S-8

As filed with the Securities and Exchange Commission on May 19, 2006

Registration No. 333-_____

UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549

FORM S-8
REGISTRATION STATEMENT
Under
THE SECURITIES ACT OF 1933

Gehl Company

(Exact name of registrant as specified in its charter)

Wisconsin	39-0300430
(State or other jurisdiction	(I.R.S. Employer
of incorporation or organization)	Identification No.)
143 Water Street
West Bend, Wisconsin	53095
(Address of principal executive offices)	(Zip Code)

Gehl Company 2004 Equity Incentive Plan, as Amended

(Full title of the plan)

Michael J. Mulcahy
Vice President, Secretary
and General Counsel
Gehl Company	Copy to:
143 Water Street
West Bend, Wisconsin 53095	Jay O. Rothman
(262) 334-9461	Foley & Lardner LLP
(Name, address and telephone number, including area	777 East Wisconsin Avenue
code, of agent for service)	Milwaukee, Wisconsin 53202

CALCULATION OF REGISTRATION FEE
Title of Securities to be Registered	Amount to be Registered(1)	Proposed Maximum Offering Price Per Share(2)	Proposed Maximum Aggregate Offering Price(2)	Amount of Registration Fee
Common Stock,
$.10 par value, with
attached Preferred Share	325,000
Purchase Rights	shares	$30.56	$9,932,000	$1,062.73

(1) Each share of Gehl Company Common Stock has attached thereto one Preferred Share Purchase Right.

(2) Estimated pursuant to Rule 457(c) under the Securities Act of 1933 solely for the purpose of calculating the registration fee based on the average of the high and low prices for Gehl Company Common Stock as reported on The Nasdaq Stock Market on May 16, 2006. The value attributable to the Preferred Share Purchase Rights is reflected in the price of the Common Stock to which the rights are attached.

PART I

INFORMATION REQUIRED IN THE SECTION 10(a) PROSPECTUS

        The document or documents containing the information specified in Part I are not required to be filed with the Securities and Exchange Commission (the “Commission”) as part of this Form S-8 Registration Statement.

PART II

INFORMATION REQUIRED IN THE REGISTRATION STATEMENT

Item 3. Incorporation of Documents by Reference

        The following documents filed with the Commission by Gehl Company (the “Company”) are hereby incorporated herein by reference:

        1.     The Company’s Annual Report on Form 10-K for the year ended December 31, 2005.

        2.     The Company’s Quarterly Report on Form 10-Q for the quarter ended March 31, 2006.

        3.     The Company’s Current Reports on Form 8-K, dated December 31, 2005, February 3, 2006, February 24, 2006, March 15, 2006 and April 3, 2006.

        4.     The description of the Company’s Common Stock contained in Item 1 of the Company’s Registration Statement on Form 8-A, dated November 13, 1989, and any amendment or report filed for the purpose of updating such description.

        5.     The description of the Company’s Preferred Share Purchase Rights contained in Item 1 of the Company’s Registration Statement on Form 8-A, dated May 28, 1997, including any amendment or report filed for the purpose of updating such description.

        All documents subsequently filed by the Company pursuant to Sections 13(a), 13(c), 14 and 15(d) of the Securities Exchange Act of 1934, as amended, after the date of filing of this Registration Statement and prior to such time as the Company files a post-effective amendment to this Registration Statement which indicates that all securities offered hereby have been sold or which deregisters all securities then remaining unsold shall be deemed to be incorporated by reference in this Registration Statement and to be a part hereof from the date of filing of such documents.

Item 4. Description of Securities.

        Not applicable.

Item 5. Interests of Named Experts and Counsel.

        Not applicable.

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Item 6. Indemnification of Directors and Officers.

