OSHKOSH TRUCK CORP, PRE 14A, 1996-12-13

OSHKOSH TRUCK CORP
PRE 14A, 1996-12-13
MOTOR VEHICLES & PASSENGER CAR BODIES

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SCHEDULE 14A INFORMATION
Proxy Statement Pursuant to Section 14(a) of the Securities
Exchange Act of 1934
(Amendment No. ____)

Filed by the Registrant [X]
Filed by a Party other than the Registrant [ ]

Check the appropriate box:

[X ] Preliminary Proxy Statement
[ ] Confidential, for Use of the Commission Only (as permitted by Rule
14a-6(e)(2))
[ ] Definitive Proxy Statement
[ ] Definitive Additional Materials
[ ] Soliciting Material Pursuant to Section 240.14a-11(c) or Section
240.14a-12

OSHKOSH TRUCK CORPORATION
(Name of Registrant as Specified in its Charter)

(Name of Person(s) Filing Proxy Statement, if other than the Registrant)

Payment of Filing Fee (Check the appropriate box):

[X ] No fee required.

[ ] Fee computed on table below per Exchange Act Rules 14a-6(i)(4) and
0-11.

1) Title of each class of securities to which transaction applies:

2) Aggregate number of securities to which transaction applies:

3) Per unit price or other underlying value of transaction computed
pursuant to Exchange Act Rule 0-11 (Set forth the amount on which the
filing fee is calculated and state how it was determined):

4) Proposed maximum aggregate value of transaction:

5) Total fee paid:

[ ] Fee paid previously with preliminary materials.

[ ] Check box if any part of the fee is offset as provided by Exchange
Act Rule 0-11(a)(2) and identify the filing for which the offsetting
fee was paid previously. Identify the previous filing by
registration statement number, or the Form or Schedule and the date
of its filing.

1) Amount Previously Paid:

2) Form, Schedule or Registration Statement No.:

3) Filing Party:

4) Date Filed:

<PAGE>
OSHKOSH TRUCK CORPORATION
2307 Oregon Street
P.O. Box 2566
Oshkosh, Wisconsin 54903
(414) 235-9151

NOTICE OF ANNUAL MEETING OF SHAREHOLDERS
TO BE HELD FEBRUARY 3, 1997

To the Shareholders of OSHKOSH TRUCK CORPORATION:

Notice is hereby given that the Annual Meeting of Shareholders of Oshkosh
Truck Corporation, a Wisconsin corporation, 2307 Oregon Street, P.O. Box
2566, Oshkosh, Wisconsin 54903, will be held on Monday, February 3, 1997,
at 10:00 o'clock in the forenoon at the Experimental Aircraft Association
Museum, Hwy 41 and 44, Oshkosh, Wisconsin, for the following purposes:

(1) To elect directors for terms of one year expiring at the Annual
Meeting to be held in 1998;
(2) To amend and restate the Restated Articles of Incorporation of the
company, as amended; and
(3) To transact such other business as may be properly brought before the
meeting or any adjournment thereof.

Only shareholders of record at the close of business on December 18, 1996,
will be entitled to notice of and to vote at the meeting and any
adjournment thereof.

A copy of the Annual Report of the company for the fiscal year ended
September 28, 1996, and a Proxy Statement accompany this Notice.

If you will be unable to be present in person at the meeting and desire
your stock to be voted, you are requested to complete, sign and return
promptly the (green) proxy card for Class A Common Stock and/or the (blue)
proxy card for Class B Common Stock in the enclosed stamped,
self-addressed return envelope.

By order of the Board of Directors,

TIMOTHY M. DEMPSEY, Secretary
OSHKOSH TRUCK CORPORATION
Oshkosh, Wisconsin
December 30, 1996

<PAGE>
OSHKOSH TRUCK CORPORATION

Proxy Statement for Annual Meeting of Shareholders
To be Held on February 7, 1996

This statement is furnished in connection with the solicitation of proxies
by the Board of Directors of Oshkosh Truck Corporation, 2307 Oregon
Street, P.O. Box 2566, Oshkosh, Wisconsin 54903 (the "company"), to be
used at the Annual Meeting of Shareholders of the company to be held on
Monday, February 3, 1997, at 10:00 o'clock in the forenoon at the
Experimental Aircraft Association Museum, Hwy 41 and 44, Oshkosh,
Wisconsin, for the purposes set forth in the accompanying Notice of Annual
Meeting of Shareholders.

Execution of a proxy given in response to this solicitation will not
affect a shareholder's right to attend the meeting and to vote in person.
Presence at the meeting of a shareholder who has signed a proxy does not
in itself revoke the proxy. Any shareholder giving a proxy may revoke it
at any time before it is exercised by giving notice thereof to the Board
of Directors in writing or in open meeting. Unless so revoked, the shares
represented by proxies received by the Board of Directors will be voted at
the meeting or any adjournments thereof. Where a shareholder specifies a
choice by means of a ballot provided in the proxy, the shares will be
voted in accordance with such specification.

Only holders of shares of Class A Common Stock, $.01 par value (the "Class
A Common Stock"), and Class B Common Stock, $.01 par value (the "Class B
Common Stock"), on December 18, 1996, are entitled to vote at the Annual
Meeting. On that date, the company had outstanding and entitled to vote
407,116 shares of Class A Common Stock and 8,239,856 shares of Class B
Common Stock.

There are separate proxy cards for the Class A Common Stock (green) and
the Class B Common Stock (blue). Enclosed for holders of shares of only
one class of Common Stock is the appropriate proxy card. Enclosed for
holders of both classes of Common Stock are both proxy cards; each proxy
card must be completed, signed and returned for shares of each class to be
represented at the meeting.

ELECTION OF DIRECTORS

Effective December 4, 1996, Mr. James L. Hebe resigned as a Class B
director. As a result, the Board of Directors of the company currently
consists of seven members, each of whom is elected each year to serve for
a term of one year and until his successor is elected. Under the company's
Restated Articles of Incorporation, as amended, holders of shares of Class
B Common Stock have the right to elect as a class 25% of the entire Board
of Directors of the company. At the Annual Meeting, seven directors will
be elected; holders of shares of Class A Common Stock will elect five
directors, and holders of shares of Class B Common Stock will elect two
directors. Unless otherwise revoked, proxies received by the Board of
Directors with authority to vote in the election of directors will be
voted at the Annual Meeting for the election for one-year terms of each of
the nominees listed on the following page. Because directors are elected
by a plurality of the votes cast (assuming a quorum is present at the
Annual Meeting), any shares not voted, whether due to abstentions or
broker nonvotes, have no impact on the election of directors except to the
extent the failure to vote for an individual results in another individual
receiving a larger number of votes.

In the event that any of the nominees should fail to stand for election,
the persons named in the form of proxy intend to vote for substitute
nominees.

Certain information as of November 20, 1996, with respect to each nominee
is set forth below.

NOMINEES FOR HOLDERS OF CLASS A SHARES

Name Age Office, if any, Held in Company

R. Eugene Goodson 61 Chairman of the Board and Chief Executive
Officer
Stephen P. Mosling 50
J. Peter Mosling, Jr. 52
J. William Andersen 58
Robert G. Bohn 43 President and Chief Operating Officer

NOMINEES FOR HOLDERS OF CLASS B SHARES

Name Age Office, if any, Held in Company

Daniel T. Carroll 70
Michael W. Grebe 56

R. EUGENE GOODSON Mr. Goodson joined the company in 1990 in his present
position. Prior thereto, Mr. Goodson served as Group Vice President and
General Manager of the Automotive Systems Group of Johnson Controls,
Inc., a supplier of automated building controls, automotive seating,
batteries and plastic packaging, which position he held since 1985. Mr.
Goodson is also a director of Donnelly Corporation.

STEPHEN P. MOSLING Mr. Mosling has served as a Director of the company
since 1976, having joined the company in 1971. He had served in various
senior executive capacities since joining the company through his
retirement in 1994.

J. PETER MOSLING, JR. Mr. Mosling has served as a Director of the
company since 1976 having joined the company in 1969. He had served in
various senior executive capacities since joining the company through his
retirement in 1994.

J. WILLIAM ANDERSEN Mr. Andersen has served as a Director of the
company since 1976 and had been the Executive Director of Development,
University of Wisconsin-Oshkosh from 1980 through his retirement in 1994.

DANIEL T. CARROLL Mr. Carroll has served as Director of the company
since 1991. He is Chairman and President of The Carroll Group, Inc., a
management consulting firm. Mr. Carroll is also a director of Wolverine
World Wide, Incorporated; Comshare, Inc.; Aon Corp.; Diebold Incorporated;
A.M. Castle & Company; American Woodmark Corporation; Woodhead Industries,
Inc; Holmes Protection Group, Inc., and Recombinant BioCatalysis, Inc.

MICHAEL W. GREBE Mr. Grebe has served as a Director of the company
since 1990. He has been a partner in the law firm of Foley & Lardner in
Milwaukee since 1977. The company retained Mr. Grebe's firm for legal
services in 1996 and will similarly do so in 1997.

ROBERT G. BOHN - Mr. Bohn joined the company in 1992 as Vice President-
Operations. He was appointed President and Chief Operating Officer in
1994. Prior to joining the company, Mr. Bohn was Director-European
Operations for Johnson Controls. He worked for Johnson Controls from 1984
until 1992. He was elected a director of the company in June 1995.

Stephen P. Mosling and J. Peter Mosling, Jr. are brothers. Other than as
noted, none of the company's Directors or executive officers has any
family relationship with any other Director or executive officer.

SHAREHOLDINGS OF NOMINEES AND
PRINCIPAL SHAREHOLDERS

The following table sets forth certain information regarding the
beneficial ownership of each class of the company's Common Stock by each
nominee, each other director, each person known by the company to own
beneficially more than 5% of either class of the company's Common Stock,
executive officers named in the summary compensation table and all
Directors and executive officers as a group as of November 20, 1996.
Except as indicated, persons listed have sole voting and investment power
over the shares beneficially owned.

<TABLE>
<CAPTION>
Class A Class B
Percent of Percent of
Shares Class Shares Class

<S> <C> <C> <C> <C>
J. Peter Mosling, Jr. (1)(2)(3) 226,508 55.4% 250,451 3.0%

P.O. Box 2566, Oshkosh, WI 54903

Stephen P. Mosling (1)(2)(3)(4) 156,458 38.3% 375,611 4.6%

P.O. Box 2566, Oshkosh, WI 54903

Cadence Company (1) 106,695 26.1% 39,242 *

C/O J. Peter Mosling, Jr.

