shares 4 4
Class B, authorized 18,000,000 shares,
issued 8,558,795 shares 86 86
Additional paid-in capital 7,623 7,399
Retained earnings 116,890 108,158
------- -------
124,603 115,647

Less: Cost of Class B common
stock in treasury; 300,367 and
321,117 shares in 1994 and 1993,
respectively 2,591 2,767

Pension liability adjustment (Note 7) 454 876
------- -------
Total shareholders' equity 121,558 112,004
------- -------
Total liabilities and shareholders'
equity $216,860 $253,099
======== =======

See accompanying notes

<PAGE>
Consolidated Statement of Operations and Retained Earnings

Years ended September 30, 1994, September 25, 1993, and September 30, 1992
(In thousands, except share and per share amounts)

1994 1993 1992

Net shipments (Note 8) $691,508 $635,012 $640,566
Cost of goods sold 603,537 565,410 573,094
------- ------- -------
Gross profit 87,971 69,602 67,472

Operating expenses:
Selling, general and
administrative 55,285 46,570 41,111
Engineering, research
and development 8,205 10,958 10,936
------- ------- -------
Total operating expenses 63,490 57,528 52,047
------- ------- -------
Income from operations 24,481 12,074 15,425

Other income (expense):
Interest expense (1,769) (4,232) (3,463)
Interest income 432 106 598
Miscellaneous, net (1,193) (24) (188)
-------- ------- -------
(2,530) (4,150) (3,053)
-------- ------- -------
Income before income taxes
and cumulative effect of
change in accounting principle 21,951 7,924 12,372

Provision for income taxes
(Note 4) 8,897 2,773 3,601
-------- ------- -------
Income before cumulative effect
of change in accounting
principle 13,054 5,151 8,771

Cumulative effect of change in
method of accounting for
postretirement benefits, net
of tax benefit of $2,726 -- 4,088 --
-------- ------- -------
Net income 13,054 1,063 8,771

Retained earnings at beginning
of year 108,158 111,410 106,954

Cash dividends (Note 9):
Class A common ($.435 per
share each year) (195) (196) (196)
Class B common ($.500 per
share each year) (4,127) (4,119) (4,119)
-------- -------- --------
Retained earnings at end of
year $116,890 $108,158 $ 111,410
======== ======= =======

Earnings per common share:
Before cumulative effect of
accounting change $ 1.50 $ .59 $ 1.01
Cumulative effect of change
in method of accounting
for postretirement benefits,
net of taxes -- (.47) --
--------- --------- --------
Net income $ 1.50 $ .12 $ 1.01
========= ========= ========

See accompanying notes

<PAGE>
Consolidated Statement of Cash Flows

Years ended September 30, 1994, September 25, 1993, and September 30, 1992
(In thousands, except share and per share amounts)

1994 1993 1992
Operating activities:
Net income $ 13,054 $11,063 $28,771
Adjustments to reconcile net
income to net cash provided
(used) by operating activities:
Depreciation and amortization 10,137 9,420 8,242
Deferred income taxes (3,659) (7,279) 2,250
Cumulative effect of change
in accounting principle -- 6,814 --
Loss on disposal of property,
plant, and equipment 500 377 22
Changes in operating assets
and liabilities:
Receivables 31,503 (21,861) (8,808)
Inventories 13,892 30,834 (17,631)

Prepaid expenses (662) (2,956) 344
Deferred charges 5,244 4,881 (4,174)
Accounts payable (14,908) 5,886 (5,395)
Income taxes (1,421) 3,943 (2,681)
Federal excise taxes 776 (1,914) (3,443)
Payroll-related obligations 702 154 163
Accrued warranty 2,246 967 812
Other liabilities 4,406 3,954 1,103
Long-term liabilities 2,459 4,087 1,973
------- ------- -------
Total adjustments 51,215 37,307 (27,223)
------- ------- -------
Net cash provided (used) by
operating activities 64,269 38,370 (18,452)
------- ------- -------
Investing activities:
Additions to property, plant,
and equipment (5,709) (8,401) (10,007)
Less amount capitalized under
financing leases -- 639 1,240
------- ------- -------
Net additions to property,
plant, and equipment (5,709) (7,762) (8,767)
Increase in other assets (124) (6,054) (5,153)
------- ------- -------
Net cash used by investing
activities (5,833) (13,816) (13,920)
------- ------- -------

