ASTEC INDUSTRIES INC
10-Q, 1998-11-13
CONSTRUCTION MACHINERY & EQUIP
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                           SECURITIES & EXCHANGE COMMISSION
                              Washington, D. C.  20549

                                      FORM 10-Q


(Mark One)

[  X  ]  Quarterly report pursuant to section 13 or 15(d) of
the Securities  Exchange Act of 1934.  For the quarterly
period ended September 30, 1998.

[       ]  Transition report pursuant to section 13 or 15(d)
of the  Securities Exchange Act of 1934.  For the Transition
period from  _______________ to _______________.

           Commission File Number                    0-14714

                               Astec Industries, Inc. 
               (Exact Name of Registrant as Specified in its Charter)


          Tennessee                                  62-0873631 
 (State or other jurisdiction of
 incorporation or organization)          (I.R.S. Employer Identification No.)


 4101 Jerome Avenue, Chattanooga, Tennessee                    37407 
 (Address of Principal Executive Offices)                     (Zip Code)

                               (423) 867-4210        
           (Registrant's Telephone Number, Including Area Code)


                 Indicate by check mark whether the registrant (1) has
            filed all  reports required to be filed by Section 13 or 15
            (d) of the Securities  Exchange Act of 1934 during the
            preceding 12 months (or for such  shorter period that the
            registrant was required to file such reports), and  (2) has
            been subject to such filing requirements for the past 90
            days.

            YES   X                                 NO _______


                 Indicate the number of shares outstanding of each of
            the registrant's classes of stock as of the latest
            practicable date.

            Class                    Outstanding at September 30, 1998
  Common Stock, par value $0.20                   9,429,580



                               ASTEC INDUSTRIES, INC.

                                        INDEX
                                                            Page Number

PART I - Financial Information    Item 1.    Financial Statements-Unaudited

                      Consolidated Balance Sheets as of
                      September 30, 1998 and December 31, 1997

                      Consolidated Statements of Income
                      for the Three and Nine Months Ended September 30,
                      1998 and 1997   

                      Consolidated Statements of Cash Flows
                      for the Nine Months Ended September 30, 1998
                      and 1997                             

                      Notes to Unaudited Consolidated Financial
                      Statements                               

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

            PART II - Other Information 

                  Item 1.  Legal Proceedings

                  Item 5.  Other Items    

                  Item 6.  Exhibits and Reports on Form 8-K  



ASTEC INDUSTRIES, INC. AND SUBSIDIARIES
CONSOLIDATED BALANCE SHEETS 
UNAUDITED
(IN THOUSANDS)

                                               SEPTEMBER       SEPTEMBER
                                               1998            1997
                    ASSETS
CURRENT ASSETS
CASH AND CASH EQUIVALENTS                      1,213           818
RECEIVABLES - NET                              60,218          41,569
INVENTORIES                                    64,677          54,581
PREPAID EXPENSES AND OTHER                     18,671          13,294
TOTAL CURRENT ASSETS                           144,779         110,262
PROPERTY AND EQUIPMENT - NET                   71,420          62,890
OTHER ASSETS                                   21,108          9,283
TOTAL ASSETS                                   237,307         182,435

LIABILITIES AND SHAREHOLDERS' EQUITY
CURRENT LIABILITIES
CURRENT MATURITIES OF LONG-TERM DEBT           500              602
ACCOUNTS PAYABLE - TRADE                       24,118           18,308
OTHER ACCRUED LIABILITIES                      41,649           26,721
TOTAL CURRENT LIABILITIES                      66,267           45,631
LONG-TERM DEBT, LESS CURRENT MATURITIES        38,975           29,910
OTHER LONG-TERM LIABILITIES                    6,944            4,257
TOTAL SHAREHOLDERS' EQUITY                     125,121          102,637
TOTAL LIABILITIES AND SHAREHOLDERS' EQUITY     237,307          182,435


ASTEC INDUSTRIES, INC. AND SUBSIDIARIES
CONSOLIDATED STATEMENTS OF INCOME
(IN THOUSANDS)
(UNAUDITED)
        