        Pursuant to the Wisconsin Business Corporation Law and the Company’s By-laws, directors and officers of the Company are entitled to mandatory indemnification from the Company against certain liabilities and expenses (i) to the extent such officers or directors are successful in the defense of a proceeding and (ii) in proceedings in which the director or officer is not successful in defense thereof, unless it is determined that the director or officer breached or failed to perform his or her duties to the Company and such breach or failure constituted: (a) a willful failure to deal fairly with the Company or its shareholders in connection with a matter in which the director or officer had a material conflict of interest; (b) a violation of the criminal law unless the director or officer had reasonable cause to believe his or her conduct was lawful or had no reasonable cause to believe his or her conduct was unlawful; (c) a transaction from which the director or officer derived an improper personal profit; or (d) willful misconduct. It should be noted that the Wisconsin Business Corporation Law specifically states that it is the public policy of Wisconsin to require or permit indemnification in connection with a proceeding involving securities regulation, as described therein, to the extent required or permitted as described above. Additionally, under the Wisconsin Business Corporation Law, directors of the Company are not subject to personal liability to the Company, its shareholders or any person asserting rights on behalf thereof for certain breaches or failures to perform any duty resulting solely from their status as directors except in circumstances paralleling those in subparagraphs (a) through (d) outlined above.

        Expenses for the defense of any action for which indemnification may be available may be advanced by the Company under certain circumstances.

        The indemnification provided by the Wisconsin Business Corporation Law and the Company’s By-laws is not exclusive of any other rights to which a director or officer may be entitled.

        The Company maintains a liability policy for its directors and officers as permitted by Wisconsin law which may extend to, among other things, liability arising under the Securities Act of 1933, as amended.

Item 7. Exemption from Registration Claimed.

        Not Applicable.

Item 8. Exhibits.

        The following exhibits have been filed (except where otherwise indicated) as part of this Registration Statement:

Exhibit No. Exhibit

(4.1) Provisions of the Restated Articles of Incorporation of Gehl Company defining the rights of holders of capital stock (incorporated by reference to Exhibit 3.1 to Gehl Company’s Quarterly Report on Form 10-Q for the quarter ended June 28, 1997)

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Exhibit No. Exhibit

(4.2) Provisions of the By-laws of Gehl Company, as amended, defining the rights of holders of capital stock (incorporated by reference to Exhibit 3.2 to Gehl Company’s Current Report on Form 8-K dated February 24, 2006)

(4.3) 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 Gehl Company’s Registration Statement on Form 8-A, dated as of May 28, 1997)

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

(4.5) Gehl Company 2004 Equity Incentive Plan, as amended (incorporated by reference to Appendix A to Gehl Company’s Proxy Statement filed on March 8, 2006)

(4.6) Form of Non-Qualified Stock Option Agreement for key employees used in conjunction with the Gehl Company 2004 Equity Incentive Plan

(4.7) Form of Stock Option Agreement for non-employee directors used in conjunction with the Gehl Company 2004 Equity Incentive Plan (incorporated by reference to Exhibit 10.3 to Gehl Company’s Quarterly Report on Form 10-Q for the quarter ended June 26, 2004)

(4.8) Form of Election Relating to Withholding Taxes In Connection With the Exercise of a Non-Qualified Stock Option used in conjunction with the Gehl Company 2004 Equity Incentive Plan (incorporated by reference to Exhibit 10.4 to Gehl Company’s Quarterly Report on Form 10-Q for the quarter ended June 26, 2004)

(4.9) Form of Restricted Stock Agreement used in conjunction with the Gehl Company 2004 Equity Incentive Plan

(5) Opinion of Foley & Lardner LLP

(23.1) Consent of PricewaterhouseCoopers LLP

(23.2) Consent of Foley & Lardner LLP (contained in Exhibit 5 hereto)

(24) Power of Attorney relating to subsequent amendments (included on the signature page to this Registration Statement)

All documents incorporated by reference are to Commission File No. 0-18110.

Item 9. Undertakings.

