10-K

FORM 10-K
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549

_________________

[X] ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934
For the fiscal year ended December 31, 2003

OR

[   ] 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 0-18110

Gehl Company
(Exact name of registrant as specified in its charter)

Wisconsin	39-0300430
(State or other jurisdiction of incorporation or organization)	(I.R.S. Employer Identification No.)

143 Water Street, West Bend, WI	53095
(Address of principal executive office)	(Zip Code)

Registrant’s telephone number, including area code   (262) 334-9461

Securities registered pursuant to Section 12(b) of the Act:

NONE

Securities registered pursuant to Section 12(g) of the Act:

Common Stock, $.10 par value
(Title of class)

Rights to Purchase Preferred Shares
(Title of class)

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

Yes  X No       

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

        Indicate by check mark whether the registrant is an accelerated filer (as defined in Rule 12b-2 of the Exchange Act.)

Yes        No  X

        Aggregate market value of voting stock held by non-affiliates of the registrant: $67,556,906 at February 13, 2004.

        Number of shares outstanding of each of the registrant’s classes of common stock, as of February 13, 2004:

Class	Shares Outstanding
Common Stock, $.10 Par Value	5,335,939

DOCUMENTS INCORPORATED BY REFERENCE

Gehl Company Proxy Statement for the 2004 Annual Meeting of Shareholders
(to be filed with the Commission under Regulation 14A within 120 days after the
end of the registrant’s fiscal year end and, upon such
filing, to be incorporated by reference into Part III)

GEHL COMPANY

_________________

INDEX TO
ANNUAL REPORT ON FORM 10-K

For The Year Ended December 31, 2003

	Page
Part I
Item 1     Business	1
Item 2     Properties	7
Item 3     Legal Proceedings	8
Item 4     Submission of Matters to a Vote of Security Holders	9
Executive Officers of the Registrant	9
Part II
Item 5     Market for Registrant's Common Equity and Related
Shareholder Matters	10
Item 6     Selected Financial Data	11
Item 7     Management's Discussion and Analysis of Financial
Condition and Results of Operations	12
Item 7A   Quantitative and Qualitative Disclosures About Market Risk	21
Item 8     Financial Statements and Supplementary Data	22
Item 9     Changes in and Disagreements with Accountants
on Accounting and Financial Disclosure	49
Item 9A   Controls and Procedures	49
Part III
Item 10   Directors and Executive Officers of the Registrant	50
Item 11   Executive Compensation	50
Item 12   Security Ownership of Certain Beneficial Owners
and Management and Related Shareholder Matters	50
Item 13   Certain Relationships and Related Transactions	50
Item 14   Principal Accountant Fees and Services	51
Part IV
Item 15   Exhibits, Financial Statement Schedules and
Reports on Form 8-K	52
Signatures	53

PART I

Item 1.  Business

Overview

        Gehl Company (the “Company” or “Gehl”) designs, manufactures, sells and finances equipment used in the light construction equipment and the agriculture equipment industries. Construction equipment is comprised of skid loaders, telescopic handlers, asphalt pavers, compact excavators, compact track loaders, all-wheel-steer loaders, compact loaders and attachments and is sold to contractors, sub-contractors, owner operators, rental stores and municipalities. The Company generally markets its construction equipment under the Gehl® and Mustang® brand names. Agriculture equipment is sold to customers in the dairy and livestock industries, and includes a broad range of products including haymaking, forage harvesting, materials handling (skid loaders, telescopic handlers, compact excavators, compact track loaders, all-wheel-steer loaders, compact loaders and attachments), manure handling and feedmaking equipment. The Company believes that it is one of the largest non-tractor agriculture equipment manufacturers in North America. In addition, the Company launched a new attachment business, Compact Equipment Attachments, Inc., in July 2001. The Company was founded in 1859 and was incorporated in the State of Wisconsin in 1890.

        Effective January 1, 2002, the Company began accounting for its investment in a German distribution operation (“Gehl Europe”) as a consolidated subsidiary as a result of the Company’s controlling influence on the operations of Gehl Europe as of such date. Prior to January 1, 2002, the Company accounted for its investment in Gehl Europe under the equity method.

        During 2002, the Company substantially completed a restructuring plan that was commenced in the third quarter of 2001 in order to reduce costs through several major plant rationalization initiatives which included consolidating certain operations. Under these initiatives, the Company closed its manufacturing facility in Lebanon, Pennsylvania and outsourced the manufacturing of most products. The Company also transferred the manufacturing of its Mustang line of skid steer loaders from its facility in Owatonna, Minnesota to its skid steer facility in Madison, South Dakota. Construction equipment is now manufactured in two South Dakota facilities and Agricultural equipment is manufactured in plants in Wisconsin and South Dakota. The Lebanon, Pennsylvania facility was sold in 2003.

        The Company intends that certain matters discussed in this Annual Report on Form 10-K are “forward-looking statements” intended to qualify for the safe harbor from liability established by the Private Securities Litigation Reform Act of 1995. All statements other than statements of historical fact, including statements regarding the Company’s future financial position, business strategy, targets and capital spending, and the plans and objectives of management for future operations, are forward-looking statements. When used in this Annual Report on Form 10-K, words such as the Company “believes,” “anticipates,” “expects” or “estimates” or words of similar meaning are generally intended to identify forward-looking statements. These forward-looking statements are not guarantees of future performance and are subject to certain risks, uncertainties, assumptions and other factors, some of which are beyond the Company’s control, that could cause actual results to differ materially from those anticipated as of the date of the filing hereof. Factors that could cause such a variance include, but are not limited to, any interruption in the expected general economic recovery, unanticipated changes in capital market conditions, the Company’s ability to implement successfully its strategic initiatives, market acceptance of newly introduced products, the cyclical nature of the Company’s business, the Company’s and its customers’ access to credit, competitive pricing, product initiatives and other actions taken by competitors, disruptions in production capacity, excess inventory levels, the effect of changes in laws and regulations (including government subsidies and international trade regulations), technological difficulties, changes in currency exchange rates, the Company’s ability to secure sources of liquidity necessary to fund its operations, changes in environmental laws, the impact of any acquisition effected by the Company, unanticipated difficulties or charges arising out of the proposed sale of the Company’s Owatonna, Minnesota facility, and employee and labor relations. Shareholders, potential investors, and other readers are urged to consider these factors in evaluating the forward-looking statements and are cautioned not to place undue reliance on such forward-looking statements. The forward-looking statements included in this Annual Report on Form 10-K are only made as of the date of the filing hereof, and the Company undertakes no obligation to publicly update such forward-looking statements to reflect subsequent events or circumstances.

1

Business Segments

        The Company operates in two business segments, construction equipment and agricultural equipment. The following table shows certain information relating to the Company’s segments:

	(dollars in thousands) Years ended December 31,
	2001					2002					2003
	Amount		%			Amount		%			Amount			%
Net sales:   Construction Equipment	$	122,344		50.9	%	$	135,080		58.1	%	$	155,516			63.6	%
Agricultural Equipment		118,050		49.1			97,485		41.9			88,884			36.4
Total	$	240,394		100.0	%	$	232,565		100.0	%	$	244,400			100.0	%
Income (loss) from
operations:
Construction Equipment	$	2,270		25.4	%	$	4,306		83.5	%	$	7,899			161.7	%
Agricultural Equipment		6,673		74.6			851		16.5			(3,013	)		(61.7	)
Total	$	8,943		100.0	%	$	5,157		100.0	%	$	4,886			100.0	%

        On September 26, 2001, the Company adopted several major plant rationalization initiatives to improve the Company’s profitability by consolidating certain operations. Under these initiatives, the Company announced it would close its manufacturing facility in Lebanon, Pennsylvania (“Lebanon”) and transfer production to other locations. The Company also indicated it would transfer the manufacturing of its Mustang line of skid steer loaders from its facility in Owatonna, Minnesota (“Owatonna”) to its skid steer facility in Madison, South Dakota. A $4.3 million charge related to the plant rationalization initiatives was recorded in the third quarter of 2001 in accordance with accounting principles generally accepted in the United States of America. Of this charge, $2.8 million and $1.5 million related to the construction and agricultural equipment segments, respectively.

        The manufacturing consolidations announced on September 26, 2001 were completed during 2002. During 2002, the Company expensed $1.0 million of other charges related to the plant rationalization initiatives. These charges were required to be expensed when incurred and were not included in the original reserve. Of the $1.0 million expense recorded in 2002, $0.5 million and $0.5 million related to the construction and agricultural segments, respectively.

        During September and October of 2003, the Company entered into agreements to sell both the Lebanon and Owatonna facilities and certain related assets. The Company recorded a $3.6 million asset impairment charge to adjust the carrying value of the Lebanon and Owatonna facilities and assets to their net realizable value based on the pending sales. Of the $3.6 million charge, $1.2 million and $2.4 million related to the construction equipment and agricultural equipment segments, respectively. The Company sold the Lebanon facility in December 2003. The sale of the Owatonna facility, which was scheduled to close in December 2003, did not occur as the Company expected. The Company continues to actively pursue the sale of the Owatonna facility. In addition to the impairment charge, the Company expensed $0.5 million of other charges related to the plant rationalization initiatives during 2003. Of the $0.5 million expense recorded in 2003, $0.3 million and $0.2 million related to the construction and agricultural segments, respectively.

2

        The Company had no intersegment sales or transfers during the years set forth above. For segment information with respect to identifiable assets, depreciation/amortization and capital expenditures for the construction equipment and agricultural equipment markets, see Note 16 of “Notes to Consolidated Financial Statements” included in Part II, Item 8 of this Form 10-K.

Construction Equipment

Products

        Construction equipment is marketed in the following seven product areas:

1. Skid Loaders – The Company’s skid loader line consists of a broad range of products offered through the Gehl and Mustang brands. The skid loader line features a choice of hand-operated T-bar controls, hand only or hand and foot controls. The skid loader, with its fixed-wheel four-wheel drive, is used principally for material handling duties. The skid loader may also be used with a variety of attachments, including dirt, snow and cement buckets, pallet forks and hydraulically-operated devices such as cold planers, backhoes, brooms, trenchers, snowblowers, industrial grapples, tree diggers, concrete breakers, augers and many more.

2. Telescopic Handlers — The Company’s telescopic handler line consists of a broad range of products offered through the Gehl and Mustang brands. These telescopic handlers are designed to handle heavy loads (up to 12,000 pounds) reaching horizontally and vertically (up to 55 ft.) for use by a variety of customers, including masons, roofers, building contractors and farmers.

3. Asphalt Pavers — Two models of Power Box® pavers are marketed by Gehl. These pavers allow variable paving widths from 4 1/2 to 13 feet and are used for both commercial and municipal jobs such as county and municipal road, sidewalk, golf cart path, jogging trail, parking lot, driveway, trailer court and tennis court preparation.

4. Compact Excavators – The Company’s compact excavator line consists of a broad range of products offered through the Gehl and Mustang brands. The units range in size from 1.5 metric tons to 11.5 metric tons. All units come standard with auxiliary hydraulics. An industry exclusive frame leveling system is offered on a number of models. These units can be equipped with a wide variety of attachments.

5. Compact-loader – Gehl offers an articulated unit, powered by a 20 horsepower engine. It is one of the only compact-loaders offered in the industry where the operator is seated on the unit. Offered with a wide variety of attachments, the principal applications for this product are landscaping, nursery and material handling.

6. All-wheel-steer Loaders – The Company offers multiple all-wheel-steer loaders through the Gehl and Mustang brands with either conventional or telescopic booms. The units range from 60 horsepower to 83 horsepower and are used in general construction, and by building contractors and material producers.

7. Compact Track Loaders – The Company offers multiple compact track loaders through the Gehl and Mustang brands. With a dedicated rubber track, these machines are especially useful in soft or muddy conditions. They offer low ground pressure and high floatation and are used in landscaping, nursery and general construction applications.

Marketing and Distribution

        The Company maintains a separate distribution system for construction equipment. The Company markets its construction equipment in North America through approximately 270 independent dealers (with 1016 outlets) and worldwide through approximately 85 distributors. The Company has no Company-owned dealers, and its dealers may sell equipment produced by other construction equipment manufacturers. The top ten dealers and distributors of construction equipment accounted for approximately 13% of the Company’s sales for the year ended December 31, 2003; however, no single dealer or distributor accounted for more than 3% of the Company’s sales for that period. Sales of the construction equipment skid loader product line accounted for more than 25% of the Company’s net sales in 2001, 2002 and 2003. Sales of the construction equipment telescopic handler product line accounted for more than 12% of the Company’s net sales in 2001, 2002 and 2003.

3

        The Company believes that maintenance and expansion of its dealer network is important to its success in the light construction equipment market. The Company also believes that it needs to continue to further develop sales relationships with rental companies to meet the demands of the changing marketplace. Various forms of support are provided for its construction equipment dealers, including sales and service training, and, in the United States and Canada, floor plan financing for its dealers and retail financing for both its dealers and their customers. The construction equipment dealers in North America are also supported by district sales managers who provide a variety of services, including training, market evaluation, business planning, equipment demonstrations and sales, warranty and service assistance, and regional field service representatives who assist in training and providing routine dealer service support functions. The Company has a service agreement with a vendor for a centralized parts distribution center located in Belvidere, Illinois.

Industry and Competition

        Gehl’s construction equipment product lines face competition in each of their markets. In general, each line competes with a small group of from seven to twelve different companies, some of which are larger than the Company. The Company competes within the light construction equipment markets based primarily on price, quality, service and distribution.

        The primary markets for Gehl’s construction equipment outside of North America are in Europe, Australia, Latin America, the Middle East and the Pacific Rim. The Company believes it is a significant competitor in the skid loader market in most of these markets.

Agricultural Equipment

Products

        Agricultural equipment is marketed in five product areas.

1. Haymaking — Gehl’s haymaking line includes a broad range of products used to harvest and process hay crops for livestock feed. The Company offers disc mowers, a wide range of pull-type disc mower conditioners, hay rakes, windrow mergers and variable-chamber round balers.

2. Forage Harvesting — The Company believes that it currently manufactures and sells one of the industry’s most complete lines of forage harvesting equipment, including forage harvesters, forage wagons and blowers.

3. Material Handling – This line consists of a broad range of Gehl skid loaders, telescopic handlers, compact excavators, compact track loaders, all-wheel-steer loaders and the compact-loader. The skid loader, telescopic handler, compact excavator, compact track loader, all-wheel-steer loader and compact-loader product lines are marketed by dealers who handle agricultural equipment and by dealers who handle construction equipment.

4. Manure Handling — Gehl offers a broad range of manure spreaders, including the Scavenger® “V-Tank” side-discharge manure spreader which incorporates a hydraulically controlled auger allowing the spreader to handle a wide range of semi-liquid waste products, including municipal sludge. For handling mostly solid manure, the Company also markets four models of rear-discharge box spreaders.

5. Feedmaking — The Company offers the Gehl Mix-All® line of grinder mixers, a line of mixer feeders and a feeder wagon for both mixing feed rations and delivery to livestock feeders.

4

Marketing and Distribution

        In North America, Gehl’s agricultural equipment is sold through approximately 341 geographically dispersed dealers (with 405 outlets). Fifty of these dealers are located in Canada. Agricultural equipment is also marketed through approximately 10 distributors in Europe, the Middle East, the Pacific Rim and Latin America. The Company has no Company-owned dealers and its dealers may sell equipment produced by other agricultural equipment manufacturers.

        It has been and remains the Company’s objective to increase the share of Gehl products sold by a Gehl dealer. Gehl is not dependent for its sales on any specific agriculture dealer or group of dealers. The top ten dealers and distributors in agricultural equipment accounted for approximately 7% of the Company’s sales for the year ended December 31, 2003 and no one dealer or distributor accounted for over 1% of the Company’s sales during that period. Sales of the agriculture equipment skid loader product line accounted for more than 13% of the Company’s net sales in 2001, 2002 and 2003.

        The Company provides various forms of support for its dealer network, including sales and service training. The Company also provides floor plan and retail finance support for products sold by its dealers in the United States and Canada.

        The agricultural equipment dealers in North America are also supported by district sales managers who provide a variety of services, including training, market evaluation, business planning, equipment demonstrations and sales, warranty and service assistance, and regional field service representatives who assist in training and providing routine dealer service support functions. The Company has a service agreement with a vendor for a centralized parts distribution center located in Belvidere, Illinois.

Industry and Competition

        The agriculture equipment industry has seen significant consolidation and retrenchment since 1980. This has served to reduce the total number of competitors, to strengthen certain major competitors, and to reduce the strength of certain other companies in the industry. The Company competes within the agriculture equipment industry based primarily on products sold, price, quality, service and distribution.

        The agriculture equipment markets in North America are highly competitive and require substantial capital outlays. The Company has several major competitors as well as numerous other limited line manufacturers and importers. The largest manufacturers in the agriculture equipment industry, the Company’s major competitors, generally produce tractors and combines as well as a full line of tillage and planting equipment. Such manufacturers also market, to varying degrees, haymaking, forage harvesting, materials handling, manure handling and/or feedmaking equipment, the areas in which the Company’s agriculture products are concentrated. No single competitor competes with the Company in each of its product lines. The Company believes that it is the only non-tractor manufacturer in the industry that produces equipment in each of these product lines. Smaller manufacturers which compete with the Company produce only a limited line of specialty items and often compete only in regional markets.

        Approximately 90% of the Company’s agriculture dealers also carry the tractor and combine product lines of a major manufacturer. In addition to selling the tractors and combines of a major manufacturer, many of these dealers carry the major manufacturer’s entire line of products, some of which directly compete with the products offered by Gehl. Dealers of Gehl’s agriculture equipment also market equipment manufactured by limited line manufacturers which compete with specific product lines offered by the Company.

        The primary markets for Gehl’s agriculture equipment outside of North America are in Europe and the Pacific Rim. In these markets, the Company competes with both agriculture equipment manufacturers from the United States, some of which have manufacturing facilities in foreign countries, and foreign manufacturers. The Company does not believe, however, that it is presently a significant competitor in any of these foreign markets.

Backlog

        The backlog of unfilled equipment orders (which orders are subject to cancellation in certain circumstances) as of December 31, 2003 was $38.9 million versus $20.9 million at December 31, 2002. Virtually all orders in the backlog at December 31, 2003 are expected to be shipped in 2004.

5

Floor Plan and Retail Financing

Floor Plan Financing

        The Company, as is typical in its industries, generally provides floor plan financing for its dealers. Products shipped to dealers under the Company’s floor plan financing program are recorded by the Company as sales and the dealers’ obligations to the Company are reflected as accounts receivable.

        The Company provides interest-free floor plan financing to its dealers, for construction equipment for varying periods of time generally up to six months and for agriculture equipment generally up to nine months. Dealers who sell products utilizing floor plan financing are required to make immediate payment for those products to the Company upon sale or delivery to the retail customer. At the end of the interest-free period, if the equipment remains unsold to retail customers, the Company generally charges interest to the dealer at approximately 3% above the prime rate or on occasion provides an interest-free extension of up to three months upon payment by the dealer of a curtailment of 25% of the original invoice price to the dealer. This type of floor plan equipment financing accounts for approximately 80% of Gehl’s dealer accounts receivable, with all such floor planned receivables required to be secured by a first priority security interest in the equipment sold.

Retail Financing

        The Company also provides retail financing primarily to facilitate the sale of equipment to end users. Additionally, a number of dealers purchase equipment which is held for rental to the public. The Company also provides retail financing to such dealers in connection with these purchases. Retail financing in the United States is provided by the Company primarily through Gehl Finance®, the Company’s finance division. Retail financing is provided in Canada by a third party at rates subsidized by the Company.

        The Company maintains arrangements with third parties pursuant to which the Company sells, with recourse, the Company’s retail finance contracts. The finance contracts require periodic installments of principal and interest over periods of up to 60 months; interest rates are based on market conditions. The majority of these contracts have maturities of 12 to 48 months. The Company continues to service the finance contracts it sells, including cash collections. For additional discussion, see “Management’s Discussion and Analysis of Financial Condition and Results of Operations – Liquidity and Capital Resources – Sales of Finance Contracts Receivable,” included in Part II, Item 7 of this Form 10-K and Note 2 of “Notes to Consolidated Financial Statements,” included in Part II, Item 8 of this Form 10-K.

Employees

        As of December 31, 2003, the Company had 796 employees, of which 458 were hourly employees and 338 were salaried employees. At the production facilities in West Bend, Wisconsin, one of three Gehl production facilities, 136 hourly employees are covered by a collective bargaining agreement with P.A.C.E. (formerly the United Paperworkers International Union) which expires December 15, 2006. None of the remaining employees of the Company are represented by unions. There have been no labor-related work stoppages at the Company’s facilities during the past thirty years.

Manufacturing

        During 2002, the Company expanded its South Dakota skid loader manufacturing facility in order to accommodate the transfer of Mustang skid loader production previously manufactured in Owatonna, Minnesota. The Company believes that its present manufacturing facilities will be sufficient to provide adequate capacity for its operations in 2004.

        Component parts needed in the manufacture of the Company’s equipment are primarily produced by the Company. The Company obtains raw materials (principally steel), component parts that it does not manufacture (mostly engines and hydraulics) and supplies from third party suppliers. Substantially all such materials and components used are available from a number of sources. The Company is not dependent on any supplier that cannot be replaced and has not experienced difficulty in obtaining necessary purchased materials.

6

        In addition to the equipment it manufactures, the Company markets equipment acquired from third party suppliers. Products acquired from these suppliers accounted for approximately 21% of the Company’s net sales in 2003.

Research and Development

        The Company attempts to maintain and strengthen its market position through internal new product development and incremental improvements to existing products. The Company’s research and development is devoted to developing new products that meet specific customer needs and to devising incremental improvements to existing products. Research and development performed by the Company includes the designing and testing of new and improved products as well as the fabrication of prototypes. The Company expended approximately $2.6 million, $3.2 million and $3.0 million on research and development for the years ended December 31, 2003, 2002 and 2001, respectively.

Patents and Trademarks

        The Company possesses rights under a number of domestic and foreign patents and trademarks relating to its products and business. While the Company considers the patents, trademarks and service marks important in the operation of its business, including the Gehl® name, the Mustang® name, the Dynalift® name, the EDGE® name and the group of patents relating to the Scavenger® manure spreader, the business of the Company is not dependent, in any material respect, on any single patent or trademark or group of patents or trademarks.

Item 2.  Properties

        The following table sets forth certain information as of December 31, 2003, relating to the Company’s principal manufacturing facilities. See “Management’s Discussion and Analysis of Financial Condition and Results of Operations — Liquidity and Capital Resources — Capital Expenditures,” included in Part II, Item 7 of this Form 10-K.

	Approximate Floor Area in Square Feet	Owned or Leased	Principal Uses
West Bend, WI	450,000	Owned	General offices and engineering,
			research and development and
			manufacture of agricultural
			equipment
Madison, SD	260,000	Owned	Manufacture of Gehl and Mustang
			skid loaders for dealers of
			construction equipment and
			agricultural equipment
Yankton, SD	130,000	Owned	Manufacture of construction
			equipment
Owatonna, MN (1)	235,000	Owned

        (1)        The Company ceased manufacturing at this plant in conjunction with its plant rationalization initiatives announced in September 2001. This plant is currently for sale.

        The Company also has a five year service agreement with a vendor for a centralized parts distribution center located in Belvidere, Illinois.

7

Item 3.  Legal Proceedings

        The Company is a defendant from time to time in actions for product liability and other matters arising out of its ordinary business operations. The Company believes that the actions presently pending will not have a material adverse effect on its consolidated financial position or results of operations. To the Company’s knowledge, there are no material legal proceedings to which any director, officer, affiliate or more than 5% shareholder of the Company (or any associate of the foregoing persons) is a party adverse to the Company or any of its subsidiaries or has a material interest adverse to the Company or its subsidiaries.

8

Item 4.  Submission of Matters to a Vote of Security Holders

        No matters were submitted to a vote of security holders during the quarter ended December 31, 2003.

Executive Officers of the Registrant.

        Set forth below is certain information concerning the executive officers of the Company as of February 1, 2004:

Name, Age and Position	Business Experience
William D. Gehl, 57,	Mr. Gehl has served as Chairman of the Board of
Chairman of the Board of Directors	Directors of the Company since April, 1996 and as Chief
and Chief Executive Officer	Executive Officer of the Company since November, 1992.
	Mr. Gehl served as President of the Company from
	November, 1992 to April, 2003 and has served as a
	director of the Company since 1987.
Malcolm F. Moore, 53,	Mr. Moore joined the Company as Executive Vice
President and	President and Chief Operating Officer in August, 1999.
Chief Operating Officer	Mr. Moore was elected President and Chief Operating
	Officer in April, 2003
Kenneth P. Hahn, 46,	Mr. Hahn joined the Company as Corporate Controller in
Vice President of Finance and	April, 1988. Mr. Hahn was appointed Vice President of
Chief Financial Officer	Finance in February, 1997 and became Chief Financial
	Officer in January, 1999.
Daniel M. Keyes, 35,	Mr. Keyes joined the Company as Vice President Sales
Vice President Sales and Marketing	and Marketing in December 2000. From 1996 until
	joining the Company, Mr. Keyes held a variety of senior
	marketing management positions, most recently,
	Director, Strategic Accounts, with CNH Global NV (a
	manufacturer of agricultural and construction
	equipment).
Michael J. Mulcahy, 57,	Mr. Mulcahy has served as General Counsel of the
Vice President, Secretary	Company since 1974 and became Secretary in 1977 and a
and General Counsel	Vice President in 1986.
Kenneth H. Feucht, 55	Mr. Feucht has served as Vice President of Human
Vice President of Human Resources	Resources since May, 2002. Mr. Feucht was Director of
	Human Resources from 1999 to 2002 and Manager of Human
	Resources from 1993 to 1999.

        All officers of the Company are elected annually by the Board of Directors following the Annual Meeting of Shareholders. The Company has an employment agreement with William D. Gehl, pursuant to which he is to serve as Chief Executive Officer of the Company through the expiration of the agreement on June 13, 2004.

9

PART II

Item 5.  Market for Registrant’s Common Equity and Related Shareholder Matters

        Pursuant to the terms of the Gehl Company Director Stock Grant Plan, each of the non-employee directors of the Company (i.e., Messrs. N.C. Babson, T. J. Boldt, J. T. Byrnes, F. J. Fotsch, K. Helletzgruber, J. W. Splude and H. Viets) received on December 31, 2003 a grant of shares of Company common stock as part of their annual retainer fee. An aggregate of 2,478 shares of Company common stock were granted under the Director Stock Grant Plan. These shares were issued in transactions exempt from registration under Section 4(2) of the Securities Act of 1933, as amended.