P.O. Box 3146, Oshkosh, WI 54903

J. William Andersen (3)(5) 1,890 * 1,000 *

Robert G. Bohn (3) 0 * 40,167 *

Daniel T. Carroll (3) 0 * 1,000 *

Timothy M. Dempsey (3)(6) 1,980 * 41,121 *

R. Eugene Goodson (2)(3)(7) 270 * 190,761 2.3 %

Michael W. Grebe (3) 0 * 1,000 *

James L. Hebe 0 0

Paul C. Hollowell (3) 0 * 29,505 *

Matthew J. Zolnowski (3) 0 * 21,065 *

All Directors and executive 337,343 82.5% 1,084,370 13.16%
officers as a group (11
persons)(3)

________________________
*The amount shown is less than 1% of the outstanding shares of such
class.

(1) Cadence Company is a partnership, of which Stephen P. Mosling, J.
Peter Mosling Jr. and a trust of which Stephen P. Mosling is trustee each
are one-sixth partners. Amounts shown for Stephen P. Mosling reflect
beneficial ownership of one-third of the amounts set forth for Cadence
Company. As managing partner of Cadence Company, J. Peter Mosling, Jr.
has voting and dispositive power and is a beneficial owner of all shares
owned by the partnership; amounts shown for J. Peter Mosling, Jr. include
106,695 shares of Class A Common Stock and 39,242 shares of Class B Common
Stock owned beneficially through Cadence Company.

(2) J. Peter Mosling, Jr., Stephen P. Mosling and Mr. Goodson are parties
to three agreements relating to Class A Common Stock. The first agreement
allows Mr. Goodson to acquire up to one-third of the total Class A Common
Stock held individually by the Moslings by exchanging Class B Common Stock
with them on a share-for-share basis. If Mr. Goodson desires to sell Class
A Common Stock so acquired, if he leaves the company or upon his death, he
is obligated to return such Class A Common Stock by similar exchange.
Under the second agreement, Messrs. Mosling each have agreed with
Freightliner Corporation that, during the term of the Strategic Alliance
Agreement between Oshkosh Truck Corporation and Freightliner Corporation,
which began on June 2, 1995, and has an initial term of five years, they
will not sell or similarly dispose of any Class A Common Stock except by
exchange with the company for an equal number of shares of Class B Common
Stock. Should Mr. Goodson acquire Class A Common Stock from either Mr.
Mosling, such stock shall be subject to the restrictions of this agreement
with Freightliner Corporation. Under the third agreement, Messrs. Mosling
each have agreed with the Company that, in the event of their deaths or
earlier incapacities, together their shares of Class A Common Stock then
will be exchanged for a like number of Class B Common Stock.

(3) Amounts shown include 250,451 shares of Class B Common Stock for J.
Peter Mosling, Jr., 375,611 shares of Class B Common Stock for Stephen P.
Mosling, 190,761 shares of Class B Common Stock for R. Eugene Goodson,
41,121 shares of Class B Common Stock for Robert G. Bohn, 29,505 shares of
Class B Common Stock for Paul C. Hollowell, 21,065 shares of Class B
Common Stock for Matthew J. Zolnowski, 30,108 shares of Class B Common
Stock for Timothy M. Dempsey, 1000 shares each of Class B Common Stock for
J. William Andersen, Daniel T. Carroll, and Michael W. Grebe, and 240,834
shares of Class B Common Stock for Directors and executive officers as a
group represented by stock options exercisable within 60 days of November
20, 1996.

(4) Amounts shown include 102,912 shares of Class B Common Stock held by
Stephen P. Mosling as trustee under a trust.

(5) Amounts shown do not include 90 shares of Class A Common Stock owned
by Dulce W. Andersen, Mr. Andersen's wife, as to which he disclaims
beneficial ownership.

(6) Amounts shown include 1,125 shares of Class B Common Stock held by
Linda D. Dempsey, Mr. Dempsey's wife, as Wisconsin Marital Property and
10,555 shares of Class B Common Stock held by Mr. Dempsey as trustee of
trusts for unrelated parties.

(7) Amounts shown include 34,400 shares of Class B Common Stock held
jointly by Mr. Goodson and Susan E. Goodson, his wife, as to which they
share voting and investment power. Amounts shown include 200 shares of
Class B Common Stock owned by Mrs. Goodson as Wisconsin Marital Property.

</TABLE>

EXECUTIVE COMPENSATION

Summary Compensation Information

The following table sets forth certain information concerning compensation
paid, or accrued, for the last three fiscal years to the Chief Executive
Officer of the company and each of its four other most highly compensated
executive officers in fiscal 1996. The persons named in the table are
sometimes referred to in this proxy statement as the "named executive
officers."

<TABLE>
<CAPTION>
SUMMARY COMPENSATION TABLE

ANNUAL COMPENSATION

Long-Term
Other Annual Compensation All Other
Salary Bonus Compensation Awards Compensation
Name and Principal Position Year ($) ($)(1) ($) Stock Options(#) ($)(2)

<S> <C> <C> <C> <C> <C> <C>
R. Eugene Goodson 1996 400,000 0 0 27,000 2,356
Chairman and 1995 390,000 0 0 27,000 32,097
Chief Executive 1994 345,000 195,000 0 56,000 2,249
Officer, Director

Robert G. Bohn 1996 245,000 0 0 16,000 2,442
President and 1995 225,000 120,000 23,372 16,000 34,893
Chief Operating 1994 185,423 95,000 20,278 41,000 42,341
Officer, Director

Paul C. Hollowell 1996 184,080 0 0 10,000 1,614
Executive Vice 1995 177,000 0 0 10,000 1,631
President and President, 1994 161,308 73,500 0 25,000 1,613
Oshkosh International

Timothy M. Dempsey(1) 1996 168,350 44,192 0 7,000 0
Vice President,
Secretary and General
Counsel

Matthew J. Zolnowski 1996 140,450 0 0 7,000 1,097
Vice President- 1995 132,500 0 10,801 7,000 19,461
Administration 1994 118,965 54,300 12,581 19,000 19,400

____________________

(1) Amount for Mr. Dempsey for 1996 consists of a contractual bonus. Mr.
Dempsey joined the Company on October 1, 1995. He also is a partner in
the law firm of Dempsey, Magnusen, Williamson & Lampe. Had Mr. Dempsey
not devoted a part of his time to matters of his law firm, his salary for
fiscal year 1996 would have been $218,000 and a contractual bonus would
have been paid in the sum of $57,225.

(2) For all named executive officers the amounts reflected consist solely
of company matching contributions under the Oshkosh Truck Corporation Tax
Deferred Investment Plan, which is a savings plan under Section 401(k) of
the Internal Revenue Code.

</TABLE>

Stock Options

The company has in effect the Oshkosh Truck Corporation 1990 Incentive
Stock Plan (the "1990 Plan"), pursuant to which options to purchase shares
of Class B Common Stock may be granted to key employees of the company.
The following table presents certain information as to grants of stock
options made during fiscal 1996 to the named executive officers.

<TABLE>
<CAPTION>
OPTION GRANTS IN 1996 FISCAL YEAR

Potential Realizable
Value at Assumed Annual
Rates of Stock Price
Appreciation for Ten-
Individual Grants Year Grant Term (2)

Percent of
Total Options
Options Granted to Exercise or At 5% At 10%
Granted Employees in Base Price Expiration Annual Annual
Name (#)(1) Fiscal Year ($/Share) Date Growth Rate Growth Rate

<S> <C> <C> <C> <C> <C> <C>
R. Eugene Goodson 27,000 21.11% 14.00 10/24/05 237,721 609,917
Robert G. Bohn 16,000 12.50% 14.00 10/24/05 140,872 361,433
Paul C. Hollowell 10,000 7.81% 14.00 10/24/05 88,045 255,896
Timothy M. Dempsey 7,000 5.47% 14.00 10/24/05 61,631 158,126
Matthew J. Zolnowski 7,000 5.47% 14.00 10/24/05 61,631 158,126

__________________

(1) The options reflected in the table (which are non-qualified options
for purposes of the Internal Revenue Code) vest ratably over the
three-year period from the date of grant.

(2) This presentation is intended to disclose the potential value which
would accrue to the optionee if the option were exercised the day before
it would expire and if the per share value had appreciated at the
compounded annual rate indicated in each column. The assumed rates of
appreciation of 5% and 10% are prescribed by the rules of the Securities
and Exchange Commission regarding disclosure of executive compensation.
The assumed annual rates of appreciation are not intended to forecast
possible future appreciation, if any, with respect the price of the
Common Stock.

</TABLE>

The following table sets forth information regarding stock options
exercised in 1996 by named executive officers and the fiscal year-end
value of unexercised options held by such officers:

Aggregated Option Exercises in Last Fiscal Year
and Fiscal Year-End Option Values

Number of Unexercised Value of Unexercised
Options at Fiscal Options at Fiscal
Shares Value Year-End (#) Year-End (1)
AcquiredOn Realized
Exercise (#) ($) Exercisable Unexercisable Exercisable Unexercisable

<S> <C> <C> <C> <C> <C> <C>
R. Eugene Goodson - - 88,833 6,667 $116,749 $21,501
Robert G. Bohn - - 37,167 24,333 $ 39,001 $17,624
Paul C. Hollowell - - 27,250 15,000 $32,594 $10,625
Timothy M. Dempsey 3,333 5,667 $ 1,417 $ 708
Matthew J. Zolnowski - - 20,917 11,000 $ 20,500 $ 8,375

___________________

(1) The dollar values are calculated by determining the difference
between the fair market value of the underlying Common Stock and the
exercise price of the options at fiscal year-end.
</TABLE>

<TABLE>
Long-Term Incentive Compensation Plan Awards in Fiscal 1996 (1)
<CAPTION>

Performance Period
Until Maturation or
Name Number of Units Payout Estimated Future Payout

Threshold (#) Target (#) Maximum (#)

<S> <C> <C> <C> <C> <C>
R. Eugene Goodson 0 0 0 0

Robert G. Bohn 0 0 0 0
From October 1, 1996
Paul C. Hollowell 0 through the 1998 0 0 0
Fiscal Year for all
Timothy M. Dempsey (1) 7,000 1996 Awards 3,500 7,000 10,500

Matthew J. Zolnowski 0 0 0 0

__________________

(1) The Long-Term Incentive Compensation Plan was terminated by the Board
of Directors on September 26, 1996. All awards have been conveyed back to
the company and canceled.
</TABLE>

The foregoing table shows each award of performance share units made to
any named executive officer during the 1996 fiscal year under the Oshkosh
Truck Corporation 1994 Long-Term Incentive Compensation Plan ("LTICP").
As indicated, the LTICP was terminated and all awards have been conveyed
back to the company and canceled.