        (a)     The undersigned Registrant hereby undertakes:

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        (1)     To file, during any period in which offers or sales are being made, a post-effective amendment to this Registration Statement:

        (i)     To include any prospectus required by Section 10(a)(3) of the Securities Act of 1933;

        (ii)     To reflect in the prospectus any facts or events arising after the effective date of the Registration Statement (or the most recent post-effective amendment thereof) which, individually or in the aggregate, represent a fundamental change in the information set forth in the Registration Statement; and

        (iii)     To include any material information with respect to the plan of distribution not previously disclosed in the Registration Statement or any material change to such information in the Registration Statement;

provided, however, that paragraphs (a)(1)(i) and (a)(1)(ii) do not apply if the information required to be included in a post-effective amendment by those paragraphs is contained in periodic reports filed with or furnished to the Commission by the Registrant pursuant to Section 13 or Section 15(d) of the Securities Exchange Act of 1934 that are incorporated by reference in the Registration Statement.

        (2)     That, for the purpose of determining any liability under the Securities Act of 1933, each such post-effective amendment shall be deemed to be a new registration statement relating to the securities offered herein, and the offering of such securities at that time shall be deemed to be the initial bona fide offering thereof.

        (3)     To remove from registration by means of a post-effective amendment any of the securities being registered which remain unsold at the termination of the offering.

        (4)     That, for the purpose of determining liability of the registrant under the Securities Act of 1933 to any purchaser in the initial distribution of the securities, in a primary offering of securities of the Registrant pursuant to this Registration Statement, regardless of the underwriting method used to sell the securities to the purchaser, if the securities are offered or sold to such purchaser by means of any of the following communications, the Registrant will be a seller to the purchaser and will be considered to offer or sell such securities to such purchaser:

        (i)     Any preliminary prospectus or prospectus of the Registrant relating to the offering required to be filed pursuant to Rule 424 under the Securities Act of 1933;

        (ii)     Any free writing prospectus relating to the offering prepared by or on behalf of the Registrant or used or referred to by the Registrant;

        (iii)     The portion of any other free writing prospectus relating to the offering containing material information about the Registrant or its securities provided by or on behalf of the Registrant; and

        (iv)     Any other communication that is an offer in the offering made by the Registrant to the purchaser.

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        (b)     The undersigned Registrant hereby undertakes that, for purposes of determining any liability under the Securities Act of 1933, each filing of the Registrant’s annual report pursuant to Section 13(a) or Section 15(d) of the Securities Exchange Act of 1934 that is incorporated by reference in the Registration Statement shall be deemed to be a new registration statement relating to the securities offered herein, and the offering of such securities at that time shall be deemed to be the initial bona fide offering thereof.

        (c)     Insofar as indemnification for liabilities arising under the Securities Act of 1933 may be permitted to directors, officers and controlling persons of the Registrant pursuant to the foregoing provisions, or otherwise, the Registrant has been advised that in the opinion of the Securities and Exchange Commission such indemnification is against public policy as expressed in the Act and is, therefore, unenforceable. In the event that a claim for indemnification against such liabilities (other than the payment by the Registrant of expenses incurred or paid by a director, officer or controlling person of the Registrant in the successful defense of any action, suit or proceeding) is asserted by such director, officer or controlling person in connection with the securities being registered, the Registrant will, unless in the opinion of its counsel the matter has been settled by controlling precedent, submit to a court of appropriate jurisdiction the question whether such indemnification by it is against public policy as expressed in the Act and will be governed by the final adjudication of such issue.

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SIGNATURES

        Pursuant to the requirements of the Securities Act of 1933, the Registrant certifies that it has reasonable grounds to believe that it meets all of the requirements for filing on Form S-8 and has duly caused this Registration Statement to be signed on its behalf by the undersigned, thereunto duly authorized, in the City of West Bend, State of Wisconsin, on May 19, 2006.