        The Company did not declare or pay any dividends in 2003 or 2002. A summary of the high and low prices of Gehl’s common stock by quarter follows.

	Price Range
	2003	2002
First Quarter	$8.61-12.22	$14.46-16.45
Second Quarter	7.51 - 11.00	13.64 - 15.50
Third Quarter	9.50 - 11.66	9.50 - 14.77
Fourth Quarter	10.72 - 16.34	8.21 - 10.38
Year	$7.51-16.34	$8.21-16.45

10

Item 6.  Selected Financial Data

Five Year Financial Summary
Dollars in Thousands, Except Per Share Data	2003			2002			2001			2000			1999
Summary of Operations
Net sales	$	244,400		$	232,565		$	240,394		$	250,037		$	284,838
Gross profit		51,421			48,845			53,325			59,944			73,987
Strategic review process costs		--			--			513			--			--
Asset impairment and other restructuring costs		4,080			955			4,300			--			--
Income from operations		4,886			5,157			8,943			21,985			35,057
Interest expense		3,648			4,052			4,299			4,741			3,083
Income before income taxes		3,354			1,605			3,546			14,856			31,294
Net income		2,630			1,043			2,305			9,656			20,185
Financial Position at December 31
Current assets	$	141,937		$	154,618		$	163,924		$	142,997		$	125,783
Current liabilities		58,603			51,992			56,466			50,027			56,299
Working capital		83,334			102,626			107,458			92,970			69,484
Accounts receivable - net		92,474			97,627			90,714			69,546			68,551
Finance contracts receivable - net		4,528			7,035			12,658			26,516			19,385
Inventories		31,598			36,771			52,161			45,598			35,206
Property, plant and equipment - net		35,316			46,697			43,431			46,172			37,028
Total assets		203,354			227,673			237,409			222,718			194,160
Long-term debt		26,538			56,135			64,237			60,885			31,097
Total debt		26,724			57,914			64,398			61,072			31,616
Shareholders' equity		98,000			96,138			100,021			103,018			97,424
Common Share Summary
Diluted net income per share	$	.49		$	.19		$	.42		$	1.72		$	3.17
Basic net income per share		.49			.19			.43			1.76			3.29
Dividends per share		--			--			--			--			--
Book value per share		18.37			17.89			18.66			19.33			17.26
Shares outstanding at year-end		5,333,439			5,373,650			5,359,721			5,330,500			5,645,620
Other Financial Statistics
Capital expenditures	$	3,034		$	6,790		$	4,135		$	12,577		$	7,281
Depreciation		4,879			4,630			4,687			4,885			4,329
Current ratio		2.4 to 1			3.0 to 1			2.9 to 1			2.9 to 1			2.2 to 1
Percent total debt to total capitalization		21.4	%		37.6	%		39.2	%		37.2	%		24.5	%
Net income as a percent of net sales		1.1	%		.4	%		1.0	%		3.9	%		7.1	%
After-tax return on average shareholders' equity		2.7	%		1.1	%		2.3	%		9.6	%		21.1	%
Employees at year-end		796			716			987			976			1,118
Common stock price range	7.51 - 16.34			8.21 - 16.45		10.01 - 18.81				8.875 - 20.0			14.0 - 23.5

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

Overview

        The Company’s net income in 2003 was $2.6 million, or $.49 per diluted share, compared with $1.0 million, or $.19 per diluted share, in 2002. The 2003 net income included an after-tax asset impairment charge of $2.4 million, or $.44 per diluted share, and an after-tax charge of $0.3 million, or $.06 per diluted share, relating to the Company’s previously announced plant rationalization initiatives. In addition, 2003 net income included a favorable tax adjustment of $0.4 million, or $.07 per diluted share, relating to the finalization of prior year tax returns during the fourth quarter. The 2002 net income included an after-tax charge of $0.6 million, or $.11 per diluted share, relating to the Company’s plant rationalization initiatives.

        Net sales in 2003 of $244.4 million were 5% above the $232.6 million in 2002. Construction equipment segment net sales in 2003 of $155.5 million were 15% above 2002 levels, while agricultural equipment segment net sales in 2003 of $88.9 million were 9% below 2002 levels. The construction equipment segment comprised 64% of Company net sales in 2003 versus 58% in 2002. The agricultural equipment segment was 36% of Company net sales in 2003 versus 42% in 2002.

        Income from operations in 2003 was $4.9 million, with the construction equipment segment accounting for $7.9 million, while the agricultural equipment segment incurred an operating loss of $3.0 million. 2003 income from operations includes a $3.6 million asset impairment charge and $0.5 million of other charges relating to the Company’s plant rationalization initiatives. Of the $4.1 million in charges, $1.5 million was included in construction equipment segment income from operations and $2.6 million was included in the agricultural equipment segment loss from operations. Interest expense in 2003 decreased $0.4 million, to $3.6 million. Other income, net, consisting primarily of foreign currency transaction gains (losses) and the costs of selling finance contracts receivable, was $0.3 million in 2003, a $1.8 million improvement from 2002 other expense, net of $1.5 million.

        The Company’s total debt was reduced to $26.7 million at December 31, 2003 from $57.9 million at December 31, 2002. The reduction was primarily due to cash provided by operating activities of $31.1 million during 2003. The Company’s ratio of debt to total capital was 21.4% at December 31, 2003, as compared with 37.6% at December 31, 2002.

Asset Impairment and Other Restructuring Costs

        On September 26, 2001, the Company adopted several major plant rationalization initiatives to improve the Company’s profitability by consolidating certain operations. These initiatives were completed during 2002 as the Company closed its manufacturing facility in Owatonna, Minnesota (“Owatonna”) and transferred production of Mustang skid loaders to the Company’s skid steer loader facility in Madison, South Dakota. In addition, the Company’s manufacturing facility in Lebanon, Pennsylvania (“Lebanon”) was closed and the production of certain products formerly manufactured at that facility was outsourced.

        During September and October of 2003, the Company entered into agreements to sell both the Lebanon and Owatonna facilities and certain related assets and anticipated completion of the sales of the facilities by December 31, 2003. The Company recorded a $3.6 million asset impairment charge in the quarter ended September 27, 2003 to adjust the carrying value of these facilities and assets to their net realizable value based on the pending sales. Of the $3.6 million charge, $1.2 million and $2.4 million related to the construction equipment and agricultural equipment segments, respectively. The Company sold the Lebanon facility in December 2003 and defeased the industrial development bonds associated with this facility. The sale of the Owatonna facility, which was scheduled to close in December 2003, did not occur as the Company expected. There were no further adjustments to the Company’s balance sheet or results of operations as a result of not completing the sale. The Company continues to actively pursue the sale of the Owatonna facility. The net realizable value of the Owatonna facility and related assets has been classified as a current asset at December 31, 2003 as the Company anticipates selling the facility during 2004.

        During the years ended December 31, 2003 and 2002, the Company expensed $0.5 million and $1.0 million, respectively, of other charges related to the plant rationalization initiatives.

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        Through December 31, 2003, the Company incurred total asset impairment, restructuring and other related charges of $9.3 million related to the plant rationalization initiatives.

Accounting for Goodwill

        Effective January 1, 2002, the Company adopted the provisions of Statement of Financial Accounting Standards No. 142 (“SFAS No. 142”), “Goodwill and Other Intangible Assets,” which states that goodwill and intangible assets deemed to have indefinite lives are no longer subject to amortization; however, must be tested for impairment at least annually. Upon adoption, the Company discontinued the amortization of goodwill. The 2001 results included approximately $476,000 of goodwill amortization expense.

Consolidation of Gehl Europe

        Effective January 1, 2002, the Company began accounting for its investment in a German distribution operation (“Gehl Europe”) as a consolidated subsidiary, as a result of the Company’s controlling influence on the operations of Gehl Europe as of such date. Prior to January 1, 2002, the Company accounted for its investment in Gehl Europe under the equity method.

Results of Operations

2003 vs. 2002

Net Sales

($ millions)	2003			2002			2001			2000			1999
Construction Equipment	$	155.5		$	135.1		$	122.3		$	148.6		$	172.2
Agricultural Equipment		88.9			97.5			118.1			101.4			112.6
Total	$	244.4		$	232.6		$	240.4		$	250.0		$	284.8
(% of total)
Construction Equipment		63.6	%		58.1	%		50.9	%		59.4	%		60.5	%
Agricultural Equipment		36.4	%		41.9	%		49.1	%		40.6	%		39.5	%

        Net sales for 2003 were $244.4 million compared to $232.6 million in 2002, an increase of 5%. Gehl construction equipment segment net sales were $155.5 million in 2003, a 15% increase from 2002 net sales of $135.1 million. The increase in construction equipment segment net sales was primarily due to strong demand throughout the year for compact track loaders, a new product line introduced in the second quarter of 2002, as well increased demand for telescopic handlers and compact excavators in the second half of the year. In addition, the Company’s attachment business and European subsidiary, Gehl Europe, had increased shipments that benefited the overall construction equipment segment net sales.

        Gehl agricultural equipment segment net sales were $88.9 million in 2003, down 9% from $97.5 million in 2002. Shipments of agricultural implements and skid loaders during the first nine months of 2003 were adversely impacted by low milk prices. Increases in milk prices during the 2003 third quarter resulted in increased agricultural implement shipments in the fourth quarter, partially offsetting the reduced sales in the first nine months of 2003. In addition, increased sales by the Company’s attachment business, as well as higher full year shipments of compact track loaders, introduced in the second quarter of 2002, partially offset reduced agricultural implement and skid loader shipments.

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        Of the Company’s total net sales reported for 2003, $50.5 million were made outside of the United States compared with $43.9 million in 2002. The increase in exports was due primarily to the increased sales in Canada and Europe.

Gross Profit

        Gross profit in 2003 was $51.4 million compared to $48.8 million in 2002. Gross profit as a percentage of net sales (“gross margin”) was 21.0% in both 2003 and 2002.

        Gross margin for the construction equipment segment was 23.3% in 2003 compared with 21.3% in 2002. The increase in the gross margin for the construction equipment segment was primarily the result of improved manufacturing efficiencies, increased levels of production, favorable effects of the 2002 Owatonna, Minnesota plant closure and various impacts associated with the mix of products shipped. Gross margin for the agricultural equipment segment was 17.1% in 2003 compared with 20.5% in 2002. The decrease in agricultural equipment gross margin was due to significant competitive pressure resulting in higher sales discounts and sales incentives, reduced production levels, as well as a less favorable mix of product shipments.

Selling, General and Administrative Expenses

        Selling, general and administrative expenses were $42.5 million, or 17.4% of net sales, in 2003 compared to $42.7 million, or 18.4% of net sales, in 2002. The decrease in selling, general and administrative expenses as a percentage of net sales was due to a 5% increase in net sales from 2002 combined with consistent levels of expenses between 2003 and 2002.

Income (Loss) from Operations

($ millions)	2003			2002		2001		2000		1999
Construction Equipment	$	7.9		$	4.3	$	2.2	$	14.0	$	23.7
Agricultural Equipment		(3.0	)		0.9		6.7		8.0		11.4
Total	$	4.9		$	5.2	$	8.9	$	22.0	$	35.1

        The decrease in income from operations in 2003 was primarily due to $4.1 million of charges relating to the Company’s previously announced plant rationalization initiatives, which increased $3.0 million from the $1.1 million of charges in 2002. Partially offsetting the effect of these charges was income generated from increased net sales during 2003.

        Construction equipment segment income from operations increased in 2003 to $7.9 million from $4.3 million in 2002 primarily due to the 15% increase in net sales from 2002 and the increase in gross margin to 23.3% from 21.3% in 2002. The favorable impact of the increase in net sales and gross margin improvement were partially offset by $1.5 million in charges related to the Company’s plant rationalization initiatives, which increased $1.0 million from $0.5 million in 2002. The agricultural equipment segment incurred a loss from operations of $3.0 million in 2003 compared to income from operations of $0.9 million in 2002. Reduced agricultural segment net sales, a reduction in gross margin and $2.6 million in charges related to the Company’s plant rationalization initiatives, which increased $2.1 million from $0.5 million in 2002, contributed to the 2003 loss from operations.

Interest Expense

        Interest expense decreased $0.4 million, to $3.6 million in 2003 compared to $4.1 million in 2002. The decrease in interest expense was due to decreased debt levels during 2003, as debt was $26.7 million at December 31, 2003 compared to $57.9 million at December 31, 2002. The majority of the debt reduction occurred during the fourth quarter of 2003 as the Company provided $31.1 million of cash flow from operations in the quarter.

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Other income (expense), net

        The Company benefited from other income, net of $0.3 million in 2003 compared to other expense, net of $1.5 million in 2002. This difference resulted from reduced costs of selling retail finance contracts due to lower discount rates negotiated with third party purchasers of such contracts, in part, due to the overall lower interest rate environment and more favorable foreign exchange transaction gains in 2003 versus 2002.

Provision for Income Taxes

        The Company’s effective income tax rate was 21.6% in 2003 and 35.0% in 2002. The decrease in the effective tax rate is primarily due to the favorable impact of a $0.4 million tax adjustment relating to the finalization of prior year tax returns during the fourth quarter of 2003.

Net Income

        Net income increased to $2.6 million in 2003 from $1.0 million of net income in 2002. Diluted earnings per share were $.49 in 2003 compared to $.19 in 2002. Net income in 2003 includes an after-tax impairment charge of $2.4 million, or $.44 per diluted share, and an after-tax charge of $0.3 million, or $.06 per diluted share, relating to the Company’s plant rationalization initiatives. In addition, 2003 net income was favorably impacted by a $0.4 million, or $.07 per diluted share, tax adjustment related to finalization of prior year tax returns during the fourth quarter. Net income in 2002 includes an after-tax charge of $0.6 million, or $.11 per diluted share, relating to the Company’s plant rationalization initiatives. No dividends were declared in either 2003 or 2002 on the Company’s common stock.

2002 vs. 2001

Net Sales

        Net sales for 2002 were $232.6 million compared to $240.4 million in 2001, a decrease of 3%. Excluding $10 million of net sales resulting from the initial consolidation of Gehl Europe, net sales decreased 7% from 2001 levels.

        Construction equipment segment net sales were $135.1 million in 2002 compared to $122.3 million in 2001, an increase of 10%. Excluding $10 million of net sales resulting from the initial consolidation of Gehl Europe, net sales increased 2% from 2001 levels. Sales of the compact track loaders were strong since their introduction in the second quarter of 2002. In addition, construction equipment segment net sales in 2002 benefited from the introduction of all-wheel-steer loaders in the 2002 third quarter, contributions from telescopic handlers and compact excavator models sold through the Mustang distribution channel and net sales from the Company’s new attachment business. These increases in construction equipment segment net sales more than offset the reduction in telescopic handler shipments resulting from the continuing downward trend in that market.

        Agricultural equipment segment net sales were $97.5 million in 2002, compared to $118.1 million in 2001, a decrease of 17%. Agricultural implement net sales were adversely impacted by the significant decline in milk prices as well as drought conditions in certain regions of the United States. Sales of the compact track loaders introduced in the 2002 second quarter, the introduction of all-wheel-steer loaders in the 2002 third quarter, increased shipments of compact excavators to select rural equipment dealers, and increased sales from the Company’s new attachment business partially offset reduced implement and skid loader net sales in the agricultural segment.

        Of the Company’s total net sales reported for 2002, $43.9 million were made outside of the United States compared with $33.9 million in 2001. The increase in exports was due primarily to the initial consolidation of Gehl Europe.

Gross Profit

        Gross profit in 2002 was $48.8 million compared to $53.3 million in 2001. Gross profit as a percent of net sales decreased in 2002 to 21.0% from 22.2% in 2001.

15

        Construction equipment gross profit as a percent of net sales for 2002 increased to 21.3% from 20.6% in 2001. The increase in the construction equipment gross margin was primarily due to lower levels of discounts and sales incentives associated with the mix of products shipped as well as improved manufacturing efficiencies. Gross profit as a percent of net sales for agriculture equipment decreased to 20.5% for 2002 from 23.8% for 2001. The decrease in the agricultural equipment segment gross margin was due to significant competitive pressure resulting in higher sales discounts and sales incentives, reduced production volume and a less favorable mix of product shipments.

Operating Expenses

        Selling, general and administrative expenses were $42.7 million, or 18.4% of net sales, in 2002, an increase from $39.6 million, or 16.5% of net sales, in 2001. The increase was primarily due to the consolidation of Gehl Europe effective January 1, 2002 and expenses associated with the Company’s attachment business that was launched in July 2001. These costs, combined with a lower level of net sales during 2002, contributed to the Company’s increased selling, general and administrative expenses as a percentage of net sales. Assuming the Company had adopted SFAS No. 142 on January 1, 2001, selling, general and administrative expenses for 2001 would have been $39.1 million.

Income from Operations

        Due to lower net sales volume, decreased gross margin, and increased selling, general and administrative expenses, income from operations in 2002 declined from 2001 levels. Construction equipment segment income from operations increased in 2002 to $4.3 million from $2.2 million in 2001. The increase was primarily due to a reduction in charges related to the Company’s plant rationalization initiatives from $3.0 million in 2001 to $0.5 million in 2002. Agriculture equipment segment income from operations decreased in 2002 to $0.9 million from $6.7 million in 2001 due primarily to the impact of reduced agriculture sales volume and a reduction in gross margin resulting from competitive market conditions and decreased production levels.

Interest Expense

        Interest expense decreased $0.2 million, to $4.1 million in 2002 compared to $4.3 million in 2001. Average debt outstanding was $71.5 million during 2002 versus $61.0 million in 2001. The increase in average debt was due to increased working capital requirements and the initial consolidation of Gehl Europe during 2002. The average interest rate paid by the Company declined to approximately 5.6% during 2002 versus 6.5% in 2001.

Other (expense) income, net

        Other expense, net decreased $1.6 million to $1.5 million in 2002 from $3.1 million in 2001. This decrease was primarily the result of a $1.5 million decline in the costs of selling finance contracts due to lower discount rates required by third party purchasers of such contracts, in light of the general downward trend of overall interest rates, as well as a reduction in the amount of contracts sold compared to 2001.

Provision for Income Taxes

        The Company’s effective income tax rate of 35.0% for 2002 was unchanged from 2001.

Net Income

        Net income in 2002 was $1.0 million compared to $2.3 million of net income in 2001. Diluted earnings per share were $.19 in 2002 compared to $.42 in 2001. Assuming the Company had adopted SFAS No. 142 on January 1, 2001, net income for 2001 would have been $2.8 million. Net income in 2002 included $0.6 million, or $.11 per diluted share, of charges related to the Company’s plant rationalization initiatives. Net income in 2001 included $3.1 million, or $.57 per diluted share, of charges related to the Company’s plant rationalization project and the strategic review process completed during 2001. No dividends were declared in either 2002 or 2001 on the Company’s common stock.

16

Liquidity and Capital Resources

Working Capital

        The Company’s working capital decreased to $83.3 million at December 31, 2003 from $102.6 million twelve months earlier. The decrease was primarily the result of decreases in inventories (see below) and accounts receivable (see below) and increases in accounts payable and other current liabilities. The increase in accounts payable was primarily due to the timing of scheduled payments resulting from a change in the mix of vendors from the year-ago period. The increase in other current liabilities is primarily due to a $5.3 million increase in pension payments expected to be paid within 12 months of the respective balance sheet dates.

Accounts Receivable

        The Company’s net accounts receivable decreased $5.2 million during 2003. Agricultural equipment segment accounts receivable at year-end 2003 decreased $9.5 million from a year earlier, while construction equipment segment accounts receivables increased $4.3 million over the same period. The decrease in agricultural equipment segment receivables is primarily due to the strengthening of milk prices during the fourth quarter of 2003, which resulted in equipment settlements exceeding shipments to dealers. The increased construction equipment accounts receivable balance is primarily due to increased net sales in the second-half of 2003.

Finance Contracts Receivable

        Finance contracts receivable, net of reserves, decreased $2.5 million to $4.5 million at December 31, 2003. The combined portfolio of owned and sold-but-serviced finance contracts receivable was $185.1 million at December 31, 2003 as compared to $161.7 million at year-end 2002. See “Off Balance Sheet Arrangements — Sales of Finance Contracts Receivable” following.

Inventories

        Inventories at December 31, 2003 were $5.2 million lower than at December 31, 2002. Continued focus on improving inventory flow management, benefits from the completion of the Company’s plant rationalization initiatives and production and purchasing adjustments made in an attempt to maintain inventory levels to meet current market demand all contributed to the reduction in inventory levels during 2003.

Capital Expenditures

($ thousands)	2003		2002		2001		2000		1999
Capital Expenditures	$	3,034	$	6,790	$	4,135	$	12,577	$	7,281
Depreciation	$	4,879	$	4,630	$	4,687	$	4,885	$	4,329

        The Company expended $3.0 million for property, plant and equipment in 2003, the majority of which was incurred to maintain and upgrade machinery and equipment. The Company plans to make up to $5.0 million in capital expenditures in 2004, primarily to upgrade and maintain machinery and equipment and enhance information technology capabilities. The Company had no significant outstanding commitments for capital items at December 31, 2003. The Company believes its present manufacturing facilities will be sufficient to provide adequate capacity for its operations through 2004.

17

Debt and Equity

December 31,	2003			2002			2001			2000			1999
($ millions)
Total Debt	$	26.7		$	57.9		$	64.4		$	61.1		$	31.6
Shareholders' Equity	$	98.0		$	96.1		$	100.0		$	103.0		$	97.4
% Total Debt to
Total Capitalization		21.4	%		37.6	%		39.2	%		37.2	%		24.5	%

        At December 31, 2003, shareholders’ equity had increased $1.9 million to $98.0 million from $96.1 million a year earlier. This increase primarily reflected the impact of the year’s net income of $2.6 million and favorable currency translation adjustments of $1.0 million, offset by a $1.6 million reduction in other comprehensive income which related to a minimum pension liability adjustment, net of tax.

        In September 2001, the Company’s Board of Directors authorized a stock repurchase plan providing for the repurchase of up to 500,000 shares of the Company’s outstanding common stock. The Company repurchased 73,700, 63,200 and 15,000 shares in the open market under this authorization at a cost of $729,000, $692,000 and $245,000 during 2003, 2002 and 2001, respectively. All treasury stock acquired by the Company has been cancelled and returned to the status of authorized but unissued shares.

Borrowing Arrangements

        The Company maintains a $75 million line of credit facility (the “Facility”) which expires December 31, 2004, and is subject to a borrowing base related to the Company’s accounts receivable, finance contracts receivable and inventories. Borrowings under this Facility are classified as long-term at December 31, 2003 based on the Company’s agreement to amend the existing Facility. Under the terms of this agreement, the expiration date of the Facility was extended to December 31, 2007 and the line of credit will be increased to $90 million each year for the period March 1 to July 15. All other terms and provisions are similar to the current facility. The interest rate paid on borrowings denominated in U.S. dollars is 2.5% to 2.65% above the London Interbank Offered Rate for one-month deposits (“LIBOR”). Under the Facility, the Company may borrow Canadian denominated dollars, up to U.S. $5.5 million, at an interest rate equal to 2.5% above the Canadian one-month bankers’ acceptance rates. At December 31, 2003, the Company had unused borrowing capacity of $46.8 million under the Facility, versus $24.5 million a year earlier. The Company believes it has adequate capital resources and borrowing capacity to meet its projected capital requirements for the foreseeable future. Requirements for working capital, capital expenditures, pension fund contributions and debt maturities in fiscal 2004 will continue to be funded by operations and the Company’s Facility.

        At December 31, 2003, the 9% industrial development bonds, net of the debt reserve fund, were defeased in conjunction with the December 2003 sale of the Lebanon facility.

Contractual Obligations

        A summary of the Company’s significant contractual obligations as of December 31, 2003 are as follows (in thousands):

	Total		2004		2005 - 2006		2007 - 2008		After 2008
Contractual Obligations:
Debt Obligations	$	26,724	$	186	$	139	$	26,399	$	--
Operating Leases		1,462		750		709		3		--
Total Contractual Obligations	$	28,186	$	936	$	848	$	26,402	$	--

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Off-Balance Sheet Arrangements — Sales of Finance Contracts Receivable

        The sale of finance contracts is an important component of the Company’s overall liquidity. The Company has arrangements with several financial institutions and financial service companies to sell with recourse its finance contracts receivable. The Company continues to service substantially all contracts whether or not sold. At December 31, 2003, the Company serviced $185.1 million of such contracts, of which $177.8 million were owned by third parties. Losses on finance contracts due to customer nonperformance were $551,000 in 2003 as compared to $548,000 in 2002. As a percentage of outstanding serviced contracts, the loss ratios were .3% in 2003 and 2002.

        The Company recorded a gain of $0.1 million in selling $121.7 million of its finance contracts in 2003, as compared to a loss of $1.8 million in selling $103.9 million of such contracts in 2002. The gain or loss arises primarily from the difference between the weighted average interest rate on the contracts being sold and the interest rate negotiated with the purchaser of the contracts. The Company believes that it will be able to arrange sufficient capacity to sell its finance contracts for the foreseeable future.

Accounting Pronouncements

        In January 2003, the FASB issued FASB Interpretation No. 46, “Consolidation of Variable Interest Entities, an interpretation of ARB No. 51” (“FIN 46”). FIN 46 clarifies the application of Accounting Research Bulletin No. 51, “Consolidated Financial Statements” to certain entities in which, among others, equity investors do not have the characteristics of a controlling financial interest or do not have sufficient equity at risk for the entity to finance its activities without additional subordinated financial support from other parties. The consolidation provisions of FIN 46, as revised, are effective immediately for interests created after January 31, 2003 and are effective on March 31, 2004 for interests created before February 1, 2003. As of December 31, 2003, the Company does not own an interest in any variable interest entities.

Critical Accounting Policies and Estimates

        The preparation of the Company’s consolidated financial statements requires the Company to make estimates and judgments that affect the reported amounts of assets, liabilities, net sales and expenses. The Company bases its estimates on historical experience and on various other assumptions that are believed to be reasonable under the circumstances, the results of which form the basis for making judgments about the carrying values of assets and liabilities that are not readily apparent from other sources. Actual results may differ from these estimates under different assumptions or conditions and materially impact the carrying value of the assets and liabilities. The Company believes the following accounting policies are critical to the Company’s business operations and the understanding of the Company’s results of operations and financial condition.