Payouts under such awards were tied to the company's average return on
shareholders' equity over the applicable performance period. The
Compensation Committee had established threshold, target and maximum
return on equity objectives for each performance period. If the company's
average level of return on equity were (1) below threshold performance as
set by the Compensation Committee, no award would have been earned; (2)
equal to threshold performance, half of the awarded units would have been
earned; (3) equal to target performance, 100% of the awarded units would
have been earned; and (4) equal to or greater than maximum performance,
150% of the awarded units would have been earned. If the company's
performance had fallen between two of the three performance goals, then
the applicable percentage would have been determined by the linear
interpolation between the applicable points. At the time of payment, each
unit would have had a value equal to the value of one share of Class B
Common Stock.

If an officer's employment were terminated during the performance period
for any reason other than death, disability or retirement, then an award
generally would have been canceled in the absence of action to the
contrary by the Compensation Committee. In the event of a change of
control involving the company during a performance period, each officer
was entitled to receive payment in respect of the target number of units
under an award.

Pension Plan Benefit

The following table shows at different levels of compensation and years of
credited service the estimated annual benefits payable as a straight life
annuity to a covered participant, assuming retirement at age 65, under the
Oshkosh Truck Corporation Retirement Plan (the "Pension Plan") as
presently in effect.

Average Annual Annual Retirement Benefits for
Compensation in Employees Retiring at Age 65
Highest 5 Consecutive Years of Service
Calendar Years
Completed Before
Retirement 5 10 15 20 25 30+

<S> <C> <C> <C> <C> <C> <C>
$100,000 $8,333 $16,667 $25,000 $33,333 $41,667 $50,000
110,000 9,167 18,333 27,500 36,667 45,833 55,000
120,000 10,000 20,000 30,000 40,000 50,000 60,000
130,000 10,833 21,667 32,500 43,333 54,167 65,000
140,000 11,667 23,333 35,000 46,667 58,333 70,000
150,000+ 12,500 25,000 37,500 50,000 62,500 75,000

_________________

Note: (1) The annual benefits shown in the table are based on final
average compensation listed in the appropriate compensation row and years
of service listed in the appropriate column. The amounts shown here are
subject to a reduction equal to 45% of the Primary Social Security Benefit
payable at age 65 reduced by 1/30th for each year of service less than 30.

(2) As of March 1, 1994, for this plan, IRS regulations lowered the
amount of compensation allowed to be includable in benefit calculations
from $235,840 to $150,000. Accrued benefits calculated as of February 28,
1994, at the higher limit have been grandfathered.

</TABLE>

Under the Pension Plan, a salaried employee is entitled to receive upon
retirement at age 65 a monthly benefit equal to 50% of average monthly
compensation less 45% of primary social security, reduced by 1/30th for
each benefit accrual year of service less than 30, or certain actuarially
equivalent benefits. Average monthly compensation is based on the average
of the five highest consecutive years of earnings (excluding bonuses and
subject to a maximum of $150,000 per calendar year) prior to the
participant's normal retirement age or other date of termination. One
thousand hours constitute a year of service. An employee who has reached
the age of 55 with a minimum of 5 years of service may retire and begin to
receive the actuarial equivalent of his or her pension benefits. The
spouse of an employee who would have been eligible for early retirement at
death, and married at least one year, is entitled to a monthly benefit
equivalent to 50% of the amount of the actuarially equivalent joint and
survivor annuity which would have been payable to a participant as of the
participant's normal retirement age.

Compensation covered by the Pension Plan for named executive officers
generally corresponds with the base salary for each such individual,
subject to the annual maximum. As of September 28, 1996, years of
participating service under the pension plan were 6.5 years for Mr.
Goodson, 4.5 years for Mr. Bohn, 7.5 years for Mr. Hollowell, 4.7 years
for Mr. Zolnowski, and 1 year for Mr. Dempsey.

Agreements with Named Executive Officers

Except as described below, the company does not have employment agreements
with the named executive officers.

The company entered into an employment agreement with Mr. Goodson in
connection with his joining the company on April 16, 1990, and the parties
entered into a new agreement on April 16, 1992, which generally supersedes
the original agreement. Under the new agreement, the company will employ
Mr. Goodson as Chairman, Chief Executive Officer and a Director of the
company. The agreement currently expires September 30, 1997. Mr. Goodson
receives an annual base salary of not less than $345,000. He is entitled
to participate in the company's bonus program for executive officers
during the term of the new employment agreement. The new agreement also
provides that, following the termination of his employment with the
company, Mr. Goodson would receive a supplemental retirement benefit
intended to compensate him for the reduction of his pension plan and
retirement benefits as a result of his resignation from his previous
employer and employment by the company. Further, if Mr. Goodson retires on
or after age 62, but prior to age 65, he will be entitled to receive
continued health and medical benefits until age 65. Finally, if Mr.
Goodson's employment with the company is terminated during the term of the
new agreement in connection with a material breach by the company of the
new agreement, then the company is obligated to continue paying Mr.
Goodson's salary and fringe benefits for the remainder of the term, as
provided in the agreement.

The company entered into an employment agreement with Mr. Hollowell on
August 31, 1995, under which the company will employ him as Executive Vice
President of the company. The agreement initially expires initially on
September 30, 1997. Mr. Hollowell receives an annual base salary of not
less than $170,000, and participates in the company's bonus program for
executive officers. If Mr. Hollowell's employment with the company is
terminated during the term of this agreement in connection with a material
breach of the agreement by the company, then the company is obligated to
continue paying his salary and fringe benefits for the remainder of the
term, as provided in the agreement.

The company has agreements with Messrs. Goodson, Bohn, Dempsey, Hollowell
and Zolnowski which provide that each executive is entitled to benefits
if, after a change in control (as defined) of the company, his employment
is ended through (i) termination by the company, other than by reason of
death or disability or for cause (as defined), or (ii) termination by him
following the first anniversary of the change in control or due to a
breach of the agreement by the company or a significant adverse change in
his responsibilities. The benefits provided are: (a) a cash termination
payment of up to three times the sum of the executive's annual salary and
his highest annual bonus during the three years before the termination and
(b) continuation of equivalent hospital, medical, dental, accident,
disability and life insurance coverage as in effect at the termination for
a period which generally will end two years after such change in control.
The agreement provides that if any portion of the benefits under the
agreement or under any other agreement would constitute an "excess
parachute payment" for purposes of the Internal Revenue Code of 1986, as
amended (the "Code"), benefits are reduced so that the executive is
entitled to receive $1 less than the maximum amount which he can receive
without becoming subject to the 20% excise tax imposed by the Code, or
which the company may pay without loss of deduction under the Code.

Certain Agreements

In connection with their retirement as employees of the company effective
February 11, 1994, the company entered into special retirement
arrangements with Stephen P. Mosling and J. Peter Mosling, Jr., who
continue to serve as Directors of the company. Those arrangements included
(i) supplemental retirement payments of $70,000 per calendar year from
February 11, 1994, until age 55 (on February 11, Mr. S. P. Mosling was 50,
and Mr. J. P. Mosling, Jr. was 52); (ii) supplemental retirement payments
after age 55 in an amount equal to $25,000 per calendar year; and (iii)
entitlement, at the company's expense and until age 65, to the standard
medical and life insurance coverage that the company offers to salaried
employees.

REPORT OF THE COMPENSATION COMMITTEE

Responsibility for executive officer compensation is vested in the Board
of Directors and its Compensation Committee. The Compensation Committee
meets as necessary to review with the Chairman and Chief Executive Officer
the performance of other executive officers of the company, and without
him in evaluation of his performance. The Compensation Committee
recommends executive officer compensation to the Board of Directors, which
acts upon such recommendations after review and discussion. The
Compensation Committee is also responsible for establishing and
administering the policies that govern the award of incentives. In fiscal
1996, the Board of Directors did not modify or reject in any material way
the Compensation Committee's recommendations.

The practice of the company with respect to executive officer compensation
is to place a significant part of total compensation at risk and related
to the financial performance of the company. During 1995, the
Compensation Committee further focused the risk component of executive
officer compensation on increased motivation and diligence during the next
two years when the executive officers are charged with continuing to
manage the businesses of the company through significant market changes
and the uncertainties which result from a sharp reduction in defense
expenditures, and during which period there was planned the implementation
of the Strategic Alliance with Freightliner Corporation. At the
conclusion of 1996, the Compensation Committee took the further action of
basing the risk component of executive officer compensation entirely upon
the value of shares of the Class B Common Stock of the company by
providing that the after-income tax amount of bonuses will be payable in
restricted shares of such stock. The restrictions against transfer as to
such shares will lapse ratably over three years following the dates of
such awards.

The company's executive officer compensation historically has been
comprised of base salary, annual incentive compensation and long-term
incentive compensation in the form of stock options. In order to attract,
retain and provide incentives to valued executives, the Compensation
Committee has established base salary ranges at competitive levels and has
set incentive opportunities in conformity to competitive practices. To
gauge competitive practice, the Compensation Committee has considered the
experience of the company in the last four years in recruiting new senior
level executives, and has sought the advice of Towers Perrin, an executive
compensation consulting firm that advised the Compensation Committee
extensively in 1994, and again in 1996.

For purposes of determining competitive levels, the Compensation Committee
focused primarily upon data reflecting compensation paid to executives
with similar responsibilities at industrial companies of a similar revenue
size. The Compensation Committee believes that the company's competitors
for executive talent include significantly more companies than those peer
group companies for which stock performance is reflected in the
performance graph set forth elsewhere in this Proxy Statement. Further,
the company often has recruited executives from automotive component
manufacturers, none of whom is a member of the peer group index used for
the performance graph. Finally, the company has had a number of recent
occasions to evaluate competitive compensation issues in hiring and
retaining executive officers and other highly paid managers.

Base Salary

The company has established base salary ranges that are based on
competitive data and has granted salary increases based upon a combination
of the performance of the executive officer, that part of the business of
the company for which the officer is responsible, and company performance
and profitability. In considering such executive officer performance,
the Compensation Committee takes into consideration the fact that the
company has commercial lines of business in which financial success and
market share are most directly affected by price and service competition,
which contrast with the defense business which is more directly affected
by performance requirements of a major customer. The performance of the
Chairman and CEO is evaluated on the basis of achievement of his goals and
objectives, which are established annually by the Compensation Committee
and which include the profitability and performance of the company as a
whole.