Financing activities:
Net borrowings (payments) on
lines of credit (39,082) (19,871) 36,554
Sale of common stock from
treasury 210 2 26
Dividends paid (4,320) (4,314) (4,314)
------- ------- ------

Net cash provided (used) by
financing activities (43,192) (24,183) 32,266
------- ------- ------
Increase (decrease) in cash and
cash equivalents 15,244 371 (106)

Cash and cash equivalents at
beginning of year 592 221 327

------- ------- -------
Cash and cash equivalents at
end of year $ 15,836 $ 592 $ 221
======= ======= =======
Supplementary disclosures:
Cash paid for interest $ 1,852 $ 4,227 $ 3,048
Cash paid for income taxes $ 13,972 $ 3,382 $ 4,032

See accompanying notes

<PAGE>
Financial Notes

Years ended September 30, 1994, September 25, 1993, and September 30, 1992
(In thousands, except share and per share amounts)

1. Summary of Significant Accounting Policies

Consolidation and Presentation

The consolidated financial statements include the accounts of Oshkosh
Truck Corporation and a wholly owned foreign sales corporation
(collectively referred to as the company).

Government Contracts

The company derives a significant portion of its revenue from the U.S.
Government (see Note 8). Inherent in doing business with the U.S.
Government are certain risks, including technological changes and changes
in levels of defense spending. Sales and related costs under fixed-price
contracts, which the company has with the government, are recorded as
units are accepted. Amounts for government ordered changes are not
invoiced until they are agreed upon. Recognition of profit on government
ordered changes and certain contracts is based upon estimates of final
performance which may be revised as the contract progresses.

All U.S. Government contracts contain a provision that they may be
terminated at any time for the convenience of the government. In such an
event, the company is entitled to recover allowable costs plus a
reasonable profit earned to the date of termination.

Various actions or claims have been brought or asserted or may be
contemplated by government authorities against the company. During 1993,
the company entered into a $3.5 million settlement with the U.S.
Government related to alleged noncompliance with certain cost accounting
standards. Of that amount, $0.2 million and $2.9 million has been charged
to cost of sales in 1994 and 1993, respectively, with the remainder to be
amortized over remaining deliverable units under the PLS contract.

A potential action by government authorities against the company in
connection with a grand jury investigation which commenced in 1989 remains
open. In addition, in October 1992, the company responded to a grand jury
investigation related to Steeltech Manufacturing, Inc., a vendor. No
charges have been filed against the company or its employees in either
action. The company and its employees have cooperated fully with the
investigations. No provisions for loss are recorded in the financial
statements because the company cannot reasonably estimate what, if any,
costs may result from these actions. Costs incurred in responding to these
actions have been expensed as incurred.

Inventories

The company values its inventories principally at the lower of cost,
determined using the last-in, first-out (LIFO) method, or market. If the
company had used the first-in, first-out (FIFO) method, inventories would
have been $6,212 and $6,506 higher than reported at September 30, 1994 and
September 25, 1993, respectively. Inventories do not include amounts of
general and administrative expenses related to U.S. Government contracts.

Property, Plant, and Equipment

Additions and improvements are capitalized at cost, whereas expenditures
for maintenance and repairs are charged to expense as incurred.
Depreciation has been provided over the estimated useful lives of the
respective assets on the following basis: machinery and equipment --
accelerated method; other assets -- principally straight-line method.

Other Assets

Other assets include capitalized software and related costs which are
being amortized over a five-year period, funding for long-term pension
costs, and certain other investments. These investments include $3,526 in
joint ventures in Mexico to manufacture vehicles for that market and
Central and South America. The company accounts for its investments in
Mexico under the equity method as it is able to exercise significant
influence over their operations. The equity from operations included in
the company's earnings in these investments was a loss of $942 in 1994,
and earnings of $9 in 1993, included in other expense. The company also
has an investment aggregating $1,100 in a minority-owned supplier and
joint venture which leases equipment to the minority-owned supplier and
has guaranteed loans of the joint venture in the amount of $2,218 at
September 30, 1994.

Deferred Charges

Deferred charges include certain engineering and technical support costs
incurred in connection with long-term contracts. These costs are charged
to expense when the related project is billable to the government, or are
amortized to expense as base units are delivered under the contract.

Long-Term Liabilities

Long-term liabilities include accumulated postretirement benefit
obligations and deferred revenue on long-term U.S. Government contracts,
which will be recognized as income in future years as base units are
delivered under the contracts.