Allowance for Doubtful Accounts

        The Company’s accounts receivable are reduced by an allowance for amounts that may be uncollectible in the future. In circumstances where the Company is aware of a specific customer’s inability to meet its financial obligations, a specific reserve for bad debts is recorded against the accounts receivable balance to reduce the amount due to the net amount reasonably expected to be collected. Additionally, a general percentage of past due receivables is reserved, based on the Company’s past experience of collectibility. If circumstances change (i.e., higher than expected defaults or an unexpected material adverse change in a major customer’s ability to meet its financial obligations), estimates of the recoverability of amounts due could be reduced by a material amount.

Inventories

        Inventories are valued at the lower of cost or market value. Cost is determined using the last-in, first-out (LIFO) method for the majority of the Company’s inventories. In valuing inventory, management is required to make assumptions regarding the level of reserves required to value potentially obsolete or slow moving items to the lower of cost or market value. Inventory reserves are established taking into account inventory age and frequency of use or sale. While calculations are made involving these factors, significant management judgment regarding expectations for future events is involved. Future events that could significantly influence management’s judgment and related estimates include general economic conditions in markets where the Company’s products are sold, as well as new products and design changes introduced by the Company.

19

Accrued Warranty

        The Company establishes reserves related to the warranties provided on its products. Specific reserves are maintained for programs related to known machine safety and reliability issues. When establishing specific reserves, estimates are made regarding the size of the population, the type of program, costs to be incurred and estimated participation. Additionally, general reserves are maintained based on the historical percentage relationships of warranty costs to machine sales and applied to current equipment sales. If these estimates and related assumptions change, reserve levels may require adjustment.

Accrued Product Liability

        The Company records a general reserve for potential product liability claims based on the Company’s prior claim experience and specific reserves for known product liability claims. Specific reserves for known claims are valued based upon the Company’s prior claims experience, including consideration of the jurisdiction, circumstances of the accident, type of loss or injury, identity of plaintiff, other potential responsible parties, analysis of outside counsel, and analysis of internal product liability counsel. Actual product liability costs could be different due to a number of variables, including decisions of juries or judges.

Goodwill Impairment

        In connection with SFAS No. 142, “Goodwill and Other Intangible Assets,” the Company is required to perform goodwill impairment reviews, at least annually, using a fair-value-based approach. The Company performs its annual impairment review as of December 31. As part of the annual impairment review, an estimate of the fair value of the Company’s construction equipment segment (the entire carrying amount of goodwill is allocated to the construction segment), primarily by using a discounted cash flow analysis, is performed. Significant assumptions used in this analysis include: expected future revenue growth rates, operating profit margins, working capital levels and a weighted average cost of capital. Changes in assumptions could significantly impact the estimate of the fair value of the construction equipment segment, which could result in a goodwill impairment charge and could have a significant impact on the results of the construction equipment segment and the consolidated financial statements.

Pension and Postretirement Benefits

        Pension and postretirement benefit costs and obligations are dependent on assumptions used in calculation of these amounts. These assumptions, used by actuaries, include discount rates, expected return on plan assets for funded plans, rate of salary increases, health care cost trend rates, mortality rates and other factors. In accordance with accounting principles generally accepted in the United States, actual results that differ from the actuarial assumptions are accumulated and amortized to future periods and therefore affect recognized expense and recorded obligations in future periods. While the Company believes that the assumptions used are appropriate, differences in actual experience or changes in assumptions may materially effect its financial position or results of operations.

20

Item 7A.  Quantitative and Qualitative Disclosures About Market Risk

Market Risk

        The Company is exposed to market risk from changes in interest rates as well as fluctuations in currency. See further disclosure relating to variable rate debt under “Management’s Discussion and Analysis and Results of Operations — Liquidity and Capital Resources – Borrowing Arrangements” included in Item 7 of this Form 10-K.

Interest Rate Risk

        The Company’s Facility is primarily LIBOR-based and is subject to interest rate movements. A 10% increase or decrease in the average cost of the Company’s variable rate debt would result in a change in pre-tax interest expense of approximately $125,000 based upon borrowings outstanding at December 31, 2003.

Commodity Risk

        The Company is exposed to fluctuations in market prices for commodities, especially steel. Due to increasing global demand for steel, coupled with steel supply constraints, the cost of steel has increased during the early part of 2004. At this time, the Company is unable to predict the potential impact of rising steel costs on the cost of the Company’s products. In addition, at this time, the Company is unable to predict its ability, if any, to increase the selling price of its products to cover such costs. The Company has established arrangements to manage the negotiations of commodity prices and, where possible, to limit near-term exposure to fluctuations in raw material prices.

Currency Risk

        The Company has limited exposure to foreign currency exchange fluctuations. Certain sales are made in Canadian dollars; however, to minimize this exposure, the Company borrows in Canadian dollars under the Facility. The Company purchases certain inventory components and finished goods from suppliers in Europe and Japan. To the extent the U.S. dollar strengthens or weakens against the Euro and the Yen, the Company’s purchase price could be affected.

21

Item 8.  Financial Statements and Supplementary Data

INDEX TO FINANCIAL STATEMENTS AND FINANCIAL STATEMENT SCHEDULES

	Page
Financial Statements:
Report of Management	23
Report of Independent Auditors	24
Consolidated Balance Sheets at December 31, 2003 and 2002	25
Consolidated Statements of Income for the
three years ended December 31, 2003	26
Consolidated Statements of Shareholders' Equity for the
three years ended December 31, 2003	27
Consolidated Statements of Cash Flows for the
three years ended December 31, 2003	28
Notes to Consolidated Financial Statements	29
	Page
Financial Statement Schedule:
Schedule II - Valuation and Qualifying Accounts for the three years ended
December 31, 2003	48

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

22

Report of Management

        The management of Gehl Company is responsible for the preparation and integrity of all financial statements and other information contained in this annual report. The financial statements have been prepared by the Company in conformity with accounting principles generally accepted in the United States of America appropriate in the circumstances. Such statements necessarily include amounts based on the best estimates and judgments of management after giving due consideration to materiality.

        The Company maintains an internal control system designed to provide reasonable assurance that transactions are properly recorded and executed in accordance with management’s authorization and that assets are safeguarded from loss or unauthorized use. The internal control system is augmented by careful selection and training of qualified employees, proper division of responsibilities, and the development and dissemination of written policies and procedures.

        The Board of Directors elects, from among its members, an Audit Committee, consisting entirely of outside directors, which is responsible for reviewing and evaluating the overall performance of the Company’s financial reporting and accounting practices and for involvement in the appointment of the independent auditors. The Audit Committee meets periodically with management and the independent auditors to discuss any and all matters within the Committee’s responsibilities. The independent auditors have free access to the Audit Committee, without the presence of management if so requested.

        The Company’s financial statements have been audited by PricewaterhouseCoopers LLP, independent auditors, whose report appears on page 24. In addition, PricewaterhouseCoopers LLP annually provides to management and the Audit Committee recommendations to improve internal controls or enhance administrative procedures.

/s/ William D. Gehl
William D. Gehl
Chairman of the Board of Directors
and Chief Executive Officer

/s/ Kenneth P. Hahn
Kenneth P. Hahn
Vice President of Finance and Chief Financial Officer

23

Report of Independent Auditors

To the Board of Directors and Shareholders of Gehl Company

        In our opinion, the consolidated financial statements listed in the accompanying index present fairly, in all material respects, the financial position of Gehl Company and its subsidiaries at December 31, 2003 and December 31, 2002, and the results of their operations and their cash flows for each of the three years in the period ended December 31, 2003, in conformity with accounting principles generally accepted in the United States of America. In addition, in our opinion, the financial statement schedule listed in the accompanying index presents fairly, in all material respects, the information set forth therein when read in conjunction with the related consolidated financial statements. These financial statements and financial statement schedule are the responsibility of the Company’s management; our responsibility is to express an opinion on these financial statements and financial statement schedule based on our audits. We conducted our audits of these statements in accordance with auditing standards generally accepted in the United States of America, which 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, assessing the accounting principles used and significant estimates made by management, and evaluating the overall financial statement presentation. We believe that our audits provide a reasonable basis for our opinion.

        As discussed in Note 5 to the consolidated financial statements, the Company adopted Statement of Financial Accounting Standards No. 142, “Goodwill and Other Intangible Assets,” effective January 1, 2002.

/s/ PricewaterhouseCoopers LLP
Milwaukee, Wisconsin
February 20, 2004

24

Gehl Company and Subsidiaries
Consolidated Balance Sheets

In Thousands, Except Share Data - December 31,	2003			2002
Assets
Cash	$	3,688		$	2,243
Accounts receivable-net		92,474			97,627
Finance contracts receivable-net		2,546			4,701
Inventories		31,598			36,771
Deferred income tax assets		7,128			8,469
Prepaid expenses and other current assets		4,503			4,807
Total current assets		141,937			154,618
Property, plant and equipment-net		35,316			46,697
Finance contracts receivable-net, non-current		1,982			2,334
Goodwill		11,748			11,696
Other assets		12,371			12,328
Total assets	$	203,354		$	227,673
Liabilities and Shareholders' Equity
Current portion of debt obligations	$	186		$	1,779
Accounts payable		31,556			27,540
Accrued and other current liabilities		26,861			22,673
Total current liabilities		58,603			51,992
Line of credit facility		26,340			47,377
Long-term debt obligations		198			8,758
Deferred income tax liabilities		1,742			1,644
Other long-term liabilities		18,471			21,764
Total long-term liabilities		46,751			79,543
Common stock, $.10 par value, 25,000,000 shares authorized, 5,333,439
and 5,373,650 shares outstanding at December 31, 2003 and 2002,
respectively		533			537
Preferred stock, $.10 par value, 2,000,000 shares authorized, 250,000
shares designated as Series A preferred stock, no shares issued		--			--
Capital in excess of par		6,665			7,030
Retained earnings		102,102			99,472
Accumulated other comprehensive loss		(11,300	)		(10,901	)
Total shareholders' equity		98,000			96,138
Total liabilities and shareholders' equity	$	203,354		$	227,673
Contingencies (Notes 2 and 15)

The accompanying notes are an integral part of the financial statements.

25

Gehl Company and Subsidiaries
Consolidated Statements of Income

In Thousands, Except Per Share Data - Year Ended December 31,	2003			2002			2001
Net sales	$	244,400		$	232,565		$	240,394
Cost of goods sold		192,979			183,720			187,069
Gross profit		51,421			48,845			53,325
Selling, general and administrative expenses		42,455			42,733			39,569
Strategic review process costs		--			--			513
Asset impairment and other restructuring costs		4,080			955			4,300
Total operating expenses		46,535			43,688			44,382
Income from operations		4,886			5,157			8,943
Interest expense		(3,648	)		(4,052	)		(4,299	)
Interest income		1,785			1,986			2,024
Other income (expense), net		331			(1,486	)		(3,122	)
Income before income taxes		3,354			1,605			3,546
Provision for income taxes		724			562			1,241
Net income	$	2,630		$	1,043		$	2,305
Diluted net income per common share	$	.49		$	.19		$	.42
Basic net income per common share	$	.49		$	.19		$	.43

The accompanying notes are an integral part of the financial statements.

26

Gehl Company and Subsidiaries
Consolidated Statements of Shareholders’ Equity

In Thousands	Total			Comprehensive Income (Loss)			Retained Earnings		Accumulated Other Comprehensive Loss			Common Stock			Capital In Excess of Par
Balance at December 31, 2000	$	103,018					$	96,124	$	(134	)	$	533		$	6,495
Comprehensive income:
Net income		2,305		$	2,305			2,305
Minimum pension liability adjustments,
net of $3,087 of taxes		(5,732	)		(5,732	)				(5,732	)
Unrealized gains (losses), net of $31 of taxes		(58	)		(58	)				(58	)
Comprehensive loss					(3,485	)
Exercise of stock options		357											4			353
Treasury stock purchases/cancellations		(245	)										(1	)		(244	)
Other		376														376
Balance at December 31, 2001		100,021						98,429		(5,924	)		536			6,980
Comprehensive income:
Net income		1,043			1,043			1,043
Minimum pension liability adjustments,
net of $2,839 of taxes		(5,272	)		(5,272	)				(5,272	)
Currency translation adjustment		551			551					551
Unrealized gains (losses), net of $138 of taxes		(256	)		(256	)				(256	)
Comprehensive loss					(3,934	)
Exercise of stock options		623											7			616
Treasury stock purchases/cancellations		(692	)										(6	)		(686	)
Other		120														120
Balance at December 31, 2002		96,138						99,472		(10,901	)		537			7,030
Comprehensive income:
Net income		2,630			2,630			2,630
Minimum pension liability adjustments,
net of $855 of taxes		(1,589	)		(1,589	)				(1,589	)
Currency translation adjustment		995			995					995
Unrealized gains (losses), net of $104 of taxes		195			195					195
Comprehensive income				$	2,231
Exercise of stock options		316											3			313
Treasury stock purchases/cancellations		(729	)										(7	)		(722	)
Other		44														44
Balance at December 31, 2003	$	98,000					$	102,102	$	(11,300	)	$	533		$	6,665

The accompanying notes are an integral part of the financial statements.

27

Gehl Company and Subsidiaries
Consolidated Statements of Cash Flows

In Thousands - Year Ended December 31,	2003			2002			2001
Cash Flows from Operating Activities
Net income	$	2,630		$	1,043		$	2,305
Adjustments to reconcile net income to net cash provided by
(used for) operating activities:
Depreciation		4,879			4,630			4,687
Amortization		44			183			729
Asset impairment (non-cash)		3,599			--			1,754
Cost of sales of finance contracts		(104	)		1,763			3,222
Deferred income taxes		1,657			2,750			(1,611	)
Proceeds from sales of finance contracts		121,783			102,120			109,740
Increase (decrease) in cash, excluding the effects of
business acquisition, due to changes in:
Accounts receivable-net		5,782			(5,662	)		(21,437	)
Finance contracts receivable-net		(119,172	)		(98,260	)		(99,104	)
Inventories		5,504			21,802			(7,103	)
Prepaid expenses and other current assets		1,495			(434	)		(483	)
Other assets		(1,053	)		(1,741	)		354
Accounts payable		3,380			(6,164	)		3,999
Other liabilities		705			(5,262	)		2,842
Net cash provided by (used for) operating activities		31,129			16,768			(106	)
Cash Flows from Investing Activities
Property, plant and equipment additions		(3,034	)		(6,790	)		(4,135	)
Proceeds from sale of property, plant and equipment		4,403			195			--
Acquisition of business, net of cash required		--			(505	)		--
(Decrease) increase in other assets		(47	)		1,107			553
Net cash provided by (used for) investing activities		1,322			(5,993	)		(3,582	)
Cash Flows from Financing Activities
(Repayments of) proceeds from revolving credit loans		(21,037	)		(7,811	)		3,580
Repayment of industrial development bonds, net of debt
reserve fund		(7,751	)		--			--
Repayments of other borrowings-net		(1,805	)		(2,900	)		(346	)
Proceeds from issuance of common stock		316			623			357
Treasury stock purchases		(729	)		(692	)		(245	)
Net cash (used for) provided by financing activities		(31,006	)		(10,780	)		3,346
Net increase (decrease) in cash		1,445			(5	)		(342	)
Cash, beginning of year		2,243			2,248			2,590
Cash, end of year	$	3,688		$	2,243		$	2,248

The accompanying notes are an integral part of the financial statements.

28

Gehl Company and Subsidiaries
Notes To Consolidated Financial Statements

Note 1 — Significant Accounting Policies

        Consolidation: Gehl Company is engaged in the manufacture and distribution of equipment and machinery for the construction market, and in the manufacture and distribution of equipment and machinery primarily for the dairy, livestock and poultry agricultural sector. The consolidated financial statements include the accounts of the Company and its wholly-owned subsidiaries. All intercompany transactions and balances are eliminated.

        Use of Estimates: The preparation of financial statements in conformity with accounting principles generally accepted in the United States of America requires management to make estimates and assumptions, in certain circumstances, that affect the reported amounts of assets and liabilities at the date of the financial statements, and the reported amounts of revenues and expenses during the reporting period. Ultimate realization of assets and settlement of liabilities in the future could differ from those estimates.

        Revenue Recognition: The Company recognizes revenue when all of the following criteria are met: persuasive evidence of an arrangement exists; delivery has occurred and ownership has transferred to the dealer or distributor; the price to the dealer or distributor is fixed and determinable; and collectability is reasonably assured. The Company meets these criteria for revenue recognition upon shipment of products to dealers and distributors.

        Sales Incentives: Effective January 1, 2002, the Company adopted the provisions of Emerging Issues Task Force (“EITF”) 00-25, “Vendor Income Statement Characterization of Consideration Paid to a Retailer of the Vendor’s Products.” As a result of adopting EITF 00-25, the Company now classifies the costs associated with sales incentives provided to dealers as a reduction of net sales. Prior to January 1, 2002, these costs were included in selling, general and administrative expenses. Net sales and selling, general and administrative expenses for the year ended December 31, 2001 have been reclassified to conform to the 2003 and 2002 presentation. This reclassification had no impact on reported income before income taxes or net income.

        Accounts Receivable: The Company provides financing for its dealers in both the construction and agricultural markets. The financing agreements provide for, in certain instances, interest-free periods which generally range from four to nine months.

        Finance Contracts Receivable: The Company offers financing for its products to retail customers and to its dealers. Finance contracts require periodic installments of principal and interest over periods of up to 60 months. Unearned interest is recognized over the life of the contracts using the sum of the digits method. Principal expected to be collected within twelve months of the balance sheet date is classified as a current asset; the remainder is classified as a non-current asset.

        Inventories: Inventories are valued at the lower of cost or market. Cost is determined by the last-in, first-out (LIFO) method for the majority of the Company’s inventories.

        Properties and Depreciation: Properties are stated at cost. When properties are sold or otherwise disposed of, cost and accumulated depreciation are removed from the respective accounts and any gain or loss is included in income. The Company provides for depreciation of assets using the straight-line method for financial reporting purposes and accelerated methods for income tax purposes. Depreciation is recorded using the following estimated useful lives for financial statement purposes:

	Years
Buildings	25-31.5
Machinery and equipment	7-12
Autos and trucks	3-5
Office furniture and fixtures	3-5

        Expenditures which substantially increase value or extend asset lives are capitalized. Expenditures for maintenance and repairs are charged against income as incurred.

29

        The Company reviews the carrying value of long-lived assets for impairment whenever events or changes in circumstances indicate that the carrying amount may not be recoverable. An impairment would be determined based on a comparison of the undiscounted future operating cash flows anticipated to be generated during the remaining life of the long-lived assets to the carrying value. Measurement of any impairment loss would be based on discounted operating cash flows.

        Goodwill and Other Intangible Assets: The Company adopted Statement of Financial Accounting Standards (“SFAS”) No. 142, “Goodwill and Other Intangible Assets,” effective January 1, 2002. Under SFAS No. 142, goodwill and intangible assets deemed to have indefinite lives are no longer amortized; however, such assets must be tested for impairment at least annually. Amortization continues to be recorded for other intangible assets with definite lives. The Company is subject to financial statement risk in the event that goodwill becomes impaired.

        Foreign Currency Transactions: Foreign currency transaction gains and (losses) are included in the determination of income. Foreign currency gains (losses) were $441,000, $85,000 and ($113,000) in 2003, 2002 and 2001, respectively.

        Foreign Currency Translation: Assets and liabilities of the Company’s foreign subsidiary are translated at current exchange rates, and related revenues and expenses are translated at the weighted-average exchange rates in effect for the year. Net exchange gains or losses resulting from the translation of foreign financial statements and the effect of exchange rate changes on intercompany transactions of a long-term investment nature are accumulated and credited or charged directly to a separate component of shareholders’ equity, titled “Accumulated Other Comprehensive Income (Loss).”

        Income Taxes: The Company follows the liability method in accounting for income taxes. The liability method provides that deferred tax assets and liabilities be recorded based on the difference between the tax bases of assets and liabilities and their carrying amounts for financial reporting purposes.

        Product Liability Costs: The Company directly assumes all liability for costs associated with claims up to specified limits in any policy year. Known incidents involving the Company’s products are investigated and reserves are established for any estimated liability.

        Environmental Costs: Environmental expenditures that relate to current operations are expensed or capitalized as appropriate. Expenditures that relate to an existing condition caused by past operations, and that do not contribute to current or future revenue generation, are expensed. Liabilities are recorded when environmental assessments and/or remedial efforts are probable, and the costs can be reasonably estimated.

        Research and Development Costs: Costs for research activities relating to product development and improvement are charged against income as incurred. Such costs amounted to approximately $2.6 million, $3.2 million and $3.0 million in 2003, 2002 and 2001, respectively.

        Other Income (Expense): Other income (expense) is comprised primarily of foreign currency transaction gains (losses), cost of sales of finance contracts, and other nonoperating items.

        Comprehensive Income: Comprehensive income is defined as the sum of net income and all other non-owner changes in equity (or accumulated other comprehensive loss). The components of accumulated other comprehensive loss were as follows (net of tax) (in thousands):

December 31,	2003			2002
Minimum pension liability adjustments	$	(12,727	)	$	(11,138	)
Currency translation adjustments		1,546			551
Unrealized losses		(119	)		(314	)
Accumulated other comprehensive loss	$	(11,300	)	$	(10,901	)

30

        Stock-Based Compensation: The Company maintains stock option plans for certain of its directors, officers and key employees, which are described more fully under Note 12–Shareholders’ Equity. The Company accounts for these plans under the recognition and measurement principles of APB Opinion No. 25, “Accounting for Stock Issued to Employees.” No compensation expense has been recognized for options granted under these plans as the option price was equal to the market value of the Company’s common stock on the date of grant. The effect on net income and net income per share had the Company applied the fair value recognition provisions of SFAS No. 123, “Accounting for Stock-Based Compensation,” is presented below (in thousands, except per share data):

Year Ended December 31,	2003			2002			2001
Net income, as reported	$	2,630		$	1,043		$	2,305
Less: stock-based compensation expense determined based on fair
value method, net of tax		(648	)		(850	)		(634	)
Pro forma net income	$	1,982		$	193		$	1,671
Diluted net income per share:
As reported	$	.49		$	.19		$	.42
Pro forma	$	.37		$	.04		$	.30
Basic net income per share:
As reported	$	.49		$	.19		$	.43
Pro forma	$	.37		$	.04		$	.31

        The fair value of each option granted is estimated on the date of grant using the Black-Scholes option-pricing model with the following weighted-average assumptions used for grants in 2003, 2002 and 2001:

Year Ended December 31,	2003			2002			2001
Expected stock price volatility		41.1	%		38.8	%		35.1	%
Risk-free interest rate		3.7	%		4.0	%		5.2	%
Expected life of options - years		7			7			7

        The weighted-average grant-date fair value of options granted during 2003, 2002 and 2001 was $6.33, $5.06 and $7.09, respectively.

        Accounting Pronouncements: In January 2003, the FASB issued FASB Interpretation No. 46, “Consolidation of Variable Interest Entities, an interpretation of ARB No. 51” (“FIN 46”). FIN 46 clarifies the application of Accounting Research Bulletin No. 51, “Consolidated Financial Statements” to certain entities in which, among others, equity investors do not have the characteristics of a controlling financial interest or do not have sufficient equity at risk for the entity to finance its activities without additional subordinated financial support from other parties. The consolidation provisions of FIN 46, as revised, are effective immediately for interests created after January 31, 2003 and are effective on March 31, 2004 for interests created before February 1, 2003. As of December 31, 2003, the Company does not own an interest in any variable interest entities.

        Reclassifications: Certain prior year amounts have been reclassified to conform with the current year presentation. Such reclassifications had no impact on previously reported net income.

31

Note 2 — Accounts Receivable and Finance Contracts Receivable

        Accounts receivable and finance contracts receivable were comprised of the following (in thousands):

December 31,	2003			2002
Accounts receivable	$	97,181		$	102,483
Less allowances for:
doubtful accounts		(2,930	)		(2,629	)
returns and dealer discounts		(1,777	)		(2,227	)
	$	92,474		$	97,627
Finance contracts receivable	$	7,818		$	9,842
Less: unearned interest		(476	)		(505	)
allowance for doubtful accounts		(2,814	)		(2,302	)
		4,528			7,035
Less: non-current portion		(1,982	)		(2,334	)
Current portion	$	2,546		$	4,701

        The finance contracts receivable at December 31, 2003 have a weighted-average interest rate of approximately 4.8%.

        The Company has entered into various agreements with third parties to sell with recourse certain finance contracts receivable. The finance contracts require periodic installments of principal and interest over periods of up to 60 months, with interest rates based on market conditions. The Company has retained the servicing of substantially all of these contracts which generally have maturities of 12 to 48 months. Amounts to cover potential losses on these sold receivables are included in the allowance for doubtful accounts. The following summarizes the Company’s sales of retail finance contracts receivable during 2003, 2002 and 2001 (in thousands):

	2003			2002		2001
Value of contracts sold - net of $10.2 million, $7.5 million and $8.4 million,	$	121,679		$	103,883	$	112,962
respectively, of unearned interest
Cash received on sales of contracts		121,783			102,120		109,740
Cost of sales of finance contracts	$	(104	)	$	1,763	$	3,222
Net receivables outstanding at December 31 relating to finance contracts sold	$	177,794		$	152,435	$	144,800

        The Company retains as collateral a security interest in the equipment associated with accounts receivable and unsold finance contracts receivable. The Company also maintains certain levels of dealer recourse deposits as additional security associated with finance contracts receivable. The dealer recourse deposits totaled $2.5 million, $2.8 million and $2.9 million at December 31, 2003, 2002 and 2001, respectively.

32

Note 3 — Inventories

        The LIFO costing method was used for 79% and 82% of the Company’s inventories at December 31, 2003 and 2002, respectively. If all of the Company’s inventories had been valued on a current cost basis, which approximates FIFO value, estimated inventories by major classification would have been as follows (in thousands):

December 31,	2003			2002
Raw materials and supplies	$	11,456		$	12,891
Work-in-process		3,011			3,006
Finished machines and parts		40,079			44,377
Total current cost value		54,546			60,274
Adjustment to LIFO basis		(22,948	)		(23,503	)
	$	31,598		$	36,771

Note 4 — Property, Plant and Equipment – Net

        Property, plant and equipment consisted of the following (in thousands):

December 31,	2003			2002
Land	$	352		$	1,878
Buildings		27,464			36,908
Machinery and equipment		47,075			49,957
Autos and trucks		291			352
Office furniture and fixtures		14,880			13,768
		90,062			102,863
Less: accumulated depreciation		(54,746	)		(56,166	)
Property, plant and equipment-net	$	35,316		$	46,697

Note 5 — Goodwill

        Effective January 1, 2002, the Company adopted SFAS No. 142, “Goodwill and Other Intangible Assets.” Under SFAS No. 142, goodwill will no longer be amortized; however, it must be tested for impairment at least annually. The following table presents the Company’s net income and diluted and basic net income per share assuming the Company adopted SFAS No. 142 on January 1, 2001 and excluded goodwill amortization of $0.5 million from net income for the year ended December 31, 2001 (in thousands, except per share data):

Year ended December 31,	2001
Net income	$	2,781
Diluted net income per share	$	.51
Basic net income per share	$	.52

33

        The changes in the carrying amount of goodwill, which is entirely allocated to the construction equipment segment, for the years ended December 31, 2003 and 2002 were as follows (in thousands):

Balance at December 31, 2001	$	12,248
Business acquisition		(552	)
Balance at December 31, 2002		11,696
Business acquisition adjustment		52
Balance at December 31, 2003	$	11,748

Note 6 — Acquisition

        Effective January 1, 2002, the Company began accounting for its investment in a German distributor of compact equipment throughout Europe (“Gehl Europe”) as a consolidated subsidiary, as a result of the Company’s controlling influence on the operations of Gehl Europe as of such date. Prior to January 1, 2002, the Company accounted for its investment in Gehl Europe under the equity method.

