June 30, 1998
Securities and Exchange Commission
Judiciary Plaza
450 Fifth Street, N.W.
Washington, D.C. 20549
Re: Astec Industries, Inc. (the "Company")
Annual Report on form 11-K, Commission File No. 0-4714
Ladies and Gentlemen:
The Company hereby is filing by electronic transmission with
the Commission, pursuant to the Securities Exchange Act of
1934, the Company's Annual Report of Form 11-K for the
401(k) Retirement Plan for the fiscal year ended December
31, 1997, including exhibits.
Finally, pursuant to the Company's Nasdaq Market System
Listing Agreement, by filing via EDGAR, we are fulfilling
the NASDAQ filing requirements for Form 11-K, including
exhibits, to the National Association of Securities Dealers,
Inc.
If you have any questions concerning the foregoing
materials, please call the undersigned at 423-867-4210.
Sincerely,
/s/ Kimberly R. Greene
Kimberly R. Greene
Assistant Controller
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM 11-K
(Mark One)
( x ) ANNUAL REPORT PURSUANT TO SECTION 15(d) OF THE
SECURITIES EXCHANGE ACT OF 1934 [FEE REQUIRED] for the
fiscal year ended December 31, 1997
or
( ) TRANSITION REPORT PURSUANT TO SECTION 15(d) OF THE
SECURITIES EXCHANGE ACT OF 1934 [NO FEE REQUIRED] for the
transition period from _________________ to
_____________________
Commission File No. 0-14714
Full title and address of the plan, if different from that
of the issuer named below:
ASTEC INDUSTRIES, INC. 401(K) RETIREMENT PLAN
P.O. Box 72787
4101 Jerome Avenue
Chattanooga, Tennessee 37407
(423) 867-4210
Name of issuer of the securities held pursuant to the plan
and the address of its principal executive office:
ASTEC INDUSTRIES, INC.
P.O. Box 72787
4101 Jerome Avenue
Chattanooga, Tennessee 37407
(423) 867-4210
REQUIRED INFORMATION
The following financial statements and schedules have been
prepared in accordance with the financial reporting
requirements of the Employee Retirement Income Security Act
of 1974, as amended:
Report of Independent Auditors
Statement of Net Assets Available for Benefits, with Fund
Information
Statement of Changes in Net Assets Available for Benefits,
with Fund Information
Notes to Financial Statements
Schedule of Reportable Transactions
Schedule of Assets Held for Investment Purposes
Exhibit 23 Consent of Ernst & Young LLP, Independent Auditors
<PAGE>
Audited Financial Statements and Schedules
Astec Industries, Inc. 401(k) Retirement Plan
Years ended December 31, 1997 and 1996
with Report of Independent Auditors
<PAGE>
Astec Industries, Inc. 401(k) Retirement Plan
Audited Financial Statements and Schedules
December 31, 1997 and 1996
<PAGE>
Contents
Report of Independent Auditors
Audited Financial Statements
Statements of Net Assets Available for Benefits, with Fund
Information
Statement of Changes in Net Assets Available for Benefits,
with Fund Information
Notes to Financial Statements
Schedules
Schedule of Reportable Transactions
Schedule of Assets Held for Investment Purposes
<PAGE>
Report of Independent Auditors
Plan Committee
Astec Industries, Inc. 401(k) Retirement Plan
We have audited the accompanying statements of net assets
available for benefits of Astec Industries, Inc. 401(k)
Retirement Plan (the Plan) as of December 31, 1997 and 1996,
and the related statement of changes in net assets available
for benefits for the year ended December 31, 1997. These
financial statements are the responsibility of the Plan's
management. Our responsibility is to express an opinion on
these financial statements based on our audits.
We conducted our audits in accordance with generally
accepted auditing standards. Those standards require that
we plan and perform the audit to obtain reasonable assurance
about whether the financial statements are free of material
misstatement. An audit includes examining, on a test basis,
evidence supporting the amounts and disclosures in the
financial statements. An audit also includes assessing the
accounting principles used and significant estimates made by
management, as well as evaluating the overall financial
statement presentation. We believe that our audits provide
a reasonable basis for our opinion.
In our opinion, the financial statements referred to above
present fairly, in all material respects, the net assets
available for benefits of the Plan at December 31, 1997 and
1996, and the changes in its net assets available for
benefits for the year ended December 31, 1997, in conformity
with generally accepted accounting principles.
