HARNISCHFEGER INDUSTRIES INC
8-K/A, 1998-06-30
MINING MACHINERY & EQUIP (NO OIL & GAS FIELD MACH & EQUIP)
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UNITED STATES SECURITIES AND EXCHANGE COMMISSION
              Washington, D.C.  20549 


                 FORM 8-K/A
      Amendment Number One and Restatement of:

               CURRENT REPORT
Pursuant to Section 13 or 15(d) of the          
Securities Exchange Act of 1934



                   June 30, 1998 
- -------------------------------------------------
Date of Report (Date of earliest event reported)



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



Delaware             1-9299             39-1566457 
- --------------------------------------------------
(State or other    (Commission        IRS Employer
 jurisdiction of    File Number)       
Identification No.
 incorporation)



3600 South Lake Drive, St. Francis, Wisconsin
- ---------------------------------------------
(Address of principal executive offices)     

53235-3716
- ----------
Zip Code


(414) 486-6400          
- --------------------------------------------------
 Registrant's telephone number, including area
code)

   
- -------------------------------------------------
Former name or former address, if changed since
last report)



Item 2.  Acquisition or Disposition of Assets.

On March 30, 1998, Harnischfeger Industries, Inc.
(the "Company") completed the sale of
approximately 80% of the common stock of the
Company's P&H Material Handling ("Material
Handling") business to Chartwell Investments, Inc.
in a leveraged recapitalization transaction for
approximately $340 million in cash and $4.8
million of preferred stock which carries a 12.25%
PIC dividend.  The Company will retain
approximately 20% of the outstanding common stock
and 11% of the outstanding voting securities of
Material Handling and will hold one of the eight
Board of Directors seats for Material Handling. 
In addition, the Company has licensed to Material
Handling the sole and exclusive right to use the
P&H trademark on existing Material Handling
produced products on a worldwide basis for periods
specified in the agreement for a royalty fee
payable over a ten year period.

Material Handling is a leading supplier of
through-the-air cranes, hoists and dock-side
cranes for industrial and shipyard settings.

Item 7.   Financial Statements and Exhibits

Filed with this Amended and Restated Current
Report on Form 8-K/A is pro forma financial
information relative to the divestiture of
Material Handling required pursuant to Article 11
of Regulation S-X which has been restated to
reflect the restatement in the following
paragraph. 

During the second quarter of fiscal 1998, the
Company identified at its Beloit Corporation
subsidiary additional contract costs of
approximately $155,000 related to four large
ongoing Indonesian projects with total contract
values aggregating approximately $600,000.  At the
direction of the Company's Board of Directors, a
special review was undertaken to assess the
reasonableness of the revised cost estimates and
the related financial reporting implications. 
Based upon the Company's internal review and the
results of the special review, it was determined
that $27,600 and $82,000 of the approximate
$155,000 in additional contract costs more
appropriately related to fiscal 1997 and the first
quarter of fiscal 1998, respectively.  As such,
the fiscal 1997 financial statements and the first
quarter of fiscal 1998 financial statements were
restated to reflect these changes. 


The following financial statements and exhibits
are filed as part of this report:
                                        Page No.
                                        -------
(b)  Pro forma financial information
     (1)  Unaudited Pro Forma Condensed
          Statements of Income             2-8  

     (2)  Unaudited Pro Forma Condensed
          Balance Sheet                      9











           Harnischfeger Industries, Inc.
           Unaudited Pro Forma Condensed
                Financial Statements

The unaudited pro forma condensed financial
statements should be read in conjunction with the
historical financial statements of Harnischfeger
Industries, Inc. 

The pro forma data is presented for informational
purposes only and is not necessarily indicative of
the operating results or financial position that
would have occurred had the divestiture of 
Material Handling been consummated on the dates
indicated, nor is such data necessarily indicative
of future operating results or financial position. 
There is no assurance that similar results will be
achieved in the future.  Allocations and
adjustments have been based on the best
information currently available.

The accompanying pro forma condensed balance sheet
reflects the use of the after-tax proceeds from
the sale of approximately $300 million to
initially pay down debt.