                            THREE MONTHS ENDED         NINE MONTHS ENDED
                               SEPTEMBER 30               SEPTEMBER 30
                            1998           1997       1998             1997
NET SALES                   $88,797     $65,040       $285,085     $201,179
COST OF SALES                66,622      50,407        214,780      152,906
GROSS PROFIT                 22,175      14,633         70,305       48,273
S,G, & A  EXPENSES           11,822       9,439         37,336       28,569
INCOME FROM OPERATIONS       10,353       5,194         32,969       19,704
INTEREST EXPENSE                660         512          2,061        1,690
OTHER INCOME, NET OF EXPENSE    (59)         (2)           241          194
INCOME BEFORE INCOME TAXES    9,634       4,680         31,149       18,208
INCOME TAXES                  3,855       1,859         12,422        7,237
NET INCOME                    5,779       2,821         18,727       10,971


EARNINGS PER COMMON SHARE
BASIC                          $0.61      $0.30         $2.00        $1.14
DILUTED                        $0.59      $0.30         $1.94        $1.12

WEIGHTED AVERAGE COMMON SHARES OUTSTANDING
BASIC                      9,417,189  9,317,580     9,381,855    9,635,563
DILUTED                    9,745,784  9,526,525     9,674,677    9,784,567


ASTEC INDUSTRIES, INC. AND SUBSIDIARIES
CONSOLIDATED STATEMENTS OF CASH FLOWS
(IN THOUSANDS)
(UNAUDITED)

                                              SEPTEMBER         SEPTEMBER 
                                              1998              1997

CASH FLOWS FROM OPERATING ACTIVITIES:
NET INCOME                                    $18,727           $10,971
ADJUSTMENTS TO RECONCILE NET INCOME TO
NET CASH PROVIDED BY OPERATING ACTIVITIES:
   DEPRECIATION AND AMORTIZATION                5,764             4,587
   PROVISION FOR DOUBTFUL ACCOUNTS                344               280
   PROVISION FOR INVENTORY RESERVE              1,431             1,189
   PROVISION FOR WARRANTY RESERVE               3,436             2,371
   (GAIN) LOSS ON SALE OF FIXED ASSETS            (48)              462
   PROVISION FOR PENSION RESERVE                  121

(INCREASE) DECREASE IN:
   TRADE RECEIVABLES                          (16,304)           (5,362)
   FINANCE RECEIVABLES                        (14,603)           (1,745)
   INVENTORIES                                   (568)           (6,331)
   PREPAID EXPENSES AND OTHER                 (11,142)           (5,786)
   OTHER RECEIVABLES                             (126)             (423)
   OTHER  NON-CURRENT ASSETS                     (167)              (99)

INCREASE (DECREASE) IN:
   ACCOUNTS PAYABLE                             2,696             3,694
   ACCRUED PRODUCT WARRANTY                    (2,629)           (1,216)
   OTHER ACCRUED LIABILITIES                    5,705               623
   INCOME TAXES PAYABLE                        12,480             9,973
TOTAL ADJUSTMENTS                             (13,610)            2,217
NET CASH PROVIDED BY OPERATING ACTIVITIES       5,117            13,188

CASH FLOWS FROM INVESTING ACTIVITIES:
   PROCEEDS FROM SALE OF PROPERTY 
      AND EQUIPMENT - NET                         318               338
   EXPENDITURES FOR PROPERTY AND EQUIPMENT    (11,675)           (6,327)
NET CASH USED BY INVESTING ACTIVITIES         (11,357)           (5,989)

CASH FLOWS FROM FINANCING ACTIVITIES:
   NET BORROWINGS (REPAYMENTS) UNDER REVOLVING
      CREDIT AGREEMENT                         (4,173)            2,080
   TENDER OFFER STOCK REPURCHASE                                 (7,760)
   BORROWINGS (REPAYMENTS) UNDER LOAN AND
     NOTE  AGREEMENTS                           7,919            (4,116)
   PROCEEDS FROM ISSUANCE OF COMMON STOCK         781                33
NET CASH PROVIDED (USED) BY FINANCING 
   ACTIVITIES                                   4,527            (9,763)
NET DECREASE IN CASH                           (1,713)           (2,564)
CASH AT BEGINNING OF PERIOD                     2,926             3,382
CASH AT END OF PERIOD                          $1,213           $   818