Annual Incentive Awards

The company maintains an Incentive Compensation Plan ("ICP") that is
designed to reward achievement of business objectives determined by the
Compensation Committee and approved by the Board of Directors. Awards are
considered for those executives who the Compensation Committee determines
can have a significant impact upon company performance. To ensure
compliance with this objective, the Compensation Committee consulted
extensively with Towers Perrin, as indicated, to verify that the annual
incentive practices of the company do indeed provide appropriately
competitive incentive compensation opportunities.

At the beginning of each year, the Chairman and Chief Executive Officer in
consultation with the Compensation Committee establishes company and
individual executive officer performance objectives. The Compensation
Committee authorizes a two-component fund for incentive compensation. The
first, which was $150,000 in 1996, is used by Mr. Goodson to recognize
unanticipated but significant individual contributions by company
employees during the year. The Compensation Committee is timely advised
by Mr. Goodson of the reasons for and amounts of all awards. No awards
were made from this pool during the year to any executive officers.

The second component of the fund is a percentage of base salary for
executive officers and other highly compensated employees. For executive
officers, this percentage ranges in 1997 from 45% of base salary to a
high, for Mr. Goodson, of 100%. This component is intended to compensate
executive officers to the full extent of potential annual incentive
compensation as and when the company realizes the full extent of its
intended operating results. Bonus payments for 1996 commenced under this
component of the ICP if the company achieved 75% of its targeted profits.
At 100% of targeted profits, 100% of the bonus potential was payable. The
over-all operations of the company did not achieve targeted objectives. As
a result, the company has paid no executive officer bonuses from this
component of the fund for 1996. Executive officer bonuses payable from
this component of the fund for 1997 will be paid, after applicable income
tax effects, entirely in restricted shares of Class B Common Stock of the
company. The restrictions apply to transferability of the shares, and
will lapse ratably over three years following the dates of such awards.

Long-Term Incentive Compensation

In 1990, the shareholders approved the creation of an Incentive Stock
Plan. Its objectives are to encourage and facilitate ownership of company
stock by those highly compensated employees for whom a personal commitment
to long-term shareholder interests is most important. The practice of the
Compensation Committee has been to grant stock options based upon the
level of responsibility placed on each executive officer, the individual
performance, and upon the potential of the executive to contribute to the
future success of the company.

In 1994, in order to reinforce accomplishment of its objectives of
structuring compensation to retain and properly motivate executive
officers, particularly over the next critical years, the Compensation
Committee granted additional stock options. In September 1996, the
committee decided to base all long-term incentive compensation solely upon
restricted shares of Class B Common Stock of the company. As a result, no
stock options were awarded to executive officers for 1997.

In 1994, the Compensation Committee also created a second long-term
incentive which takes into consideration the fact that superior executive
officer performance in the important near term may not have a recognizable
effect upon the price of the stock of the company even though it is
critical to the long-term enhancement of value for shareholders. In this
program incentives are based upon a combination of company performance and
stock price performance.

With the approval of the Board of Directors in March 1994, the
Compensation Committee adopted the Oshkosh Truck Corporation 1994
Long-Term Incentive Compensation Plan (the "LTICP") and approved awards
under the LTICP. The Compensation Committee believed awards under the
LTICPwould account for approximately two-thirds of the long-term
compensation value which executive officers might earn during 1995 and the
ensuing three years. Under the LTICP, the Compensation Committee awarded
performance share units to participants. Whether a participant received
payments with respect to awarded units depended upon the financial
performance of the company over a three-year period. The number of units
an executive might earn over such period will depend upon company
performance under objective performance criteria including a return on
<PAGE>

equity. However, the value of each unit if earned would depend upon the
price of the Class B Common Stock when earned. The LTICP met the
objectives of the Compensation Committee because (i) the number of
performance share units awarded was based upon financial performance while
their value was tied to stock price; and (ii) annual awards under the
LTICP would continue to focus executive officers on the important
three-year performance cycle.

In March 1994, the Compensation Committee made initial awards under the
LTICP and established the framework for future awards in the next four
fiscal years. Because of a delay of approximately one year in completing
the LTICP, the Compensation Committee approved award sizes for each of the
first two years that were 150% of the size of the remaining three years on
the basis that doing so was appropriate in light of the challenges facing
the company and its executive management.

In September, 1996, the Compensation Committee determined, and the Board
of Directors concurred, that the LTICP had fulfilled its purpose of
management retention, but failed its purpose of incentive compensation.
As a result, the LTICP was terminated. Performance share units previously
awarded have been surrendered to the company by all affected executive
officers because they were without value.

Code Section 162(m)

Section 162(m) of the Internal Revenue Code limits the company's income
tax deduction for compensation paid in any taxable year to certain
executive officers to $1,000,000, subject to several exceptions. It is
the policy of the Compensation Committee that the company should use its
best efforts to cause any compensation paid to executives in excess of
such dollar limit to qualify for such exceptions and, therefore, to
continue to be deductible by the company. In particular, the Incentive
Stock Plan is designed to permit awards which will continue to qualify for
the Code's exception for "performance-based compensation" under
aggressive financial performance by the company and optimistic stock price
activity.

Conclusion

The Compensation Committee believes that these components of the executive
compensation program provide compensation for executive officers that is
competitive with that offered by corporations with which the company
competes for retention of executive excellence. Further, and particularly
with the recent changes to the incentive compensation component, the
Compensation Committee believes executive management equity incentive is
better aligned with interests of the shareholders and these incentives
will motivate executives for the longer term challenges with which the
company is faced.

COMPENSATION COMMITTEE

J. William Andersen, Chairman
Daniel T. Carroll
Stephen P. Mosling

Compensation Committee Interlocks and Insider Participation

During fiscal year 1996, the Compensation Committee consisted of J.
William Andersen, Daniel T. Carroll and Stephen P. Mosling. During the
fiscal year 1996, and continuing through 1999, the company incurred and
will continue to incur rental expense of $128,400 per year under a lease
between the company and Cadence Company, a partnership of which Stephen P.
Mosling, and J. Peter Mosling, Jr., together with their four sisters, are
equal partners. The lease relates to property and a building used by the
company as a new product development center. The lease will expire on July
31, 1999.

In addition, in consideration for their agreement on April 26, 1996, to
convert their shares of Class A Common Stock into shares of Class B Common
Stock on the earliest to occur of: the death of the survivor of them;
the legal incapacity of both of them under circumstances in which neither
of them has the legal capacity and capability to vote a majority of the
issued and outstanding shares of Class A Common Stock at that time, which
thereafter continues for a period of time which includes the date of a
regularly scheduled annual meeting of the shareholders and two hundred
seventy days following such date, or the number of shares of Class A
Common Stock which they own beneficially in their own names, or in the
names of their trustees, guardians, custodians or other legal
representatives, is less than 150,000, Messrs. Mosling each were paid
$50,000.

Performance Information

Set forth below is a line graph comparing the yearly percentage change
during the last five years in the company's cumulative total shareholder
return on the Class B Common Stock with the cumulative total return of
companies on the NASDAQ Market Index and companies in a peer group
selected in good faith by the company. The comparison assumes that $100
was invested on September 30, 1991, in the company's Class B Common Stock,
the stated index, and the peer group. Total return assumes reinvestment of
dividends. The companies in the peer group comparison, as reported in
prior years are: PACCAR Inc. and Navistar International Corp. The
returns of each component company in the peer group have been weighted
based on such company's relative market capitalization.

[PERFORMANCE GRAPH]

1991 1992 1993 1994 1995 1996
Oshkosh Truck
Corporation $100.00 $71.92 $72.83 $90.99 $133.07 $101.61
NASDAQ Market
Index $100.00 $98.34 $127.89 $135.34 $164.32 $191.84
Peer Group $100.00 $99.50 $116.42 $94.76 $100.53 $120.43

Compensation of Directors

Each outside Director of the company (currently Messrs. Andersen, Carroll,
Grebe, J.P. Mosling, Jr., and S. Mosling) is entitled to receive an
annual retainer of $16,000 for service as a Director, plus $1,000 for each
Board meeting attended, and a fee of $750 for each meeting attended of the
audit, compensation, executive, strategic planning and nominating
committees. The committee chairperson receives an additional $1,000 per
year. In addition, each outside Director annually receive options to
acquire 1,000 shares of Class B Common Stock.

CERTAIN TRANSACTIONS

During fiscal year 1996, the company paid Mr. J. Peter Mosling, Jr., the
sum of $10,000 for strategic consulting services. The Compensation
Committee also extended the time for exercise of certain stock options
held by Messrs. Mosling for twelve months, to February 10, 1997. In
addition, in consideration for their agreement in connection with the
Strategic Alliance with Freightliner Corporation to forego the right to
sell any of their Class A Common Stock during the term of the Alliance
except in exchange for shares of Class B Common, Stock, Messrs. Mosling
each were paid $200,000.

For additional information about certain transactions see Compensation
Committee Interlocks, Insider Participation, and the discussion of
Background and Purpose to the Proposal to Amend and Restate the Company's
Restated Articles of Incorporation.

PROPOSAL TO AMEND AND RESTATE THE COMPANY'S
RESTATED ARTICLES OF INCORPORATION

General. Article Third of the company's Articles of Incorporation as
amended and restated (the "Existing Articles") currently authorizes the
company to issue 21,000,000 shares of capital stock, 19,000,000 of which
may be common stock, $.01 par value ("Common Stock"), and 2,000,000 of
which may be preferred stock, $.01 par value ("Preferred Stock"). Of the
authorized shares of Common Stock, 1,000,000 shares may be issued as Class
A Common Stock ("Class A Common Stock") and 18,000,000 shares may be
issued as Class B Common Stock ("Class B Common Stock"). As of December
18, 1996, 407,116 shares of Class A Common Stock were issued and
outstanding, 8,239,856 shares of Class B Common Stock were issued and
outstanding, and no shares of Preferred Stock were issued and outstanding.
The Board of Directors of the company has proposed to amend and restate
the Existing Articles to (a) express in the articles of incorporation the
right of holders of Class A Common Stock to convert shares into Class B
Common Stock on a share-for-share basis, at the option of the holder and
pursuant to an exchange procedure the company establishes, which right
such holders currently have pursuant to action by the Board of Directors
of the company, (b) provide that all outstanding shares of Class A Common
Stock will automatically be converted into Class B Common Stock on a
share-for-share basis at such time as the number of issued and outstanding
shares of Class A Common Stock beneficially owned by Messrs. J.P. Mosling,
Jr., and S.P. Mosling decreases to less than 150,000, at which time the
voting, dividend and liquidation rights of the Class B Common Stock would
automatically be modified to eliminate features that were related to the
company's existing two-class common stock structure, (c) redesignate Class
B Common Stock as "Common Stock" on the effective date of the amendment
and restatement of the Existing Articles, and (d) effect certain other
changes described more fully below (the "Proposal"). A copy of Article
Third of the Existing Articles, marked to show changes that the Proposal
would effect if it is approved by the company's shareholders, is attached
as Exhibit A to this Proxy Statement.