The historical statements of income of
Harnischfeger Industries, Inc. for fiscal years
ended October 31, 1995, 1996 and 1997 and the
first quarters of fiscal 1997 and 1998 have been
restated to reflect the Material Handling business
as a discontinued operation.  The results of the
discontinued operations do not reflect any
interest expense or management fees allocated by
the Company.  The Income Statements for the fiscal
year ended October 31,1997 and the first quarter
of 1998 and the pro forma combined balance sheet
have also been restated to reflect the restatement
discussed in the following paragraph.

During the second quarter of fiscal 1998, the
Company identified at its Beloit Corporation
subsidiary additional contract costs of
approximately $155,000 related to four large
ongoing Indonesian projects with total contract
values aggregating approximately $600,000.  At the
direction of the Company's Board of Directors, a
special review was undertaken to assess the
reasonableness of the revised cost estimates and
the related financial reporting implications. 
Based upon the Company's internal review and the
results of the special review, it was determined
that $27,600 and $82,000 of the approximate
$155,000 in additional contract costs more
appropriately related to fiscal 1997 and the first
quarter of fiscal 1998, respectively.  As such,
the fiscal 1997 financial statements and the first
quarter of fiscal 1998 financial statements were
restated to reflect these changes. 


NOTE 1 - The pro forma condensed statements of
income have been prepared assuming that the
divestiture of Material Handling occurred on
November 1, 1996, and the pro forma condensed
balance sheet has been prepared assuming that the
divestiture of Material Handling occurred as of
January 31, 1998.   

<PAGE>
<TABLE>
<CAPTION>
                          Harnischfeger Industries, Inc.
                Unaudited Pro Forma Condensed Statement of Income
                       For the Year Ended October 31, 1995


                         Historical       MHE       Restated
                         -----------     ---------     -----------
<S>                     <C>          <C>        <C>
REVENUES                                               
  Net Sales                   $2,152,079      $239,882      $1,912,197 
  Other Income                   32,208          3,766         28,442 
                         ----------      --------      ---------- 
                         2,184,287        243,648      1,940,639 

COST OF SALES                 1,671,932        183,492      1,488,440 
PRODUCT DEVELOPMENT, 
  SELLING & 
  ADMINISTRATIVE
  EXPENSES                      330,990         37,306        293,684 
                         ----------      --------      ---------- 
OPERATING INCOME                181,365         22,850        158,515 

INTEREST EXPENSE-NET            (40,713)     (200)      ($40,513)
                          ----------          --------      ---------- 
INCOME BEFORE JOY 
  MERGER COSTS, 
  GAIN ON SALE
  OF MEASUREX INVESTMENT,
  PROVISION FOR INCOME
  TAXES & MINORITY
  INTEREST                      140,652         22,650        118,002 

JOY MERGER COSTS                (17,459)        -        (17,459)
GAIN ON SALE OF MEASUREX
  INVESTMENT                     29,657         -         29,657 
PROVISION FOR
  INCOME TAXES                  (53,500)        (7,928)       (45,572)
MINORITY INTEREST                     (7,230)        -         (7,230)
                         ----------     ----------     ----------
INCOME FROM 
  CONTINUING
  OPERATIONS                    $92,120        $14,722        $77,398 

INCOME PER SHARE FROM                                            
  CONTINUING OPERATIONS
     BASIC                        $1.99                    $1.67 
                             =====                    ===== 
     DILUTED                      $1.97                    $1.66 
                             =====                    ===== 

AVERAGE SHARES OUTSTANDING                                            
     BASIC                       46,218                   46,218 
                            ======                   ====== 
     DILUTED                     46,659                   46,659 
                            ======                   ====== 
/TABLE
<PAGE>
                                             
<TABLE>
<CAPTION>                                              
                          Harnischfeger Industries, Inc.
                Unaudited Pro Forma Condensed Statement of Income
                       For the Year Ended October 31, 1996


                         Historical       MHE       Restated
                         ----------     -----      ---------
<S>                     <C>          <C>        <C>
REVENUES
  Net Sales                   $2,863,931      $323,216      $2,540,715 
  Other Income                   23,639          2,613         21,026 
                         ----------      --------      ---------- 
                         2,887,570        325,829      2,561,741 

COST OF SALES                 2,166,775        247,397      1,919,378 
PRODUCT DEVELOPMENT,
  SELLING &
  ADMINISTRATIVE
  EXPENSES                      433,776         45,325        388,451 
RESTRUCTURING CHARGE             43,000         -         43,000 
                         ----------      --------      ---------- 
OPERATING INCOME                244,019         33,107        210,912 