Warranty Costs

The company provides for the estimated cost of warranty work related to
specific sales. Amounts expensed in 1994, 1993 and 1992 were $7,739,
$6,836 and $5,886, respectively.

Net Income Per Common Share

Net income per common share was computed by dividing net income by the
weighted average number of shares of common stock outstanding (8,699,846,
8,686,973 and 8,685,804 in 1994, 1993 and 1992, respectively). Stock
options were not dilutive in any of the three years.

Reclassifications

Certain reclassifications have been made to the 1993 and 1992 consolidated
financial statements to conform to the 1994 presentation.

2. Receivables

Receivables consist of the following:
1994 1993
Government:
Amounts billed, net $21,338 $55,563
Unbilled 4,277 2,080
------- ------
25,615 57,643

Commercial customers 39,599 38,845
Other 712 941
------- -------
$65,926 $97,429
====== ======

The receivables from the government result principally from long-term
contracts (see Note 1).

The unbilled amount principally represents estimated claims for government
ordered changes which are expected to be invoiced upon completion of
negotiations within two years, and price adjustment provisions which will
be invoiced within the next year. Receivables include $7,977, and $3,507
from the company's joint venture in Mexico, at September 30, 1994 and
September 25, 1993, respectively.

3. Inventories

Inventories consisted of the following:

1994 1993
Finished products $12,618 $ 8,912
Products in process 9,572 17,495
Raw material 38,931 48,900
------ ------
61,121 75,307
Less:
Allowance for reduction
to LIFO cost 6,212 6,506
------ ------
$54,909 $68,801
====== =======

Title to all inventories related to U.S. Government contracts which
provide for progress payments vests in the U.S. Government to the extent
of unliquidated progress payments.

4. Income Taxes

Effective October 1, 1992, the company adopted Statement of Financial
Accounting Standards No. 109, "Accounting for Income Taxes" (SFAS No.
109), which requires recognition of deferred tax assets and liabilities
for the expected future tax consequences of events that have been included
in the financial statements or tax returns. This method requires all
deferred taxes to be recorded using enacted tax rates for the year in
which the differences between the financial statement and tax bases of
assets and liabilities are expected to reverse. The impact of adopting
SFAS No. 109 was not material to 1993 operations.

The provision for income taxes consists of the following:

1994 1993 1992
Current:
Federal $12,857 $6,307 $ 1,107
State 1,935 1,018 244
------ ------ ------
14,792 7,325 1,351
Deferred:
Federal (5,391) (4,075) 1,843
State (504) (477) 407
------ ------ ------
(5,895) (4,552) 2,250
------ ------ ------
$ 8,897 $2,773 $ 3,601
====== ====== ======

The components of the net deferred tax asset as of September 30, 1994 and
September 25, 1993, were as follows:

1994 1993
Deferred tax assets:

Non-pension
postretirement benefits $ 3,121 $ 2,945
Accrued compensation/benefits 1,703 1,026
Accrued expenses 4,842 1,010
Revenue recognition 4,135 6,940
Accrued warranty 2,475 1,740
Deferred charges, and other 469 82
Investments in affiliates 555 79
------ ------
Total deferred tax assets 17,300 13,822
Deferred tax liabilities:
Depreciation and amortization 6,142 5,650
Inventory 177 286
Prepaid expenses 1,675 1,241
Deferred charges, and other 9 1,242
------- -------
Total deferred tax liabilities 8,003 8,419
9,297 5,403

Valuation allowance for
investment in affiliates 515 --
------- --------
Net deferred tax assets $ 8,782 $ 5,403

The sources of significant temporary differences which gave rise to
deferred taxes in 1992, were as follows:

1992

Depreciation and amortization $ 1,331
Revenue recognition (776)
Inventory valuation 367)
Warranty (198)
Pension 357)
Deferred charges 2,890
Other, net (721)
------
$ 2,250
======

A reconciliation of the provision for federal income taxes computed at the
federal statutory rate to the income tax provision is as follows:

1994 1993 1992
Federal income tax
provision computed
at statutory rate $7,683 $2,773 $4,206
Increase (decrease)
in taxes resulting from:
Statutory rate increase from
34% to 35% effective
January 1,1993 -- (19) --
State income taxes,
net of federal tax benefit 723 310 220
Benefit from untaxed
earnings of the
company's foreign
sales corporation (80) (374) (903)
Valuation allowance 515 -- --
Other, net 56 83 78
----- ----- -----
$8,897 $2,773 $3,601
====== ====== ======