The Board of Directors believes that the Proposal is in the best interests
of the company and its shareholders and, as provided by the Wisconsin
Business Corporation Law, has directed that the Proposal be submitted to a
vote of the shareholders. Under Wisconsin law and the Existing Articles,
the affirmative vote of the holders of at least a majority of the
outstanding shares of Class A Common Stock and at least a majority of the
outstanding shares of Class B Common Stock, each voting as a separate
class, is required for adoption of the Proposal.

As of the record date for the annual meeting, Stephen P. Mosling ("S.P.
Mosling") controlled the voting of 156,458 shares of Class A Common Stock,
representing approximately 55.4% of the outstanding shares of Class A
Common Stock, and 365,111 shares of Class B Common Stock, representing
approximately 4.4% of the outstanding shares of Class B Common Stock. As
of such record date, J. Peter Mosling, Jr. ("J.P. Mosling, Jr.")
controlled the voting of 226,508 shares of Class A Common Stock,
representing approximately 38.3% of the outstanding shares of Class A
Common Stock, and 239,951 shares of Class B Common Stock, representing
approximately 2.9% of the outstanding shares of Class B Common Stock.
Under an agreement that S.P. Mosling and J.P. Mosling, Jr. entered into
with the company that is discussed more fully below, S.P. Mosling and J.P.
Mosling, Jr. are each obligated to vote all of their shares of Common
Stock in favor of the Proposal. Accordingly, adoption of the Proposal by
the holders of Class A Common Stock is assured. However, neither Messrs.
S.P. Mosling and J.P. Mosling, Jr., nor all directors and officers of the
company and their affiliates own in the aggregate a sufficient number of
shares of Class B Common Stock to assure adoption of the Proposal by the
holders of Class B Common Stock.

Background and Purpose. The company's Board of Directors and shareholders
took the initial action to approve a two-class common stock structure in
1956. In 1985, in anticipation of the initial public offering of Class B
Common Stock to the public, the company's Board of Directors and
shareholders approved certain changes to the two-class common stock
structure to facilitate the initial public offering. As a result of
transactions relating to the initial public offering, S.P. Mosling and
J.P. Mosling, Jr. acquired increased voting control of the company by
virtue of their beneficial ownership of shares of Class A Common Stock.

In 1994, the company commenced preliminary discussions with Freightliner
Corporation ("Freightliner") regarding potential strategic transactions,
which negotiations culminated in June 1995 when a subsidiary of
Freightliner acquired certain assets from the company that made up the
company's motorhome, bus and van chassis business and the company and
Freightliner entered into a strategic alliance (the "Freightliner
Transactions"). The alliance included Freightliner's purchase of 350,000
shares of Class B Common Stock at $15.00 per share and Freightliner's
purchase of warrants to acquire up to 1,250,000 shares of Class B Common
Stock at $16.50 per share for a period of up to seven years at a warrant
price of $3.35 per share. The alliance also provided for the transfer to
the company of Freightliner's noncommercial defense business and products,
gave the company access to the Freightliner distribution system for
selling its specialty products, provided that the company would assemble
several series of Freightliner specialty trucks and stated that the
companies will join in developing new trucks and components.

Throughout negotiations between the company and Freightliner, Freightliner
expressed concern about the company's two-class common stock structure and
the controlling interest of S.P. Mosling and J.P. Mosling, Jr. in the
Class A Common Stock. In particular, Freightliner communicated that it
was reluctant to invest in a relationship with the company if a third
party could reap the rewards of that investment through the acquisition of
the Class A Common Stock held by S.P. Mosling and J.P. Mosling, Jr. and
without acquiring all of the outstanding Common Stock. Thus, Freightliner
indicated to the company that it would not be willing to enter into the
Freightliner Transactions or similar transactions unless it received
satisfactory assurance that S.P. Mosling and J.P. Mosling, Jr. could not
dispose of control of the company in a manner adverse to Freightliner.

However, such assurance required commitments from S.P. Mosling and J.P.
Mosling, Jr. in their capacities as shareholders of the company, and
neither Freightliner nor the company could compel S.P. Mosling or J.P.
Mosling, Jr. to take actions in their capacities as shareholders to
facilitate the Freightliner Transactions. As a result, S.P. Mosling and
J.P. Mosling, Jr. had the ability to choose not to make any commitments to
Freightliner, thereby rendering the company unable to consummate the
Freightliner Transactions.

Because the Board of Directors of the company believed consummation of the
Freightliner Transactions was in the best interests of the company and its
shareholders, the company explored with S.P. Mosling and J.P. Mosling, Jr.
whether and to what extent they would be willing to make commitments to
Freightliner. Further, the Board of Directors believed the circumstances
presented the opportunity to attempt to address long-term issues regarding
succession to the voting control of the Class A Common Stock that S.P.
Mosling and J.P. Mosling, Jr. hold. In the view of the Board of
Directors, all shareholders of the company would benefit from any action
to clarify the disposition, on a long term basis, of that control.

In light of the above, the company entered into a letter agreement with
S.P. Mosling and J.P. Mosling, Jr., dated as of June 2, 1995, pursuant to
which S.P. Mosling and J.P. Mosling, Jr. agreed to execute the letter
agreement with Freightliner described below, to take actions within their
power to effect an amendment to the Existing Articles such as that set
forth in the Proposal and to execute an agreement with the company
confirming that, upon the death of the last survivor of them, or the
earlier incapacity of either of them to vote their shares of Class A
Common Stock beneficially owned by them will be converted into Class B
Common Stock. The consequence of which this would be in a single class
common stock structure for the company, assuming the Proposal is adopted.
The latter agreement was executed by the Company and Messrs. Mosling on
April 26, 1996 (the "1996 Agreement"). In return for all of such
commitments, the company paid $250,000 to each of S.P. Mosling and J.P.
Mosling, Jr.

Under the letter agreement with Freightliner that the shareholders
committed to execute (the "Freightliner Letter"), S.P. Mosling and J.P.
Mosling, Jr. agreed that they would not transfer shares of Class A Common
Stock unless they first surrender the shares to be transferred to the
company to be exchanged on a share-for-share basis for shares of Class B
Common Stock and that they will not transfer Class A Common Stock in any
event if, following the transfer and related exchange, S.P. Mosling and
J.P. Mosling, Jr. would not, in the aggregate, own a majority of the
outstanding Class A Common Stock. The Freightliner Letter does allow S.P.
Mosling and J.P. Mosling, Jr. to transfer shares of Class A Common Stock
to family members and certain other limited "Permitted Transferees," in
each case assuming the transferee takes shares subject to the restrictions
of the Freightliner Letter. The Freightliner Letter allows S.P. Mosling
and J.P. Mosling, Jr. to exchange shares of Class A Common Stock with R.
Eugene Goodson, Chairman and Chief Executive Officer of the company, under
a letter agreement among S.P. Mosling, J.P. Mosling, Jr. and Mr. Goodson,
dated June 25, 1990 (the "Goodson Letter"). Under the terms of the
Goodson Letter, Mr. Goodson may exchange shares of Class B Common Stock
that he then owns for shares of Class A Common Stock that S.P. Mosling and
J.P. Mosling, Jr. then own, up to such point as Mr. Goodson then owns one-
third of the total of the shares of Class A Common Stock then owned by
S.P. Mosling and J.P. Mosling, Jr. Any Class A Common Stock that Mr.
Goodson receives in such an exchange would be subject to the restrictions
of the Freightliner Letter. The restrictions set forth in the
Freightliner Letter expire (i) upon termination of the alliance agreement
with Freightliner entered into as part of the Freightliner Transactions if
Freightliner has not theretofore exercised its warrants to acquire Class B
Common Stock or (ii) at such time thereafter as Freightliner beneficially
owns less than 5% of the outstanding shares of Class B Common Stock. In
the Freightliner Letter, the company agreed to accept shares of Class A
Common Stock in exchange for Shares of Class B Common Stock and also
agreed to seek to obtain necessary approvals by the Board of Directors and
shareholders of the company for the Proposal.

In conjunction with the above, on June 2, 1995, the Board of Directors
approved making an offer to holders of Class A Common Stock allowing the
voluntary conversion of shares of Class A Common Stock on a share-for-
share basis for shares of Class B Common Stock. Since the offer was
formally made to holders of Class A Common Stock on June 20, 1995, holders
of 40,412 shares of Class A Common Stock have voluntarily elected to
convert their Class A Common Stock into shares of Class B Common Stock
through November 20, 1996.

The 1996 agreement between the company and Messrs. S.P. Mosling and J.P.
Mosling, Jr., provides that, except to each other or trusts for their
benefits, or pursuant to the exchange agreement with Mr. Goodson, they
will not sell shares of Class A Common Stock except in conversion of such
shares to shares of Class B Common Stock. In addition, they agreed that
upon the event of the death of the survivor of them, or at the earlier
time, if any, that neither of them has the legal capacity and capability
to vote their shares of company stock, then they or their legal
representatives and trustees, if any, shall act to effect complete
elimination of Class A Common Stock, so that the company will have only
one class of issued and outstanding stock.

Because Mr. S.P. Mosling currently is the beneficial owner of 156,458
shares of Class A Common Stock, the company has determined that it is in
the interests of the company and its shareholders that if, under any
combination of circumstances, including conversions and redemptions, the
number of shares of Class A Common Stock which remain issued and
outstanding should fall below 150,000 shares, then the Articles of
Incorporation should provide at that time for the mandatory exchange of
all such outstanding shares for an equal number of shares of Class B
Common Stock, which will be known, simply, as "common stock" without
classification.

The following is a summary of certain terms and the relative rights of the
Class A Common Stock and the Class B Common Stock under the Existing
Articles:

Dividends. Dividends must be paid on both the Class A Common Stock and
the Class B Common Stock at any time that dividends are paid on either.
Whenever any dividends (other than dividends of company stock) 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.

Voting Rights. Holders of the Class B Common Stock have the right to
elect or remove as a class 25% of the entire Board of Directors of the
Company rounded to the nearest whole number of directors, but not less
than one. Holders of Class B Common Stock are not entitled to vote on any
other corporate matters, except as may be required by law in connection
with certain significant actions such as certain mergers and amendments to
the Existing Articles, and are entitled to one vote per share on all
matters upon which they are entitled to vote. Holders of Class A Common
Stock are entitled to elect the remaining directors (subject to any rights
granted to any series of Preferred Stock) and are entitled to one vote per
share for the election of directors and on all matters presented to the
shareholders for vote.