            ASTEC INDUSTRIES, INC                
            NOTES TO UNAUDITED CONSOLIDATED FINANCIAL STATEMENTS

            1.   The information contained in the unaudited consolidated
            balance sheets, the unaudited consolidated statements of
            income, and the  unaudited consolidated statements of cash
            flows reflect all adjustments  consisting of normal
            recurring accruals which are, in the opinion of management,
            necessary to present a fair statement of the results for the
            periods covered.

            2.   Receivables are net of allowance for doubtful accounts
            of $1,380,000 and $1,342,000 for September 30, 1998 and
            December  31, 1997, respectively.

            3.   Inventories are stated at the lower of first-in, first-
            out, cost or market and consist of the following:
                                   (in thousands)

                                       September 30,   December 31,
                                       1998            1997
            Raw Materials              $27,204         $27,987
            Work-in-Process             17,976          15,920
            Finished Goods              19,497          25,488
            Total                      $64,677        $ 69,395


            4.   Property and equipment is stated at cost.  Property and
            equipment is net of accumulated depreciation of  $35,835,000
            and $31,747,000 for September 30, 1998 and December 31,
            1997, respectively.

            5.   Earnings per share are computed in accordance with SFAS
            No. 128.

            6.   Certain customers have financed purchases of Astec
            products through arrangements in which the Company is
            contingently liable for customer  debt aggregating
            approximately $1,372,000 at September 30, 1998, and
            $1,793,000 at December 31, 1997.

            7.   There have been no material developments in legal
            proceedings  previously reported.  See "Management's
            Discussion and Analysis of  Financial Condition and Results
            of Operations" in Part I - Item 2  "Contingencies" of this
            Report.

            8. Approximately 80% to 85% of the Company's business volume
            normally  occurs during the first nine months of each year.



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

                 When used in this report,  press releases and elsewhere
            by management or  the Company from time to  time, the words,
            "believes,"   "anticipates,"  and   "expects"  and   similar
            expressions   are  intended   to  identify   forward-looking
            statements that involve certain risks  and uncertainties.  A
            variety  of factors  could cause  actual  results to  differ
            materially from those anticipated  in the Company's forward-
            looking statements, some of  which include market conditions
            in  the road  building  and  related construction  equipment
            industry, competition in the Company's markets from existing
            and  new  competitors  and the  products  or  services  they
            provide,  the  ability to  expand  in  existing markets  and
            penetrate  new   markets,  federal  and   state  legislation
            affecting infrastructure,  and other  risk factors  that are
            discussed from  time to time  in the Company's  SEC reports.
            Readers are cautioned  not to place undue  reliance on these
            forward-looking statements, which speak only  as of the date
            such  statements  are  made.    The  Company  undertakes  no
            obligations to publicly release the results of any revisions
            to  these forward-looking  statements that  may  be made  to
            reflect  events   or  circumstances  after  the   date  such
            statements  are  made  or  to   reflect  the  occurrence  of
            unanticipated events.

                 On November 2, 1998, the  Company announced it acquired
            substantially  all   of  the  assets  of   Johnson  Crushers
            International, Inc.  ("JCI") located  in Eugene,  Oregon for
            approximately $7,000,000  cash, with a potential  three year
            earn-out  of  approximately  $5,500,000.  The final purchase 
            price  is  subject  to  adjustment  based upon due diligence
            work to be performed in December 1998. The acquired business
            designs,   manufactures  and  markets  aggregate  processing 
            equipment, including the JCI line of portable and stationary
            cone crushers and horizontal screens.  The new business will
            continue  to be  operated under  the  name Johnson  Crushers
            International, Inc.  as a wholly  owned subsidiary  of Astec
            Industries, Inc.  and will  remain headquartered  in Eugene,
            Oregon.