        In December 2002, the Company acquired the remaining two-thirds of the outstanding shares of Gehl Europe for $0.5 million, net of cash acquired, in order to support the Company’s strategy to expand distribution in the European compact equipment markets. Because the net assets acquired exceeded the purchase price, goodwill associated with the Company’s previous investment in Gehl Europe was reduced by $0.6 million.

        The fair value of the assets acquired and liabilities assumed and pro forma information to reflect this acquisition as if it occurred on January 1, 2001 have not been disclosed as the impact on consolidated assets, liabilities and net income is not material.

Note 7 — Debt Obligations

        A summary of the Company’s debt obligations, and related current maturities, is as follows (in thousands):

December 31,	2003			2002
Line of credit facility	$	26,340		$	47,377
9.0% industrial development bonds		--			8,400
Other debt obligations		384			2,137
		26,724			57,914
Less: current portion		(186	)		(1,779	)
Long-term debt obligations	$	26,538		$	56,135

        The Company maintains a $75 million line of credit facility (the “Facility”) which expires December 31, 2004. Interest is paid monthly on outstanding borrowings under the Facility as follows: borrowings in Canadian denominated dollars up to a U.S. $5.5 million credit line are at 2.5% above the Canadian one-month bankers’ acceptance rates; the remainder of the borrowings are in U.S. dollars and are at 2.5% to 2.65% above the London Interbank Offered Rate for one-month deposits (LIBOR). Under the Facility, $25 million is tied to a borrowing base related to the Company’s finance contracts receivable and inventories. The remaining availability is tied to a borrowing base related to the Company’s accounts receivable. Borrowings under the Facility are secured by finance contracts receivable, inventories and accounts receivable.

        At December 31, 2003, the Company had unused borrowing capacity of approximately $46.8 million under the Facility. The Facility also includes financial covenants requiring the maintenance of a minimum tangible net worth level and a maximum debt to equity ratio.

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        Borrowings under the Facility are classified as long-term at December 31, 2003 based on the Company’s agreement to amend the existing Facility. Under the terms of this agreement, the expiration date of the Facility will be extended to December 31, 2007 and the line of credit will be increased to $90 million each year for the time period March 1 to July 15. All other terms and provisions are similar to the current Facility.

        At December 31, 2003, the 9% industrial development bonds, net of the debt reserve fund, were defeased in conjunction with the December 2003 sale of the Company’s manufacturing facility in Lebanon, PA (see Note 9).

        Annual maturities of debt obligations are as follows (in thousands):

2004	$	186
2005		100
2006		39
2007		26,399
	$	26,724

        Interest paid on total debt obligations was $3.5 million, $4.0 million and $4.5 million in 2003, 2002 and 2001, respectively.

Note 8 — Accrued and Other Current Liabilities

        Accrued and other current liabilities were comprised of the following (in thousands):

December 31,	2003		2002
Accrued salaries and wages	$	4,590	$	3,844
Dealer recourse deposits		2,505		2,796
Accrued warranty costs		4,054		4,437
Accrued product liability costs		3,679		3,723
Accrued pension obligations		7,655		2,358
Other		4,378		5,515
	$	26,861	$	22,673

        In general, the Company provides warranty coverage on equipment for a period of up to twelve months. The Company’s reserve for warranty claims is established based on the best estimate of the amounts necessary to settle future and existing claims on products sold as of the balance sheet date. While the Company’s warranty costs have historically been within its calculated estimates, it is possible that future warranty costs could exceed those estimates.

        The changes in the carrying amount of the Company’s total product warranty liability for the year ended December 31, 2003 were as follows (in thousands):

Balance as of December 31, 2002	$	4,437
Accruals for warranties issued during the period		3,698
Accruals related to pre-existing warranties (including changes in estimates)		(121	)
Settlements made (in cash or in kind) during the period		(3,960	)
Balance as of December 31, 2003	$	4,054

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Note 9 – Asset Impairment and Other Restructuring Costs

        On September 26, 2001, the Company adopted several major plant rationalization initiatives to improve the Company’s profitability by consolidating certain operations. Under these initiatives, the Company announced it would close its manufacturing facility in Lebanon, Pennsylvania (“Lebanon”) and transfer production to other locations. The Company also indicated it would transfer the manufacturing of its Mustang line of skid steer loaders from its facility in Owatonna, Minnesota (“Owatonna”) to its skid steer facility in Madison, South Dakota. A $4.3 million charge related to the plant rationalization initiatives was recorded in the third quarter of 2001 in accordance with accounting principles generally accepted in the United States of America. Of this charge, $1.5 million and $2.8 million related to the agricultural and construction equipment segments, respectively. Workforce reductions related to the plant rationalizations totaled 235 employees at the Lebanon and Owatonna facilities, which included 211 employees who were terminated with severance payments.

        The manufacturing consolidations announced on September 26, 2001 were completed during 2002. During September and October of 2003, the Company entered into agreements to sell both the Lebanon and Owatonna facilities and certain related assets. The Company recorded a $3.6 million asset impairment charge in the quarter ended September 27, 2003 (see change in estimate line in the table below) to adjust the carrying value of the above-referenced facilities and assets to their net realizable value based on the pending sales. Of the $3.6 million charge, $1.2 million and $2.4 million related to the construction equipment and agricultural equipment segments, respectively. The Company sold the Lebanon facility in December 2003 and defeased the industrial development bonds associated with Lebanon facility. The sale of the Owatonna facility, which was scheduled to close in December 2003, did not occur as the Company expected. There were no further adjustments to the Company’s balance sheet or results of operations as a result of not completing the sale. The Company continues to actively pursue the sale of the Owatonna facility. The net realizable value of the Owatonna facility and related assets has been classified as a current asset at December 31, 2003 as the Company anticipates selling the facility during 2004.

        Details of the restructuring charge and related activity are as follows (in thousands):

	Employee Severance and Termination Benefits			Write-down of Long-lived and Other Assets			Other Exit Costs			Totals
Original Reserve	$	1,635		$	1,754		$	911		$	4,300
Utilization		--			(1,754	)		--			(1,754	)
Balance at December 31, 2001		1,635			--			911			2,546
Utilization		1,351	)		--			(430	)		(1,781	)
Balance at December 31, 2002		284			--			481			765
Change in estimate		(35	)		4,071			(437	)		3,599
Utilization		(249	)		(4,071	)		(44	)		(4,364	)
Balance at December 31, 2003	$	--		$	--		$	--		$	--

        During the years ended December 31, 2003 and 2002, the Company expensed $0.5 million and $1.0 million, respectively, of other charges related to the plant rationalization initiatives.

        Through December 31, 2003, the Company incurred total asset impairment, restructuring and other related charges of $9.3 million related to the plant rationalization initiatives.

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Note 10 — Income Taxes

        The income tax provision recorded for the years ended December 31, 2003, 2002 and 2001 consisted of the following (in thousands):

Year Ended December 31,		Federal			State		Foreign		Total
2003	Current	$	(1,329	)	$	78	$	318	$	(933	)
	Deferred		1,350			41		266		1,657
	Total	$	21		$	119	$	584	$	724
2002	Current	$	(2,246	)	$	58	$	--	$	(2,188	)
	Deferred		2,509			76		165		2,750
	Total	$	263		$	134	$	165	$	562
2001	Current	$	2,513		$	339	$	--	$	2,852
	Deferred		(1,611	)		--		--		(1,611	)
	Total	$	902		$	339	$	--	$	1,241

        Consolidated domestic income before income taxes was $2.0 million, $1.2 million and $3.5 million for 2003, 2002 and 2001, respectively. Foreign income before income taxes was $1.4 million, $.4 million and $0 for 2003, 2002 and 2001, respectively.

        A reconciliation between the reported income tax provision and the federal statutory rate follows (as a percent of pre-tax income):

	2003			2002			2001
Federal statutory rate		34.0	%		34.0	%		34.0	%
State income taxes, net of Federal income tax effect		2.8			7.1			6.3
Goodwill		--			--			4.7
Foreign export sale benefit and other tax credits		(9.5	)		(8.7	)		(6.3	)
Foreign rate differential		3.7			1.5			--
Finalization of prior year tax returns		(11.9	)		--			--
Other, net		2.5			1.1			(3.7	)
		21.6	%		35.0	%		35.0	%

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        The Company’s temporary differences and carryforwards which give rise to deferred tax assets and liabilities consisted of the following (in thousands):

December 31,	2003			2002
Accrued expenses and reserves	$	4,784		$	6,379
Asset valuation reserves		2,368			1,931
Pension benefits		3,518			3,101
Operating loss carryforwards		1,065			890
Tax credit carryforwards		347			389
Property, plant and equipment		(5,258	)		(4,793	)
Other, net		(80	)		(78	)
Valuation allowance		(1,358	)		(994	)
Net deferred tax asset	$	5,386		$	6,825

        The net deferred tax asset is included in the consolidated balance sheet in the following captions (in thousands):

December 31,	2003			2002
Deferred income tax assets	$	7,128		$	8,469
Deferred income tax liabilities		(1,742	)		(1,644	)
	$	5,386		$	6,825

        At December 31, 2003, the Company had state net operating loss carryforwards of $19.9 million which will be available for the reduction of future income tax liabilities. A valuation allowance has been recorded against these carryforwards for which utilization is uncertain.

        Cash (received) paid related to income taxes during 2003, 2002 and 2001 was $(3.0) million, $0.1 million and $1.1 million, respectively.

Note 11 — Employee Retirement Plans

        The Company sponsors two qualified defined benefit pension plans for certain of its employees. The following schedules set forth a reconciliation of the changes in the plans’ benefit obligation and fair value of plan assets and a statement of the funded status (in thousands):

December 31,	2003			2002
Reconciliation of benefit obligation:
Obligation at beginning of year	$	39,013		$	34,127
Service cost		697			632
Interest cost		2,551			2,536
Actuarial loss		6,386			4,118
Benefit payments		(2,644	)		(2,400	)
Obligation	$	46,003		$	39,013

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Reconciliation of fair value of plan assets:
Fair value of plan assets at beginning of year	$	26,792		$	28,274
Actual return on plan assets		5,666			(1,728	)
Employer contributions		1,800			2,646
Benefit payments		(2,644	)		(2,400	)
Fair value of plan assets	$	31,614		$	26,792
Funded Status:
Funded status at end of year	$	(14,388	)	$	(12,221	)
Unrecognized prior service cost		1,199			1,409
Unrecognized loss		21,917			18,891
Net amount recognized		8,728			8,079
Employer contributions paid between 9/30 and 12/31		558			--
Net amount recognized at December 31	$	9,286		$	8,079

        The following table provides the amounts recognized in the balance sheet (in thousands):

December 31,	2003			2002
Prepaid benefit cost	$	9,286		$	8,079
Intangible asset		1,199			1,409
Minimum pension liability		(20,573	)		(18,339	)
Accumulated other comprehensive loss		19,374			16,930
Net amount recognized at December 31	$	9,286		$	8,079

        The prepaid benefit cost and the intangible asset amounts are included in non-current other assets. $7.7 million of the minimum pension liability amount (expected fiscal 2004 funding requirement) is included in accrued and other current liabilities. The non-current portion of the minimum pension liability amount is included in other long-term liabilities. The amount included within other comprehensive income arising from a change in the minimum pension liability was $2.4 million and $8.1 million for the years ended December 31, 2003 and 2002, respectively.

        The projected benefit obligation, accumulated benefit obligation, and fair value of plan assets for the plans having accumulated benefit obligations in excess of plan assets were $46.0 million, $43.5 million and $31.6 million and $39.0 million, $37.1 million and $26.8 million as of December 31, 2003 and 2002, respectively. The accumulated benefit obligation for the plans was $43.5 million and $37.1 million at December 31, 2003 and 2002, respectively.

        The assumptions used in the measurement of the Company’s benefit obligation are shown in the following table:

	2003			2002
Weighted-average assumptions as of September 30:
Discount rate		6.00	%		6.75	%
Rate of compensation increase		4.00	%		4.00	%

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        The following table provides disclosure of the net periodic benefit cost (in thousands):

Year Ended December 31,	2003			2002			2001
Service cost	$	697		$	632		$	538
Interest cost		2,551			2,536			2,506
Expected return on plan assets		(2,936	)		(3,004	)		(2,915	)
Amortization of prior service cost		210			224			225
Amortization of net loss		629			133			--
Net periodic benefit cost	$	1,151		$	521		$	354

        The assumptions used in the measurement of the Company’s net periodic benefit cost for the years ended December 31, 2003, 2002 and 2001 are shown in the following table:

	2003			2002			2001
Weighted-average assumptions as of September 30:
Discount rate		6.75	%		7.50	%		8.25	%
Expected long-term return on plan assets		8.75	%		9.00	%		9.00	%
Rate of compensation increase		4.00	%		4.00	%		4.00	%

        The Company’s approach used to determine the expected long-term rate of return on plan assets assumption is based on weighting historical market index returns for various asset classes in proportion to the assets held in the Gehl Pension Master Trust (“Trust”). Typically, the Trust holds approximately 60% of assets in equity securities and 40% in fixed income securities. Weighting 10-year compounded trailing returns on equity and fixed income indices in proportion to the above asset mix yields an expected long-term return of 9.00%. However, recent unsettled market conditions have caused management to add a degree of conservatism in the long-term rate of return assumption, which has been set at 8.75%.

        The following table provides disclosure of the weighted-average asset allocations and future target allocations as of the respective measurement dates:

	2004 Target Allocation			September 30, 2003			September 30, 2002
Asset category:
Equity securities		0 - 75	%		55	%		48	%
Debt securities and cash		15 - 100			33			38
Real estate		0 - 15			5			6
Other		0 - 20			7			8
		100	%		100	%		100	%

        As manager of plan assets, the Investment Committee (“Committee”) believes that it must prudently invest pension assets in a manner that attempts to meet the actuarial long-term rate of return. At the same time, the Committee adheres to three overriding responsibilities – to safeguard plan assets, to optimize returns, and to diversify assets. The Committee retains investment specialists as a means to optimize the total expected portfolio return. Although all day-to-day investment, custodial, and administrative responsibilities are delegated to the investment specialists, the Committee maintains a strong and active hand in matters relating to asset allocation and general asset management.

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        Estimated future benefit payments, which reflect expected future service, are as follows (in thousands):

2004	$	2,771
2005		2,824
2006		2,931
2007		2,992
2008		3,200
Years 2009 - 2013		17,384

        The measurement date used for each of the actuarial calculations was September 30.

        In addition, the Company maintains an unfunded non-qualified supplemental retirement benefit plan for certain management employees. The following schedules set forth a reconciliation of the changes in the plan’s benefit obligation and a statement of the funded status (in thousands):

December 31,	2003			2002
Reconciliation of benefit obligation:
Obligation at beginning of year	$	3,864		$	3,231
Service cost		226			203
Interest cost		256			230
Actuarial loss		153			100
Plan amendments		--			199
Benefit payments		(135	)		(99	)
Obligation	$	4,364		$	3,864
Funded Status:
Funded status at end of year	$	(4,364	)	$	(3,864	)
Unrecognized prior service cost		462			547
Unrecognized loss		747			613
Net amount recognized at December 31	$	(3,155	)	$	(2,704	)

        The following table provides the amounts recognized in the balance sheet (in thousands):

December 31,	2003			2002
Intangible asset	$	417		$	445
Accrued benefit liability		(3,155	)		(2,704	)
Minimum pension liability		(417	)		(445	)
Net amount recognized at December 31	$	(3,155	)	$	(2,704	)

        The intangible asset amounts are included in non-current other assets. The minimum pension liability amount is included in other long-term liabilities.

        The projected benefit obligation, accumulated benefit obligation, and fair value of the plan assets having accumulated benefit obligations in excess of plan assets were $4.4 million, $3.6 million and $0 and $3.9 million, $3.1 million and $0 as of December 31, 2003 and 2002, respectively.

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        The assumptions used in the measurement of the Company’s benefit obligation are shown in the following table:

	2003			2002
Weighted-average assumptions as of December 31:
Discount rate		6.25	%		6.75	%
Rate of compensation increase		5.00	%		5.00	%

        The following table provides disclosure of the net periodic benefit cost (in thousands):

Year Ended December 31,	2003		2002		2001
Service cost	$	226	$	203	$	140
Interest cost		256		230		189
Amortization of prior service cost		85		60		102
Amortization of net loss		20		17		--
Net periodic benefit cost	$	587	$	510	$	431

        The assumptions used in the measurement of the Company’s net periodic benefit cost for the years ended December 31, 2003, 2002 and 2001 are shown in the following table:

	2003			2002			2001
Weighted-average assumptions as of December 31:
Discount rate		6.75	%		7.25	%		7.75	%
Rate of compensation increase		5.00	%		5.00	%		5.00	%

        Estimated future benefit payments, which reflect expected future service, are as follows (in thousands):

2004	$	151
2005		173
2006		203
2007		202
2008		174
Years 2009 - 2013		838

        The Company maintains a Rabbi Trust containing $1.1 million and $1.0 million of assets designated for the non-qualified supplemental retirement benefit plan as of December 31, 2003 and 2002, respectively. The assets of the Rabbi Trust are invested in equity securities and variable life insurance policies.

        The Company maintains a savings and profit sharing plan. The Company matches 50% of non-bargaining unit employee contributions to the plan not to exceed 6% of an employee’s annual compensation. Vesting of Company contributions occur at the rate of 20% per year. Contributions approximated $493,000, $580,000 and $606,000 in 2003, 2002 and 2001, respectively.

        The Company maintains a defined contribution plan that covers certain employees not covered by a defined benefit plan. The Company contributes various percentages of eligible employee compensation (as defined) and the plan does not allow employee contributions. The Company contributed approximately $287,000, $347,000 and $337,000 in connection with this plan in 2003, 2002 and 2001, respectively.

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        The Company provides postemployment benefits to certain retirees in two areas: a $2,500 life insurance policy for retired office employees and subsidized health insurance benefits for early retirees prior to their attaining age 65. The number of retirees associated with postemployment benefit costs is approximately 216.

        The following schedules set forth a reconciliation of the changes in the postemployment plan’s benefit obligation and a statement of the funded status (in thousands):

December 31,	2003			2002
Reconciliation of benefit obligation:
Obligation at beginning of year	$	1,639		$	2,236
Service cost		54			71
Interest cost		93			105
Actuarial loss (gain)		237			(465	)
Benefit payments		(508	)		(308	)
Obligation	$	1,515		$	1,639
Funded Status:
Funded status at end of year	$	(1,515	)	$	(1,639	)
Unrecognized transition obligation		203			226
Unrecognized loss		827			608
Net amount recognized at December 31	$	(485	)	$	(805	)

        The discount rate used in determining the accumulated postemployment obligation was 6.25% and 6.75% as of the measurement dates of December 31, 2003 and 2002, respectively.

        The following table provides disclosure of the net periodic benefit cost (in thousands):

Year Ended December 31,	2003		2002		2001
Service cost	$	54	$	71	$	83
Interest cost		93		105		145
Amortization of transition obligation		23		22		23
Amortization of net loss		19		14		51
Net periodic benefit cost	$	189	$	212	$	302

        The discount rate used in determining the net periodic benefit cost was 6.75%, 7.25% and 7.75% as of the measurement dates of December 31, 2003, 2002 and 2001, respectively. The assumed health care cost rate trend used in measuring the accumulated postemployment benefit obligation at December 31, 2003 was 9% decreasing to 5% over four years and at December 31, 2002 was 7.5% decreasing to 5% in five years.

        Assumed health care cost trend rates have a significant effect on the amounts reported for the health care plans. A 1% change in assumed health care cost trend rates would have the following effects (in thousands):

	1% Increase		1% Decrease
Effect on total of service and interest cost components of net periodic postemployment health care benefit cost	$	12	$	(11	)
Effect on the health care component of the accumulated
postemployment benefit obligation	$	77	$	(68	)

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        Estimated future benefit payments, which reflect expected future service, are as follows (in thousands):

2004	$	131
2005		125
2006		108
2007		99
2008		94
Years 2009 - 2013		558

Note 12 — Shareholders’ Equity

        During April 2000, the 2000 Equity Incentive Plan was adopted, which authorizes the granting of awards for up to 600,000 shares of the Company’s common stock. An award is defined within the 2000 Equity Incentive Plan as a stock option, stock appreciation right, restricted stock or performance share. In April 1996, the 1995 Stock Option Plan was adopted, which authorizes the granting of options for up to 600,000 shares of the Company’s common stock. The Plans provide that options be granted at an exercise price not less than fair market value on the date the options are granted and that the options generally vest ratably over a period not exceeding three years after the grant date. The option period shall not be more than ten years after the grant date.

        Following is a summary of activity in the Plans for 2001, 2002 and 2003:

	Shares Subject to Option			Weighted Average Option Price
Outstanding, January 1, 2001		781,077		$	13.03
Granted		215,250			14.90
Exercised		(41,533	)		7.65
Cancelled		(24,102	)		15.52
Outstanding, December 31, 2001		930,692		$	13.64
Granted		155,000			10.53
Exercised		(85,570	)		8.31
Cancelled		(22,185	)		15.23
Outstanding, December 31, 2002		977,937		$	13.58
Granted		108,500			12.93
Exercised		(32,301	)		9.12
Cancelled		(91,851	)		15.22
Outstanding, December 31, 2003		962,285		$	13.50
Exercisable, December 31, 2003		691,619		$	13.90

        The exercise price for options outstanding at December 31, 2003 range from $7.63 to $22.50 per share. The weighted-average remaining contractual life of these options approximates seven years.

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        In September 2001, the Company’s Board of Directors authorized a repurchase plan providing for the repurchase of up to 500,000 shares of the Company’s outstanding common stock. The Company repurchased 73,700, 63,200 and 15,000 shares in the open market under this authorization at a cost of $729,000, $692,000 and $245,000 during 2003, 2002 and 2001, respectively. All treasury stock acquired by the Company has been cancelled and returned to the status of authorized but unissued shares.

        On May 28, 1997, the Board of Directors of the Company adopted a Shareholder Rights Plan and declared a rights dividend of one preferred share purchase right (“Right”) for each share of common stock outstanding on June 16, 1997, and provided that one Right would be issued with each share of common stock thereafter issued. The Shareholder Rights Plan provides that in the event a person or group acquires or seeks to acquire 15% or more of the outstanding common stock of the Company, the Rights, subject to certain limitations, will become exercisable. Each Right, once exercisable, initially entitles the holder thereof (other than the acquiring person, whose rights are cancelled) to purchase from the Company one one-hundredth of a share of Series A preferred stock at an initial exercise price of $55 per one one-hundredth of a share (subject to adjustment), or, upon the occurrence of certain events, common stock of the Company or common stock of an “acquiring company” having a market value equivalent to two times the exercise price. Subject to certain conditions, the Rights are redeemable by the Board of Directors for $.01 per Right and are exchangeable for shares of common stock. The Rights have no voting power and expire on May 28, 2007.

Note 13 – Net Income Per Share

        Basic net income per common share is computed by dividing net income by the weighted-average number of common shares outstanding for the period. Diluted net income per common share is computed by dividing net income by the weighted-average number of common shares and, if applicable, common stock equivalents which would arise from the exercise of stock options. A reconciliation of the shares used in the computation is as follows (in thousands):

Year Ended December 31,	2003		2002		2001
Basic shares		5,338		5,390		5,345
Effect of options		41		76		162
Diluted shares		5,379		5,466		5,507

Note 14 — Leases

        The Company uses certain equipment under operating lease arrangements. Rent expense under such arrangements amounted to $1,447,000, $1,285,000 and $1,193,000 in 2003, 2002 and 2001, respectively.

        The Company maintains non-cancelable operating leases for certain equipment. Future minimum lease payments under such leases at December 31, 2003 are as follows (in thousands):

2004	$	750
2005		531
2006		178
2007		3
Total	$	1,462

Note 15 — Contingencies

        The Company is involved in litigation of which the ultimate outcome and liability to the Company, if any, is not presently determinable. Management believes that final disposition of such litigation will not have a material impact on the Company’s results of operations or financial position.

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Note 16 — Segment Information

        The Company has two segments, construction equipment and agricultural equipment, as the long-term financial performance of these segments is affected by separate economic conditions and cycles. Segment net sales and income from operations tend to be aligned with the distribution networks of the Company, and correlate with the manner in which the Company evaluates performance.

        Construction equipment is manufactured and distributed for customers in the construction market. Products include a diversified offering of skid loaders, telescopic handlers, compact excavators, compact track loaders, all-wheel-steer loaders, compact loaders, paving equipment and attachments. As of December 31, 2003, 58% of the Company’s accounts receivable were from customers in the construction market.

        Agricultural equipment is manufactured and distributed for customers in the dairy, livestock and poultry agricultural sectors. The products are comprised primarily of skid loaders and equipment for haymaking, forage harvesting, feed making, manure handling and attachments. As of December 31, 2003, 42% of the Company’s accounts receivable were from customers in the agricultural sector.