Liquidation Rights. Upon liquidation, dissolution or winding up of the
company, and after distribution of any amounts due to holders of any
outstanding shares of Preferred Stock, holders of Class B Common Stock are
entitled to receive $7.50 per share (subject to adjustment in the event of
stock splits, stock dividends or similar events involving shares of Class
B Common Stock) before any payment or distribution to holders of Class A
Common Stock. Thereafter holders of Class A Common Stock are entitled to
receive $7.50 per share (subject to adjustments for stock splits, stock
dividends or similar events involving shares of Class A Common Stock)
before any further payment or distribution to holders of Class B Common
Stock. Thereafter, holders of the Class A Common Stock and Class B Common
Stock share on a pro rata basis and all payment or distributions upon
liquidation, dissolution or winding up of the company.

Effects of Proposal. In summary terms, adoption of the Proposal will have
the following effects; this summary is qualified by the full text of the
changes to the Existing Articles that would be under the Proposal, which
is set forth on Exhibit A hereto and is incorporated herein by reference:

(a) The company's articles of incorporation will formally reflect that
holders of Class A Common Stock have the right to convert such stock into
shares of Class B Common Stock at any time, but in this regard adoption of
the Proposal will not increase the rights that holders of Class A Common
Stock already have pursuant to the action of the Board of Directors
described above and will not change the effects of such a conversion.

(b) Adoption of the Proposal will render Section 180.1150 of the
Wisconsin statutes inapplicable to the company so long as the company's
two-class common stock structure remains in place. Section 180.1150
provides that certain holders of common stock of a corporation to which
the statute applies have limited voting rights unless and until
shareholders approve full voting rights of such shares. So long as the
company has a two-class common stock structure, the Board of Directors
believes that it is inappropriate for such statute to apply to the
company.

(c) If the Proposal is adopted, then at such time as the issued and
outstanding shares of Class A Common Stock beneficially owned by Messrs.
Mosling should become less than 150,000, whether pursuant to the 1996
agreement between the company and Messrs. Mosling, or otherwise, (the
"Trigger Event"), all then outstanding shares of Class A Common Stock will
automatically be converted into shares of Class B Common Stock. Until the
occurrence of the Trigger Event, S.P. Mosling and J.P. Mosling, Jr. will
continue to be entitled to exercise their voting control over the Class A
Common Stock regardless of the number of shares of Class B Common Stock
they beneficially own or that are outstanding. From and after the
occurrence of a Trigger Event, the existing differences between rights
attributable to share of Class A Common Stock relative to those
attributable to a share of Class B Common Stock, with respect to
dividends, entitlements upon liquidation of the company and voting rights,
will be eliminated, and all shares of Common Stock will generally have the
same rights with respect to voting, dividends and upon liquidation.

(d) Upon the effective date of the Proposal, generally the company will
not have authority to issue shares of Class A Common Stock without
approval of the shareholders.

(e) Upon the effective date of the Proposal, shares of Class B Common
Stock will automatically be redesignated as "Common Stock." There will be
no requirement to tender shares of Class B Common Stock to effect such
redesignation.

Under current federal income tax law, (i) a holder of Class A Common Stock
will not recognize any gain or loss for federal income tax purposes upon
the voluntary or mandatory exchange of shares of Class A Common Stock
solely for shares of Class B Common stock, (ii) the tax basis of the Class
B Common Stock received in the exchange will be the same as the tax basis
of the Class A Common Stock surrendered in exchange for such stock and
(iii) the holding period of the Class B Common Stock received in the
exchange will include the holding period of the Class A Common Stock
surrendered in exchange, provided that the share of Class A Common Stock
were held as a capital asset by the holder at the time of the exchange.
Holders of Class A Common Stock are urged to consult their own tax adviser
as to the specific tax consequences to them of any such exchange.

Board Position and Required Vote. The Board of Directors of the company
recommends that holder of Class A Common Stock and Class B Common Stock
vote FOR the Proposal. In the view of the Board of Directors, upon the
occurrence of a Trigger Event, the two-class common stock structure set
forth in the Existing Articles will no longer be beneficial to the company
and its shareholders, and at such time it will be in the best long-term
interests of the company's shareholders to have a single class common
stock structure. For the proposal to be adopted, holders of a majority of
the outstanding share of Class A Common Stock and a majority of the
outstanding shares of Class B Common Stock must vote for the Proposal.
Abstentions and broker nonvotes will have the same effect as votes against
the Proposal.

SELECTION OF INDEPENDENT AUDITORS

The Board of Directors has selected Ernst & Young LLP as the independent
auditors for the purpose of auditing the financial statements of the
company for fiscal year 1997. Ernst & Young LLP has served as the
company's auditors since 1976.

Representatives of Ernst & Young LLP will be present at the Annual Meeting
and will have an opportunity to make a statement if they desire to do so
and to respond to appropriate questions.

BOARD OF DIRECTORS AND COMMITTEES

The Board of Directors held meetings during fiscal 1996. With the
exception of Mr. James Hebe, who recused himself from meetings at which
discussion occurred on matters which presented conflicts of interest
between the company and Freightliner Corporation, each incumbent Director
during the last year attended at least 75% of the aggregate of the total
meetings of the Board of Directors held while such person was a Director
and the total meetings of the Committees of the Board on which he served.
The company has appointed Executive, Compensation, Audit, Strategic
Planning and Nominating Committees for Class A and Class B directors of
the Board of Directors.

The functions of the Executive Committee are to oversee corporate policy,
to review management proposals and to make recommendations on those
proposals to the Board of Directors and to exercise certain other
executive powers. The committee, which held eight meetings during fiscal
1996, currently consists of Messrs. Goodson, J. Peter Mosling, Jr. and
Stephen P. Mosling.

The Compensation Committee recommends all officer salaries and
supplemental compensation plans to the Board of Directors. The committee,
which held two meetings during fiscal 1996, currently consists of Messrs.
Andersen, Carroll and S.P. Mosling.

The functions of the Audit Committee are to meet with the independent
auditors of the company and with the Manager of Internal Audit of the
company regarding the financial statements of the company, the adequacy of
internal controls and procedures of the company as they relate to such
statements, and adherence of employees to company controls, policies and
procedures which effect such statements. The committee currently consists
of Messrs. Andersen, Carroll and S.P. Mosling. The committee held five
meetings during Fiscal 1996, including two meetings in executive session
with representatives of Ernst & Young LLP and, separately, with the
Manager of Internal Audit.

The Strategic Planning Committee consults with the Chairman and CEO, and
other executive officers on matters of long-term strategic planning. The
committee was formed after conclusion of the Strategic Alliance with
Freightliner Corporation, and currently consists of Messrs. Andersen,
Goodson, and J.P. Mosling, Jr. The committee met three times during
fiscal 1996.

The Nominating Committees recommend individuals for nomination and
appointment or election to the Board of Directors of the company. The
committee for Class A Directors currently consists of Messrs. Bohn, Grebe
and S.P. Mosling. It did not meet during fiscal year 1996. The committee
for Class B Directors currently consists of Messrs. Carroll and Grebe and
met once during fiscal year 1996.

OTHER MATTERS

At the Annual Meeting, shareholders will approve the minutes for the 1995
Annual Meeting; such action will not constitute approval or disapproval of
any of the matters referred to in the minutes.

Management knows of no matters other than those stated which are likely to
be brought before the Annual Meeting. However, in the event that any other
matter shall properly come before the meeting, it is the intention of the
persons named in the forms of proxy to vote the shares represented by each
such proxy in accordance with their judgment on such matters.

All shareholder proposals for presentation at the 1998 Annual Meeting must
be received at the offices of the company, P.O. Box 2566, Oshkosh,
Wisconsin 54903, by August 19, 1997, for inclusion in the 1998 proxy
statement.

Section 16(a) of the Securities Exchange Act of 1934 requires the
company's officers and directors to file reports of stock ownership and
changes in stock ownership with the Securities and Exchange Commission.
SEC regulations require officers and directors to furnish the company with
copies of all Section 16(a) forms they file. Based solely on a review of
such forms furnished to the company, the company believes that during the
period from September 30, 1995, through September 28, 1996, all of its
officers and directors complied with Section 16(a) filing requirements.

COST OF SOLICITATION

The cost of soliciting proxies will be borne by the company. The company
expects to solicit proxies primarily by mail. Proxies may also be
solicited personally and by telephone by certain officers and regular
employees of the company. It is not anticipated that anyone will be
specially engaged to solicit proxies or that special compensation will be
paid for that purpose. The company will reimburse brokers and other
nominees for their reasonable expenses in communicating with the persons
for whom they hold stock of the company.

By order of the Board of Directors,

TIMOTHY M. DEMPSEY, Secretary
OSHKOSH TRUCK CORPORATION

<PAGE>
EDGAR only: Additions are bracketed and deletions are between forward
slashes.

[RESTATED] ARTICLES OF INCORPORATION

OSHKOSH TRUCK CORPORATION
/As Amended and Restated/

FIRST: The name of the corporation is OSHKOSH TRUCK
CORPORATION.

SECOND: The purpose for which the corporation is organized is
to engage in any lawful activity within the purposes of which corporations
may be organized under Chapter 180 of the Wisconsin Statutes.

THIRD: [As of December 18, 1996, the authorized, issued and
outstanding common stock, one cent ($.01) par value, of the corporation
consists of Class A Common Stock ("Class A Common Stock") and Class B
Common Stock ("Class B Common Stock"). Upon the effectiveness of these
Restated Articles of Incorporation, each issued and outstanding share of
Class B Common Stock shall immediately and automatically be redesignated
without further act on anyone's part as a share of "Common Stock" ("Common
Stock"), and stock certificates representing outstanding shares of Class B
Common Stock shall thereupon and thereafter be deemed to represent a like
number of shares of Common Stock.

Until such time as no shares of Class A Common Stock are issued and
outstanding, Sections AA through DD of this Third Article shall govern and
be applicable. From and after such time as no shares of Class A Common
Stock are issued and outstanding, Sections A through D of this Third
Article shall govern and be applicable.

At such time as Sections AA through DD of this Third Article
shall no longer govern and apply, the appropriate officers of the
corporation shall promptly (i) cause to be prepared and duly filed with
the Wisconsin Secretary of State such documents as are necessary to
restate these Amended and Restated Articles to eliminate Sections AA
through DD of this Third Article and any other words, sentences, clauses
or paragraphs contained in this Third Article providing for or relating to
Class A Common Stock and/or the conversion of shares of Class A Common
Stock into shares of Common Stock and (ii) cause to be prepared and sent
to registered holders of Common Stock a notice to the effect that such
action has been taken.