            Results of Operations

                 For  the three  months ended  September  30, 1998,  net
            sales  increased to  $88,797,000  from  $65,040,000 for  the
            three-months  ended  September  30,  1997,  representing  an
            increase  of  $23,757,000  or   approximately  36.5%.    The
            acquisition of  Kolberg-Pioneer, Inc. during  December 1997,
            accounted for  approximately $12,750,000 of the  increase in
            sales for  the third quarter of  1998 compared to  the third
            quarter of 1997.  The remainder of the increase in net sales
            for the third quarter of 1998 related primarily to increased
            sales of  asphalt mixing plants  and related  components and
            sales  of paving  equipment.   International  sales for  the
            third  quarter   of  1998  increased  to   $22,770,000  from
            $16,022,000  for the  same period  of 1997,  an increase  of
            approximately $6,748,000 or 42.1%.

                 Net sales for the nine months  ended September 30, 1998
            increased   approximately   41.7%   to   $285,085,000   from
            $201,179,000  for the  same period  of 1997.   For  the nine
            months ended September 30, 1998 compared  to the same period
            of 1997, approximately $39,642,000 or  47.2% of the increase
            in  net  sales is  attributable  to  net sales  of  Kolberg-
            Pioneer, Inc.   The remainder of  the increase in  net sales
            for the nine months ended September 30, 1998 is attributable
            to  increased sales  of asphalt  mixing  plants and  related
            components, increased sales  of aggregate crushing equipment
            and  increased international  sales  volume.   International
            sales for the nine months ended September 30, 1998 increased
            to $49,552,000  from $38,616,000 for  the nine  months ended
            September 30, 1997.

                 Gross profit  for the quarter ended  September 30, 1998
            increased to  $22,175,000 from  $14,633,000 for  the quarter
            ended September 30, 1997, while  the gross profit percentage
            for the three  months ended September 30,  1998 increased to
            25.0% from 22.5% at September 30, 1997.  The increase in the
            gross profit percentage for the  quarter ended September 30,
            1998 compared to the same quarter  in 1997 relates primarily
            to  increased   international  sales  volume   and  improved
            customer pricing on customization.


            MANAGEMENT'S DISCUSSION AND  ANALYSIS OF FINANCIAL CONDITION
            AND RESULTS OF OPERATIONS - CONTINUED                       

                 Gross profit  for the nine  months ended  September 30,
            1998 was $70,305,000 compared to gross profit of $48,273,000
            for the  same period of 1997.   The gross  profit percentage
            for  the nine  months  ended September  30,  1998 was  24.7%
            compared to  24.0% for the  nine months ended  September 30,
            1997.

                 Selling, general,  and administrative expenses  for the
            quarter ended  September 30, 1998 were  $11,822,000 or 13.3%
            of net sales, compared to   $9,439,000 or 14.5% of net sales
            for  the same  period of  1997.   The  increase in  selling,
            general and  administrative expenses  for the  quarter ended
            September 30, 1998 compared to the same quarter in 1997, was
            due  mainly  to  increased  sales  department  expenses  for
            increased   sales  personnel   and  their   related  selling
            expenses.    Approximately  $795,000   of  the  increase  in
            selling, general and administrative expenses for the quarter
            ended  September 30,  1998 compared  to the  same period  of
            1997,  related   to  selling,  general   and  administrative
            expenses  of Kolberg-Pioneer,  Inc.,  acquired in  December,
            1997.

                 Selling,  general and  administrative expenses  for the
            nine   months  ended   September  30,   1998  increased   to
            $37,336,000,  from $28,569,000  for  the  nine months  ended
            September  30, 1997,  an increase  of  $8,767,000 or  30.7%.
            Approximately 47.4% of the increase  in selling, general and
            administrative expenses for the  nine months ended September
            30, 1998,  compared to the same  period of 1997,  related to
            Kolberg-Pioneer, Inc.   The  remaining increase  in selling,
            general  and  administrative  expenses  was  due  mainly  to
            increased selling expense.

                 Interest expense  increased to  $660,000 for  the third
            quarter of 1998 from $512,000 for the third quarter of 1997.
            Interest expense as  a percentage of net  sales decreased to
            .7% for  the quarter ended September  30, 1998 from  .8% for
            the same period of 1997.