Our audits were performed for the purpose of forming an
opinion on the financial statements taken as a whole. The
accompanying supplemental schedules of assets held for
investment purposes as of December 31, 1997, and of
reportable transactions for the year then ended, are
presented for purposes of complying with the Department of
Labor's Rules and Regulations for Reporting and Disclosure
under the Employee Retirement Income Security Act of 1974,
and are not a required part of the financial statements.
The fund information in the statements of net assets
available for benefits and statement of changes in net
assets available for benefits is presented for purposes of
additional analysis rather than to present the net assets
available for benefits and changes in net assets available
for benefits of each fund and is not a required part of the
financial statements. The supplemental schedules and fund
information have been subjected to the auditing procedures
applied in our audit of the financial statements and, in our
opinion, are fairly stated in all material respects in
relation to the financial statements taken as a whole.
June 30, 1998
<PAGE>
Astec Industries, Inc. 401(k) Retirement Plan
Statements of Net Assets Available for Benefits, with Fund Information
<TABLE>
December 31, 1997 Fund Information
American American American
Century Century Century American Astec
Strategic Strategic Strategic Century American Industries,
Allocation Allocation Allocation Income and Century Inc.
Conservative Moderate Aggressive Growth Value Common
Fund Fund Fund Fund Fund Stock
<CAPTION>
Assets
<S> <C> <C> <C> <C> <C> <C>
Investments $1,068,864 $2,167,181 $647,379 $7,674,185 $5,250,055 $1,091,229
(Note 3)
Cash and
cash - - - - - 42,601
equivalents
Participant
notes - - - - - -
receivable
Net Assets $1,068,864 $2,167,181 $647,379 $7,674,185 $5,250,055 $1,133,830
December 31, 1997 Fund Information, continued
Benham Massachusetts Twentieth Twentieth Twentieth Twentieth
Prime Money Investors Century Century Century Century
Market Fund Trust International Growth Ultra Vista
Fund Growth Investors Investors Investors Loan
Fund Fund Fund Fund Fund Total
Investments $4,044,857 $1,621,711 $1,355,197 $3,377,743 $5,398,775 $757,830 $ - $34,455,006
(Note 3)
Cash and
cash
equivalents - - - - - - - 42,601
Participant
notes
receivable - - - - - - 1,832,335 1,832,335
Net Assets $4,044,857 $1,621,711 $1,355,197 $3,377,743 $5,398,775 $757,830 $1,832,335 $36,329,942
</TABLE>
<TABLE>
December 31, 1996 Fund Information
Astec Phoenix Twentieth Twentieth
Industries Massachusetts Investments Century Century
Inc. First GIC Investors Total Growth Ultra
Common Investment Trust Return Investors Investors
Stock Fund Fund Fund Fund Fund
<CAPTION>
Assets
<S> <C> <C> <C> <C> <C> <C>
Investments $501,985 $8,686,666 $4,960,710 $2,492,516 $4,101,090 $6,027,301
(Note 3)
Accrued
investment 139 - - - -
income
Cash and cash
equivalents 37,137 - - - -
Participant
notes - - - - -
receivable
Net Assets $539,261 $8,686,666 $4,960,710 $2,492,516 $4,101,090 $6,027,301
</TABLE>
See accompanying notes.
December 31, 1996 Fund Information, continued
Loan
Fund Total
Investments $ - $26,770,268
(Note 3)
Accrued investment
income - 139
Cash and
cash equivalents - 37,137
Participant notes
receivable 1,476,551 1,476,551
Net Assets $1,476,551 $28,284,095
Astec Industries, Inc. 401(k) Retirement Plan
Statements of Changes in Net Assets Available
for Benefits, with Fund Information
Year Ended December 31, 1997
<TABLE>
American American American
Century Century Century American Astec Benham
Strategic Strategic Strategic Century American Industries, Prime
Allocation Allocation Allocation Income and Century Inc. Money
Conservative Moderate Aggressive Growth Value Common Market
Fund Fund Fund Fund Fund Stock Fund
Additions
to net assets
attributed to:
Investments
Net appreciation
<CAPTION>
<C> <C> <C> <C> <C> <C> <C> <C>
(depreciation) $16,451 $56,955 $10,593 $562,001 $292,990 $461,744 $ -
in fair value
of investments
Investment
income 15,748 25,926 8,996 52,498 33,609 1,477 87,238
32,199 82,881 19,589 614,499 326,599 463,221 87,238
Contributions
Participants 40,537 109,698 51,004 426,569 280,198 129,291 152,537
Employer 12,424 28,460 12,370 78,268 50,592 27,956 42,608
52,961 138,158 63,374 504,837 330,790 157,247 195,145
Total additions 85,160 221,039 82,963 1,119,336 657,389 620,468 282,383
Deductions from net
assets attributed to:
Benefits paid to
participants 4,530 56,316 15,878 42,574 13,898 23,708 301,615
Total deductions 4,530 56,316 15,878 42,574 13,898 23,708 301,615
Net increase
prior to
interfund
transfers 80,630 164,723 67,085 1,076,762 643,491 596,760 (19,232)
Interfund transfers
(net) 988,234 2,002,458 580,294 6,597,423 4,606,564 (2,191) 4,064,089
Net increase
(decrease) 1,068,864 2,167,181 647,379 7,674,185 5,250,055 594,569 4,044,857
Net assets
available
for benefits
Beginning of year - - - - - 539,261 -
End of year $1,068,864 $2,167,181 $647,379 $7,674,185 $5,250,055 $1,133,830 $4,044,857
See accompanying notes.