INTEREST EXPENSE-NET            (62,258)     (245)       (62,013)
                          ----------          --------      ---------- 
INCOME BEFORE PROVISION
  FOR INCOME TAXES
  & MINORITY INTEREST           181,761         32,862        148,899 

PROVISION FOR
  INCOME TAXES                  (63,600)       (11,502)       (52,098)
MINORITY INTEREST                     (3,944)      (45)        (3,899)
                         ----------     ----------     -----------

INCOME FROM CONTINUING
  OPERATIONS                   $114,217        $21,315        $92,902 
                         ==========     =========      ========= 

INCOME PER SHARE FROM
  CONTINUING OPERATIONS
            BASIC                      $2.42                    $1.97 
                             =====                    ===== 
            DILUTED               $2.40                    $1.95 
                             =====                    ===== 

AVERAGE SHARES OUTSTANDING
           BASIC                 47,196                   47,196 
                            ======                   ====== 
           DILUTED               47,565                   47,565 
                            ======                   ====== 
</TABLE>

<PAGE>
<TABLE>
<CAPTION>
                          Harnischfeger Industries, Inc.
                Unaudited Pro Forma Condensed Statement of Income
                       For the Year Ended October 31, 1997


                         Historical       MHE       Restated
                         ------------          --------     -----------
<S>                     <C>           <C>       <C>
REVENUES
  Net Sales                   $3,088,538      $353,350      $2,735,188 
  Other Income                   29,705          2,524         27,181 
                         ----------      ---------     -----------
                         3,118,243        355,874      2,762,369 

COST OF SALES                 2,369,115        261,168      2,107,947 
PRODUCT DEVELOPMENT,
  SELLING &
  ADMINISTRATIVE
  EXPENSES                      457,456         56,307        401,149 
                         ----------      ---------     -----------
OPERATING INCOME                291,672         38,399        253,273 

INTEREST EXPENSE-NET            (72,543)     (398)       (72,145)                                             
INCOME BEFORE
  PROVISION
  FOR INCOME TAXES
  & MINORITY
  INTEREST                      219,129         38,001        181,128 

PROVISION FOR
  INCOME TAXES                  (74,475)       (12,920)       (61,555)
MINORITY INTEREST                     (6,374)      (18)        (6,356)
                         -----------    ----------     -----------
INCOME FROM
  CONTINUING
  OPERATIONS                   $138,280        $25,063       $113,217 


INCOME PER SHARE FROM
  CONTINUING OPERATIONS
      BASIC                       $2.89                    $2.36 
                             =====                    ===== 
      DILUTED                     $2.86                    $2.34 
                             =====                    ===== 
                                             
AVERAGE SHARES OUTSTANDING
      BASIC                      47,827                   47,827 
                            ======                   ====== 
      DILUTED                    48,261                   48,261 
                            ======                   ====== 
</TABLE>

<TABLE>
<CAPTION>
                          Harnischfeger Industries, Inc.
                Unaudited Pro Forma Condensed Statement of Income
                       For the Year Ended October 31, 1997


     
                          Pro Forma
                         Adjustments     Pro Forma
                         -----------     ---------
<S>                     <C>         <C>
REVENUES                                               
  Net Sales              $    -         $2,735,188 
  Other Income                   588 (A)        30,419 
                          2,650 (B)
                         -----------    -----------
                          3,238         2,765,607 

COST OF SALES                 -         2,107,947 
PRODUCT DEVELOPMENT,
  SELLING &
  ADMINISTRATIVE
  EXPENSES                    -           401,149 
                         ----------     -----------
OPERATING INCOME               3,238           256,511 

INTEREST EXPENSE-NET          10,567 (C)       (61,578)
                         ----------     -----------
INCOME BEFORE PROVISION
  FOR INCOME TAXES
  & MINORITY INTEREST         13,805           194,933 

PROVISION FOR 
  INCOME TAXES                (4,694)(D)       (66,249)
MINORITY INTEREST                   -           (6,356)
                         -----------    ----------
INCOME FROM CONTINUING
  OPERATIONS                  $9,111          $122,328 
                         ===========    ==========
                                             
INCOME PER SHARE FROM
  CONTINUING OPERATIONS
      BASIC                                 $2.56 
                                       ===== 
      DILUTED                               $2.53 
                                       ===== 
                                             