A. STOCK

The total number of shares of stock which the corporation shall
have the authority to issue is twenty-one million (21,000,000) shares
itemized by classes as follows:

2. Two million (2,000,000) shares of preferred stock, one cent
($.01) par value (the "Preferred Stock").

B. THE COMMON STOCK AND THE CLASS A COMMON STOCK

1. The holders of Common Stock shall be entitled to receive
dividends when and if declared by the Board of Directors out of any funds
legally available for the payment of such dividends; provided, however,
that if a share of Class A Common Stock shall be converted into Common
Stock pursuant to Paragraph 10.f of Section BB of this Third Article
subsequent to the record date for payment of a dividend or other
distribution on shares of Class A Common Stock but prior to such payment,
then the registered holder of such share at the close of business on such
record date shall be entitled to receive the dividend or other
distribution payable in the amount declared per share of Class A Common
Stock on the date set for payment of such dividend or other distribution
notwithstanding the conversion thereof or the corporation's default in
payment of the dividend or distribution due on such date.

2. Each share of Common Stock shall be entitled to one vote on
each matter submitted to a vote of holders of Common Stock; provided,
however, that if shares of Class A Common Stock shall be converted into
Common Stock pursuant to Paragraph 10.f of Section BB of this Third
Article subsequent to the record date for the determination of
shareholders entitled to vote at a meeting of shareholders or upon a
matter otherwise presented for a shareholder vote, but prior to such
meeting or vote, then the registered holder of each share of Class A
Common Stock and Common Stock at the close of business on such record date
shall be entitled to one vote for each such share at such meeting or for
such vote on each matter presented for a vote by the holders of Class A
Common Stock and/or Common Stock.

3. In case of any voluntary or involuntary liquidation,
dissolution or winding up of the corporation, the holders of Common Stock
shall be entitled to receive on a pro rata basis the proceeds of any
remaining assets of the corporation.

4. No holders of shares of Common Stock shall have a
preemptive right to acquire unissued shares of stock of the corporation or
securities convertible into such shares or carrying a right to subscribe
to or acquire such shares.

5. The rights of the Common Stock under this Section B of this
Third Article of these Restated Articles of Incorporation are subject to
the provisions of Section C below concerning the Preferred Stock.

6. From and after such time as no shares of Class A Common
Stock are issued and outstanding, the corporation shall not issue any
shares of Class A Common Stock.

C. THE PREFERRED STOCK

The Preferred Stock may be issued in series, and authority is
vested in the Board of Directors, from time to time, to establish and
designate series and to fix the variations in the powers, preferences,
rights, qualifications, limitations or restrictions of any series of the
Preferred Stock, but only with respect to:

1. the dividend rate or rates and the preferences, if any,
over any other class or series (or of any other class or series over such
class or series) with respect to dividends, the terms and conditions upon
which and the periods in respect of which dividends shall be payable,
whether and upon what conditions such dividends shall be cumulative and,
if cumulative, the date or dates from which dividends shall accumulate;

2. the price and terms and conditions on which shares may be
redeemed;

3. the amount payable upon shares in the event of voluntary or
involuntary liquidation;

4. sinking fund provisions for the redemption or purchase of
shares;

5. the terms and conditions on which shares may be converted
into shares of any other class or series of the same or any other class of
stock of the Corporation, if the shares of any series are issued with the
privilege of conversion; and

6. voting rights, if any.

Except as to the matters expressly set forth above, all series
of the Preferred Stock shall have the same preferences, limitations and
relative rights and shall rank equally, share ratably and be identical in
all respects as to all matters. All shares of any one series of the
Preferred Stock shall be alike in every particular.

D. GENERAL

1. Where approval by holders of shares of one or more classes
of the Common Stock and/or the Preferred Stock is required under the laws
of the State of Wisconsin to effect an amendment to these Restated
Articles of Incorporation, a merger or consolidation, a sale of the
corporation's assets, dissolution or otherwise, the affirmative vote of
the holders of a majority of the outstanding shares of each class entitled
to vote on such matter, in class votes where appropriate, shall be
sufficient to approve the action.]

/A/ [AA]. STOCK

The total number of shares of stock which the corporation shall
have the authority to issue is twenty-one million (21,000,000) shares
itemized by classes as follows:

1. Nineteen million (19,000,000) shares of common stock, one
cent ($.01) par value, divided into the following classes: (a) one
million (1,000,000) shares of Class A Common Stock (the "Class A Common
Stock"); and (b) eighteen million (18,000,000) shares of /Class B/ Common
Stock (the /Class B/ "Common Stock") (the Class A Common Stock and the
/Class B/ Common Stock are hereinafter collectively referred to as the
"Common /Stock/ [Shares]").

2. Two million (2,000,000) shares of preferred stock, one cent
($.01) par value (the "Preferred Stock").

/B/[BB]. THE COMMON /STOCK/ [SHARES]

1. Whenever any Dividend shall be paid by the corporation on
the Common /Stock/ [Shares], such Dividend shall be paid so that the
Dividend per share for the Common Stock shall equal one hundred fifteen
percent (115%) of the Dividend per share for the Class A Common Stock. As
used herein, the term "Dividend" shall mean any dividend paid by the
corporation in cash or other assets except a dividend payable solely in
shares of any class of the capital stock of this corporation. In
calculating the amount of any Dividend payable on the /Class B/ Common
Stock, such Dividend shall be rounded to the closest one quarter of one
cent ($.0025).

2. The holders of /Class B/ Common Stock shall not be entitled
to any vote on any matters except: (a) as may be required by law; and (b)
that the /Class B/ Common Stock shall have one vote for each share for the
election and removal of the Common Directors voting as a separate class.
The "Common Directors" shall be that number of Directors which constitutes
twenty five percent (25%) of the authorized number of members of the Board
of Directors, including, for all purposes, the /Class B/ Common Directors
and any Directors which are entitled to be elected by the holders of any
Preferred Stock. If twenty five percent (25%) of the authorized number of
Directors is not a whole number, then the number of /Class B/ Common
Directors shall be rounded to the closest whole number of Directors, but
not less than one (1). In determining the closest whole number, any number
which includes a fraction equal to .5 shall be deemed to be the next highest
whole number.

3. The holders of Class A Common Stock shall be entitled to
one vote for each share of Class A Common Stock on all matters except the
election of /Class B/ Common Directors.

4. In case of voluntary or involuntary liquidation,
dissolution or winding up of the corporation, the holders of /Class B/
Common Stock shall be entitled to receive out of the assets of the
corporation in money or money's worth the sum of Seven and 50/100 Dollars
($7.50) per share (the "First Common Payment"), subject to adjustment in
the event of any subdivisions, combinations, stock splits or stock
dividends involving shares of the /Class B/ Common Stock, before any of
such assets shall be paid or distributed to holders of Class A Common Stock,
and if the assets of the corporation shall be insufficient to pay the
holders of all of the /Class B/ Common Stock then outstanding the entire
First Common Payment, the holders of each outstanding share of the
/Class B/ Common Stock shall share ratably in such assets in proportion
to the amounts which would be payable with respect to /Class B/ Common
Stock if the First Common Payment was paid in full.

5. After payment in full of the First Common Payment, the
holders of Class A Common Stock shall be entitled to receive out of the
remaining assets of the corporation in money or money's worth the sum of
Seven and 50/100 Dollars ($7.50) per share (the "Second Common Payment"),
subject to adjustment in the event of any /sub divisions/ [subdivisions],
combinations, stock splits or stock dividends involving shares of the
Class A Common Stock, before any of such remaining assets shall be paid or
distributed to holders of the /Class B/ Common Stock, and if the remaining
assets of the corporation shall be insufficient to pay the holders of all
of the Class A Common Stock then /out standing/ [outstanding] the entire
Second Common Payment, the holders of each outstanding share of the Class
A Common Stock shall share ratably in such assets in proportion to the
amounts which would be payable with respect to Class A Common Stock if the
Second Common Payment was paid in full.

6. After payment in full of the First Common Payment and the
Second Common Payment, any further payments on the liquidation,
dissolution or winding up of the business of the corporation shall be on
an equal basis as to all of the /shares of/ Common /Stock/ [Shares] then
outstanding.

7. Except as to the matters expressly set forth above, the
Class A Common Stock and the /Class B/ Common Stock shall be identical in
all respects.

8. No holders of /shares of the/ Common /Stock/ [Shares] shall
have a preemptive right to acquire unissued shares of stock of the
corporation or securities convertible into such shares or carrying a right
to subscribe to or acquire such shares.

9. The rights of the Common /Stock/ [Shares] under this Section
/B/ [BB] of this Third Article of these Restated Articles of Incorporation
are subject to the provisions [of Section CC] below concerning the Preferred
Stock.

/C/ [10. Shares of Class A Common Stock shall be convertible into
shares of Common Stock as provided below:

a. Each share of Class A Common Stock may at any time or
from time to time, at the option of the respective holder thereof, be
converted into one (1) fully paid and nonassessable share of Common
Stock. Such conversion right shall be exercised by the surrender of
the certificate representing such share of Class A Common Stock to be
converted to the corporation at any time during normal business hours
at the principal executive offices of the corporation (to the
attention of the Secretary of the corporation), or if an agent for
the registration or transfer of shares of Class A Common Stock is
then duly appointed and acting (said agent being referred to in this
Article as the "Transfer Agent"), then at the office of the Transfer
Agent, accompanied by a written notice of the election by the holder
thereof to convert, and (if so required by the corporation or the
Transfer Agent) by instruments of transfer, in each case in form
satisfactory to the corporation and to the Transfer Agent, duly
executed by such holder or his duly authorized attorney, and transfer
tax stamps or funds therefor, if required pursuant to Paragraph 10.e.
below.

b. As promptly as practicable after the surrender for
conversion of a certificate representing shares of Class A Common
Stock in the manner provided in Paragraph 10.a. above, and the
payment to the corporation in cash of any amount required by the
provisions of Paragraph 10.e., the corporation will deliver or cause
to be delivered at the office of the Transfer Agent to, or, if no
Transfer Agent has been appointed, upon the written order of, the
holder of such certificate a certificate or certificates representing
the number of full shares of Common Stock issuable upon such
conversion, issued in such name or names as such holder may direct.
Such conversion shall be deemed to have been made immediately prior
to the close of business on the date of the surrender of the
certificate representing shares of Class A Common Stock, and all
rights of the holder of such shares as such holder shall cease at
such time, and the person or persons in whose name or names the
certificate or certificates representing the shares of Common Stock
are to be issued shall be treated for all purposes as having become
the record holder or holders of such shares of Common Stock at such
time; provided, however, that any such surrender and payment on any
date when the stock transfer records of the corporation shall be
closed shall constitute the person or persons in whose name or names
the certificate or certificates representing shares of Common Stock
are to be issued as the record holder or holders thereof for all
purposes immediately prior to the close of business on the next
succeeding day on which such stock transfer records are open.