</TABLE>
<TABLE> Twentieth Twentieth Twentieth Twentieth
Massachusetts Phoenix Century Century Century Century
First GIC Investors Investments International Growth Ultra Vista
Investment Trust Total Return Growth Investors Investors Investors Loan
Fund Fund Fund Fund Fund Fund Fund Fund Total
Additions to net assets
attributed to:
Net appreciation
(depreciation) in
fair value of
<CAPTION>
<S> <C> <C> <C> <C> <C> <C> <C> <C> <C>
investments $341,525 $1,268,370 $222,863 $(55,416) $1,096,206 $1,305,322 $ (47,317) $ - $5,532,287
Investment income - 30,459 31,270 3,918 - 1,713 - 132,130 424,982
341,525 1,298,829 254,133 (51,498) 1,096,206 1,307,035 (47,317) 132,130 5,957,269
Contributions
Participants 463,327 318,291 142,041 91,192 461,689 662,377 41,951 - 3,370,702
Employer 132,164 79,291 39,065 21,650 105,992 142,999 9,215 - 783,054
595,491 397,582 181,106 112,842 567,681 805,376 51,166 - 4,153,756
Total additions 937,016 1,696,411 435,239 61,344 1,663,887 2,112,411 3,849 132,130 10,111,025
Deductions from net
assets attributed to:
Benefits paid to
participants 853,727 200,329 93,556 5,902 165,756 234,960 2,224 50,205 2,065,178
853,727 200,329 93,556 5,902 165,756 234,960 2,224 50,205 2,065,178
Net increase prior to
interfund
transfers 83,289 1,496,082 341,683 55,442 1,498,131 1,877,451 1,625 81,925 8,045,847
Interfund transfers
(net) (8,769,955) (4,835,081) (2,834,199) 1,299,755 (2,221,478) (2,505,977) 756,205 273,859 -
Net increase
(decrease) (8,686,666) (3,338,999) (2,492,516) 1,355,197 (723,347) (628,526) 757,830 355,784 8,045,847
Net assets available
for benefits
Beginning of
year 8,686,666 4,960,710 2,492,516 - 4,101,090 6,027,301 - 1,476,551 28,284,095
End of year $ - $1,621,711 $ - $1,355,197 $3,377,743 $5,398,775 $757,830 $1,832,335 $36,329,942
</TABLE>
1. Description of Plan
The following description of the Astec Industries, Inc.
401(k) Retirement Plan (the Plan) provides only general
information. Participants should refer to the Plan agreement
for a more complete description of the Plan's provisions.
General
The Plan is a defined contribution plan covering all full-
time employees of Astec Industries, Inc. and its
subsidiaries (the Company) who have completed one year of
continuous service and reached age twenty-one. It is
subject to the provisions of the Employee Retirement Income
Security Act of 1974 (ERISA). The Plan is administered by a
committee appointed by the Company.
Contributions
Participant contributions are withheld from each payroll in
amounts equal to a percentage of the participant's
compensation as elected by the participant. The maximum
participant contribution for the plan year is the lesser of
$9,500, as indexed by the Internal Revenue Service, or 15%
of the participant's base salary. The Company matches 50%
of the participant's contribution up to 4% of the employee's
earnings. The Plan is fully funded by the Company at the
end of each month.