                 Interest expense  for the  nine months  ended September
            30, 1998  increased $371,000  to $2,061,000  from $1,690,000
            for  the same  period of  1997.   The  increase in  interest
            expense for  the three and  nine months ended  September 30,
            1998 compared to  the three and nine  months ended September
            30, 1997, is due mainly to  increased borrowing under of the
            Company's revolving  credit facility.  The  outstanding debt
            under the  revolving credit  facility increased  during 1998
            compared  to 1997  due  to usage  by  the Company's  captive
            finance company for lease financing and by Astec Industries,
            Inc.  for  financing  the  purchase  of  Kolberg-Pioneer  in
            December, 1997.

                 Other income, net  of other expense, was  a net expense
            of $59,000 and  $2,000 for the quarters  ended September 30,
            1998 and 1997, respectively.

                 Other income, net of other expense  for the nine months
            ended  September 30,  1998 was  $241,000  compared to  other
            income,  net of  other  expense for  the  nine months  ended
            September 30,  1997 of  $194,000, an  increase in  income of
            $47,000.

                 Income  tax  expense  for the  third  quarter  of  1998
            increased  to $3,855,000  from $1,859,000  at September  30,
            1997, an increase  of $1,996,000 or 107.4%.   Tax expense is
            4.3% and 2.9% of net sales  for the quarters ended September
            30, 1998 and 1997, respectively.  The effective tax rate for
            the  third quarter  of 1998  and 1997  was 40.0%  and 39.7%,
            respectively.

                 Backlog of orders at September 30, 1998 was $64,771,000
            compared  to  $46,763,000  at  September   30,  1997.    For
            comparison,  the  September  30, 1997  backlog  of  Kolberg-
            Pioneer  was  included in  the  September  30, 1997  backlog
            amount.   The  majority of  the increase  in the  backlog at
            September 30,  1998 compared to  that of September  30, 1997
            related   to  a   significant  increase   in domestic orders
            for asphalt mixing plants  and  related  components  and  an 
            increase in international orders for trenching and aggregate
            crushing equipment.

            MANAGEMENT'S DISCUSSION AND  ANALYSIS OF FINANCIAL CONDITION
            AND RESULTS OF OPERATIONS - CONTINUED                 

            Liquidity and Capital Resources

                 As  of  September 30,  1998,  the  Company had  working
            capital of  $78,512,000 compared  to $71,459,000 at December
            31, 1997.

                 Total   short-term    borrowings,   including   current
            maturities of long-term debt, were $500,000 at September 30,
            1998 and December 31, 1997.  The total current maturities of
            long-term debt at September 30, 1998  and December 31, 1997,
            represent  current  maturities   of  outstanding  Industrial
            Revenue Bonds.  Long-term debt,  less current maturities was
            $38,975,000  at  September  30,   1998  and  $35,230,000  at
            December  31, 1997.   The  increase in  outstanding debt  at
            September 30,  1998 compared  to December  31, 1997,  is due
            mainly to financing the purchase of Kolberg-Pioneer, Inc. on
            December 2, 1997.  During August, 1998, the City of Yankton,
            South Dakota issued $9,700,000 of Variable Fixed Rate Demand
            Industrial  Development  Revenue  Bonds, Series  1998,  with
            which the Company converted  approximately $7,900,000 of the
            outstanding  revolving   credit  facility  related   to  the
            acquisition of  Kolberg-Pioneer, Inc. to  industrial revenue
            bonds at more favorable interest rates.

                 Capital expenditures  in 1998  for plant  expansion and
            for   further modernization  of the  Company's manufacturing
            processes,  are   expected  to  approach  $15,000,000.   The
            Company  expects  to  finance     these  expenditures  using
            internally generated  funds.  Capital   expenditures for the
            nine months ended September 30, 1998 were $11,675,000.

                 The  Company has  an  unsecured  revolving credit  loan
            agreement with  First Chicago  NBD.  The  line of  credit is
            $70,000,000.   This  credit  facility  expires November  22,
            2002.   At September  30, 1998, $19,556,000  of the  line of
            credit was  utilized.  Principal  covenants under  the First
            Chicago credit  agreement include (  i ) the  maintenance of
            certain levels of net worth and  compliance with certain net
            worth,  leverage  and  interest   coverage  ratios,  (ii)  a
            limitation on capital expenditures and rental expense, (iii)
            a prohibition  against dividends, and (iv)  a prohibition on
            large acquisitions except upon the consent of the lenders.