c. No adjustments in respect of dividends shall be made
upon the conversion of any share of Class A Common Stock; provided,
however, that if a share shall be converted subsequent to the record
date for the payment of a dividend or other distribution on shares of
Class A Common Stock but prior to such payment, the registered holder
of such share at the close of business on such record date shall be
entitled to receive the dividend or other distribution payable in the
amount declared per share of Class A Common Stock on the date set for
payment of such dividend or other distribution notwithstanding the
conversion thereof or the corporation's default in payment of the
dividend or distribution due on such date.

d. The corporation will at all times reserve and keep
available, solely for the purpose of issuance upon conversion of the
outstanding shares of Class A Common Stock, such number of shares of
Common Stock as shall be issuable upon the conversion of all such
outstanding shares; provided, that nothing contained herein shall be
construed to preclude the corporation from satisfying its obligations
in respect of the conversion of the outstanding shares of Class A
Common Stock by delivery of purchased shares of Common Stock which
are held in the treasury of the corporation.

e. The issuance of certificates for shares of Common
Stock upon conversion of shares of Class A Common Stock shall be made
without charge for any stamp or other similar tax in respect of such
issuance. However, if any such certificate is to be issued in a name
other than that of the holder of the share or shares of Class A
Common Stock to be converted, the person or persons requesting the
issuance thereof shall pay to the corporation the amount of any tax
that may be payable in respect of any transfer involved in such
issuance or shall establish to the satisfaction of the corporation
that such tax has been paid.

f. If at any time the number of outstanding shares of
Class A Common Stock that the Moslings (as defined below)
beneficially own (as defined below) is less than 150,000 shares, then
the outstanding shares of Class A Common Stock shall be deemed
without further act on anyone's part to be immediately and
automatically converted into shares of Common Stock, and stock
certificates formerly representing outstanding shares of Class A
Common Stock shall thereupon and thereafter be deemed to represent a
like number of shares of Common Stock. For purposes here, "Moslings"
shall mean (a) Mr. J. Peter Mosling, Jr., (b) Stephen P. Mosling or
(c) any trustee, guardian or custodian for, or any executor,
administrator of other legal representative of the estate of J. Peter
Mosling, Jr. and/or Stephen P. Mosling. For purposes hereof, a
person shall be deemed to "beneficially own" shares of Class A Common
Stock if such person, directly or indirectly, has or shares voting
power that includes the power to vote, or to direct the voting of,
such shares.

11. From and after the effectiveness of these Restated Articles
of Incorporation, the Board of Directors of the corporation may only issue
shares of Class A Common Stock in the form of a dividend or other
distribution payable solely in shares of Class A Common Stock on or split-
up of the shares of Class A Common Stock and only to the then holders of
the outstanding shares of Class A Common Stock in conjunction with and in
the same ratio as a stock dividend or distribution on or split-up of the
shares of Common Stock. Except as provided in this Paragraph 11, the
corporation shall not issue additional shares of Class A Common Stock
surrendered for conversion in accordance with Paragraph 10 shall be
retired, unless otherwise approved by a vote of the holders of the
outstanding shares of Class A Common Stock and Common Stock, each voting
as a separate class.

CC.] THE PREFERRED STOCK

2. the price and terms and conditions on which shares may be
redeemed;

3. the amount payable upon shares in the event of voluntary or
involuntary liquidation;

4. sinking fund provisions for the redemption or purchase of
shares;

5. the terms and conditions on which shares may be converted
into shares of any other class or series of the same or any other class of
stock of the /Corporation/ [corporation], if the shares of any series are
issued with the privilege of conversion; and

6. voting rights, if any.

/D/ [DD]. GENERAL

1. The number of authorized shares of any class of the capital
stock of the corporation may be increased or decreased (but not below the
number of shares of such class then outstanding) by the affirmative vote
of the holders of a majority of the outstanding Class A Common Stock.

2. Where approval by holders of shares of one or more classes
of the Common /Stock/ [Shares] or the Preferred Stock is required under the
laws of the State of Wisconsin to effect an amendment to these Restated
Articles of Incorporation, a merger or consolidation, a sale of the
corporation's assets, dissolution or otherwise, the affirmative vote of the
holders of a majority of the outstanding shares of each class entitled to
vote on such matter, in class votes where appropriate, shall be sufficient
to approve the action.

3. Section /180.69/ [180.1150] of the Wisconsin Business
Corporation Law shall not apply to the corporation.

FOURTH: The address of the registered office is:

2307 Oregon Street
Oshkosh, Wisconsin 54901

FIFTH: The name of the registered agent at such address is:

/Robert E. Anderson/ [Timothy M. Dempsey]

SIXTH: The number of directors constituting the Board of
Directors shall be such number as is fixed from time to time by the
By-Laws.

SEVENTH: These Restated Articles of Incorporation supersede and
take the place of the heretofore existing Articles of Incorporation and
Amendments thereto.

EIGHTH: These articles may be amended in the manner authorized
by law at the time of amendment.

<PAGE>

CLASS A COMMON STOCK
PROXY
OSHKOSH TRUCK CORPORATION
Revocable Proxy for Annual Meeting of Shareholders
THIS PROXY IS SOLICITED ON BEHALF OF THE BOARD OF DIRECTORS

I hereby appoint R. Eugene Goodson and Timothy M. Dempsey, and
each of them, each with full power to act without the other, and, each
with full power of substitution, as my proxy to vote all shares of Class A
Common Stock the undersigned is entitled to vote at the Annual Meeting of
Shareholders of Oshkosh Truck Corporation (the "Company") to be held at
the Experimental Aircraft Association Museum, 3000 Poberezny Road,
Oshkosh, WI at 10:00 o'clock in the forenoon on February 3, 1997, or at
any adjournment thereof, as follows, hereby revoking any proxy previously
given:

1. ELECTION OF DIRECTORS

FOR all nominees listed WITHHOLD AUTHORITY
below (except as marked to vote for any nominees listed
to the contrary below [_]
below) [_]

R. Eugene Goodson, Robert G. Bohn, Stephen P. Mosling,
J. Peter Mosling, Jr., J. William Andersen

(INSTRUCTION: To withhold authority to vote for any individual nominee
write that nominee's name in the space provided below.)

THE BOARD OF DIRECTORS RECOMMENDS A VOTE "FOR" ALL NOMINEES LISTED IN ITEM
1.

2. AMENDMENT AND RESTATEMENT OF THE RESTATED ARTICLES OF INCORPORATION OF
THE COMPANY

FOR [_] WITHHOLD AUTHORITY [_]

THE BOARD OF DIRECTORS RECOMMENDS A VOTE "FOR" AMENDMENT AND RESTATEMENT
OF THE RESTATED ARTICLES OF INCORPORATION OF THE COMPANY.

3. In their discretion, the Proxies are authorized to vote upon such
other business as may properly come before the meeting.

(Continued and to be signed on reverse side)

<PAGE>
THIS PROXY WHEN PROPERLY EXECUTED WILL BE VOTED IN THE MANNER DIRECTED
HEREIN BY THE UNDERSIGNED SHAREHOLDER.

IF NO DIRECTION IS MADE, THE PROXY WILL BE VOTED FOR ALL NOMINEES LISTED
IN ITEM 1 AND FOR ITEM 2.

I hereby acknowledge receipt of the Notice
of said Annual Meeting and the accompanying
Proxy Statement and Annual Report.

Dated __________________________, 19_____

Signed __________________________________

___________________________________

Note: Please sign name exactly as it
appears hereon. When signed as attorney,
executor, trustee or guardian, please add
title. For joint accounts, each owner
should sign.

PLEASE MAIL IN ENVELOPE ENCLOSED - NO POSTAGE REQUIRED.

<PAGE>

CLASS B COMMON STOCK
PROXY
OSHKOSH TRUCK CORPORATION
Revocable Proxy for Annual Meeting of Shareholders
THIS PROXY IS SOLICITED ON BEHALF OF THE BOARD OF DIRECTORS

I hereby appoint R. Eugene Goodson and Timothy M. Dempsey, and
each of them, each with full power to act without the other, and, each
with full power of substitution, as my proxy to vote all shares of Class B
Common Stock the undersigned is entitled to vote at the Annual Meeting of
Shareholders of Oshkosh Truck Corporation (the "Company") to be held at
the Experimental Aircraft Association Museum, 3000 Poberezny Road,
Oshkosh, WI at 10:00 o'clock in the forenoon on Monday, February 3, 1997,
or at any adjournment thereof, as follows, hereby revoking any proxy
previously given:

1. ELECTION OF DIRECTORS

FOR all nominees listed below WITHHOLD AUTHORITY
(except as marked to the to vote for any nominees
contrary below) [_] listed below [_]

Daniel T. Carroll, Michael W. Grebe

(INSTRUCTION: To withhold authority to vote for any individual nominee
write that nominee's name in the space provided below.)

THE BOARD OF DIRECTORS RECOMMENDS A VOTE "FOR" ALL NOMINEES LISTED IN ITEM
1.

2. AMENDMENT AND RESTATEMENT OF THE RESTATED ARTICLES OF INCORPORATION OF
THE COMPANY

FOR [_] WITHHOLD AUTHORITY [_]

THE BOARD OF DIRECTORS RECOMMENDS A VOTE "FOR" AMENDMENT AND RESTATEMENT
OF THE RESTATED ARTICLES OF INCORPORATION OF THE COMPANY.

3. In their discretion, the Proxies are authorized to vote upon such
other business as may properly come before the meeting.

(Continued and to be signed on reverse side)
<PAGE>

THIS PROXY WHEN PROPERLY EXECUTED WILL BE VOTED IN THE MANNER DIRECTED
HEREIN BY THE UNDERSIGNED SHAREHOLDER.

IF NO DIRECTION IS MADE, THE PROXY WILL BE VOTED FOR ALL NOMINEES LISTED
IN ITEM 1 AND FOR ITEM 2.

I hereby acknowledge receipt of the Notice
of said Annual Meeting and the accompanying
Proxy Statement and Annual Report.

Dated __________________________, 19_____

Signed __________________________________

___________________________________

Note: Please sign name exactly as it
appears hereon. When signed as attorney,
executor, trustee or guardian, please add
title. For joint accounts, each owner
should sign.

PLEASE MAIL IN ENVELOPE ENCLOSED - NO POSTAGE REQUIRED.