5. Long-term Debt

Long-term debt consists of the following as of September 30, 1994 and
September 25, 1993:

1994 1993

Revolving credit agreement $ -- $38,500
Industrial revenue bonds 8,700 8,700
Other 37 619
------ ------
$ 8,737 $47,819

Revolving Credit Facility -- On March 31, 1992, the company entered into
an unsecured revolving credit agreement with a group of banks. This credit
facility extends to the company an $80.0 million working capital line and
a $5.0 million letter of credit facility. The agreement was extended
during the current fiscal year and will expire on March 17, 1997. The
facility allows the company to borrow at various rates equivalent to or
less than the current prime rate of Firstar Bank. The company incurred
certain fees at closing for agent and facility fees and will also incur a
fee on the unused portion of the facility. The agreement contains various
restrictive covenants under which the company must meet certain financial
ratio tests and has some restrictions relative to the payment of
dividends, amounts of capital expenditures, acquisitions, and other
indebtedness. As of September 30, 1994, the company had no outstanding
borrowings under the revolving credit facility and had letters of credit
outstanding of $2.4 million under the letter of credit facility. The
average borrowings for 1994 and 1993 amounted to approximately $10.5
million and $61.1 million at weighted average effective interest rates of
5.75% and 5.05%, respectively. The maximum amount of borrowings at any
month-end during 1994 was $24.0 million, and $73.5 million during 1993.

Industrial Revenue Bonds -- The company has outstanding $8,700 of
industrial development revenue bonds that were used to finance the
construction of a chassis manufacturing facility. The bonds are due in a
single payment on August 1, 2019. Interest on the bonds is adjusted each
week to the lesser of 15% or the rate that would allow the bonds to be
resold at par. The average interest rate on the bonds was 2.7%, 2.6% and
3.5% during 1994, 1993 and 1992, respectively. The company has the option
to convert the variable interest rate to a fixed rate.

Through June 6, 1995, the bonds are secured by a letter of credit which is
secured by the chassis manufacturing facility.

The maturities of long-term debt are as follows: 1995-$592; 1996-$37 and
2019-$8,700.

6. Operating Leases

Total rental expense for plant and equipment charged to operations under
noncancellable operating leases was $1,940, $2,474 and $2,499 in 1994,
1993 and 1992, respectively. Minimum annual rental payments for the five
fiscal years after 1994, are: 1995-$1,254; 1996-$795; 1997-$562; 1998-$421
and 1999-$191, for an aggregate commitment of $3,223.

Included in rental expense are charges of $304, $332 and $307 in 1994,
1993 and 1992, respectively, relating to leases between the company and
certain shareholders.

7. Employee Benefit and Incentive Plans

The company has defined benefit pension plans covering substantially all
employees. The plans provide benefits based on compensation, years of
service and year of birth. The company's funding policy is to fund the
pension plans in amounts which comply with contribution limits imposed by
law.

Net periodic pension cost for these plans for 1994, 1993 and 1992 includes
the following components:
1994 1993 1992

Service cost -- benefits
earned during year $(1,227) $ 986 $ 873
Interest cost on
projected benefit
obligations 1,684 1,506 1,344
Actual return on
plan assets (296) (743) (1,607)
Net amortization
(deferral) (1,523) (948) 186)
------ ------- ------
Net periodic
pension cost 1,092 801 796
Curtailment loss related
to reduction in work force 560 -- --
------ ----- ------
Net expense $ 1,652 $ 801 $ 796
====== ===== ======

The following table summarizes the combined funded status of the pension
plans and the amounts recognized in the company's consolidated balance
sheets at September 30, 1994 and September 25, 1993.