GEHL COMPANY

By:  /s/ William D. Gehl

        William D. Gehl

        Chairman of the Board and

        Chief Executive Officer

        Pursuant to the requirements of the Securities Act of 1933, this Registration Statement has been signed below by the following persons in the capacities and on the dates indicated. Each person whose signature appears below constitutes and appoints William D. Gehl and Michael J. Mulcahy, and each of them, his true and lawful attorney-in-fact and agent, with full power of substitution and resubstitution, for him and in his name, place and stead, in any and all capacities, to sign any and all amendments (including post-effective amendments) to this Registration Statement and to file the same, with all exhibits thereto, and other documents in connection therewith, with the Securities and Exchange Commission, granting unto each said attorney-in-fact and agent, full power and authority to do and perform each and every act and thing requisite and necessary to be done, as fully as he might or could do in person, hereby ratifying and confirming all that each said attorney-in-fact and agent may lawfully do or cause to be done by virtue hereof.

Signature	Title	Date
/s/ William D. Gehl	Chairman of the Board, Chief	May 19, 2006
William D. Gehl	Executive Officer and Director
	(Principal Executive Officer)
	Vice President and Chief Financial
/s/ Thomas M. Rettler	Officer (Principal Financial and	May 19, 2006
Thomas M. Rettler	Accounting Officer)
/s/ Nicholas C. Babson	May 19, 2006
Nicholas C. Babson	Director
/s/ Thomas J. Boldt	Director	May 19, 2006
Thomas J. Boldt

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Signature	Title	Date
Marcel-Claude Braud	Director
/s/ John T. Byrnes	Director	May 19, 2006
John T. Byrnes
/s/ Richard J. Fotsch	Director	May 19, 2006
Richard J. Fotsch
/s/ John W. Splude	Director	May 19, 2006
John W. Splude
/s/ Hermann Viets	Director	May 19, 2006
Hermann Viets

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EXHIBIT INDEX

GEHL COMPANY 2004 EQUITY INCENTIVE PLAN

Exhibit No. Exhibit

(4.1) Provisions of the Restated Articles of Incorporation of Gehl Company defining the rights of holders of capital stock (incorporated by reference to Exhibit 3.1 to Gehl Company’s Quarterly Report on Form 10-Q for the quarter ended June 28, 1997)

(4.2) Provisions of the By-laws of Gehl Company, as amended, defining the rights of holders of capital stock (incorporated by reference to Exhibit 3.2 to Gehl Company’s Current Report on Form 8-K dated February 24, 2006)

(4.3) 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 Gehl Company’s Registration Statement on Form 8-A, dated as of May 28, 1997)

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

(4.5) Gehl Company 2004 Equity Incentive Plan, as amended (incorporated by reference to Appendix A to Gehl Company’s Proxy Statement filed on March 8, 2006)

(4.6) Form of Non-Qualified Stock Option Agreement for key employees used in conjunction with the Gehl Company 2004 Equity Incentive Plan

(4.7) Form of Stock Option Agreement for non-employee directors used in conjunction with the Gehl Company 2004 Equity Incentive Plan (incorporated by reference to Exhibit 10.3 to Gehl Company’s Quarterly Report on Form 10-Q for the quarter ended June 26, 2004)

(4.8) Form of Election Relating to Withholding Taxes In Connection With the Exercise of a Non-Qualified Stock Option used in conjunction with the Gehl Company 2004 Equity Incentive Plan (incorporated by reference to Exhibit 10.4 to Gehl Company’s Quarterly Report on Form 10-Q for the quarter ended June 26, 2004)

(4.9) Form of Restricted Stock Agreement used in conjunction with the Gehl Company 2004 Equity Incentive Plan

(5) Opinion of Foley & Lardner LLP

(23.1) Consent of PricewaterhouseCoopers LLP

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Exhibit No. Exhibit

(23.2) Consent of Foley & Lardner LLP (contained in Exhibit 5 hereto)

(24) Power of Attorney relating to subsequent amendments (included on the signature page to this Registration Statement)

All documents incorporated by reference are to Commission File No. 0-18110.

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EX-4.6

GEHL COMPANY
2004 EQUITY INCENTIVE PLAN AS AMENDED
NON-QUALIFIED STOCK OPTION AGREEMENT

        THIS AGREEMENT, made and entered into as of this _____ day of _______________, _____, by and between GEHL COMPANY, a Wisconsin corporation (the “Company”), and ____________________________ (the “Optionee”).