Participant Accounts
Each participant's account is credited with the
participant's contributions and allocation of the Company's
contributions and Plan earnings. Allocations are based on
participant earnings or account balances, as defined. The
benefit to which a participant is entitled is the benefit
that can be provided from the participant's account.
Vesting
Participants are immediately vested with respect to their
contributions, the Company's matching contributions, and the
earnings thereon.
Description of Plan (Continued)
Investment Options
During 1997, the Plan was amended to expand investment
options from six funds to twelve funds. Participants may
direct employer and employee contributions into any of
twelve investment funds.
American Century Strategic Allocation Conservative Fund -
Funds are invested in a registered investment company that
invests in stocks, bonds and money market securities.
American Century Strategic Allocation Moderate Fund - Funds
are invested in a registered investment company that invests
in stocks, bonds and money market securities.
American Century Strategic Allocation Aggressive Fund -
Funds are invested in a registered investment company that
invests in stocks, bonds and money market securities.
American Century Income and Growth Fund - Funds are invested
in shares of a registered investment company that invests in
common stocks of large companies with a high dividend yield.
American Century Value Fund - Funds are invested in shares
of a registered investment company that invests in equity
securities of well-established companies.
Astec Industries, Inc. Common Stock - Funds are invested in
common stock of the Company.
Benham Prime Money Market Fund - Funds are invested in a
registered investment company that invests in U.S. dollar-
denominated money market instruments and other short-term
obligations of banks, governments and corporations.
Massachusetts Investors Trust Fund - Funds are invested in
shares of a registered investment company that invests in
equity securities of well-known companies across a wide
range of industries.
Twentieth Century International Growth Fund - Funds are
invested in shares of a registered investment company that
invests primarily in common stocks of foreign companies.
Twentieth Century Growth Investors Fund - Funds are invested
in shares of a registered investment company that invests in
common stocks of companies with accelerated earnings and
revenues.
Description of Plan (Continued)
Investment Options (Continued)
Twentieth Century Ultra Investors Fund - Funds are invested
in shares of a registered investment company that invests in
common stocks of small to medium sized companies.
Twentieth Century Vista Investors Fund - Funds are invested
in shares of a registered investment company that invests in
common stocks of companies with better than average
prospects for appreciation.
Participants may change their investment options quarterly.
Participant Notes Receivable
Participants may borrow from their fund accounts a minimum
of $1,000 up to a maximum of $50,000 or 50% of their account
balance. Loan transactions are treated as a transfer from
(to) the investment fund to (from) the loan fund. Loan terms
range from one to five years or up to twenty years for the
purchase of a primary residence. The loans are secured by
the balance in the participant's account and bear interest
at a rate of prime plus one percent. Interest rates for
loans outstanding at December 31, 1997 range from 7.0% to
10.0%. Principal and interest is paid ratably through
monthly payroll deductions.
Payment of Benefits
On termination of service, a participant may receive a lump-
sum amount equal to the vested value of his or her account,
or upon death, disability or retirement, elect to receive a
life annuity or monthly, quarterly, semi-annual or annual
installments over a period of time.
Summary of Significant Accounting Policies
Basis of Presentation
The financial statements of the Plan are prepared in
accordance with generally accepted accounting principles.
Investments
The Plan's investments are stated at fair value. The shares
of registered investment companies are valued at quoted
market prices which represent the net asset values of shares
held by the Plan at year end. Shares of common stock are
valued at quoted market prices. The participant notes
receivable are valued at their outstanding balances, which
approximate fair value.
Summary of Significant Accounting Policies (Continued)
Use of Estimates
The preparation of the financial statements in conformity
with generally accepted accounting principles requires the
Plan to make estimates and assumptions that affect the
amounts reported in the financial statements and
accompanying notes. Actual results could differ from those
estimates.
Investments
The Plan's investments are summarized in the table below and
in the accompanying schedule.