                 As part  of the Company's $70,000,000  revolving credit
            facility, Astec  Financial Services,  Inc. has  a segregated
            portion of up to a $30,000,000 line of credit.  At September
            30,  1998,  Astec  Financial  Services,  Inc.  had  utilized
            $17,241,000 of  this line,  which is  included in  the above
            stated utilization.  Advances under this  line of credit are
            limited  to   _Eligible  Receivables_  of   Astec  Financial
            Services,  Inc. as  defined in  the credit  agreement.   The
            Company and Astec Financial Services were in compliance with
            all financial  covenants related  to the  line of  credit at
            September 30, 1998, with the exception  of the limitation on
            capital expenditures.  First Chicago NBD has issued a waiver
            for  this  covenant for  the  third  quarter  of 1998.    In
            addition, First  Chicago NBD  modified the  revolving credit
            agreement to  limit capital expenditures to  a percentage of
            sales volume.

            Year 2000

                 The  Company   recognizes  the   need  to   ensure  its
            operations  will  not be  adversely  impacted  by Year  2000
            software failures.   The term _Year 2000_ is  a general term
            used to describe  the various problems that  may result from
            the   improper  processing   of  dates   and  date-sensitive
            calculations by  computers and other  machinery as  the year
            2000 is  approached and reached.   Software failures  due to
            processing  errors  potentially  arising  from  calculations
            using the Year 2000 date are a known risk.

            MANAGEMENT'S DISCUSSION AND  ANALYSIS OF FINANCIAL CONDITION
            AND RESULTS OF OPERATIONS - CONTINUED                      

                 During the first quarter of 1998, the Company commenced
            a comprehensive Year 2000 project to  address all  necessary 
            code  changes, testing  and implementation.  The Company  is
            utilizing both internal and external resources  to identify,
            correct  or  reprogram, and  test its systems  for Year 2000
            compliance.  To date,  substantial  progress  has  been made 
            toward completion of the project.  Since the Company updated
            the majority of its personal computing equipment and related
            software   in   recent   years,  most    personal   computer
            equipment is compliant will need only a replacement chip  or
            a   software   update  to  become  Year 2000 compliant.  The 
            Company is scheduled to complete all updates or replacements
            and  related  testing by  June  1999.   The Company has some
            mainframe   systems  which  will  require either significant
            reprogramming or  replacement.  The  mainframe systems being
            replaced were planned before the Year 2000 project, but  the
            assessments and implementations were accelerated due to Year
            2000  issues.  The  Year  2000  budget  includes  the  costs
            related  to  replacement  of mainframe  systems,  which  are
            capitalized on  the Company's books.   The Company presently
            believes that with modifications or replacements of existing
            software and  certain hardware, the Year 2000 Issue  will be
            mitigated. However, in the unlikely event such modifications
            and replacements are not made, or  are not completed timely,
            the  Year  2000  Issue  could have a material impact  on the
            operations of the Company.

                 The  Company's  plan to  resolve  the  Year 2000  Issue
            involves  the   following  four  phases:         assessment,
            remediation,  testing, and  implementation.   The  following
            chart summarizes  the percentage of  completion for  each of
            the four  phases of the Year  2000 project and  the expected
            completion  dates  for  the  phases   not  completed  as  of
            September 30, 1998.