1994 1993

Actuarial present value of
benefit obligations:
Vested benefits $16,322 $17,189
Nonvested benefits 822 862
Total accumulated benefit
obligations 17,144 18,051
Adjustment for projected
benefit obligations 5,134 4,808
Projected benefit obligations 22,278 22,859
Plan assets at fair value 20,383 19,643
Projected benefit obligations in
excess of plan assets (1,895) (3,216)
Unrecognized net loss 4,088 5,521
Unrecognized prior service cost 452 591
Unrecognized net transition asset (800) (928)
Adjustment required to recognize
minimum liability (1,125) (1,946)
------ ------
Prepaid expense recognized in
the consolidated balance sheet $ 720 $ 22
====== ======

Generally accepted accounting principles require the recognition of an
additional minimum liability (recorded as a long-term liability) for each
defined benefit plan for which the accumulated benefit obligation exceeds
plan assets. The company is permitted to record an offsetting intangible
asset ($367 in 1994 and $486 in 1993) to the extent of unrecognized prior
service cost. To the extent the minimum liability exceeds the amount of
unrecognized prior service cost, the company records a reduction of
shareholders' equity ($454 in 1994 and $876 in 1993, net of tax benefits
of $304 and $584, respectively).

The assets in the pension plans are comprised of investments in commingled
equity and fixed income funds, and individually managed equity portfolios.
Actuarial assumptions are as follows:

1994 1993 1992)

Discount rate 8.25% 7.50% 9.00%

Rate of increase in
compensation 4.50% 4.50% 5.75%
Expected long-term rate
of return on assets 9.25% 9.25% 9.25%

In addition to providing pension benefits for the majority of its
employees, the company provides health benefits to retirees and their
eligible spouses. Substantially all of the company's employees may become
eligible for these benefits if they reach normal retirement age while
working for the company.

Effective October 1, 1992, the company adopted SFAS No. 106, "Employers'
Accounting for Postretirement Benefits Other than Pensions." SFAS No. 106
requires that the cost of these benefits be recognized during the
employee's active working career rather than accounting for them on a cash
basis as had been prior practice.

The cumulative effect of adopting SFAS No. 106 on the immediate
recognition basis as of October 1, 1992, was a charge to earnings of
$4,088, net of $2,726 income tax effect.

The following tables provide information on the Plan status as of
September 30, 1994 and September 25, 1993:

1994 1993

Accumulated postretirement
benefit obligation:
Retirees $2,988 $ 2,447
Fully eligible active plan
participants 497 1,152
Other active participants 4,396 5,179
----- -----
Total 7,881 8,778
Unrecognized net gain (loss) 278 (1,052)
----- -----
Accrued postretirement
benefit cost $8,159 $ 7,726
===== ======

Net periodic postretirement benefit cost includes the following:

1994 1993

Service cost, benefits attributed

for service of active employees
for the period $ 472 $ 439
Interest cost on the accumulated
postretirement benefit obligation 658 579
Amortization of unrecognized loss 26 --
----- -----
Net periodic postretirement
benefit cost $1,156 $1,018
===== =====

Net change in accrued postretirement benefit cost includes the following:

1994 1993

Balance at beginning of year $7,726 $6,814
Benefits paid (347) (106)
Net periodic postretirement
benefit cost 1,156) 1,018)
Curtailment gain related
to reduction in work force (376) --
----- ------
Balance at end of year $8,159) $7,726)
===== =====

The assumed health care cost trend rate used in measuring the accumulated
postretirement benefit obligation (APBO) was 14.0% in 1994, declining to
7.0% in 2006. The weighted average discount rate used in determining the
APBO was 8.25%. If the health care cost trend rate was increased by 1%,
the APBO at September 30, 1994, would increase by $808 and net periodic
postretirement benefit cost for 1994 would increase by $168. The amount
paid for retiree health benefits prior to the adoption of SFAS No. 106 was
$237 in 1992.

The company has defined contribution 401(k) plans covering substantially
all employees. The plans allow employees to defer 2% to 19% of their
income on a pre-tax basis. Each employee who elects to participate is
eligible to receive employer matching contributions. For every dollar an
employee contributes (up to 4% of one's income on a pre-tax basis), the
company will contribute $.25. Amounts expensed for company matching
contributions were $464, $467 and $410 in 1994, 1993 and 1992,
respectively.

Under the 1990 Incentive Stock Plan for Key Employees (the Plan), officers
and other key employees may be granted options to purchase up to an
aggregate of 400,000 shares of the company's Class B common stock at not
less than the fair market value of such shares on the date of grant.
Participants may also be awarded grants of restricted stock under the
Plan. The Plan expires on April 9, 2000. The option to purchase shares
expires not later than ten years and one month after the grant of the
option.