December 31
1997 1996
Investments at Fair Value as
Determined by Quoted Market Price
Shares of mutual funds:
American Century Strategic Allocation
Conservative Fund, 201,672 shares $1,068,864 $ -
American Century Strategic Allocation
Moderate Fund, 372,368 shares 2,167,181 -
American Century Strategic Allocation
Aggressive Fund, 107,360 shares 647,379 -
American Century Income and Growth
Fund, 315,811 shares 7,674,185 -
American Century Value Fund, 755,404
shares 5,250,055 -
Benham Prime Money Market Fund,
4,044,875 shares 4,044,857 -
First GIC Investment Fund, 480,059
shares - 8,686,666
Massachusetts Investors Trust Fund,
343,064 shares 1,621,711 4,960,710
Phoenix Investments Total Return Fund,
160,601 shares - 2,492,516
Twentieth Century International Growth
Fund, 165,470 shares 1,355,197 -
Twentieth Century Growth Investors
Fund, 140,681 shares 3,377,743 4,101,090
Twentieth Century Ultra Investors
Fund, 197,757 shares 5,398,775 6,027,301
Twentieth Century Vista Investors
Fund, 61,017 shares 757,830 -
Shares of common stock:
Astec Industries, Inc., 52,843 shares 1,091,229 501,985
Investments at Estimated Fair Value 34,455,006 26,770,268
Participant notes receivable 1,832,335 1,476,551
Total investments at fair value $36,287,341 $28,246,819
Administrative Expenses
Administrative expenses of the Plan for 1997 were paid by
the Company.
Plan Termination
Although it has not expressed any intent to do so, the
Company has the right under the Plan to discontinue its
contributions at any time and to terminate the Plan subject
to the provisions of ERISA. If the Plan is terminated or
contributions are permanently discontinued, benefits will be
distributed in accordance with the provisions of the Plan.
Income Tax Status
The Internal Revenue Service has ruled that the Plan is
qualified under Section 401(a) of the Internal Revenue Code
and the related trust is, therefore, not subject to tax
under existing income tax laws. The Plan obtained its
latest determination letter on November 2, 1994, in which
the Internal Revenue Service stated that the Plan, as then
designed, was in compliance with the applicable requirements
of the Internal Revenue Code. The plan committee believes
that the Plan is currently designed and being operated in
compliance with the applicable requirements of the Internal
Revenue Code. Therefore, they believe that the Plan is
qualified and the related trust was tax-exempt as of the
financial statement date.
<TABLE>
Astec Industries, Inc. 401(k) Retirement Plan
Schedule of Reportable Transactions
Year Ended December 31, 1997
Party Description of Assets Type of Purchase Selling Cost Current Value Net
Involved Transaction Price Price of of Asset on Gain
Asset Transaction Date (Loss)
Category (i) - individual transactions in excess of five percent of plan assets
<CAPTION>
<S> <C> <C> <C> <C> <C> <C> <C>
American Income and Growth Purchase $2,720,535 $ - $2,720,535 $2,720,535 $ -
Century Fund
Investments
Purchase 1,856,408 - 1,856,408 1,856,408 -
American American Century Purchase 3,268,450 - 3,268,450 3,268,450 -
Century Value Fund
Investments
American Benham Prime Money Purchase 2,751,212 - 2,751,212 2,751,212 -
Century Market Fund Purchase 3,508,319 - 3,508,319 3,508,319 -
Investments Purchase 2,000,000 - 2,000,000 2,000,000 -
Purchase 2,000,000 - 2,000,000 2,000,000 -
Sale - 1,754,160 1,754,160 1,754,160 -
Sale - 2,000,000 2,000,000 2,000,000 -
Sale - 2,000,000 2,000,000 2,000,000 -
Sale - 2,278,691 2,278,691 2,278,691 -
</TABLE>
Astec Industries, Inc. 401(k) Retirement Plan
Schedule of Reportable Transactions (Continued)
Year Ended December 31, 1997
<TABLE> Current Value
of Asset on
Party Type of Purchase Selling Cost of Transaction Net
Involved Description of Asset Transaction Price Price Asset Date Gain (Loss)
Category (i)- individual transactions in excess of five percent of
plan assets (continued)
<CAPTION>
<S> <C> <C> <C> <C> <C> <C> <C>
Massachusetts Massachusetts Sale $ - $4,176,611 $3,292,097 $4,176,611 $884,514
Financial Investors Trust
Services Fund
Company
Phoenix Phoenix Total Sale - 2,701,118 2,816,986 2,701,118 (115,868)
Investments Return Fund
American Twentieth Century Sale - 2,694,997 2,156,199 2,694,997 538,798