        Unallocated assets are cash, deferred income taxes and other assets not identified with the Company’s segments. Segments of business are presented below (in thousands):

Year Ended December 31,		2003			2002		2001
Net Sales	Construction	$	155,516		$	135,080	$	122,344
	Agricultural		88,884			97,485		118,050
	Consolidated	$	244,400		$	232,565	$	240,394
Income (Loss) from Operations	Construction	$	7,899		$	4,306	$	2,270
	Agricultural		(3,013	)		851		6,673
	Consolidated	$	4,886		$	5,157	$	8,943
Assets (year-end)	Construction	$	113,083		$	105,293	$	117,589
	Agricultural		62,715			95,615		95,719
	Unallocated		27,556			26,765		24,101
	Consolidated	$	203,354		$	227,673	$	237,409
Depreciation/Amortization	Construction	$	3,008		$	2,451	$	2,931
	Agricultural		1,888			2,335		2,458
	Unallocated		27			27		27
	Consolidated	$	4,923		$	4,813	$	5,416
Capital Expenditures	Construction	$	1,369		$	3,984	$	2,444
	Agricultural		1,665			2,806		1,691
	Consolidated	$	3,034		$	6,790	$	4,135

        Of the Company’s total net sales, $50.5 million and $43.9 million were made outside of the United States in 2003 and 2002, respectively.

46

Note 17 — Quarterly Financial Data (unaudited)

In Thousands, Except Per Share Data -	First Quarter		Second Quarter		Third Quarter			Fourth Quarter			Total
2003
Net sales	$	58,531	$	68,551	$	60,465		$	56,853		$	244,400
Gross profit		12,263		14,466		13,119			11,573			51,421
Net income (loss)		508		2,241		(903	)		784			2,630
Diluted net income (loss) per common share1		.09		.42		(.17	)		.14			.49
Basic net income (loss) per common share		.09		.42		(.17	)		.15			.49
2002
Net sales	$	60,068	$	66,689	$	54,575		$	51,233		$	232,565
Gross profit		13,359		14,227		11,708			9,551			48,845
Net income (loss)		229		895		223			(304	)		1,043
Diluted net income (loss) per common share1		.04		.16		.04			(.06	)		.19
Basic net income (loss) per common share		.04		.17		.04			(.06	)		.19

¹Due to the use of the weighted-average shares outstanding each quarter for computing net income per share, the sum of the quarterly per share amounts does not equal the per share amount for the year.

47

GEHL COMPANY AND SUBSIDIARIES
SCHEDULE II — VALUATION AND QUALIFYING ACCOUNTS

(in thousands)

Period	Description	Balance at Beginning of Year		Charged to Costs and Expenses		Deductions		Balance at End of Year
Year Ended
December 31, 2001
	Allowance for
	Doubtful Accounts-Trade
	Receivables	$	1,864	$	563	$	192	$	2,235
	Returns and Dealer
	Discounts		2,659		4,349		4,169		2,839
	Total	$	4,523	$	4,912	$	4,361	$	5,074
	Allowance for Doubtful
	Accounts - Retail Contracts	$	1,961	$	220	$	133	$	2,048
	Inventory Obsolescence
	Reserve	$	2,004	$	265	$	157	$	2,112
	Income Tax Valuation
	Allowance	$	572	$	72	$	20	$	624
Year Ended
December 31, 2002
	Allowance for Doubtful
	Accounts-Trade
	Receivables	$	2,235	$	710	$	316	$	2,629
	Returns and Dealer
	Discounts		2,839		2,306		2,918		2,227
	Total	$	5,074	$	3,016	$	3,234	$	4,856
	Allowance for Doubtful
	Accounts - Retail
	Contracts	$	2,048	$	802	$	548	$	2,302
	Inventory Obsolescence
	Reserve	$	2,112	$	351	$	689	$	1,774
	Income Tax Valuation
	Allowance	$	624	$	379	$	9	$	994
Year Ended
December 31, 2003
	Allowance for Doubtful
	Accounts-Trade
	Receivables	$	2,629	$	845	$	544	$	2,930
	Returns and Dealer
	Discounts		2,227		2,301		2,751		1,777
	Total	$	4,856	$	3,146	$	3,295	$	4,707
	Allowance for Doubtful
	Accounts - Retail
	Contracts	$	2,302	$	1,063	$	551	$	2,814
	Inventory Obsolescence
	Reserve	$	1,774	$	457	$	534	$	1,697
	Income Tax Valuation
	Allowance	$	994	$	386	$	22	$	1,358

48

Item 9.  Changes in and Disagreements with Accountants on Accounting and Financial Disclosure

        There have been no changes in or disagreements with the Company’s accountants regarding accounting and financial disclosure required to be reported pursuant to this item.

Item 9A.  Controls and Procedures

        The Company’s management, with the participation of the Company’s principal executive officer and the principal financial officer, has evaluated the Company’s disclosure controls and procedures as of December 31, 2003. Based upon that evaluation, the Company’s principal executive officer and principal financial officer have concluded that the Company’s disclosure controls and procedures were effective as of December 31, 2003. There was no change in the Company’s internal control over financial reporting that occurred during the three months ended December 31, 2003, that has materially affected, or is reasonably likely to materially affect, the Company’s internal control over financial reporting.

49

PART III

Item 10.  Directors and Executive Officers of the Registrant

        Pursuant to Instruction G, the information required by this item with respect to directors is hereby incorporated herein by reference from the captions entitled “Election of Directors” and “Board of Directors” set forth in the Company’s definitive Proxy Statement for its 2004 Annual Meeting of Shareholders (“Proxy Statement”)¹. Information with respect to executive officers of the Company appears at the end of Part I, on Page 9, of this Form 10-K. Pursuant to Instruction G, the information required by this item with respect to compliance with Section 16(a) of the Securities Exchange Act of 1934 is hereby incorporated by reference from the caption entitled “Other Matters — Section 16(a) Beneficial Ownership Reporting Compliance” set forth in the Proxy Statement.

        The Company has adopted a Code of Business Conduct and Ethics that applies to all of the Company’s employees, including the Company’s Chief Executive Officer and Chief Financial Officer. The Company has posted a copy of the Code of Business Conduct and Ethics on its website at www.gehl.com. The Company intends to satisfy the disclosure requirements under Item 10 of Form 8-K regarding amendments to, or waivers from, the Code of Business Conduct and Ethics by posting such information on its website at www.gehl.com. The Company is not including the information contained on its website as part of, or incorporating it by reference into, this report.

Item 11.  Executive Compensation

        Pursuant to Instruction G, the information required by this item is hereby incorporated herein by reference from the captions entitled “Board of Directors” and “Executive Compensation” set forth in the Proxy Statement; provided, however, that the subsection entitled “Executive Compensation — Report on Executive Compensation” shall not be deemed to be incorporated herein by reference.

Item 12.  Security Ownership of Certain Beneficial Owners and Management and Related Shareholder Matters

        Pursuant to Instruction G, the information required by this item with respect to security ownership of certain beneficial owners and management is hereby incorporated by reference herein from the caption “Principal Shareholders” set forth in the Proxy Statement.

        The following table sets forth information with respect to compensation plans under which equity securities of the Company are authorized for issuance.

Plan category	Number of securities to be issued upon the exercise of outstanding options, warrants and rights		Weighted-average exercise price of outstanding options, warrants and rights		Number of securities remaining available for future issuance under equity compensation plans (excluding securities reflected in the first column)
Equity compensation plans approved by security		962,285	$	13.50		18,189
holders
Equity compensation plans not approved by security
holders		--		--		7,416
Total		962,285	$	13.50		25,605

        The Company’s only equity compensation plan not approved by security holders is the Gehl Company Director Stock Grant Plan. Under that plan, on December 31 of each year, each of the non-employee directors of the Company is granted shares of the Company’s common stock with a market value of $5,000 as part of each director’s annual retainer fee.

Item 13.  Certain Relationships and Related Transactions

        Pursuant to Instruction G, the information required by this item is hereby incorporated herein by reference from the caption entitled “Other Matters – Certain Transactions” set forth in the Proxy Statement.

50

Item 14.  Principal Accountant Fees and Services

        The information required by this item is hereby incorporated by reference from the captions entitled “Audit Committee Report” and “Other Matters—Independent Auditors” set forth in the Proxy Statement.

1 The Proxy Statement will be filed with the Commission pursuant to Regulation 14A.

51

PART IV

Item 15.  Exhibits, Financial Statement Schedules and Reports on Form 8-K

(a) 1 and 2. Financial statements andfinancial statement schedule.

Reference is made to the separate index to the Company’s consolidated financial statements and schedule contained in Part II, Item 8 of this Form 10-K.

3.  Exhibits.

Reference is made to the separate exhibit index contained on Pages 54 through 58 hereof.

(b) Reports on Form 8-K.

The Company furnished a Current Report of Form 8-K, dated October 24, 2003 reporting (under Items 7 and 12) the Company’s financial results for the three-and nine-month periods ended September 27, 2003.

52

SIGNATURES

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

	GEHL COMPANY
Date: March 4, 2004	By  /s/ William D. Gehl
	William D. Gehl,
	Chairman of the Board of Directors
	and Chief Executive Officer

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

Signature	Title	Date
/s/ William D. Gehl	Chairman of the Board of Directors,	March 4, 2004
William D. Gehl	Chief Executive Officer and Director
	(Principal Executive Officer)
/s/ Kenneth P. Hahn	Vice President of Finance and Chief Financial	March 4, 2004
Kenneth P. Hahn	Officer (Principal Financial and Accounting Officer)
/s/ Nicholas C. Babson	Director	March 4, 2004
Nicholas C. Babson
/s/ Thomas J. Boldt	Director	March 4, 2004
Thomas J. Boldt
/s/ John T. Byrnes	Director	March 4, 2004
John T. Byrnes
/s/ Richard J. Fotsch	Director	March 4, 2004
Richard J. Fotsch
/s/ Kurt Helletzgruber	Director	March 4, 2004
Kurt Helletzgruber
/s/ John W. Splude	Director	March 4, 2004
John W. Splude
/s/ Dr. Hermann Viets	Director	March 4, 2004
Dr. Hermann Viets

53

GEHL COMPANY
INDEX TO EXHIBITS

Exhibit Number Document Description

(3.1) Restated Articles of Incorporation, as amended, of Gehl Company [Incorporated by reference to Exhibit 3.1 to the Company’s Quarterly Report on Form 10-Q for the quarter ended June 28, 1997]

(3.2) By-laws of Gehl Company, as amended

(3.3) Amendment to the By-laws of Gehl Company

(4.1) Amended and Restated Loan and Security Agreement by and between ITT Commercial Finance Corp. (now known as Deutsche Financial Services Corporation) and Gehl Company and its subsidiaries, dated October 1, 1994 [Incorporated by reference to Exhibit 4.1 of the Company’s Annual Report on Form 10-K for the year ended December 31, 1994]

(4.2) First Amendment to Amended and Restated Loan and Security Agreement by and between Deutsche Financial Services Corporation, f/k/a ITT Commercial Finance Corp., and Gehl Company and its subsidiaries, dated May 10, 1995 [Incorporated by reference to Exhibit 4.1 of the Company’s Quarterly Report on Form 10-Q for the quarter ended July 1, 1995]

(4.3) Amendment to Amended and Restated Loan and Security Agreement by and between Deutsche Financial Services Corporation, f/k/a ITT Commercial Finance Corp., Deutsche Financial Services Canada Corporation and Gehl Company and its subsidiaries, dated December 1, 1995 [Incorporated by reference to Exhibit 4.1 of the Company’s Annual Report on Form 10-K for the year ended December 31, 1995]

(4.4) Third Amendment to Amended and Restated Loan and Security Agreement by and between Deutsche Financial Services Corporation, Deutsche Financial Services Canada Corporation and Gehl Company and its subsidiaries, dated as of July 15, 1996 [Incorporated by reference to Exhibit 4.4 of the Company’s Annual Report on Form 10-K for the year ended December 31, 1997]

(4.5) Amendment to Amended and Restated Loan and Security Agreement by and between Deutsche Financial Services Corporation, Deutsche Financial Services Canada Corporation and Gehl Company and its subsidiaries, dated October 2, 1997 [Incorporated by reference to Exhibit 4.1 of the Company’s Current Report on Form 8-K dated October 17, 1997]

54

(4.6) Fifth Amendment to Amended and Restated Loan and Security Agreement by and between Deutsche Financial Services Corporation, Deutsche Financial Services, a division of Deutsche Bank Canada, and Gehl Company and its subsidiaries, dated as of February 5, 1998 [Incorporated by reference to Exhibit 4.6 of the Company’s Annual Report on Form 10-K for the year ended December 31, 1997]

(4.7) Sixth Amendment to Amended and Restated Loan and Security Agreement by and between Deutsche Financial Services Corporation, Deutsche Financial Services, a division of Deutsche Bank Canada, and Gehl Company and its subsidiaries, dated as of June 1, 1998 [Incorporated by reference to Exhibit 4.1 of the Company’s Quarterly Report on Form 10-Q for the quarter ended June 27, 1998]

(4.8) Seventh Amendment to Amended and Restated Loan and Security Agreement by and between Deutsche Financial Services Corporation, Deutsche Financial Services, a division of Deutsche Bank Canada, and Gehl Company and its subsidiaries, dated as of September 1, 1998 [Incorporated by reference to Exhibit 4.1 of the Company’s Quarterly Report on Form 10-Q for the quarter ended September 26, 1998]

(4.9) Eighth Amendment to Amended and Restated Loan and Security Agreement by and between Deutsche Financial Services Corporation, Deutsche Financial Services, a division of Deutsche Bank Canada, and Gehl Company and its subsidiaries, dated as of December 30, 1999 [Incorporated by reference to Exhibit 4.9 to the Company’s Annual Report on Form 10-K for the year ended December 31, 1999]

(4.10) Ninth Amendment to Amended and Restated Loan and Security Agreement by and between Deutsche Finance Services Corporation, Deutsche Financial Services, a division of Deutsche Bank Canada, and Gehl Company and its subsidiaries, dated as of June 20, 2000 [Incorporated by reference to Exhibit 4.1 of the Company’s Quarterly Report on Form 10-Q for the quarter ended July 1, 2000]

(4.11) Tenth Amendment to the Amended and Restated Loan and Security Agreement by and between Deutsche Financial Services Corporation, Deutsche Financial Services, a division of Deutsche Bank Canada, and Gehl Company and its subsidiaries, dated as of December 7, 2000 [Incorporated by reference to Exhibit 4.11 of the Company’s Annual Report on Form 10-K for the year ended December 31, 2001]

(4.12) Eleventh Amendment to the Amended and Restated Loan and Security Agreement by and between Deutsche Financial Services Corporation, Deutsche Financial Services Canada Corporation, a division of Deutsche Bank Canada, and Gehl Company and its subsidiaries, dated as of March 19, 2002 [incorporated by reference to Exhibit 4.1 of the Company’s Quarterly Report on Form 10-Q for the quarter ended March 30, 2002]

55

(4.13) Twelfth Amendment to the Amended and Restated Loan and Security Agreement by and between Deutsche Financial Services Corporation, Deutsche Financial Services Canada Corporation and Gehl Company and its subsidiaries, dated as of October 17, 2002.

(4.14) Amended and Restated Negotiable Promissory Note signed by Gehl Company and its subsidiaries payable to Deutsche Financial Services Corporation, dated March 19, 2002 [Incorporated by reference to Exhibit 4.2 to the Company’s Quarterly Report on Form 10-Q for the quarter ended March 30, 2002]

(4.15) Rights Agreement, dated as of May 28, 1997, between Gehl Company and U.S. Bank National Association (as successor to Firstar Trust Company) [Incorporated by reference to Exhibit 4.1 to the Company’s Registration Statement on Form 8-A, dated as of May 28, 1997]

(4.16) Amendment to Rights Agreement, dated as of September 20, 2002 by and among U.S. Bank National Association, Gehl Company and American Stock Transfer and Trust Company [Incorporated by reference to Exhibit 4.1 of the Company’s Quarterly Report on Form 10-Q for the quarter ended September 28, 2002]

(10.1)* Form of Supplemental Retirement Benefit Agreement between Gehl Company and Messrs. Hahn, Keyes, Moore and Mulcahy [Incorporated by reference to Exhibit 10.7 to the Company's Quarterly Report on Form 10-Q for the quarter ended July 1, 2000]

(10.2)* Gehl Company Director Stock Grant Plan, as amended [Incorporated by reference to Exhibit 10.9 to the Company’s Quarterly Report on Form 10-Q for the quarter ended July 1, 2000]

(10.3)* Amended and Restated Employment Agreement between Gehl Company and William D. Gehl dated as of December 19, 1997 [Incorporated by reference to Exhibit 10.3 of the Company’s Annual Report on Form 10-K for the year ended December 31, 1997]

(10.4)* Amendment to Amended and Restated Employment Agreement between Gehl Company and William D. Gehl dated as of June 13, 2001 [Incorporated by reference to Exhibit 10.2 of the Company’s Quarterly Report on Form 10-Q for the quarter ended June 30, 2001]

(10.5)* Supplemental Retirement Benefit Agreement by and between William D. Gehl and Gehl Company [Incorporated by reference to Exhibit 10.4 of the Company’s Annual Report on Form 10-K for the year ended December 31, 1995]

(10.6)* Amendment to Supplemental Retirement Benefit Agreement by and between William D. Gehl and Gehl Company dated as of April 20, 2000 [Incorporated by reference to Exhibit 10.6 of the Company’s Quarterly Report on Form 10-Q for the quarter ended July 1, 2000]

(10.7)* Gehl Savings Plan, as amended and restated effective July 1, 2001 [Incorporated by reference to Exhibit 10.1 of the Company’s Quarterly Report on Form 10-Q for the quarter ended September 29, 2001]

56

(10.8)* Amendment to Gehl Savings Plan [Incorporated by reference to Exhibit 10.1 of the Company’s Quarterly Report on Form 10-Q for the quarter ended March 30, 2002]

(10.9)* Amendment to Gehl Savings Plan [Incorporated by reference to Exhibit 10.1 of the Company’s Quarterly Report on Form 10-Q for the quarter ended June 29, 2002]

(10.10)* *Amendment to Gehl Savings Plan [Incorporated by reference to Exhibit 10.1 of the Company’s Quarterly Report on Form 10-Q for the quarter ended September 27, 2003]

(10.11)* Gehl Company Retirement Income Plan “B”, as amended and restated [Incorporated by reference to Exhibit 10.2 to the Company’s Quarterly Report on Form 10-Q for the quarter ended September 29, 2001]

(10.12)* Amendments to Gehl Company Retirement Income Plan “B” [Incorporated by reference to Exhibit 10.2 of the Company’s Quarterly Report on Form 10-Q for the quarter ended June 29, 2002]

(10.13)* Gehl Company 1995 Stock Option Plan, as amended [Incorporated by reference to Exhibit 10.1 to the Company’s Quarterly Report on Form 10-Q for the quarter ended July 1, 2000]

(10.14)* Form of Stock Option Agreement for executive officers used in conjunction with the Gehl Company 1995 Stock Option Plan [Incorporated by reference to Exhibit 10.12 of the Company’s Annual Report on Form 10-K for the year ended December 31, 1995]

(10.15)* Form of Stock Option Agreement for non-employee directors used in conjunction with the Gehl Company 1995 Stock Option Plan [Incorporated by reference to Exhibit 10.13 of the Company’s Annual Report on Form 10-K for the year ended December 31, 1995]

(10.16)* Gehl Company 2000 Equity Incentive Plan [Incorporated by reference to Appendix A to the Company's Proxy Statement for the 2000 Annual Meeting of Shareholders]

(10.17)* Form of Non-Qualified Stock Option Agreement used in conjunction with the Gehl Company 2000 Equity Incentive Plan [Incorporated by reference to Exhibit 4.5 to the Company’s Registration Statement on Form S-8 (Registration No. 333-36102)]

(10.18)* Form of Stock Option Agreement for Non-Employee Directors used in conjunction with the Gehl Company 2000 Equity Incentive Plan [Incorporated by reference to Exhibit 4.6 to the Company’s Registration Statement on Form S-8 (Registration No. 333-36102)]

(10.19)* Form of Change in Control and Severance Agreement between Gehl Company and Messrs. Hahn, Keyes, Moore and Mulcahy [Incorporated by reference to Exhibit 10.8 of the Company's Quarterly Report on Form 10-Q for the quarter ended July 1, 2000]

(10.20)* Forms of Amendment to the Change in Control and Severance Agreement between Gehl Company and Messrs. Hahn, Keyes, Moore and Mulcahy dated as of June 13, 2001 [Incorporated by reference to Exhibits 10.3 and 10.4 of the Company’s Quarterly Report on Form 10-Q for the quarter ended June 30, 2001]

(10.21)* Form of Retention Agreement, dated as of June 13, 2001, between Gehl Company and each of Messrs. Gehl, Moore, Hahn, Mulcahy and Keyes [Incorporated by reference to Exhibit 10.5 of the Company’s Quarterly Report on Form 10-Q for the quarter ended June 30, 2001]

57

(10.22)* Gehl Company Deferred Compensation Plan effective August 1, 2000 [Incorporated by reference to Exhibit 10.1 of the Company’s Quarterly Report on Form 10-Q for the quarter ended September 30, 2000]

(10.23)* Gehl Company 2003 Incentive Bonus Plan [Incorporated by reference to Exhibit 10.1 of the Company’s Quarterly Report on Form 10-Q for the quarter ended March 29, 2003]

(21) Subsidiaries of Gehl Company

(23) Consent of PricewaterhouseCoopers LLP

(31.1) Certification of the Chief Executive Officer pursuant to Section 302 of the Sarbanes-Oxley Act of 2002

(31.2) Certification of the Chief Financial Officer pursuant to Section 302 of the Sarbanes Oxley Act of 2002

(32.1) Certification of Periodic Financial Report by the Chief Executive Officer and Chief Financial Officer pursuant to Section 906 of the Sarbanes-Oxley Act of 2002

(99) Proxy Statement for 2004 Annual Meeting of Shareholders (To be filed with the Securities and Exchange Commission under Regulation 14A; except to the extent incorporated by reference, the Proxy Statement for the 2004 Annual Meeting of Shareholders shall not be deemed to be filed with the Securities and Exchange Commission as part of this Annual Report on Form 10-K)

* A management contract or compensatory plan or arrangement.
Except as otherwise noted, all documents incorporated by reference are to Commission File No. 0-18110.

58

EX-3.2

(Restated/approved 7/23/99)
Amended 5/7/01
Amended 9/12/01
Amended 11/20/01
Amended 2/22/02
Amended 4/23/02
Amended 2/28/03

BY-LAWS

OF

GEHL COMPANY

ARTICLE I. OFFICES

    1.01.        Principal and Business Offices. The corporation may have such principal and other business offices, either within or without the State of Wisconsin, as the Board of Directors may designate or as the business of the corporation may require from time to time.

    1.02.        Registered Office. The registered office of the corporation required by the Wisconsin Business Corporation Law to be maintained in the State of Wisconsin may be, but need not be, identical with the principal office in the State of Wisconsin, and the address of the registered office may be changed from time to time by the Board of Directors. The business office of the registered agent of the corporation shall be identical to such registered office.

ARTICLE II. SHAREHOLDERS

    2.01.        Annual Meeting. The annual meeting of shareholders (the “Annual Meeting”) shall be held each year at 7:00 P.M. (Central Time) on the last Thursday in April, or at such other time and date as may be fixed by or under the authority of the Board of Directors, for the purpose of electing that number of directors equal to the number of directors in the class whose term expires at the time of the Annual Meeting and for the transaction of such other business as may properly come before the Annual Meeting in accordance with Section 2.14 of these by-laws. If the day fixed for the Annual Meeting is a legal holiday in the State of Wisconsin, such meeting shall be held on the next succeeding business day. In fixing a meeting date for any Annual Meeting, the Board of Directors may consider such factors as it deems relevant within the good faith exercise of its business judgment.

    2.02.        Special Meetings.

    (a)        A special meeting of shareholders (a “Special Meeting”) may be called only by (i) the President or (ii) the Board of Directors and shall be called by the President upon the demand, in accordance with this Section 2.02, of the holders of record of shares representing at least 10% of all the votes entitled to be cast on any issue proposed to be considered at the Special Meeting.

    (b)        In order that the corporation may determine the shareholders entitled to demand a Special Meeting, the Board of Directors may fix a record date to determine the shareholders entitled to make such a demand (the “Demand Record Date”). The Demand Record Date shall not precede the date upon which the resolution fixing the Demand Record Date is adopted by the Board of Directors and shall not be more than 10 days after the date upon which the resolution fixing the Demand Record Date is adopted by the Board of Directors. Any shareholder of record seeking to have shareholders demand a Special Meeting shall, by sending written notice to the Secretary of the corporation by hand or by certified or registered mail, return receipt requested, request the Board of Directors to fix a Demand Record Date. The Board of Directors shall promptly, but in all events within 10 days after the date on which a valid request to fix a Demand Record Date is received, adopt a resolution fixing the Demand Record Date and shall make a public announcement of such Demand Record Date. If no Demand Record Date has been fixed by the Board of Directors within 10 days after the date on which such request is received by the Secretary, the Demand Record Date shall be the 10th day after the first date on which a valid written request to set a Demand Record Date is received by the Secretary. To be valid, such written request shall set forth the purpose or purposes for which the Special Meeting is to be held, shall be signed by one or more shareholders of record (or their duly authorized proxies or other representatives), shall bear the date of signature of each such shareholder (or proxy or other representative) and shall set forth all information about each such shareholder and about the beneficial owner or owners, if any, on whose behalf the request is made that would be required to be set forth in a shareholder’s notice described in paragraph (a)(ii) of Section 2.14 of these by-laws.

1

    (c)        In order for a shareholder or shareholders to demand a Special Meeting, a written demand or demands for a Special Meeting by the holders of record as of the Demand Record Date of shares representing at least 10% of all the votes entitled to be cast on any issue proposed to be considered at the Special Meeting must be delivered to the corporation. To be valid, each written demand by a shareholder for a Special Meeting shall set forth the specific purpose or purposes for which the Special Meeting is to be held (which purpose or purposes shall be limited to the purpose or purposes set forth in the written request to set a Demand Record Date received by the corporation pursuant to paragraph (b) of this Section 2.02), shall be signed by one or more persons who as of the Demand Record Date are shareholders of record (or their duly authorized proxies or other representatives), shall bear the date of signature of each such shareholder (or proxy or other representative), and shall set forth the name and address, as they appear in the corporation’s books, of each shareholder signing such demand and the class and number of shares of the corporation which are owned of record and beneficially by each such shareholder, shall be sent to the Secretary by hand or by certified or registered mail, return receipt requested, and shall be received by the Secretary within 70 days after the Demand Record Date.