AVERAGE SHARES OUTSTANDING
      BASIC                                47,827 
                                      ====== 
      DILUTED                              48,261 
                                      ====== 

(A)  Reflects dividend income from the 12.25% preferred stock. 
(B)  Reflects royalty income calculated as a percent of MHE's sales.
(C)  Reflects the reduction in interest expense resulting from the repayment of short- and       
     long-term debt available for repayment.
(D)  Reflects tax effects of pro forma adjustments.
</TABLE>                                               
<PAGE>
<TABLE>
<CAPTION>
                          Harnischfeger Industries, Inc.
                Unaudited Pro Forma Condensed Statement of Income
                      For the Quarter Ended January 31, 1997

                         Historical       MHE       Restated
                         ----------     -----     ----------          
<S>                       <C>          <C>        <C>
REVENUES                                               
  Net Sales                    $699,411        $79,982       $619,429 
  Other Income                    8,760          1,376          7,384 
                                                  
                          --------        -------       -------- 
                           708,171         81,358        626,813 
                                             
COST OF SALES                   527,637         60,792        466,845 
PRODUCT DEVELOPMENT, 
  SELLING & ADMINISTRATIVE
  EXPENSES                      113,034         13,370         99,664 
                          --------        -------       -------- 
OPERATING INCOME                 67,500          7,196         60,304 
                                             
INTEREST EXPENSE-NET            (16,497)     (221)       (16,276)
                           -------        -------        --------
                                   
INCOME BEFORE PROVISION
  FOR INCOME TAXES & 
  MINORITY INTEREST              51,003          6,975         44,028 
                                             
PROVISION FOR INCOME TAXES      (17,850)        (2,441)       (15,409)
MINORITY INTEREST                     (2,295)       (8)        (2,287)
                           --------      --------       ---------
                              
INCOME FROM CONTINUING
  OPERATIONS                    $30,858         $4,526        $26,332 
                          ========       ========      ========= 
                                             
INCOME PER SHARE FROM    
  CONTINUING OPERATIONS                                               
     BASIC                        $0.65                    $0.55 
                             =====                    ===== 
     DILUTED                      $0.64                    $0.55 
                             =====                    ===== 
                                             
AVERAGE SHARES OUTSTANDING                                            
     BASIC                       47,720                   47,720 
                            ======                   ====== 
     DILUTED                     48,258                   48,258 
                            ======                   ====== 


</TABLE>       
<TABLE>
<CAPTION>
                          Harnischfeger Industries, Inc.
                Unaudited Pro Forma Condensed Statement of Income          
                      For the Quarter Ended January 31, 1997          
                                             
                                             
                                             
                               Pro Forma          

                              Adjustments     Pro Forma
                      ---     ------------         ---------
<S>                             <C>         <C>
REVENUES
  Net Sales                        $    -          $619,429 
  Other Income                        147 (A)         8,194 
                                 663 (B)
                              ----------      -------- 
                                 810           627,623 
                                             
COST OF SALES                      -           466,845 
PRODUCT DEVELOPMENT, 
  SELLING & ADMINISTRATIVE
  EXPENSES                         -            99,664 
                              ----------      -------- 
OPERATING INCOME                      810            61,114 
                                             
INTEREST EXPENSE-NET                2,978 (C)       (13,298)
                              ----------       --------                                             
INCOME BEFORE PROVISION
  FOR INCOME TAXES & 
  MINORITY INTEREST                 3,788            47,816 
                                             
PROVISION FOR INCOME TAXES         (1,326)(D)       (16,735)
MINORITY INTEREST                       -            (2,287)
                              ----------       --------                                             
INCOME FROM CONTINUING
  OPERATIONS                       $2,462           $28,794 
                              ==========      ======== 
                                             
INCOME PER SHARE FROM    
  CONTINUING OPERATIONS                                               
     BASIC                                       $0.60 
                                            ===== 
     DILUTED                                     $0.60 
                                            ===== 
                                             
AVERAGE SHARES OUTSTANDING                                            
     BASIC                                      47,720 
                                           ====== 
     DILUTED                                    48,258 
                                           ====== 