The following table sets forth information with respect to the Plan:

Option
Shares Price Range
Outstanding at
September 30, 1991 140,084 $7.88 - $15.25
Options granted 3,750) $13.00 - $14.25
Options exercised (3,750) $7.88
Options cancelled (8,000) $7.88 - $15.25
------
Outstanding at
September 30, 1992 132,084 $7.88 - $15.25
Options granted 48,500 $9.75
Options exercised (167) $7.88
Options cancelled (2,000) $15.25
------
Outstanding at
September 25, 1993 178,417 $7.88 - $15.25
Options granted 242,400 $9.13 - $10.50
Options exercised (5,750) $7.88
Options cancelled (14,418) $7.88 - $15.25
-------
Outstanding at
September 30, 1994
(120,194 exercisable) 400,649 $7.88 - $15.25
=======

In addition, in 1990 the company's chief executive officer was granted
25,000 shares of restricted Class B common stock, and during 1994, 15,000
shares of Class B common stock were granted to company officers. Options
as to 50,482 shares granted in 1994 are subject to approval by
shareholders.

8. Net Shipments

Net shipments consist of sales to the following markets:

1994 1993 1992
Domestic:

U.S. Government $424,995 $372,574 $450,901
Commercial 248,743 202,425 167,735
Export 17,770 60,013 21,930
------- ------- -------
$691,508 $635,012 $640,566
======= ======= =======

U.S. Government sales include $2,619, $5,915 and $160,818 in 1994, 1993
and 1992, respectively, for products sold internationally under the
Foreign Military Sales Program.

9. Shareholders' Equity

Dividends are required to be paid on both the Class A and Class B common
stock at any time that dividends are paid on either. Whenever cash
dividends are paid on the common stock, each share of Class B common stock
is entitled to receive 115% of the dividend paid on each share of Class A
common stock, rounded up or down to the nearest $0.0025 per share.

The Class B common stock shareholders are entitled to receive a
liquidation preference of $7.50 per share before any payment or
distribution to holders of the Class A common stock. Thereafter, holders
of the Class A common stock are entitled to receive $7.50 per share before
any further payment or distribution to holders of the Class B common
stock. Thereafter, holders of the Class A common stock and Class B common
stock share on a pro rata basis in all payments or distributions upon
liquidation, dissolution or winding up of the company.

<PAGE>

Report of Ernst & Young, LLP, Independent Auditors
Board of Directors, Oshkosh Truck Corporation

We have audited the accompanying consolidated balance sheets of Oshkosh
Truck Corporation (the company) as of September 30, 1994 and September 25,
1993, and the related consolidated statements of operations and retained
earnings and cash flows for each of the three years in the period ended
September 30, 1994. These financial statements are the responsibility of
the company's management. Our responsibility is to express an opinion on
these financial statements based on our audits.

We conducted our audits in accordance with generally accepted auditing
standards. Those standards require that we plan and perform the audit to
obtain reasonable assurance about whether the financial statements are
free of material misstatement. An audit includes examining, on a test
basis, evidence supporting the amounts and disclosures in the financial
statements. An audit also includes assessing the accounting principles
used and significant estimates made by management, as well as evaluating
the overall financial statement presentation. We believe that our audits
provide a reasonable basis for our opinion.

In our opinion, the financial statements referred to above present fairly,
in all material respects, the consolidated financial position of the
company at September 30, 1994 and September 25, 1993, and the consolidated
results of its operations and its cash flows for each of the three years
in the period ended September 30, 1994, in conformity with generally
accepted accounting principles.

As discussed in Notes 4 and 7 to the financial statements, the company
changed its methods of accounting for income taxes and postretirement
benefits other than pensions effective October 1, 1992.

ERNST & YOUNG LLP

November 14, 1994
Milwaukee, WI

<PAGE>
[financial statistics section]

Financial Statistics

<TABLE>
Common Dividends
Quarterly (Payable February, May, August, November)
(In thousands, except per share amounts)

Fiscal 1994 Fiscal 1993
4th Qtr. 3rd Qtr. 2nd Qtr. 1st Qtr. 4th Qtr. 3rd Qtr. 2nd Qtr. 1st Qtr.