    (d)        The corporation shall not be required to call a Special Meeting upon shareholder demand unless, in addition to the documents required by paragraph (c) of this Section 2.02, the Secretary receives a written agreement signed by each Soliciting Shareholder (as defined below), pursuant to which each Soliciting Shareholder, jointly and severally, agrees to pay the corporation’s costs of holding the Special Meeting, including the costs of preparing and mailing proxy materials for the corporation’s own solicitation, provided that if each of the resolutions introduced by any Soliciting Shareholder at such meeting is adopted, and each of the individuals nominated by or on behalf of any Soliciting Shareholder for election as director at such meeting is elected, then the Soliciting Shareholders shall not be required to pay such costs. For purposes of this paragraph (d), the following terms shall have the meanings set forth below:

    (i)        “Affiliate” of any Person (as defined herein) shall mean any Person controlling, controlled by or under common control with such first Person.

    (ii)        “Participant” shall have the meaning assigned to such term in Rule 14a-11 promulgated under the Securities Exchange Act of 1934, as amended (the “Exchange Act”).

2

    (iii)        “Person” shall mean any individual, firm, corporation, partnership, joint venture, association, trust, unincorporated organization or other entity.

    (iv)        “Proxy” shall have the meaning assigned to such term in Rule 14a-1 promulgated under the Exchange Act.

    (v)        “Solicitation” shall have the meaning assigned to such term in Rule 14a-11 promulgated under the Exchange Act.

    (vi)        “Soliciting Shareholder” shall mean, with respect to any Special Meeting demanded by a shareholder or shareholders, any of the following Persons:

    (A)        if the number of shareholders signing the demand or demands of meeting delivered to the corporation pursuant to paragraph (c) of this Section 2.02 is 10 or fewer, each shareholder signing any such demand;

    (B)        if the number of shareholders signing the demand or demands of meeting delivered to the corporation pursuant to paragraph (c) of this Section 2.02 is more than 10, each Person who either (I) was a Participant in any Solicitation of such demand or demands or (II) at the time of the delivery to the corporation of the documents described in paragraph (c) of this Section 2.02 had engaged or intended to engage in any Solicitation of Proxies for use at such Special Meeting (other than a Solicitation of Proxies on behalf of the corporation); or

    (C)        any Affiliate of a Soliciting Shareholder, if a majority of the directors then in office determine, reasonably and in good faith, that such Affiliate should be required to sign the written notice described in paragraph (c) of this Section 2.02 and/or the written agreement described in this paragraph (d) in order to prevent the purposes of this Section 2.02 from being evaded.

    (e)        Except as provided in the following sentence, any Special Meeting shall be held at such hour and day as may be designated by whichever of the President or the Board of Directors shall have called such meeting. In the case of any Special Meeting called by the President upon the demand of shareholders (a “Demand Special Meeting”), such meeting shall be held at such hour and day as may be designated by the Board of Directors; provided, however, that the date of any Demand Special Meeting shall be not more than 70 days after the Meeting Record Date (as defined in Section 2.05 hereof); and provided further that in the event that the directors then in office fail to designate an hour and date for a Demand Special Meeting within 10 days after the date that valid written demands for such meeting by the holders of record as of the Demand Record Date of shares representing at least 10% of all the votes entitled to be cast on each issue proposed to be considered at the Special Meeting are delivered to the corporation (the “Delivery Date”), then such meeting shall be held at 2:00 P.M. (Central Time) on the 100th day after the Delivery Date or, if such 100th day is not a Business Day (as defined below), on the first preceding Business Day. In fixing a meeting date for any Special Meeting, the President or the Board of Directors may consider such factors as he or it deems relevant within the good faith exercise of his or its business judgment, including, without limitation, the nature of the action proposed to be taken, the facts and circumstances surrounding any demand for such meeting, and any plan of the Board of Directors to call an Annual Meeting or a Special Meeting for the conduct of related business.

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    (f)        The corporation may engage regionally or nationally recognized independent inspectors of elections to act as an agent of the corporation for the purpose of promptly performing a ministerial review of the validity of any purported written demand or demands for a Special Meeting received by the Secretary. For the purpose of permitting the inspectors to perform such review, no purported demand shall be deemed to have been delivered to the corporation until the earlier of (i) 5 Business Days following receipt by the Secretary of such purported demand and (ii) such date as the independent inspectors certify to the corporation that the valid demands received by the Secretary represent at least 10% of all the votes entitled to be cast on each issue proposed to be considered at the Special Meeting. Nothing contained in this paragraph (f) shall in any way be construed to suggest or imply that the Board of Directors or any shareholder shall not be entitled to contest the validity of any demand, whether during or after such 5 Business Day period, or to take any other action (including, without limitation, the commencement, prosecution or defense of any litigation with respect thereto).

    (g)        For purposes of these by-laws, “Business Day” shall mean any day other than a Saturday, a Sunday or a day on which banking institutions in the State of Wisconsin are authorized or obligated by law or executive order to close.

    2.03.        Place of Meeting. The Board of Directors or the President may designate any place, either within or without the State of Wisconsin, as the place of meeting for any Annual Meeting or for any Special Meeting, or for any postponement thereof. If no designation is made, the place of meeting shall be the principal office of the corporation in the State of Wisconsin. Any meeting may be adjourned to reconvene at any place designated by vote of the Board of Directors or by the President.

    2.04.        Notice of Meeting. Written or printed notice stating the place, day and hour of any Annual Meeting or Special Meeting shall be delivered not less than 10 days (unless a longer period is required by the Wisconsin Business Corporation Law) nor more than 70 days, before the date of such meeting, either personally or by mail, by or at the direction of the Secretary to each shareholder of record entitled to vote at such meeting and to other shareholders as may be required by the Wisconsin Business Corporation Law. In the event of any Demand Special Meeting, such notice of meeting shall be sent not more than 30 days after the Delivery Date. If mailed, notice pursuant to this Section 2.04 shall be deemed to be effective when deposited in the United States mail, addressed to the shareholder at his address as it appears on the stock transfer books of the corporation, with postage thereon prepaid. Unless otherwise required by the Wisconsin Business Corporation Law or the restated articles of incorporation, a notice of an Annual Meeting need not include a description of the purpose for which the meeting is called. In the case of any Special Meeting, (a) the notice of meeting shall describe any business that the Board of Directors shall have theretofore determined to bring before the meeting and (b) in the case of a Demand Special Meeting, the notice of meeting (i) shall describe any business set forth in the statement of purpose of the demands received by the corporation in accordance with Section 2.02 of these by-laws and (ii) shall contain all of the information required in the notice received by the corporation in accordance with Section 2.14(b) of these by-laws. If an Annual Meeting or Special Meeting is adjourned to a different date, time or place, the corporation shall not be required to give notice of the new date, time or place if the new date, time or place is announced at the meeting before adjournment; provided, however, that if a new Meeting Record Date for an adjourned meeting is or must be fixed, the corporation shall give notice of the adjourned meeting to persons who are shareholders as of the new Meeting Record Date.

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    2.05.        Fixing of Record Date. The Board of Directors may fix a future date not less than 10 days and not more than 70 days prior to the date of any Annual Meeting or Special Meeting as the record date for the determination of shareholders entitled to notice of, or to vote at, such meeting (the “Meeting Record Date”). In the case of any Demand Special Meeting, (i) the Meeting Record Date shall be not later than the 30th day after the Delivery Date and (ii) if the Board of Directors fails to fix the Meeting Record Date within 30 days after the Delivery Date, then the close of business on such 30th day shall be the Meeting Record Date. The shareholders of record on the Meeting Record Date shall be the shareholders entitled to notice of and to vote at the meeting. Except as provided by the Wisconsin Business Corporation Law for a court-ordered adjournment, a determination of shareholders entitled to notice of or to vote at any Annual Meeting or Special Meeting is effective for any adjournment of such meeting unless the Board of Directors fixes a new Meeting Record Date, which it shall do if the meeting is adjourned to a date more than 120 days after the date fixed for the original meeting. The Board of Directors may also fix a future date as the record date for the purpose of determining shareholders entitled to take any other action or determining shareholders for any other purpose. Such record date shall be not more than 70 days prior to the date on which the particular action, requiring such determination of shareholders, is to be taken. The record date for determining shareholders entitled to a distribution (other than a distribution involving a purchase, redemption or other acquisition of the corporation’s shares) or a share dividend is the date on which the Board of Directors authorizes the distribution or share dividend, as the case may be, unless the Board of Directors fixes a different record date.

    2.06.        Voting Lists. After a Meeting Record Date has been fixed, the corporation shall prepare a list of the names of all of the shareholders entitled to notice of the meeting. The list shall be arranged by class or series of shares, if any, and show the address of and number of shares held by each shareholder. Such list shall be available for inspection by any shareholder, beginning two business days after notice of the meeting is given for which the list was prepared and continuing to the date of the meeting, at the corporation’s principal office or at a place identified in the meeting notice in the city where the meeting will be held. A shareholder or his or her agent may, on written demand, inspect and, subject to the limitations imposed by the Wisconsin Business Corporation Law, copy the list, during regular business hours and at his or her expense, during the period that it is available for inspection pursuant to this Section 2.06. The corporation shall make the shareholders’ list available at the meeting and any shareholder or his or her agent or attorney may inspect the list at any time during the meeting or any adjournment thereof. Refusal or failure to prepare or make available the shareholders’ list shall not affect the validity of any action taken at an Annual Meeting or Special Meeting.

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    2.07.        Quorum and Voting Requirements; Postponements; Adjournments.

    (a)        Shares entitled to vote as a separate voting group may take action on a matter at any Annual Meeting or Special Meeting only if a quorum of those shares exists with respect to that matter. If the corporation has only one class of stock outstanding, such class shall constitute a separate voting group for purposes of this Section 2.07. Except as otherwise provided in the restated articles of incorporation or the Wisconsin Business Corporation Law, a majority of the votes entitled to be cast on the matter shall constitute a quorum of the voting group for action on that matter. Once a share is represented for any purpose at any Annual Meeting or Special Meeting, other than for the purpose of objecting to holding the meeting or transacting business at the meeting, it is considered present for purposes of determining whether a quorum exists for the remainder of the meeting and for any adjournment of that meeting unless a new Meeting Record Date is or must be set for the adjourned meeting. If a quorum exists, except in the case of the election of directors, action on a matter shall be approved if the votes cast within the voting group favoring the action exceed the votes cast opposing the action, unless the restated articles of incorporation, these by-laws or the Wisconsin Business Corporation Law requires a greater number of affirmative votes. Unless otherwise provided in the restated articles of incorporation, each director shall be elected by a plurality of the votes cast by the shares entitled to vote in the election of directors at any Annual Meeting or Special Meeting at which a quorum is present.

    (b)        The Board of Directors acting by resolution may postpone and reschedule any previously scheduled Annual Meeting or Special Meeting; provided, however, that a Demand Special Meeting shall not be postponed beyond the 100th day following the Delivery Date. Any Annual Meeting or Special Meeting may be adjourned from time to time, whether or not there is a quorum, (i) at any time, upon a resolution of shareholders if the votes cast in favor of such resolution by the holders of shares of each voting group entitled to vote on any matter theretofore properly brought before the meeting exceed the number of votes cast against such resolution by the holders of shares of each such voting group or (ii) at any time prior to the transaction of any business at such meeting, by the President or pursuant to a resolution of the Board of Directors. No notice of the time and place of adjourned meetings need be given except as required by the Wisconsin Business Corporation Law. At any adjourned meeting at which a quorum shall be present or represented, any business may be transacted which might have been transacted at the meeting as originally notified.

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    2.08.        Conduct of Meetings. The President, and in his absence a Vice-President in the order provided under Section 4.06, and in their absence, any person chosen by the shareholders present shall call any Annual Meeting or Special Meeting to order and shall act as chairman of such meeting, and the Secretary of the corporation shall act as secretary of all meetings of the shareholders, but, in the absence of the Secretary, the presiding officer may appoint any other person to act as secretary of the meeting.

    2.09.        Proxies. At any Annual Meeting or Special Meeting, a shareholder entitled to vote may vote in person or by proxy. A shareholder may appoint a proxy to vote or otherwise act for the shareholder by signing an appointment form, either personally or by his attorney-in-fact. An appointment of a proxy is effective when received by the Secretary or other officer or agent of the corporation authorized to tabulate votes. An appointment is valid for 11 months from the date of its signing unless a different period is expressly provided in the appointment form. Unless otherwise provided in the proxy, a proxy may be revoked at any time before it is voted, either by written notice filed with the Secretary or the acting secretary of the meeting or by oral notice given by the shareholder to the presiding officer during the meeting. The presence of a shareholder who has filed his proxy shall not of itself constitute a revocation.

    2.10.        Voting of Shares. Each outstanding share shall be entitled to one vote upon each matter submitted to a vote at an Annual Meeting or Special Meeting, except to the extent that the voting rights of the shares of any class or classes are enlarged, limited or denied by the Wisconsin Business Corporation Law or by the restated articles of incorporation.

    2.11.        Acceptance of Instruments Showing Shareholder Action. If the name signed on a vote, consent, waiver or proxy appointment corresponds to the name of the shareholder, the corporation, if acting in good faith, may accept the vote, consent, waiver or proxy appointment and give it effect as the act of a shareholder. If the name signed on a vote, consent, waiver or proxy appointment does not correspond to the name of a shareholder, the corporation may accept the vote, consent, waiver or proxy appointment and give it effect as the act of the shareholder if any of the following apply:

    (a)        The shareholder is an entity and the name signed purports to be that of an officer or agent of the entity.

    (b)        The name purports to be that of a personal representative, administrator, executor, guardian or conservator representing the shareholder and, if the corporation requests, evidence of fiduciary status acceptable to the corporation is presented with respect to the vote, consent, waiver or proxy appointment.

    (c)        The name signed purports to be that of a receiver or trustee in bankruptcy of the shareholder and, if the corporation requests, evidence of this status acceptable to the corporation is presented with respect to the vote, consent, waiver or proxy appointment.

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    (d)        The name signed purports to be that of a pledgee, beneficial owner, or attorney-in-fact of the shareholder and, if the corporation requests, evidence acceptable to the corporation of the signatory’s authority to sign for the shareholder is presented with respect to the vote, consent, waiver or proxy appointment.

    (e)        Two or more persons are the shareholder as co-tenants or fiduciaries and the name signed purports to be the name of at least one of the co-owners and the person signing appears to be acting on behalf of all co-owners.

        The corporation may reject a vote, consent, waiver or proxy appointment if the Secretary or other officer or agent of the corporation who is authorized to tabulate votes, acting in good faith, has reasonable basis for doubt about the validity of the signature on it or about the signatory’s authority to sign for the shareholder.

    2.12.        Waiver of Notice by Shareholders. A shareholder may waive any notice required by the Wisconsin Business Corporation Law, the restated articles of incorporation or these by-laws before or after the date and time stated in the notice. The waiver shall be in writing and signed by the shareholder entitled to the notice, contain the same information that would have been required in the notice under applicable provisions of the Wisconsin Business Corporation Law (except that the time and place of meeting need not be stated) and be delivered to the corporation for inclusion in the corporate records. A shareholder’s attendance at any Annual Meeting or Special Meeting, in person or by proxy, waives objection to all of the following: (a) lack of notice or defective notice of the meeting, unless the shareholder at the beginning of the meeting or promptly upon arrival objects to holding the meeting or transacting business at the meeting; and (b) consideration of a particular matter at the meeting that is not within the purpose described in the meeting notice, unless the shareholder objects to considering the matter when it is presented.

    2.13.        Unanimous Consent without Meeting. Any action required or permitted by the restated articles of incorporation or these by-laws or any provision of the Wisconsin Business Corporation Law to be taken at an Annual Meeting or Special Meeting, may be taken without a meeting if a consent in writing, setting forth the action so taken, shall be signed by all of the shareholders entitled to vote with respect to the subject matter thereof.

    2.14.        Notice of Shareholder Business and Nomination of Directors.

    (a)        Annual Meetings.

    (i)        Nominations of persons for election to the Board of Directors of the corporation and the proposal of business to be considered by the shareholders may be made at an Annual Meeting (A) pursuant to the corporation’s notice of meeting, (B) by or at the direction of the Board of Directors or (C) by any shareholder of the corporation who is a shareholder of record at the time of giving of notice provided for in this by-law and who is entitled to vote at the meeting and complies with the notice procedures set forth in this Section 2.14.

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    (ii)        For nominations or other business to be properly brought before an Annual Meeting by a shareholder pursuant to clause (C) of paragraph (a)(i) of this Section 2.14, the shareholder must have given timely notice thereof in writing to the Secretary of the corporation. To be timely, a shareholder’s notice shall be received by the Secretary of the corporation at the principal office of the corporation not less than 60 days nor more than 90 days prior to the last Thursday in the month of April; provided, however, that in the event that the date of the Annual Meeting is advanced by more than 30 days or delayed by more than 280 days from the last Thursday in the month of April, notice by the shareholder to be timely must be so received not earlier than the 90th day prior to the date of such Annual Meeting and not later than the close of business on the later of (x) the 60th day prior to such Annual Meeting and (y) the 10th day following the day on which public announcement of the date of such meeting is first made. Such shareholder’s notice shall be signed by the shareholder of record who intends to make the nomination or introduce the other business (or his duly authorized proxy or other representative), shall bear the date of signature of such shareholder (or proxy or other representative) and shall set forth: (A) the name and address, as they appear on the corporation’s books, of such shareholder and the beneficial owner or owners, if any, on whose behalf the nomination or proposal is made; (B) the class and number of shares of the corporation which are beneficially owned by such shareholder or beneficial owner or owners; (C) a representation that such shareholder is a holder of record of shares of the corporation entitled to vote at such meeting and intends to appear in person or by proxy at the meeting to make the nomination or introduce the other business specified in the notice; (D) in the case of any proposed nomination for election or re-election as a director, (I) the name and residence address of the person or persons to be nominated, (II) a description of all arrangements or understandings between such shareholder or beneficial owner or owners and each nominee and any other person or persons (naming such person or persons) pursuant to which the nomination is to be made by such shareholder, (III) such other information regarding each nominee proposed by such shareholder as would be required to be disclosed in solicitations of proxies for elections of directors, or would be otherwise required to be disclosed, in each case pursuant to Regulation 14A under the Exchange Act, including any information that would be required to be included in a proxy statement filed pursuant to Regulation 14A had the nominee been nominated by the Board of Directors and (IV) the written consent of each nominee to be named in a proxy statement and to serve as a director of the corporation if so elected; and (E) in the case of any other business that such shareholder proposes to bring before the meeting, (I) a brief description of the business desired to be brought before the meeting and, if such business includes a proposal to amend these by-laws, the language of the proposed amendment, (II) such shareholder’s and beneficial owner’s or owners’ reasons for conducting such business at the meeting and (III) any material interest in such business of such shareholder and beneficial owner or owners.

    (iii)        Notwithstanding anything in the second sentence of paragraph (a)(ii) of this Section 2.14 to the contrary, in the event that the number of directors to be elected to the Board of Directors of the corporation is increased and there is no public announcement naming all of the nominees for director or specifying the size of the increased Board of Directors made by the corporation at least 70 days prior to the last Thursday in the month of April, a shareholder’s notice required by this Section 2.14 shall also be considered timely, but only with respect to nominees for any new positions created by such increase, if it shall be received by the Secretary at the principal office of the corporation not later than the close of business on the 10th day following the day on which such public announcement is first made by the corporation.

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    (b)        Special Meetings. Only such business shall be conducted at a Special Meeting as shall have been described in the notice of meeting sent to shareholders pursuant to Section 2.04 of these by-laws. Nominations of persons for election to the Board of Directors may be made at a Special Meeting at which directors are to be elected pursuant to such notice of meeting (i) by or at the direction of the Board of Directors or (ii) by any shareholder of the corporation who (A) is a shareholder of record at the time of giving of such notice of meeting, (B) is entitled to vote at the meeting and (C) complies with the notice procedures set forth in this Section 2.14. Any shareholder desiring to nominate persons for election to the Board of Directors at such a Special Meeting shall cause a written notice to be received by the Secretary of the corporation at the principal office of the corporation not earlier than 90 days prior to such Special Meeting and not later than the close of business on the later of (x) the 60th day prior to such Special Meeting and (y) the 10th day following the day on which public announcement is first made of the date of such Special Meeting and of the nominees proposed by the Board of Directors to be elected at such meeting. Such written notice shall be signed by the shareholder of record who intends to make the nomination (or his duly authorized proxy or other representative), shall bear the date of signature of such shareholder (or proxy or other representative) and shall set forth: (A) the name and address, as they appear on the corporation’s books, of such shareholder and the beneficial owner or owners, if any, on whose behalf the nomination is made; (B) the class and number of shares of the corporation which are beneficially owned by such shareholder or beneficial owner or owners; (C) a representation that such shareholder is a holder of record of shares of the corporation entitled to vote at such meeting and intends to appear in person or by proxy at the meeting to make the nomination specified in the notice; (D) the name and residence address of the person or persons to be nominated; (E) a description of all arrangements or understandings between such shareholder or beneficial owner or owners and each nominee and any other person or persons (naming such person or persons) pursuant to which the nomination is to be made by such shareholder; (F) such other information regarding each nominee proposed by such shareholder as would be required to be disclosed in solicitations of proxies for elections of directors, or would be otherwise required to be disclosed, in each case pursuant to Regulation 14A under the Exchange Act, including any information that would be required to be included in a proxy statement filed pursuant to Regulation 14A had the nominee been nominated by the Board of Directors; and (G) the written consent of each nominee to be named in a proxy statement and to serve as a director of the corporation if so elected.

    (c)        General.

    (i)        Only persons who are nominated in accordance with the procedures set forth in this Section 2.14 shall be eligible to serve as directors. Only such business shall be conducted at an Annual Meeting or Special Meeting as shall have been brought before such meeting in accordance with the procedures set forth in this Section 2.14. The chairman of the meeting shall have the power and duty to determine whether a nomination or any business proposed to be brought before the meeting was made in accordance with the procedures set forth in this Section 2.14 and, if any proposed nomination or business is not in compliance with this Section 2.14, to declare that such defective proposal shall be disregarded.

    (ii)        For purposes of this Section 2.14, “public announcement” shall mean disclosure in a press release reported by the Dow Jones News Service, Associated Press or comparable national news service or in a document publicly filed by the corporation with the Securities and Exchange Commission pursuant to Section 13, 14 or 15(d) of the Exchange Act.

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    (ii)        For purposes of this Section 2.14, “public announcement” shall mean disclosure in a press release reported by the Dow Jones News Service, Associated Press or comparable national news service or in a document publicly filed by the corporation with the Securities and Exchange Commission pursuant to Section 13, 14 or 15(d) of the Exchange Act.

    (iii)        Notwithstanding the foregoing provisions of this Section 2.14, a shareholder shall also comply with all applicable requirements of the Exchange Act and the rules and regulations thereunder with respect to the matters set forth in this Section 2.14. Nothing in this Section 2.14 shall be deemed to limit the corporation’s obligation to include shareholder proposals in its proxy statement if such inclusion is required by Rule 14a-8 under the Exchange Act.

ARTICLE III. BOARD OF DIRECTORS

    3.01.        General Powers and Number. All corporate powers shall be exercised by or under the authority of, and the business and affairs of the corporation shall be managed under the direction of its Board of Directors. The number of directors of the corporation shall be eight (8) divided into three (3) classes: Class I — three (3) directors; Class II — three (3) directors; Class III — two (2) directors.

    3.02.        Term and Qualifications. At each Annual Meeting the successors to the class of directors whose terms shall expire at the time of such Annual Meeting shall be elected to hold office until the third succeeding Annual Meeting of shareholders, and until their successors are duly elected and qualified. A director may resign at any time by delivering written notice which complies with the Wisconsin Business Corporation Law to the Chairman of the Board or to the corporation. Directors need not be residents of the State of Wisconsin or shareholders of the corporation.

    3.03.        Nominations. Nominations for the election of directors may only be made in accordance with the requirements of Section 2.14 hereof, which requirements are hereby incorporated by reference in this Section 3.03.

    3.04.        Regular Meetings. A regular meeting of the Board of Directors shall be held without other notice than this by-law immediately after the Annual Meeting, and each adjourned session thereof. The place of such regular meeting shall be the same as the place of the Annual Meeting which precedes it, or such other suitable place as may be announced at such Annual Meeting. The Board of Directors may provide, by resolution, the time and place, either within or without the State of Wisconsin, for the holding of additional regular meetings without other notice than such resolution.

    3.05.        Special Meetings. Special meetings of the Board of Directors may be called by or at the request of the President, Secretary or any two directors. The President or Secretary may fix any place, either within or without the State of Wisconsin, as the place for holding any special meeting of the Board of Directors, and if no other place is fixed, the place of meeting shall be the principal office of the corporation in the State of Wisconsin.

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    3.06.        Notice; Waiver. Notice of each meeting of the Board of Directors (unless otherwise provided in or pursuant to Section 3.04) shall be given by written notice delivered or communicated in person, by telegram, facsimile or other form of wire or wireless communication, or by mail or private carrier, to each director at his business address or at such other address as such director shall have designated in writing filed with the Secretary, in each case not less than 48 hours prior to the time of the meeting. If mailed, such notice shall be deemed to be effective when deposited in the United States mail so addressed, with postage thereon prepaid. If notice be given by telegram, such notice shall be deemed to be effective when the telegram is delivered to the telegraph company. If notice is given by private carrier, such notice shall be deemed to be effective when the notice is delivered to the private carrier. Whenever any notice whatever is required to be given to any director of the corporation under the restated articles of incorporation or these by-laws or any provision of the Wisconsin Business Corporation Law, a waiver thereof in writing, signed at any time, whether before or after the time of meeting, by the director entitled to such notice, shall be deemed equivalent to the giving of such notice. The corporation shall retain any such waiver as part of the permanent corporate records. A director’s attendance at or participation in a meeting waives any required notice to him of the meeting unless the director at the beginning of the meeting or promptly upon his arrival objects to holding the meeting or transacting business at the meeting and does not thereafter vote for or assent to action taken at the meeting. Neither the business to be transacted at, nor the purpose of, any regular or special meeting of the Board of Directors need be specified in the notice or waiver of notice of such meeting.

    3.07.        Quorum. Except as otherwise provided by the Wisconsin Business Corporation Law or by the restated articles of incorporation or these by-laws, a majority of the number of directors set forth in Section 3.01 shall constitute a quorum for the transaction of business at any meeting of the Board of Directors, but a majority of the directors present (though less than such quorum) may adjourn the meeting from time to time without further notice.

    3.08.        Manner of Acting. The act of the majority of the directors present at a meeting at which a quorum is present shall be the act of the Board of Directors, unless the act of a greater number is required by the Wisconsin Business Corporation Law or by the restated articles of incorporation or these by-laws.