Century Growth Investors
Investments Fund
American Twentieth Century Sale - 2,854,267 2,142,591 2,854,267 711,676
Century Ultra Investors Fund
Investments
Category (iii) - series of securities transactions in excess of five percent of plan assets
American American Century Several 2,531,162 - 2,531,162 2,531,162 -
Century Strategic Allocation Purchases
Investments Moderate Fund
Several - 351,818 346,328 351,818 5,490
Sales
American American Century Several 7,964,695 - 7,964,695 7,964,695 -
Century Income and Growth Purchases
Investments Fund
Several - 227,590 217,460 227,590 10,130
Sales
Astec Industries, Inc. 401(k) Retirement Plan
Schedule of Reportable Transactions (Continued)
Category (iii) - series of securities transactions in excess of five
percent of plan assets (continued)
American Several $ 5,698,067 $ - $ 5,698,067 $5,698,067 $ -
Century Value Fund Purchases
Investments
Several - 260,097 259,844 260,097 253
Sales
American Benham Money Market Several 12,652,409 - 12,652,409 12,352,409 -
Century Fund Purchaes
Investments
Several - 8,607,534 8,607,534 8,607,534 -
Sales
First First GIC Investment Several 1,487,884 - 1,487,884 1,487,884 -
Trust Fund Purchases
National
Association
Several - 10,524,502 9,249,139 10,524,502 1,275,363
Sales
Massachusetts Massachusetts Several 1,400,428 - 1,400,428 1,400,428 -
Financial Investors Trust Fund Purchases
Services
Company
Several - 5,790,233 4,534,587 5,790,233 1,255,646
Sales
Phoenix Phoenix Total Return Several 476,617 - 476,617 476,617 -
Investments Fund Purchases
Several - 3,159,637 3,031,583 3,159,637 128,054
Sales
American Twentieth Century Several 1,826,213 - 1,826,213 1,826,213 -
Century International Growth Purchases
Investments Fund
Several - 233,754 245,551 233,754 (11,797)
Sales
American Twentieth Century Several 1,935,332 - 1,935,332 1,935,332 -
Century Growth Investors Purchases
Investments Fund
Several - 3,262,276 2,583,514 3,262,276 678,762
Sales
American Twentieth Century Several 3,224,599 - 3,224,599 3,224,599 -
Century Ultra Investors Fund Purchases
Investments Fund
Several - 4,072,408 3,200,928 4,072,408 871,480
Sales
</TABLE>
There were no category (ii) or (iv) reportable transactions during 1997.
Astec Industries, Inc. 401(k) Retirement Plan
Schedule of Assets Held for Investment Purposes
December 31, 1997
Current
Description of Investment Cost Value
Mutual Funds:
American Century Strategic Allocation
Conservative Fund $1,109,489 $1,068,864
American Century Strategic Allocation
Moderate Fund 2,184,834 2,167,181
American Century Strategic Allocation
Agressive Fund 660,082 647,379
American Century Income and Growth Fund 7,747,287 7,674,185
American Century Value Fund 5,708,223 5,250,055
Benham Prime Money Market Fund 4,044,857 4,044,857
Massachusetts Investors Trust Fund 1,528,062 1,621,711
Twentieth Century International Growth Fund 1,580,662 1,355,197
Twentieth Century Growth Investors Fund 3,551,747 3,377,743
Twentieth Century Ultra Investors Fund 6,181,743 5,398,775
Twentieth Century Vista Investors Fund 851,498 757,830
35,148,484 33,363,777
Common Stocks:
Astec Industries, Inc. Common Stock 809,743 1,091,229
Participant Notes Receivable - 1,832,335
$35,958,227 $36,287,341
<PAGE>
SIGNATURES
Pursuant to the requirements of the Securities Exchange Act
of 1934, the trustees (or other persons who administer the
employee benefit plan) have duly caused this Annual Report
to be signed on its behalf by the undersigned, thereunto
duly authorized, in the City of Chattanooga, State of
Tennessee, on June 30, 1998.
ASTEC INDUSTRIES, INC.
401(k) RETIREMENT PLAN
By: /s/ J. Don Brock
J. Don Brock, Chairman
Astec Industries, Inc.
401(k) Retirement Plan Committee
Exhibit 23
Consent of Independent Auditors
We consent to the incorporation by reference in the
Registration Statement (Form S-8 No. 33-61461) pertaining to
the Astec Industries, Inc. 401(k) Retirement Plan (the
"Plan") of our report dated June 30, 1998, with respect to
the financial statements and schedules of the Astec
Industries, Inc. 401(k) Retirement Plan included in this
Annual Report (Form 11-K) for the year ended December 31,
1997.
/s/ ERNST & YOUNG LLP
Chattanooga, Tennessee
June 30, 1998