<S> <C> <C> <C> <C> <C> <C> <C> <C>
Class A Cash Dividend:
Declared $ 49 $ 49 $ 49 $ 49 $ 49 $ 49 $ 49 $ 49
Per Share .10875 .10875 .10875 .10875 .10875 .10875 .10875 .10875

Class B Cash Dividend:
Declared $ 1,032 $ 1,032 $ 1,032 $ 1,030 $ 1,030 $ 1,030 $ 1,030 $ 1,030
Per Share .125 .125 .125 .125 .125 .125 .125 .125
</TABLE>

The information included in this exhibit reflects dividends as set forth
in the Consolidated Statements of Operations and Retained Earnings (see
page 9).

Oshkosh Truck Corporation Class B Common Stock Price*

The Corporation's common stock is quoted on the National Association of
Securities Dealers Automated Quotation System (NASDAQ) National Market
System. The following table sets forth prices reflecting actual sales as
reported on the NASDAQ National Market System.

Quarter Ended Fiscal 1994 Fiscal 1993

High Low High Low
September $11-1/4 $10 $9-1/8 $8-7/8

June 11-1/2 8-3/4 9 8-1/2

March 11-3/4 8-3/4 9 8-1/2
December 9-3/8 8-5/8 11 10-5/8

*There is no established public trading market for Class A common stock.

<TABLE>
Quarterly Financial Data (Unaudited)
(In thousands, except per share amounts)
<CAPTION>

Fiscal 1994 Fiscal 1993<F1><F2>
4th Qtr. 3rd Qtr. 2nd Qtr. 1st Qtr. 4th Qtr. 3rd Qtr. 2nd Qtr. 1st Qtr.

<S> <C> <C> <C> <C> <C> <C> <C> <C>
Net Shipments $149,281 $187,011 $192,891 $162,325 $183,142 $153,226 $154,345 $144,299
Gross Profit 23,777 22,966 22,018 19,210 16,887 17,911 19,475 15,329

Income Before
Cumulative Effect
of Accounting
Change 3,158 3,674 2,759 3,463 1,806 703 1,974 668
Per Share .36 .42 .32 .40 .21 .08 .23 .07
Net Income (Loss) 3,158 3,674 2,759 3,463 1,806 703 1,974 (3,420)
Per Share .36 .42 .32 .40 .21 .08 .23 (.40)

<FN>
<F1> Quarterly results have been restated for the adoption of SFAS No. 106 which the company adopted effective October 1,
1992.
<F2> Quarterly results have been restated to include as cost of goods sold, cost associated with settlement of long standing
cost accounting issues with the U.S. Government which had been reported as selling, general and administrative expense.

</TABLE>

Shareholders of Record
As of December 7, 1994, there were 1,280 and 199 record holders of Class B
and Class A common stock, respectively.

<ARTICLE> 5
<LEGEND>
THE SCHEDULE CONTAINS SUMMARY FINANCIAL INFORMATION EXTRACTED FROM THE
CONSOLIDATED FINANCIAL STATEMENTS OF OSHKOSH TRUCK CORPORATION AS OF AND FOR THE
YEAR ENDED SEPTEMBER 30, 1994 AND IS QUALIFIED IN ITS ENTIRETY BY REFERENCE TO
SUCH FINANCIAL STATEMENTS.
</LEGEND>
<MULTIPLIER> 1,000

<S> <C>
<PERIOD-TYPE> YEAR
<FISCAL-YEAR-END> SEP-30-1994
<PERIOD-START> SEP-26-1993
<PERIOD-END> SEP-30-1994
<CASH> 15,863
<SECURITIES> 0
<RECEIVABLES> 66,457
<ALLOWANCES> 531
<INVENTORY> 54,909
<CURRENT-ASSETS> 151,962
<PP&E> 113,697
<DEPRECIATION> 63,196
<TOTAL-ASSETS> 216,860
<CURRENT-LIABILITIES> 69,952
<BONDS> 8,737
<COMMON> 90
0
0
<OTHER-SE> 121,468
<TOTAL-LIABILITY-AND-EQUITY> 121,558
<SALES> 691,508
<TOTAL-REVENUES> 691,508
<CGS> 603,537
<TOTAL-COSTS> 603,537
<OTHER-EXPENSES> 0
<LOSS-PROVISION> 128
<INTEREST-EXPENSE> 1,769
<INCOME-PRETAX> 21,951
<INCOME-TAX> 8,897
<INCOME-CONTINUING> 13,054
<DISCONTINUED> 0
<EXTRAORDINARY> 0
<CHANGES> 0
<NET-INCOME> 13,054
<EPS-PRIMARY> 1.50
<EPS-DILUTED> 1.50

</TABLE>