    3.09.        Conduct of Meetings. The Chairman of the Board, and in his absence, the President, and in his absence, a Vice-President in the order provided under Section 4.06, and in their absence, any director chosen by the directors present, shall call meetings of the Board of Directors to order and shall act as chairman of the meeting. The Secretary of the corporation shall act as secretary of all meetings of the Board of Directors, but in the absence of the Secretary, the presiding officer may appoint any Assistant Secretary or any director or any other person present to act as secretary of the meeting. Minutes of any regular or special meeting of the Board of Directors shall be prepared and distributed to each director.

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    3.10.        Compensation. The Board of Directors, by affirmative vote of a majority of the directors then in office, and irrespective of any personal interest of any of its members, may establish reasonable compensation of all directors for services to the corporation as directors, officers or otherwise, or may delegate such authority to an appropriate committee. The Board of Directors also shall have authority to provide for or to delegate authority to an appropriate committee to provide for reasonable pensions, disability or death benefits, and other benefits or payments, to directors, officers and employees and to their estates, families, dependents or beneficiaries on account of prior services rendered by such directors, officers and employees to the corporation.

    3.11.        Presumption of Assent. A director of the corporation who is present at a meeting of the Board of Directors or a committee thereof of which he is a member at which action on any corporate matter is taken shall be presumed to have assented to the action taken unless any of the following occurs: (a) the director objects at the beginning of the meeting or promptly upon his arrival to holding the meeting or transacting business at the meeting; (b) the director’s dissent or abstention from the action taken is entered in the minutes of the meeting; or (c) the director delivers written notice that complies with the Wisconsin Business Corporation Law of his dissent or abstention to the presiding officer of the meeting before its adjournment or to the corporation immediately after adjournment of the meeting. Such right to dissent or abstain shall not apply to a director who voted in favor of such action.

    3.12.        Committees. The Board of Directors by resolution adopted by the affirmative vote of a majority of the number of directors set forth in Section 3.01 may create one or more committees, appoint members of the Board of Directors to serve on the committees and designate other members of the Board of Directors to serve as alternates. Alternate members of a committee shall take the place of any absent member or members at any meeting of such committee upon request of the President or upon request of the chairman of such meeting. Each committee shall have two or more members who shall, unless otherwise provided by the Board of Directors, serve at the pleasure of the Board of Directors. A committee may be authorized to exercise the authority of the Board of Directors, except that a committee may not do any of the following: (a) authorize distributions; (b) approve or propose to shareholders action that the Wisconsin Business Corporation Law requires to be approved by shareholders; (c) fill vacancies on the Board of Directors or, unless the Board of Directors provides by resolution that vacancies on a committee shall be filled by the affirmative vote of the remaining committee members, on any Board committee; (d) amend the corporation’s restated articles of incorporation; (e) adopt, amend or repeal by-laws; (f) approve a plan of merger not requiring shareholder approval; (g) authorize or approve reacquisition of shares, except according to a formula or method prescribed by the Board of Directors; and (h) authorize or approve the issuance or sale or contract for sale of shares, or determine the designation and relative rights, preferences and limitations of a class or series of shares, except that the Board of Directors may authorize a committee to do so within limits prescribed by the Board of Directors. Unless otherwise provided by the Board of Directors in creating the committee, a committee may employ counsel, accountants and other consultants to assist it in the exercise of its authority.

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    3.13.        Telephonic Meetings. Except as herein provided and notwithstanding any place set forth in the notice of the meeting or these by-laws, members of the Board of Directors (and any committee thereof) may participate in regular or special meetings by, or through the use of, any means of communication by which all participants may simultaneously hear each other, such as by conference telephone. If a meeting is conducted by such means, then at the commencement of such meeting the presiding officer shall inform the participating directors that a meeting is taking place at which official business may be transacted. Any participant in a meeting by such means shall be deemed present in person at such meeting. Notwithstanding the foregoing, no action may be taken at any meeting held by such means on any particular matter which the presiding officer determines, in his sole discretion, to be inappropriate under the circumstances for action at a meeting held by such means. Such determination shall be made and announced in advance of such meeting.

    3.14.        Unanimous Consent without Meeting. Any action required or permitted by the restated articles of incorporation or these by-laws or any provision of the Wisconsin Business Corporation Law to be taken by the Board of Directors (or any committee thereof) at a meeting may be taken without a meeting if a consent in writing, setting forth the action so taken, shall be signed by all members of the Board of Directors or of the committee, as the case may be, then in office. Such action shall be effective when the last director or committee member signs the consent, unless the consent specifies a different effective date.

ARTICLE IV. OFFICERS

    4.01.        Number. The principal officers of the corporation shall be a Chairman of the Board, a President, such number of Vice-Presidents as the Board of Directors shall elect from time to time by affirmative vote of a majority of the number of directors present at a meeting at which a quorum is in attendance, a Secretary, and a Treasurer, each of whom shall be elected by the Board of Directors. Such other officers and assistant officers as may be deemed necessary may be elected or appointed by the Board of Directors. The Board of Directors may also authorize any duly appointed officer to appoint one or more officers or assistant officers. Any two or more offices may be held by the same person.

    4.02.        Election and Term of Office. The officers of the corporation to be elected by the Board of Directors shall be elected annually by the Board of Directors at the first meeting of the Board of Directors held after each Annual Meeting. If the election of officers shall not be held at such meeting, such election shall be held as soon thereafter as conveniently may be. Each officer shall hold office until his successor shall have been duly elected or until his prior death, resignation or removal.

    4.03.        Removal; Vacancies. The Board of Directors may remove any officer and, unless restricted by the Board of Directors or these by-laws, an officer may remove any officer or assistant officer appointed by that officer, at any time, with or without cause and notwithstanding the contract rights, if any, of the officer removed. Election or appointment shall not of itself create contract rights. An officer may resign at any time by delivering notice to the corporation that complies with the Wisconsin Business Corporation Law. The resignation shall be effective when the notice is delivered, unless the notice specifies a later effective date and the corporation accepts the later effective date. A vacancy in any principal office because of death, resignation, removal, disqualification or otherwise, shall be filled by the Board of Directors for the unexpired portion of the term. If a resignation of an officer is effective at a later date as contemplated by this Section 4.03, the Board of Directors may fill the pending vacancy before the effective date if the Board provides that the successor may not take office until the effective date.

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    4.04.        Chairman of the Board. The Chairman of the Board shall, when present, preside at all meetings of the Board of Directors, and shall perform such other duties as may be prescribed by the Board of Directors from time to time.

    4.05.        President. The President shall be the principal executive officer of the corporation and, subject to the control of the Board of Directors, shall in general supervise and control all of the business and affairs of the corporation. He shall, when present, preside at all Annual Meetings and Special Meetings. He shall have authority, subject to such rules as may be prescribed by the Board of Directors, to appoint such agents and employees of the corporation as he shall deem necessary, to prescribe their powers, duties and compensation, and to delegate authority to them. Such agents and employees shall hold office at the discretion of the President. He shall have authority to sign, execute and acknowledge, on behalf of the corporation, all deeds, mortgages, bonds, stock certificates, contracts, leases, reports and all other documents or instruments necessary or proper to be executed in the course of the corporation’s regular business, or which shall be authorized by resolution of the Board of Directors; and, except as otherwise provided by law or the Board of Directors, he may authorize any Vice-President or other officer or agent of the corporation to sign, execute and acknowledge such documents or instruments in his place and stead. In general he shall perform all duties incident to the office of the President and such other duties as may be prescribed by the Board of Directors from time to time.

    4.06.        The Vice-Presidents. In the absence of the President or in the event of his death, inability or refusal to act, or in the event for any reason it shall be impracticable for the President to act personally, the Vice-President (or in the event there be more than one Vice-President, the Vice-Presidents in the order designated by the Board of Directors, or in the absence of any designation, then in the order of their election) shall perform the duties of the President, and when so acting, shall have all the powers of and be subject to all the restrictions upon the President. Any Vice-President may sign, with the Secretary or Assistant Secretary, certificates for shares of the corporation; and shall perform such other duties and have such authority as from time to time may be delegated or assigned to him by the President or by the Board of Directors. The execution of any instrument of the corporation by any Vice-President shall be conclusive evidence, as to third parties, of his authority to act in the stead of the President.

    4.07.        The Secretary. The Secretary shall: (a) keep the minutes of all Annual Meetings and Special Meetings and all meetings of the Board of Directors in one or more books provided for that purpose (including records of actions taken without a meeting); (b) see that all notices are duly given in accordance with the provisions of these by-laws or as required by the Wisconsin Business Corporation Law; (c) be custodian of the corporate records and of the seal of the corporation and see that the seal of the corporation is affixed to all documents the execution of which on behalf of the corporation under its seal is duly authorized; (d) maintain a record of the shareholders of the corporation, in the form that permits preparation of a list of the names and addresses of all shareholders, by class or series of shares and showing the number and class or series of shares held by each shareholder; (e) sign with the President, or a Vice-President, certificates for shares of the corporation, the issuance of which shall have been authorized by resolution of the Board of Directors; (f) have general charge of the stock transfer books of the corporation; and (g) in general perform all duties incident to the office of Secretary and have such other duties and exercise such authority as from time to time may be delegated or assigned to him by the President or by the Board of Directors.

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    4.08.        The Treasurer. The Treasurer shall: (a) have charge and custody of and be responsible for all funds and securities of the corporation; (b) maintain appropriate accounting records; (c) receive and give receipts for moneys due and payable to the corporation from any source whatsoever, and deposit all such moneys in the name of the corporation in such banks, trust companies or other depositaries as shall be selected in accordance with the provisions of Section 5.04; and (d) in general perform all of the duties incident to the office of Treasurer and have such other duties and exercise such other authority as from time to time may be delegated or assigned to him by the President or by the Board of Directors. If required by the Board of Directors, the Treasurer shall give a bond for the faithful discharge of his duties in such sum and with such surety or sureties as the Board of Directors shall determine.

    4.09.        Assistant Secretaries and Assistant Treasurers. There shall be such number of Assistant Secretaries and Assistant Treasurers as the Board of Directors may from time to time authorize. The Assistant Secretaries may sign with the President or a Vice-President certificates for shares of the corporation the issuance of which shall have been authorized by a resolution of the Board of Directors. The Assistant Treasurers shall respectively, if required by the Board of Directors, give bonds for the faithful discharge of their duties in such sums and with such sureties as the Board of Directors shall determine. The Assistant Secretaries and Assistant Treasurers, in general, shall perform such duties and have such authority as shall from time to time be delegated or assigned to them by the Secretary or the Treasurer, respectively, or by the President or the Board of Directors.

    4.10.        Other Assistants and Acting Officers. The Board of Directors shall have the power to appoint, or to authorize any duly appointed officer of the corporation to appoint, any person to act as assistant to any officer, or as agent for the corporation in his stead, or to perform the duties of such officer whenever for any reason it is impracticable for such officer to act personally, and such assistant or acting officer or other agent so appointed by the Board of Directors or the appointing officer shall have the power to perform all duties of the office to which he is so appointed to be assistant, or as to which he is so appointed to act, except as such power may be otherwise defined or restricted by the Board of Directors or the appointing officer.

    4.11.        Salaries. The salaries of the principal officers shall be fixed from time to time by the Board of Directors or by a duly authorized committee thereof, and no officer shall be prevented from receiving such salary by reason of the fact that he is also a director of the corporation.

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ARTICLE V. CONTRACTS, LOANS, CHECKS AND DEPOSITS; SPECIAL CORPORATE ACTS

    5.01.        Contracts. The Board of Directors may authorize any officer or officers, agent or agents, to enter into any contract or execute or deliver any instrument in the name of and on behalf of the corporation, and such authorization may be general or confined to specific instances. In the absence of other designation, all deeds, mortgages and instruments of assignment or pledge made by the corporation shall be executed in the name of the corporation by the President or one of the Vice-Presidents and by the Secretary, an Assistant Secretary, the Treasurer or an Assistant Treasurer; the Secretary or an Assistant Secretary, when necessary or required, shall affix the corporate seal thereto; and when so executed no other party to such instrument or any third party shall be required to make any inquiry into the authority of the signing officer or officers.

    5.02.        Loans. No indebtedness for borrowed money shall be contracted on behalf of the corporation and no evidences of such indebtedness shall be issued in its name unless authorized by or under the authority of a resolution of the Board of Directors. Such authorization may be general or confined to specific instances.

    5.03.        Checks, Drafts, etc. All checks, drafts or other orders for the payment of money, notes or other evidences of indebtedness issued in the name of the corporation, shall be signed by such officer or officers, agent or agents of the corporation and in such manner as shall from time to time be determined by or under the authority of a resolution of the Board of Directors.

    5.04.        Deposits. All funds of the corporation not otherwise employed shall be deposited from time to time to the credit of the corporation in such banks, trust companies or other depositaries as may be selected by or under the authority of a resolution of the Board of Directors.

    5.05.        Voting of Securities Owned by this Corporation. Subject always to the specific directions of the Board of Directors, (a) any shares or other securities issued by any other corporation and owned or controlled by this corporation may be voted at any meeting of security holders of such other corporation by the President of this corporation if he be present, or in his absence by any Vice-President of this corporation who may be present, and (b) whenever, in the judgment of the President, or in his absence, of any Vice-President, it is desirable for this corporation to execute a proxy or written consent in respect to any shares or other securities issued by any other corporation and owned by this corporation, such proxy or consent shall be executed in the name of this corporation by the President or one of the Vice-Presidents of this corporation, without necessity of any authorization by the Board of Directors, affixation of corporate seal or countersignature or attestation by another officer. Any person or persons designated in the manner above stated as the proxy or proxies of this corporation shall have full right, power and authority to vote the shares or other securities issued by such other corporation and owned by this corporation the same as such shares or other securities might be voted by this corporation.

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    5.06.        No Nominee Procedures. The corporation has not established, and nothing in these by-laws shall be deemed to establish, any procedure by which a beneficial owner of the corporation’s shares that are registered in the name of a nominee is recognized by the corporation as the shareholder under Section 180.0723 of the Wisconsin Business Corporation Law.

ARTICLE VI. CERTIFICATES FOR SHARES AND THEIR TRANSFER

    6.01.        Certificates for Shares. Certificates representing shares of the corporation shall be in such form, consistent with the Wisconsin Business Corporation Law, as shall be determined by the Board of Directors. Such certificates shall be signed by the President or a Vice-President and by the Secretary or an Assistant Secretary. All certificates for shares shall be consecutively numbered or otherwise identified. The name and address of the person to whom the shares represented thereby are issued, with the number of shares and date of issue, shall be entered on the stock transfer books of the corporation. All certificates surrendered to the corporation for transfer shall be cancelled and no new certificate shall be issued until the former certificate for a like number of shares shall have been surrendered and cancelled, except as provided in Section 6.06.

    6.02.        Facsimile Signatures and Seal. The seal of the corporation on any certificates for shares may be a facsimile. The signatures of the President or Vice-President and the Secretary or Assistant Secretary upon a certificate may be facsimiles if the certificate is countersigned by a transfer agent, or registered by a registrar, other than the corporation itself or an employee of the corporation.

    6.03.        Signature by Former Officers. In case any officer, who has signed or whose facsimile signature has been placed upon any certificate for shares, shall have ceased to be such officer before such certificate is issued, it may be issued by the corporation with the same effect as if he were such officer at the date of its issue.

    6.04.        Transfer of Shares. Prior to due presentment of a certificate for shares for registration of transfer the corporation may treat the registered owner of such shares as the person exclusively entitled to vote, to receive notifications and otherwise to exercise all the rights and powers of an owner. Where a certificate for shares is presented to the corporation with a request to register for transfer, the corporation shall not be liable to the owner or any other person suffering loss as a result of such registration of transfer if (a) there were on or with the certificate the necessary endorsements, and (b) the corporation had no duty to inquire into adverse claims or has discharged any such duty. The corporation may require reasonable assurance that said endorsements are genuine and effective and compliance with such other regulations as may be prescribed under the authority of the Board of Directors.

    6.05.        Restrictions on Transfer. The face or reverse side of each certificate representing shares shall bear a conspicuous notation of any restriction imposed by the corporation upon the transfer of such shares.

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    6.06.        Lost, Destroyed or Stolen Certificates. Where the owner claims that his certificate for shares has been lost, destroyed or wrongfully taken, a new certificate shall be issued in place thereof if the owner (a) so requests before the corporation has notice that such shares have been acquired by a bona fide purchaser, and (b) files with the corporation a sufficient indemnity bond, and (c) satisfies such other reasonable requirements as the Board of Directors may prescribe.

    6.07.        Consideration for Shares. The Board of Directors may authorize shares to be issued for consideration consisting of any tangible or intangible property or benefit to the corporation, including cash, promissory notes, services performed, contracts for services to be performed or other securities of the corporation. Before the corporation issues shares, the Board of Directors shall determine that the consideration received or to be received for the shares to be issued is adequate. In the absence of a resolution adopted by the Board of Directors expressly determining that the consideration received or to be received is adequate, Board approval of the issuance of the shares shall be deemed to constitute such a determination. The determination of the Board of Directors is conclusive insofar as the adequacy of consideration for the issuance of shares relates to whether the shares are validly issued, fully paid and nonassessable. The corporation may place in escrow shares issued in whole or in part for a contract for future services or benefits, a promissory note, or other property to be issued in the future, or make other arrangements to restrict the transfer of the shares, and may credit distributions in respect of the shares against their purchase price, until the services are performed, the benefits or property are received or the promissory note is paid. If the services are not performed, the benefits or property are not received or the promissory note is not paid, the corporation may cancel, in whole or in part, the shares escrowed or restricted and the distributions credited.

    6.08.        Stock Regulations. The Board of Directors shall have the power and authority to make all such further rules and regulations not inconsistent with the statutes of the State of Wisconsin as it may deem expedient concerning the issue, transfer and registration of certificates representing shares of the corporation.

ARTICLE VII. SEAL

    7.01.        The Board of Directors shall provide a corporate seal which shall be circular in form and shall have inscribed thereon the name of the corporation and the state of incorporation and the words, “Corporate Seal.”

ARTICLE VIII. AMENDMENTS

    8.01.        By Shareholders. The affirmative vote of shareholders possessing at least seventy-five percent of the voting power of the then outstanding shares of all classes of stock of the corporation generally possessing voting rights in elections of directors, considered for this purpose as one class, shall be required to amend, alter, change or repeal, or to adopt any provision inconsistent with, Sections 2.01 to 2.05 inclusive of Article II of these by-laws, Sections 8.01 to 8.03 inclusive of Article VIII of these by-laws and Sections 9.01 to 9.11 inclusive of Article IX of these by-laws. Subject to the foregoing and except as otherwise provided in the restated articles of incorporation of the corporation, the by-laws of this corporation may be altered, amended, changed or repealed by the affirmative vote of shareholders possessing at least a majority of the voting power of the shares of all classes of stock of the corporation generally possessing voting rights in elections of directors considered for this purpose as one class, which are present or represented at any Annual Meeting or Special Meeting at which a quorum is present.

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    8.02.        By Directors. A Requisite Vote (as defined herein) of the directors shall be required to alter, amend, change or repeal, or to adopt any provision inconsistent with, Sections 2.01 to 2.05 inclusive, Section 2.07 and Section 2.14 of Article II of these by-laws, Sections 8.01 to 8.03 inclusive of Article VIII of these by-laws and Sections 9.01 to 9.11 inclusive of Article IX of these by-laws. For purposes of this Section 8.02, “Requisite Vote” shall mean the affirmative vote of at least two-thirds of the directors then in office plus one director. Subject to the foregoing and except as otherwise provided in the restated articles of incorporation of the corporation, the by-laws of this corporation may be altered, amended, changed or repealed by the Board of Directors by the affirmative vote of a majority of the number of directors present at any meeting at which a quorum is present; provided, however, that the shareholders in altering, adopting, amending, changing or repealing a particular by-law may provide therein that the Board of Directors may not amend, repeal or readopt that by-law.

    8.03.        Implied Amendments. Any action taken or authorized by the shareholders or by the Board of Directors, which would be inconsistent with the by-laws then in effect but is taken or authorized by affirmative vote of not less than the number of votes or the number of directors required to amend the by-laws so that the by-laws would be consistent with such action, shall be given the same effect as though the by-laws had been temporarily amended or suspended so far, but only so far, as is necessary to permit the specific action so taken or authorized.

ARTICLE IX. INDEMNIFICATION

    9.01.        Certain Definitions. All capitalized terms used in this Article IX and not otherwise hereinafter defined in this Section 9.01 shall have the meaning set forth in Section 180.0850 of the Statute. The following capitalized terms (including any plural forms thereof) used in this Article IX shall be defined as follows:

    (a)        “Affiliate” shall include, without limitation, any corporation, partnership, joint venture, employee benefit plan, trust or other enterprise that directly or indirectly through one or more intermediaries, controls or is controlled by, or is under common control with, the Corporation.

    (b)        “Authority” shall mean the entity selected by the Director or Officer to determine his or her right to indemnification pursuant to Section 9.04.

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    (c)        “Board” shall mean the entire then elected and serving Board of Directors of the Corporation, including all members thereof who are Parties to the subject Proceeding or any related Proceeding.

    (d)        “Breach of Duty” shall mean the Director or Officer breached or failed to perform his or her duties to the Corporation and his or her breach of or failure to perform those duties is determined, in accordance with Section 9.04, to constitute misconduct under Section 180.0851(2)(a) l, 2, 3 or 4 of the Statute.

    (e)        “Corporation,” as used herein and as defined in the Statute and incorporated by reference into the definitions of certain other capitalized terms used herein, shall mean this Corporation, including, without limitation, any successor corporation or entity to this Corporation by way of merger, consolidation or acquisition of all or substantially all of the capital stock or assets of this Corporation.

    (f)        “Director or Officer” shall have the meaning set forth in the Statute; provided, that, for purposes of this Article IX, it shall be conclusively presumed that any Director or Officer serving as a director, officer, partner, trustee, member of any governing or decision-making committee, employee or agent of an Affiliate shall be so serving at the request of the Corporation.

    (g)        “Disinterested Quorum” shall mean a quorum of the Board who are not Parties to the subject Proceeding or any related Proceeding.

    (h)        “Party” shall have the meaning set forth in the Statute; provided, that, for purposes of this Article IX, the term “Party” shall also include any Director or Officer or employee of the Corporation who is or was a witness in a Proceeding at a time when he or she has not otherwise been formally named a Party thereto.

    (i)        “Proceeding” shall have the meaning set forth in the Statute; provided, that, in accordance with Section 180.0859 of the Statute and for purposes of this Article IX, the term “Proceeding” shall also include all Proceedings (i) brought under (in whole or in part) the Securities Act of 1933, as amended, the Exchange Act, their respective state counterparts, and/or any rule or regulation promulgated under any of the foregoing; (ii) brought before an Authority or otherwise to enforce rights hereunder; (iii) any appeal from a Proceeding; and (iv) any Proceeding in which the Director or Officer is a plaintiff or petitioner because he or she is a Director or Officer; provided, however, that any such Proceeding under this subsection (iv) must be authorized by a majority vote of a Disinterested Quorum.

    (j)        “Statute” shall mean Sections 180.0850 through 180.0859, inclusive, of the Wisconsin Business Corporation Law, Chapter 180 of the Wisconsin Statutes, as the same shall then be in effect, including any amendments thereto, but, in the case of any such amendment, only to the extent such amendment permits or requires the Corporation to provide broader indemnification rights than the Statute permitted or required the Corporation to provide prior to such amendment.

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    9.02.        Mandatory Indemnification. To the fullest extent permitted or required by the Statute, the Corporation shall indemnify a Director or Officer against all Liabilities incurred by or on behalf of such Director or Officer in connection with a Proceeding in which the Director or Officer is a Party because he or she is a Director or Officer.

    9.03.        Procedural Requirements.

    (a)        A Director or Officer who seeks indemnification under Section 9.02 shall make a written request therefor to the Corporation. Subject to Section 9.03(b), within 60 days of the Corporation’s receipt of such request, the Corporation shall pay or reimburse the Director or Officer for the entire amount of Liabilities incurred by the Director or Officer in connection with the subject Proceeding (net of any Expenses previously advanced pursuant to Section 9.05).

    (b)        No indemnification shall be required to be paid by the Corporation pursuant to Section 9.02 if, within such 60-day period, (i) a Disinterested Quorum, by a majority vote thereof, determines that the Director or Officer requesting indemnification engaged in misconduct constituting a Breach of Duty or (ii) a Disinterested Quorum cannot be obtained.

    (c)        In either case of nonpayment pursuant to Section 9.03(b), the Board shall immediately authorize by resolution that an Authority, as provided in Section 9.04, determine whether the Director’s or Officer’s conduct constituted a Breach of Duty and, therefore, whether indemnification should be denied hereunder.

    (d)        (i) If the Board does not authorize an Authority to determine the Director’s or Officer’s right to indemnification hereunder within such 60-day period and/or (ii) if indemnification of the requested amount of Liabilities is paid by the Corporation, then it shall be conclusively presumed for all purposes that a Disinterested Quorum has affirmatively determined that the Director or Officer did not engage in misconduct constituting a Breach of Duty and, in the case of subsection (i) above (but not subsection (ii)), indemnification by the Corporation of the requested amount of Liabilities shall be paid to the Director or Officer immediately.

    9.04.        Determination of Indemnification.

    (a)        If the Board authorizes an Authority to determine a Director’s or Officer’s right to indemnification pursuant to Section 9.03, then the Director or Officer requesting indemnification shall have the absolute discretionary authority to select one of the following as such Authority:

    (i)        An independent legal counsel; provided, that such counsel shall be mutually selected by such Director or Officer and by a majority vote of a Disinterested Quorum or, if a Disinterested Quorum cannot be obtained, then by a majority vote of the Board;

    (ii)        A panel of three arbitrators selected from the panels of arbitrators of the American Arbitration Association in Wisconsin; provided, that (A) one arbitrator shall be selected by such Director or Officer, the second arbitrator shall be selected by a majority vote of a Disinterested Quorum or, if a Disinterested Quorum cannot be obtained, then by a majority vote of the Board, and the third arbitrator shall be selected by the two previously selected arbitrators, and (B) in all other respects, such panel shall be governed by the American Arbitration Association’s then existing Commercial Arbitration Rules; or

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    (iii)        A court pursuant to and in accordance with Section 180.0854 of the Statute.

    (b)        In any such determination by the selected Authority there shall exist a rebuttable presumption that the Director’s or Officer’s conduct did not constitute a Breach of Duty and that indemnification against the requested amount of Liabilities is required. The burden of rebutting such a presumption by clear and convincing evidence shall be on the Corporation or such other party asserting that such indemnification should not be allowed.

    (c)        The Authority shall make its determination within 60 days of being selected and shall submit a written opinion of its conclusion simultaneously to both the Corporation and the Director or Officer.