(A)  Reflects dividend income from the 12.25% preferred stock. 
(B)  Reflects royalty income calculated as a percent of MHE's sales.
(C)  Reflects the reduction in interest expense resulting from the repayment of short- and       
     long-term debt available for repayment.
(D)  Reflects tax effects of pro forma adjustments.
/TABLE
<PAGE>
<TABLE>
<CAPTION>
                          Harnischfeger Industries, Inc.         
                Unaudited Pro Forma Condensed Statement of Income          
                      For the Quarter Ended January 31, 1998          



                         Historical       MHE       Restated          
                         -----------       -------      ---------          
<S>                      <C>           <C>       <C>
REVENUES                                               
  Net Sales                    $634,327        $76,483       $557,844 
  Other Income                   10,158       148         10,010 
                                                  
                          --------         -------       --------
                           644,485         76,631        567,854 
                                             
COST OF SALES                   561,253         56,653        504,600 
PRODUCT DEVELOPMENT, 
  SELLING & ADMINISTRATIVE
  EXPENSES                      112,181         14,344         97,837 
                          --------         -------        -------
OPERATING INCOME (LOSS)              (28,949)         5,634        (34,583)
                                             
INTEREST EXPENSE-NET            (18,772)     (477)       (18,295)
                           --------        -------       --------                         
INCOME (LOSS)BEFORE
  (PROVISION) BENEFIT
  FOR INCOME TAXES &
  MINORITY INTEREST             (47,721)         5,157        (52,878)                                             
(PROVISION) BENEFIT FOR
  INCOME TAXES                   16,230         (1,753)        17,983 
MINORITY INTEREST                      9,924         -          9,924 
                           --------       --------       --------
                    
INCOME (LOSS)FROM CONTINUING
   OPERATIONS                  $(21,567)        $3,404       $(24,971)
                           ========       ========       ========
                                             
INCOME (LOSS) PER SHARE FROM                                               
  CONTINUING OPERATIONS                                               
     BASIC                       $(0.46)                  $(0.53)
                         =====               =====
     DILUTED                     $(0.46)                  $(0.53)
                         =====               =====
                                             
AVERAGE SHARES OUTSTANDING                                            
     BASIC                        46,742                   46,742
                             ======                   ======
     DILUTED                      46,742                   46,742
                             ======                   ======
</TABLE>
<TABLE>
<CAPTION>

                          Harnischfeger Industries, Inc.         
                Unaudited Pro Forma Condensed Statement of Income          
                      For the Quarter Ended January 31, 1998          

                                             
                               Pro Forma          
                              Adjustments     Pro Forma
                              -----------    ----------
<S>                             <C>         <C>
REVENUES                                               
  Net Sales                        $    -          $557,844 
  Other Income                        147 (A)        10,820 
                                 663 (B)     
                              ----------      -------- 
                                 810           568,664 
                                             
COST OF SALES                      -           504,600 
PRODUCT DEVELOPMENT, 
  SELLING & ADMINISTRATIVE
  EXPENSES                         -            97,837 
                               ---------      -------- 
OPERATING INCOMEM (LOSS)              810           (33,773)
                                             
INTEREST EXPENSE-NET                4,462 (C)       (13,833)
                               ---------       --------          
INCOME (LOSS) BEFORE (PROVISION)
  BENEFIT FOR INCOME TAXES & 
  MINORITY INTEREST                 5,272           (47,606)
                                             
(PROVISION) BENEFIT FOR
  INCOME TAXES                     (1,792)(D)        16,191 
MINORITY INTEREST                       -             9,924 
                              ---------        --------
                    
INCOME (LOSS) FROM CONTINUING
   OPERATIONS                      $3,480          $(21,491)
                              =========       =========                    
                                             
INCOME (LOSS) PER SHARE FROM                                               
  CONTINUING OPERATIONS                                               
     BASIC                                      $(0.46)
                                        =====
     DILUTED                                    $(0.46)
                                        =====
                                             
AVERAGE SHARES OUTSTANDING                                            
     BASIC                                       46,742
                                            ======
     DILUTED                                     46,742
                                            ======

(A)  Reflects dividend income from the 12.25% preferred stock. 
(B)  Reflects royalty income calculated as a percent of MHE's sales.
(C)  Reflects the reduction in interest expense resulting from the repayment of short- and       
     long-term debt available for repayment.
(D)  Reflects tax effects of pro forma adjustments.
</TABLE>
<TABLE>
<CAPTION>
                          Harnischfeger Industries Inc.
                   Unaudited Pro Forma Condensed Balance Sheet
                                 January 31, 1998
                                   