W I T N E S S E T H :

        WHEREAS, the Company has adopted the Gehl Company 2004 Equity Incentive Plan as Amended (the “Plan”), the terms of which, to the extent not stated herein, are specifically incorporated by reference in this Agreement; and

        WHEREAS, one of the purposes of the Plan is to permit the granting of options to purchase shares of the Company’s Common Stock, $.10 par value (the “Common Stock”), to certain key employees of the Company and its affiliates; and

        WHEREAS, the Optionee is now employed by the Company or an affiliate of the Company in a key capacity, and the Company desires the Optionee to remain in such employ, and to secure or increase his stock ownership in the Company in order to increase his incentive and personal interest in the welfare of the Company.

        NOW, THEREFORE, in consideration of the premises and of the covenants and agreements herein set forth, the parties hereby mutually covenant and agree as follows:

        1.       Grant of Option. Subject to the terms and conditions of the Plan and this Agreement, the Company grants to the Optionee an option (the “Option”) to purchase from the Company all or any part of the aggregate amount of ___________________ shares of Common Stock (the “Optioned Shares”). The Option is intended to constitute a non-qualified stock option and shall not be treated as an incentive stock option within the meaning of Section 422 of the Internal Revenue Code of 1986, as amended.

        2.       Option Price. The price to be paid for the Optioned Shares shall be _______ per share, which has been determined by the Compensation and Benefits Committee of the Board of Directors of the Company (the “Committee”) to be not less than 100% of the fair market value of such stock on the date of grant of the Option.

        3.       Exercisability and Termination of Option. Except as provided herein, the Option may be exercised only while the Optionee is an employee of either the Company or an affiliate of the Company and only if the Optionee has been continuously so employed since the date of grant of the Option. Subject to Paragraph 6, the Option may be exercised by the Optionee in whole, or in part from time to time, during the period beginning ___________________, and ending _____________, but only in accordance with the following schedule:

Elapsed Period of Time After Date Option is Granted	Cumulative Percentage of Shares Subject to Option Which May be Purchased (which number of shares shall be rounded Down to the nearest whole number)
Less than One (1) Year	0%
One (1) Year	33-1/3%
Two (2) Years	66-2/3%
Three (3) Years	100%

provided, however, that notwithstanding the foregoing vesting schedule, the Option shall become immediately exercisable in full following a Change of Control of the Company (as such term is defined in the Plan).

        4.       Manner of Exercise and Payment. Subject to the provisions of Paragraph 3 hereof, the Option may be exercised only by written notice to the Company, served upon the Secretary of the Company at its office at West Bend, Wisconsin, specifying the number of shares in respect to which the Option is being exercised. Subject to the provisions of this Agreement, the notice of exercise must be accompanied by full payment of the option price of the shares being purchased (i) in cash or by certified check or bank draft; (ii) by tendering previously acquired shares of Common Stock (valued at their “fair market value” as determined in the manner provided below); or (iii) by any combination of the means of payment set forth in subparagraphs (i) and (ii). For purposes of this Paragraph 4, the “fair market value” of a share of Common Stock shall be equal to the last per share sale price of such Common Stock as reflected on The Nasdaq Stock Market on the trading day next preceding the date of exercise; provided, however, that if the principal market for the shares of Common Stock is then a national securities exchange, the “fair market value” shall be the closing price per share for the Common Stock on the principal securities exchange on which the Common Stock is traded on the trading date next preceding the date of exercise, or, in either case above, if no trading occurred on the trading date next preceding the exercise date, then the “fair market value” per share of Common Stock shall be determined with reference to the next preceding date on which the Common Stock was traded. For purposes of subparagraphs (ii) and (iii) above, the term “previously acquired shares of Common Stock” shall only include Common Stock owned by the Optionee for at least six months prior to the exercise of the Option and shall not in any event include shares of Common Stock which are being acquired pursuant to the exercise of the Option. No shares shall be issued until full payment therefor has been made.