    (d)        If the Authority determines that indemnification is required hereunder, the Corporation shall pay the entire requested amount of Liabilities (net of any Expenses previously advanced pursuant to Section 9.05), including interest thereon at a reasonable rate, as determined by the Authority, within 10 days of receipt of the Authority’s opinion; provided, that, if it is determined by the Authority that a Director or Officer is entitled to indemnification against Liabilities incurred in connection with some claims, issues or matters, but not as to other claims, issues or matters, involved in the subject Proceeding, the Corporation shall be required to pay (as set forth above) only the amount of such requested Liabilities as the Authority shall deem appropriate in light of all of the circumstances of such Proceeding.

    (e)       The determination by the Authority that indemnification is required hereunder shall be binding upon the Corporation regardless of any prior determination that the Director or Officer engaged in a Breach of Duty.

    (f)       All Expenses incurred in the determination process under this Section 9.04 by either the Corporation or the Director or Officer, including, without limitation, all Expenses of the selected Authority, shall be paid by the Corporation.

    9.05.        Mandatory Allowance of Expenses.

    (a)        The Corporation shall pay or reimburse from time to time or at any time, within 10 days after the receipt of the Director’s or Officer’s written request therefor, the reasonable Expenses of the Director or Officer as such Expenses are incurred; provided, the following conditions are satisfied:

    (i)        The Director or Officer furnishes to the Corporation an executed written certificate affirming his or her good faith belief that he or she has not engaged in misconduct which constitutes a Breach of Duty; and

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    (ii)        The Director or Officer furnishes to the Corporation an unsecured executed written agreement to repay any advances made under this Section 9.05 if it is ultimately determined by an Authority that he or she is not entitled to be indemnified by the Corporation for such Expenses pursuant to Section 9.04.

    (b)       If the Director or Officer must repay any previously advanced Expenses pursuant to this Section 9.05, such Director or Officer shall not be required to pay interest on such amounts.

    9.06.        Indemnification and Allowance of Expenses of Certain Others.

    (a)        The Board may, in its sole and absolute discretion as it deems appropriate, pursuant to a majority vote thereof, indemnify a director or officer of an Affiliate (who is not otherwise serving as a Director or Officer) against all Liabilities, and shall advance the reasonable Expenses, incurred by such director or officer in a Proceeding to the same extent hereunder as if such director or officer incurred such Liabilities because he or she was a Director or Officer, if such director or officer is a Party thereto because he or she is or was a director or officer of the Affiliate.

    (b)        The Corporation shall indemnify an employee of the Corporation who is not a Director or Officer, to the extent he or she has been successful on the merits or otherwise in defense of a Proceeding, for all reasonable Expenses incurred in the Proceeding if the employee was a Party because he or she was an employee of the Corporation.

    (c)        The Board may, in its sole and absolute discretion as it deems appropriate, pursuant to a majority vote thereof, indemnify (to the extent not otherwise provided in Section 9.06(b) hereof) against Liabilities incurred by, and/or provide for the allowance of reasonable Expenses of, an employee or authorized agent of the Corporation acting within the scope of his or her duties as such and who is not otherwise a Director or Officer.

    9.07.       ; Insurance. The Corporation may purchase and maintain insurance on behalf of a Director or Officer or any individual who is or was an employee or authorized agent of the Corporation against any Liability asserted against or incurred by such individual in his or her capacity as such or arising from his or her status as such, regardless of whether the Corporation is required or permitted to indemnify against any such Liability under this Article IX.

    9.08.        Notice to the Corporation. A Director, Officer or employee of the Corporation shall promptly notify the Corporation in writing when he or she has actual knowledge of a Proceeding which may result in a claim of indemnification against Liabilities or allowance of Expenses hereunder, but the failure to do so shall not relieve the Corporation of any liability to the Director, Officer or employee hereunder unless the Corporation shall have been irreparably prejudiced by such failure (as determined, in the case of Directors or Officers only, by an Authority selected pursuant to Section 9.04(a)).

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    9.09.        Severability. If any provision of this Article IX shall be deemed invalid or inoperative, or if a court of competent jurisdiction determines that any of the provisions of this Article IX contravene public policy, this Article IX shall be construed so that the remaining provisions shall not be affected, but shall remain in full force and effect, and any such provisions which are invalid or inoperative or which contravene public policy shall be deemed, without further action or deed by or on behalf of the Corporation, to be modified, amended and/or limited, but only to the extent necessary to render the same valid and enforceable; it being understood that it is the Corporation’s intention to provide the Directors and Officers with the broadest possible protection against personal liability allowable under the Statute.

    9.10.        Nonexclusivity of Article IX. The rights of a Director, Officer or employee of the Corporation (or any other person) granted under this Article IX shall not be deemed exclusive of any other rights to indemnification against Liabilities or allowance of Expenses which the Director, Officer or employee (or such other person) may be entitled to under any written agreement, Board resolution, vote of shareholders of the corporation or otherwise, including, without limitation, under the Statute. Nothing contained in this Article IX shall be deemed to limit the Corporation’s obligations to indemnify against Liabilities or allow Expenses to a Director, Officer or employee of the Corporation under the Statute.

    9.11.        Contractual Nature of Article IX; Repeal or Limitation of Rights. This Article IX shall be deemed to be a contract between the Corporation and each Director, Officer and employee of the Corporation and any repeal or other limitation of this Article IX or any repeal or limitation of the Statute or any other applicable law shall not limit any rights of indemnification against Liabilities or allowance of Expenses then existing or arising out of events, acts or omissions occurring prior to such repeal or limitation, including, without limitation, the right to indemnification against Liabilities or allowance of Expenses for Proceedings commenced after such repeal or limitation to enforce this Article IX with regard to acts, omissions or events arising prior to such repeal or limitation.

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EX-3.3

Section 3.01 of the Restated Bylaws of Gehl Company shall be revised to read as follows:

“3.01.       General Powers and Number. All corporate powers shall be exercised by or under the authority of, and the business and affairs of the corporation shall be managed under the direction of its Board of Directors. The number of directors of the corporation shall be eight (8) divided into three (3) classes: Class I — three (3) directors; Class II — three (3) directors; Class III — two (2) directors.”

EX-4.13

TWELFTH AMENDMENT
to
AMENDED AND RESTATED LOAN AND SECURITY AGREEMENT

        This TWELFTH AMENDMENT to AMENDED AND RESTATED LOAN AND SECURITY AGREEMENT (this “Amendment”) is entered into as of October 17, 2002, by and among GEHL COMPANY, GEHL POWER PRODUCTS, INC., COMPACT EQUIPMENT ATTACHMENTS, INC., HEDLUND MARTIN, INC., and MUSTANG MANUFACTURING COMPANY, INC. (separately and collectively, “Borrower”) and DEUTSCHE FINANCIAL SERVICES CORPORATION and DEUTSCHE FINANCIAL SERVICES CANADA CORPORATION (separately and collectively, “Lender”).

Recitals:

A. Borrower and Lender (or their respective predecessors in interest) are party to that Amended and Restated Loan and Security Agreement dated as of October 1, 1994 (as it has been and may be further amended, restated, extended, renewed, replaced, or otherwise modified from time to time, the “Loan Agreement”).

B. Borrower and Lender desire to amend the Loan Agreement on the terms and conditions set forth herein

Amendment

Therefore, in consideration of the mutual agreements herein and other sufficient consideration, the receipt of which is hereby acknowledged, Borrower and Lender hereby amend the Loan Agreement as follows:

1.    Definitions.  Capitalized terms used and not otherwise defined herein have the meanings given them in the Loan Agreement. All references to the “Agreement” in the Loan Agreement and in this Amendment shall be deemed to be references to the Loan Agreement as it is amended hereby and as it may be further amended, restated, extended, renewed, replaced, or otherwise modified from time to time.

2.    Conditions to Effectiveness of Amendment  This Amendment shall become effective as of the date first above written if this Amendment has been duly executed by all parties hereto.

3.     Amendments to Loan Agreement.  The Loan Agreement is hereby amended as follows:

        3.1.    New Definitions.  Section 1.1 is amended by inserting the following new terms and definitions in proper alphabetical order:

“Letter of Credit”: any standby or commercial (documentary) letter of credit issued by Letter of Credit Issuer for the account of Gehl Company.

“Letter of Credit Exposure”: the undrawn amount of all outstanding Letters of Credit plus all amounts drawn on such Letters of Credit and not yet reimbursed by Gehl Company.

"Letter of Credit Issuer": Deutsche Bank, N.A., or such other financial institution acceptable to DFS in its sole and absolute discretion.

        3.2.    Modified Definitions.  

                3.2.1.      The definition of “Obligations” in Section 1.1 is amended by inserting the words “reimbursement obligations of Gehl Company to the Letter of Credit Issuer or DFS with respect to the Letter of Credit Exposure, obligations under any reimbursement agreement between Gehl Company and the Letter of Credit Issuer or DFS,” after the word “loans”.

                3.2.2.      The definition of “Other Agreements” in Section 1.1 is amended by inserting the words “reimbursement agreements, letter of credit applications, or similar agreements between Gehl Company and the Letter of Credit Issuer or DFS executed in connection with any Letter of Credit,” after the word “contracts”.

        3.3.    Letters of Credit.  The following new Section is inserted at the end of the Loan Agreement as Section 11:

        11. LETTERS OF CREDIT

11.1        DFS has previously arranged, and in the future may, in its sole and absolute discretion, arrange for the issuance of Letters of Credit by Letter of Credit Issuer for the account of Gehl Company from time to time so long as the U.S. Line has not been terminated, but only in connection with transactions satisfactory to DFS and only if as a result of such issuance the sum of the Letter of Credit Exposure and the balance of the U.S. Loan will not exceed the amount available under the U.S. Line. DFS shall be under no obligation to do so and makes no commitment to do so. The expiration date of any Letter of Credit will be a date which is prior to the Maturity Date and satisfactory to DFS in its sole and absolute discretion.

11.2        Notwithstanding anything to the contrary in this Agreement or in the Other Agreements, DFS will at all times deduct from the amount otherwise available to be borrowed under the U.S. Line the amount of the Letter of Credit Exposure. Gehl Company agrees that for purposes of determining loan availability and over-advance positions, the Letter of Credit Exposure shall for all purposes be treated as having been advanced under the U.S. Line.

11.3        The unreimbursed amount of each draw on a Letter of Credit shall bear interest at a rate per annum equal to the rate applicable to the U.S. Loan.

11.4        Gehl Company shall pay to DFS all fees charged by DFS and Letter of Credit Issuer with respect to each Letter of Credit. DFS will confirm the amount of such fees in writing (or by electronic mail) prior to the issuance of such Letter of Credit. Gehl Company shall pay to DFS all of DFS’ and Letter of Credit Issuer’s other customary fees for issuance, amendment, or renewal of a Letter of Credit and for each negotiation of a draft drawn under such Letter of Credit.

11.5        Gehl Company hereby unconditionally agrees to immediately pay to DFS, without demand, at DFS’ address all amounts required to pay all drafts drawn under Letters of Credit issued for the account of Gehl Company and all reasonable expenses incurred by DFS and Letter of Credit Issuer in connection with such Letters of Credit and in any event to remit to DFS sufficient funds to pay all debts and liabilities arising under any Letter of Credit issued for the account of Gehl Company. Gehl Company hereby authorizes DFS to make an advance under the U.S. Line, the Canadian Line, the Supplemental Line of Credit, or any other credit facility between Gehl Company and DFS (at DFS’ option) to immediately pay such amount, even if such advance would cause an over-advance position under such line or facility.

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11.6        Gehl Company may request the issuance of a Letter of Credit by submitting an issuance request to DFS and executing the letter of credit application, reimbursement agreement, and/or other documentation required by DFS (and satisfactory to DFS) no less than five Business Days prior to the requested issue date for such Letter of Credit (unless other arrangements satisfactory to DFS are made). Each request for a Letter of Credit shall constitute a certification by Gehl Company that (i) there is no Default which has occurred and is continuing, and (ii) the representations and warranties herein and in the Other Agreements are true as if made on the date of such request.

11.7        The issuance of any Letter of Credit shall be at DFS’ sole and absolute discretion. DFS shall be under no obligation to issue any Letter of Credit. Without limiting DFS’ discretion to refuse to issue any Letter of Credit, DFS will not arrange for Letter of Credit Issuer to issue any Letter of Credit if any order, judgment or decree of any governmental authority shall exist which purports by its terms to enjoin or restrain Letter of Credit Issuer from issuing such Letter of Credit, or if any law or request or directive (whether or not having the force of law) from any governmental authority with jurisdiction over DFS or Letter of Credit Issuer shall exist which prohibits, or requests that DFS or Letter of Credit Issuer refrain from, the issuance of letters of credit generally or such Letter of Credit in particular, or imposes upon DFS or Letter of Credit Issuer with respect to such Letter of Credit any restriction or reserve or capital requirement.

11.8        Gehl Company assumes all risks of the acts or omissions of any beneficiary of any of the Letters of Credit. Neither DFS, Letter of Credit Issuer, nor any of their directors, officers, employees, agents, or representatives shall be liable or responsible for: (a) the use which may be made of any of the Letters of Credit or for any acts or omissions of beneficiary in connection therewith; (b) the validity, sufficiency or genuineness of documents, or of any endorsement(s) thereon, even if such documents should in fact prove to be in any or all respects invalid, insufficient, fraudulent or forged; (c) payment by DFS or Letter of Credit Issuer against presentation of documents which, on their face, appear to comply with the terms of any Letter of Credit, even though such documents may fail to bear any reference or adequate reference to any such Letter of Credit; or (d) any other circumstances whatsoever in making or failing to make payment under any Letter of Credit in connection with which DFS or Letter of Credit Issuer would, pursuant to the Uniform Customs and Practices for Documentary Credits (1993 Revision), International Chamber of Commerce Publication No. 500 (as amended from time to time) or the International Standby Practices (ISP98), be absolved from liability. In furtherance and not in limitation of the foregoing, DFS and Letter of Credit Issuer may accept documents that appear on their face to be in order, without responsibility for further investigation, regardless of any notice or information to the contrary. The provisions of this Section 11.8 shall survive termination of the U.S. Line, the Canadian Line, the Supplemental Line of Credit, the expiration of the Letters of Credit and the indefeasible full payment and satisfaction of all of the Obligations.

11.9        Notwithstanding anything to the contrary in this Agreement or in any of the Other Agreements, all representations and warranties of Gehl Company in this Agreement and the Other Agreements shall survive, Gehl Company shall comply with all covenants applicable to Gehl Company under this Agreement and the Other Agreements, the security interests granted by Gehl Company to DFS will not be released, the powers of attorney granted by Gehl Company to DFS under this Agreement and the Other Agreements may not be terminated or revoked, and Gehl Company may not terminate this Agreement or any of the Other Agreements until all Letters of Credit have expired and the Obligations have been indefeasibly paid in full in cash, and DFS has no further obligation to extend credit to or for the account of Gehl Company.

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11.10        All security interests previously or hereafter granted by Gehl Company to DFS shall also secure Gehl Company’s reimbursement obligations under all Letters of Credit.

4.     Effect of Amendment.  The execution, delivery and effectiveness of this Amendment shall not operate as a waiver of any right, power or remedy of Lender under the Loan Agreement or any of the Other Agreements, nor constitute a waiver of any provision of the Loan Agreement, any of the Other Agreements or any existing Default, nor act as a release or subordination of the security interests of Lender. Each reference in the Loan Agreement to “the Agreement”, “hereunder”, “hereof”, “herein”, or words of like import, shall be read as referring to the Loan Agreement as amended by this Amendment.

5.     Representations and Warranties.  Borrower hereby represents and warrants to Lender as of the date hereof that (i) this Amendment has been duly authorized by Borrower’s Board of Directors pursuant to authority duly granted by Borrower’s Board of Directors, (ii) no consents are necessary from any third parties for Borrower’s execution, delivery or performance of this Amendment which have not been obtained, (iii) this Amendment constitutes the legal, valid and binding obligation of Borrower enforceable against Borrower in accordance with its terms except as the enforcement thereof may be limited by bankruptcy, insolvency or other laws related to creditors rights generally or by the application of equity principles, (iv) all of the representations and warranties contained in the Loan Agreement are true and correct in all material respects with the same force and effect as if made on and as of the date of this Amendment, except that with respect to the representations and warranties made regarding financial data in the Loan Agreement, such representations and warranties are hereby made with respect to the most recent financial statements and the other financial data (in the form required by the Loan Agreement) delivered by Borrower to Lender, and (v) there exists no Default under the Loan Agreement.

6.     Reaffirmation.  Borrower hereby acknowledges and confirms that (i) the Other Agreements remain in full force and effect, (ii) the Loan Agreement is in full force and effect, (iii) Borrower has no defenses to its obligations under the Loan Agreement and the Other Agreements, (iv) the security interests of Lender secure all the Obligations under the Loan Agreement as amended by this Amendment and the Other Agreements, continue in full force and effect and have the same priority as before this Amendment, and (v) Borrower has no claim against Lender arising from or in connection with the Loan Agreement or the Other Agreements.

7.     Governing Law.  This Amendment has been executed and delivered in St. Louis, Missouri, and shall be governed by and construed under the laws of the State of Missouri without giving effect to choice or conflicts of law principles thereunder.

8.     Section Titles.  The section titles in this Amendment are for convenience of reference only and shall not be construed so as to modify any provisions of this Amendment.

9.     Counterparts; Facsimile Transmissions.  This Amendment may be executed in one or more counterparts and on separate counterparts, each of which shall be deemed an original, but all of which together shall constitute one and the same instrument. Signatures to this Amendment may be given by facsimile or other electronic transmission, and such signatures shall be fully binding on the party sending the same.

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10.     Incorporation By Reference.  Borrower and Lender hereby agree that all of the terms of the Loan Agreement and the Other Agreements are incorporated in and made a part of this Amendment by this reference.

11.     Statutory Notice.  The following notice is given pursuant to Section 432.045 of the Missouri Revised Statutes; nothing contained in such notice will be deemed to limit or modify the terms of the Loan Agreement and the Other Agreements or this Amendment:

ORAL AGREEMENTS OR COMMITMENTS TO LOAN MONEY, EXTEND CREDIT OR TO FORBEAR FROM ENFORCING REPAYMENT OF A DEBT INCLUDING PROMISES TO EXTEND OR RENEW SUCH DEBT ARE NOT ENFORCEABLE. TO PROTECT YOU (BORROWER(S)) AND US (CREDITOR) FROM MISUNDERSTANDING OR DISAPPOINTMENT, ANY AGREEMENTS WE REACH COVERING SUCH MATTERS ARE CONTAINED IN THIS WRITING, WHICH IS THE COMPLETE AND EXCLUSIVE STATEMENT OF THE AGREEMENT BETWEEN US, EXCEPT AS WE MAY LATER AGREE IN WRITING TO MODIFY IT.

BORROWER AND LENDER HEREBY AFFIRM THAT THERE IS NO UNWRITTEN ORAL CREDIT AGREEMENT BETWEEN BORROWER AND LENDER WITH RESPECT TO THE SUBJECT MATTER OF THIS AMENDMENT.

[signature pages follow]

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        IN WITNESS WHEREOF, this Amendment has been duly executed as of the date first above written.

GEHL COMPANY

By: /s/ Kenneth P. Hahn
Name: Kenneth P. Hahn
Title: Vice President

GEHL POWER PRODUCTS, INC.

By: /s/ Kenneth P. Hahn
Name: Kenneth P. Hahn
Title: Vice President

COMPACT EQUIPMENT ATTACHMENTS, INC.

By: /s/ Kenneth P. Hahn
Name: Kenneth P. Hahn
Title: Vice President

HEDLUND MARTIN, INC.

By: /s/ Kenneth P. Hahn
Name: Kenneth P. Hahn
Title: Vice President

MUSTANG MANUFACTURING COMPANY, INC.

By: /s/ Kenneth P. Hahn
Name: Kenneth P. Hahn
Title: Vice President

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DEUTSCHE FINANCIAL SERVICES CORPORATION

By: /s/ J. Kinenon
Name: J. Kinkenon
Title: Vice President

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DEUTSCHE FINANCIAL SERVICES CANADA CORPORATION

By: /s/ Graham McAusland
Name: Graham McAusland
Title: Credit Manager

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EX-21

        The following are wholly-owned subsidiaries of Gehl Company (with location of incorporation):

• Compact Equipment Attachments, Inc.
(Wisconsin), trade styles: CEA and CE Attachments

• Gehl Europe (Germany)

• Gehl Power Products, Inc.
(South Dakota)

• Mustang Manufacturing Company, Inc.
(Minnesota), trade style: Mustang

EX-23

CONSENT OF INDEPENDENT ACCOUNTANTS

We hereby consent to the incorporation by reference in the Registration Statements listed below of Gehl Company of our report dated February 20, 2004 relating to the financial statements and financial statement schedule, which appears in this Form 10-K.

1. Registration Statement on Form S-8 (Registration No. 333-02195)

2. Registration Statement on Form S-8 (Registration No. 333-04017)

3. Registration Statement on Form S-8 (Registration No. 333-36102)

/s/ Pricewaterhouse Coopers LLP

PricewaterhouseCoopers LLP
Milwaukee, Wisconsin
March 4, 2004

EX-31.1

Exhibit 31.1

I, William D. Gehl, Chairman of the Board and Chief Executive Officer of Gehl Company, certify that:

    1.        I have reviewed this annual report on Form 10-K of Gehl Company;

    2.        Based on my knowledge, this annual report does not contain any untrue statement of a material fact or omit to state a material fact necessary to make the statements made, in light of the circumstances under which such statements were made, not misleading with respect to the period covered by this report;

    3.        Based on my knowledge, the financial statements, and other financial information included in this report, fairly present in all material respects the financial condition, results of operations and cash flows of the registrant as of, and for, the periods presented in this report;

    4.        The registrant’s other certifying officer and I are responsible for establishing and maintaining disclosure controls and procedures (as defined in Exchange Act Rules 13a-15(e) and 15d-15(e)) for the registrant and we have:

    (a)        designed such disclosure controls and procedures, or caused such disclosure controls and procedures to be designed under our supervision, to ensure that material information relating to the registrant, including its consolidated subsidiaries, is made known to us by others within those entities, particularly during the period in which this report is being prepared;

    (b)        evaluated the effectiveness of the registrant’s disclosure controls and procedures and presented in this report our conclusions about the effectiveness of the disclosure controls and procedures, as of the end of the period covered by this report based on such evaluation; and

    (c)        disclosed in this report any change in the registrant’s internal control over financial reporting that occurred during the registrant’s most recent fiscal quarter (the registrants’ fourth fiscal quarter in the case of an annual report) that has materially affected, or is reasonably likely to materially affect, the registrant’s internal control over financial reporting; and

    5.        The registrant’s other certifying officer and I have disclosed, based on our most recent evaluation of internal control over financial reporting, to the registrant’s auditors and the audit committee of registrant’s board of directors (or persons performing the equivalent functions):

    (a)        all significant deficiencies and material weaknesses in the design or operation of internal control over financial reporting which are reasonably likely to adversely affect the registrant’s ability to record, process, summarize and report financial information; and

    (b)        any fraud, whether or not material, that involves management or other employees who have a significant role in the registrant’s internal control over financial reporting.

Date:  March 4, 2004	/s/ William D. Gehl
	William D. Gehl
	Chairman of the Board
	and Chief Executive Officer
	(Principal Executive Officer)

EX-31.2

Exhibit 31.2

I, Kenneth P. Hahn, Vice President of Finance and Chief Financial Officer of Gehl Company, certify that:

    1.        I have reviewed this annual report on Form 10-K of Gehl Company;

    2.        Based on my knowledge, this annual report does not contain any untrue statement of a material fact or omit to state a material fact necessary to make the statements made, in light of the circumstances under which such statements were made, not misleading with respect to the period covered by this report;

    3.        Based on my knowledge, the financial statements, and other financial information included in this report, fairly present in all material respects the financial condition, results of operations and cash flows of the registrant as of, and for, the periods presented in this report;

    4.        The registrant’s other certifying officer and I are responsible for establishing and maintaining disclosure controls and procedures (as defined in Exchange Act Rules 13a-15(e) and 15d-15(e)) for the registrant and we have:

    (a)        designed such disclosure controls and procedures, or caused such disclosure controls and procedures to be designed under our supervision, to ensure that material information relating to the registrant, including its consolidated subsidiaries, is made known to us by others within those entities, particularly during the period in which this report is being prepared;

    (b)        evaluated the effectiveness of the registrant’s disclosure controls and procedures and presented in this report our conclusions about the effectiveness of the disclosure controls and procedures, as of the end of the period covered by this report based on such evaluation; and

    (c)        disclosed in this report any change in the registrant’s internal control over financial reporting that occurred during the registrant’s most recent fiscal quarter (the registrants’ fourth fiscal quarter in the case of an annual report) that has materially affected, or is reasonably likely to materially affect, the registrant’s internal control over financial reporting; and

    5.        The registrant’s other certifying officer and I have disclosed, based on our most recent evaluation of internal control over financial reporting, to the registrant’s auditors and the audit committee of registrant’s board of directors (or persons performing the equivalent functions):

    (a)        all significant deficiencies and material weaknesses in the design or operation of internal control over financial reporting which are reasonably likely to adversely affect the registrant’s ability to record, process, summarize and report financial information; and

    (b)        any fraud, whether or not material, that involves management or other employees who have a significant role in the registrant’s internal control over financial reporting.

Date:  March 4, 2004	/s/ Kenneth P. Hahn
	Kenneth P. Hahn
	Vice President of Finance and
	Chief Financial Officer
	(Principal Financial Officer)

EX-32.1

EXHIBIT 32.1

CERTIFICATION OF PERIODIC FINANCIAL REPORTS

Solely for the purposes of complying with Section 906 of the Sarbanes-Oxley Act of 2002, we, William D. Gehl, Chairman of the Board of Directors and Chief Executive Officer, and Kenneth P. Hahn, Vice President of Finance and Chief Financial Officer, of Gehl Company, certify, based on our knowledge, that:

(1) the Annual Report on Form 10-K for the year ended December 31, 2003 (the “Annual Report”) to which this statement is an exhibit fully complies with the requirements of Section 13(a) or 15(d) of the Securities Exchange Act of 1934 (15 U.S.C. 78m or 78o(d)) and

(2) information contained in the Annual Report fairly presents, in all material respects, the financial condition and results of operations of Gehl Company.

Dated: March 4, 2004

/s/ William D. Gehl

William D. Gehl

/s/ Kenneth P. Hahn

Kenneth P. Hahn