            MANAGEMENT'S  DISCUSSION  AND   ANALYSIS  OF  FINANCIAL
            CONDITION AND RESULTS OF OPERATION - CONTINUED                

                                 Resolution Phases*

                   Assessment    Remediation    Testing      Implementation


   Information     90%           70%             40%         40 % Complete
   Technology      Complete      Complete        Complete
                                                              Expected
                                 Expected        Expected     completion
                                 completion      completion   date, 6/30/99
                                 date,           date,       
                                 12/31/98        6/30/99
E
x
p
o
s
u  Operating
r  Equipment        90%            80 %            60%          60% Complete
e  with             Complete       Complete        Complete
   Embedded 
T  Chips                                                         Expected
y  or                              Expected         Expected     completion
p  Software                        completion       completion   date,
e                                  date,            date,        6/30/99
                                   3/31/99          6/30/99


   Products          100%          95%              95%           95% Complete
                     Complete      Complete         Complete


   3rd
   Party             70%           60%              60%           60% Complete
                     Complete      Complete         Complete

                     Expected
                     completion
                     date for
                     surveying
                     all third
                     parties,
                     12/31/98
            

  *  All percentage of completion amounts are approximations.


     MANAGEMENT'S DISCUSSION AND  ANALYSIS OF FINANCIAL CONDITION 
     AND RESULTS OF OPERATIONS - CONTINUED  

                 The  Company is  utilizing both  internal and  external
            resources to  reprogram or replace, test,  and implement the
            software   and    operating   equipment   for    Year   2000
            modifications.  The  total cost of the Year  2000 project is
            estimated  to  be $3,000,000  and  is  being funded  through
            operating cash  flows.   To date,  the Company  has incurred
            approximately $2,100,000, related to all  phases of the Year
            2000  project.    Of  the  total  remaining  project  costs,
            approximately $600,000  is attributable  to the  purchase of
            new  software   and  operating  equipment,  which   will  be
            capitalized.  The remaining $300,000 is related to repair of
            hardware and software and will be expensed as incurred.

                 The  Company  manufactures  products  that  use  either
            internally   or  externally   developed  software   that  is
            susceptible to Year 2000.  For customers with products which
            contain  externally  developed   software,  the  Company  is
            notifying them  by mail  that the Company  does not  own the
            source code  to these specific software  products and cannot
            provide  a Year  2000 update.    The Company  does offer  to
            provide the  customer, for  a fee,  a version  of internally
            generated  software  to  replace   that  provided  with  the
            original  equipment.   Some  internally developed  equipment
            software  was  designed to  be  Year  2000 compliant.    For
            customers  with products  that contain  internally developed
            software that is  not Year 2000 compliant,  and the products
            were purchased  within the last  five years, the  Company is
            sending  out disks  to  update the  software  for Year  2000
            compliance.  If  the equipment was purchased  more that five
            years earlier, the Company provides  the software update for
            a fee.

                 In addition,  some of the Company's  equipment, such as
            asphalt  plants,   contain  personal  computers.     The  PC
            equipment should  be tested for  year 2000 compliance.   The
            Company is mailing to  its applicable customers instructions
            to test  their PC's for Year  2000 compliance.  If  the PC's
            are not  compliant, the customers are  instructed to contact
            the Company.   Due to the nature of  the Company's products,
            updates  and  information  provided  following  the  initial
            information letters is based upon individual inquiry

                 Furthermore, the Company is in  the process of querying
            its significant suppliers and any  other external agents (no
            external agents share information systems with the Company).
            The progress  of this process is  shown in the  above chart.
            To date,  the Company  is not aware  of any  external agents
            with  a Year  2000 issue  that would  materially impact  the
            Company's  results  of  operations,  liquidity,  or  capital
            resources.   However, the Company  has no means  of ensuring
            that external agents will be Year  2000 ready and the effect
            of   any   non-compliance   by  external   agents   is   not
            determinable.

                 Management of the Company believes  it has an effective
            program in place to resolve the  Year 2000 issue in a timely
            manner.  In the event that the Company does not complete any
            additional  phases,  the   Company  could  lose revenues due 
            to  inability  to  manufacture its  product, missed delivery  
            dates   of    equipment,  and    inability     to    provide
            customer technical support to equipment  in the field, among
            other potential  risks.  In  addition, the Company  could be
            subject to litigation for  computer systems product failure.
            The amount  of potential liability and  lost revenues cannot
            be reasonably estimated at this time.

                 The Company currently has no contingency plans in place
            in the  event it does  not complete all  phases of  the Year
            2000 project.   The Company plans to evaluate  the status of
            completion in March  1999 and  determine whether such a plan
            is necessary.