                                HII       MHE
                                --------        -------
<S>                           <C>          <C>
    Assets                                        
Current assets:                                        
  Cash & cash equivalents      $       18,065      $       -
  Accounts receivable - net                885,623         75,545
  Inventories                         623,160         38,226
  Businesses held for sale         9,576         -
  Other current assets                     133,303     6,383
                              ----------       --------
                               1,669,727        120,154
                                             
Property, plant 
  and equipment - net                 639,442         43,662
                                             
Intangible assets                          506,959         37,154
                                             
Other assets                          138,098         13,867
                              ----------       --------
Total Assets                       $2,954,226       $214,837
                              ==========       ========

Liabilities and
 Sharholders' Equity                                        
Current Liabilities:     
  Short-term notes payable,
   including current                                   
   portion of long-term
   obligations                     $  136,624       $  3,280
  Trade accounts payable              409,430         23,897
  Employee compensation
   and benefits                       114,166     7,513
  Advance payments and
   progress billings                  119,647     9,321
  Accrued warranties                   61,087     3,476
  Other current liabilities                260,686         20,655
                               ---------       --------
                               1,101,640         68,142
                                             
Long-term obligations                 895,011     1,009
Liability for 
  postretirement benefits              50,952         -                                                  
Deferred income taxes                  84,589         -                                                  
Other liabilities                           47,041         -
                                             
Minority Interest                           87,042       377
                                             
Shareholders' equity                  687,951        145,309
                              ----------      ---------
                                             
Total Liabilities and
   Shareholders' Equity                 $2,954,226       $214,837
                              ==========      =========
</TABLE>
<TABLE>
<CAPTION>

                          Harnischfeger Industries Inc.
                   Unaudited Pro Forma Condensed Balance Sheet
                                 January 31, 1998

                                    Pro Forma       HII
                                   Adjustments      Restated
                                   -----------     ---------
<S>                               <C>            <C>
Assets                                       
Current assets:                                        
  Cash & cash equivalents               $       -           $   18,065
  Accounts receivable - net                  -            810,078
  Inventories                           -            584,934
  Businesses held for sale              -         9,576
  Other current assets                       -            126,920
                                  ------ ---------     ----------
                                   -          1,549,573
                                             
Property, plant 
  and equipment - net                   -            595,780
                                             
Intangible assets                            -            469,805
                                             
Other assets                             4,809(A)         129,040
                                  --------------       ----------
Total Assets                            $   4,809           $2,744,198
                                   =============       ==========

Liabilities and
 Sharholders' Equity                                        
Current Liabilities:     
  Short-term notes payable,
   including current                                   
   portion of long-term
   obligations                          $(65,000)(B)         $  68,344
  Trade accounts payable                -            385,533
  Employee compensation
   and benefits                         -            106,653
  Advance payments and
   progress billings                    -            110,326
  Accrued warranties                    -             57,611
  Other current liabilities                  55,000 (D)        295,031
                                   ------------          --------
                                   (10,000)        1,023,498
                                             
Long-term obligations                   (275,000)(C)           619,002
Liability for 
  postretirement benefits               -             50,952                                                  
Deferred income taxes                   -             84,589
Other liabilities                                          47,041
                                             
Minority Interest                            -             86,665
                                             
Shareholders' equity                    289,809 (E)       832,451
                                   -------------       ----------
                                             
Total Liabilities and
   Shareholders' Equity                      $   4,809           $2,744,198
                                   =============       ==========
A)  Reflects the investment in preferred stock of $4,809.
B)  Reflects the repayment of short term debt.                                  
C)  Reflects the repayment of long term debt.                                   
D)  Amount represents $10 million in estimated transaction-related 
    expenses and $45 million in estimated taxes.       
E)  Reflects the following:
    Gain on sale after tax           $144,500                                   
    Add back of MHE equity 
      which would have                                      
      been eliminated in 
      consolidation                   145,309
                                --------
                                $289,809
                                ========

</TABLE>
                                    Signatures

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

                                 Harnischfeger Industries, Inc. 

June 30, 1998                   By /s/ James C. Benjamin   
                                 ------------------------------
                                       James C. Benjamin
                                 Vice President, Controller  
                                 and Chief Accounting Officer


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