            Contingencies

                 The Company  is engaged  in certain  pending litigation
            involving claims  or other matters  arising in  the ordinary
            course of  business.  Most  of these claims  involve product
            liability  or  other  tort claims  for  property  damage  or
            personal injury against which the Company  is insured.  As a
            part  of  its  litigation management  program,  the  Company
            maintains  general  liability   insurance  covering  product
            liability  and  other  similar  tort  claims  providing  the
            Company  coverage of  $8,000,000  subject  to a  substantial
            self-insured retention under the terms  of which the Company
            has the  right to coordinate  and control the  management of
            its claims and  the defense of these actions.

                 Management has  reviewed all  claims and  lawsuits and,
            upon  the  advice  of  its   litigation  counsel,  has  made
            provision  for any  estimable losses.   Notwithstanding  the
            foregoing,  the Company  is unable  to predict  the ultimate
            outcome of any outstanding claims and lawsuits.

             PART II - OTHER INFORMATION 

             Item 1.  Legal Proceedings                                       
  
               There have  been no material developments  in the legal
            proceedings previously reported by  the registrant since the
            filing of its Annual Report on  Form 10-K for the year ended
            December  31,  1997.   See    "Management's  Discussion  and
            Analysis of  Financial Condition and Results  of Operations"
            in Part I - Item 2 "Contingencies" of this Report.

            Item 5.  Other Items   

                 Shareholder Proposals

                 The proxy statement solicited by the Board of Directors
            of the  Company with respect to  the 1999 Annual  Meeting of
            Shareholders  will  confer  discretionary authority  on  the
            Company to vote on any shareholder  proposals intended to be
            presented for consideration at such  Annual Meeting that are
            submitted to the Company after February 8, 1999.

            Item 6.  Exhibits and Reports on Form 8-K 

                 (a)    Exhibits

                        Index to Exhibits:

                        (27)  Financial Data Schedule (EDGAR filing only)

                  (b)   Reports on Form 8-K.
              
                      No reports on Form 8-K have been filed during the
            quarter ended September 30, 1998.



                                     SIGNATURES


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


                                          ASTEC INDUSTRIES, INC. 
                                               (Registrant)


                          
            11/13/98                      /s/ J. Don  Brock     
              Date                            J. Don  Brock
                                              Chairman of the  Board
                                              and President



            11/13/98                      /s/ Richard W. Bethea, Jr.
              Date                            Richard W. Bethea
                                              Vice President, Corporate
                                              Counsel and Secretary

  


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<ARTICLE> 5
<LEGEND>
(in thousands)
</LEGEND>
<MULTIPLIER> 1,000
       
<S>                             <C>
<PERIOD-TYPE>                   9-MOS
<FISCAL-YEAR-END>                          DEC-31-1998
<PERIOD-END>                               SEP-30-1998
<CASH>                                           1,213
<SECURITIES>                                         0
<RECEIVABLES>                                   60,218
<ALLOWANCES>                                     1,380
<INVENTORY>                                     64,677
<CURRENT-ASSETS>                               144,779
<PP&E>                                          71,420
<DEPRECIATION>                                  35,835
<TOTAL-ASSETS>                                 237,307
<CURRENT-LIABILITIES>                           66,267
<BONDS>                                              0
                                0
                                          0
<COMMON>                                         2,044
<OTHER-SE>                                     123,077
<TOTAL-LIABILITY-AND-EQUITY>                   237,307
<SALES>                                        285,085
<TOTAL-REVENUES>                               285,085
<CGS>                                          214,780
<TOTAL-COSTS>                                  214,780
<OTHER-EXPENSES>                                37,336
<LOSS-PROVISION>                                   344
<INTEREST-EXPENSE>                               2,061
<INCOME-PRETAX>                                 31,149
<INCOME-TAX>                                    12,422
<INCOME-CONTINUING>                             18,727
<DISCONTINUED>                                       0
<EXTRAORDINARY>                                      0
<CHANGES>                                            0
<NET-INCOME>                                    18,727
<EPS-PRIMARY>                                     2.00
<EPS-DILUTED>                                     1.94
        

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