        5.       Nontransferability of the Option. The Option shall not be assignable, alienable, saleable or transferable by the Optionee other than by will or the laws of descent and distribution; provided, however, that the Optionee shall be entitled, in the manner provided in Paragraph 9 hereof, to designate a beneficiary to exercise his rights, and to receive any shares of Common Stock issuable, with respect to the Option upon the death of the Optionee. The Option may be exercised during the lifetime of the Optionee only by the Optionee or, if permitted by applicable law, the Optionee’s guardian or legal representative.

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        6.       Exercisability After Termination of Employment.

        (a)       Death or Disability; Retirement. In the event the Optionee dies while he is in the employ of the Company or any affiliate or if his employment is terminated by reason of his retirement on or after attaining age 62 or by reason of his disability, the Option, to the extent not theretofore exercised, may be exercised in full as follows: (i) by the legal representative of the Optionee (who for purposes of this Agreement may be the Optionee’s beneficiary as designated pursuant to Paragraph 9) at any time within twelve months after the date of the Optionee’s death while in the employ of the Company or any affiliate; or (ii) by the Optionee or his legal representative or guardian at any time within twelve months after the termination of the Optionee’s employment by reason of retirement on or after attaining age 62 or by reason of his disability, but in no event under subparagraphs (i) or (ii) later than ten years after the date of grant of the Option.

        (b)       Voluntary Termination; Termination for Cause. In the event the Optionee voluntarily terminates his employment with the Company and any affiliates or if his employment is terminated for Cause (as hereinafter defined), the Option, to the extent not theretofore exercised, shall immediately terminate upon such termination of employment. For purposes of this Agreement, the term Cause shall mean any termination of the Optionee by action of the Board of Directors of the Company because of the failure of the Optionee to fulfill his obligations with the Company or any affiliate thereof or because of serious willful misconduct by the Optionee in respect of his obligations with the Company or any affiliate thereof which would cause a substantial and demonstrable detriment to the Company, as, for example, the commission by the Optionee of a felony or the perpetration by the Optionee of a common-law fraud against the Company or any affiliate thereof, or any major material action (i.e., not procedural or operational differences) taken against the expressed directive of the Board of Directors of the Company.

        (c)       Other. In the event that the Optionee is discharged or leaves the employ of the Company and its affiliates for any reason (other than the death or disability of the Optionee, the retirement of the Optionee on or after attaining age 62, the Optionee’s voluntary termination of his employment or the termination of the Optionee for Cause), the Option, to the extent not theretofore exercised but then permitted under the percentage limitations of Paragraph 3 hereof, may be exercised by the Optionee or by his legal representative or guardian at any time within three months after the date of termination of employment upon the tender to the Company, in cash or its equivalent, of the full purchase price, but in no event later than ten years after the date of grant of the Option.

        7.       Tax Withholding. The Company may deduct and withhold from any cash otherwise payable to the Optionee (whether payable as salary, bonus or other compensation) such amount as may be required for the purpose of satisfying the Company’s obligation to withhold Federal, state or local taxes. Further, in the event the amount so withheld is insufficient for such purpose, the Company may require that the Optionee pay to the Company upon its demand or otherwise make arrangements satisfactory to the Company for payment of such amount as may be requested by the Company in order to satisfy its obligation to withhold any such taxes.

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        The Optionee shall be permitted to satisfy the Company’s tax withholding requirements by making a written election (in accordance with such rules and regulations and in such form as the Committee may determine) to have the Company withhold shares of Common Stock otherwise issuable to the Optionee (the “Withholding Election”) or to deliver to the Company shares of Common Stock (the “Delivery Election”) in each case having a fair market value on the date income is recognized (the “Tax Date”) pursuant to the exercise of the Option equal to the minimum amount required to be withheld. If a Delivery Election is in effect at the time of the exercise of the Option, the Optionee shall deliver the shares of Common Stock subject to such Delivery Election on, or as soon as practicable after, the Tax Date. If the number of shares of Common Stock withheld or delivered to satisfy withholding tax requirements shall include a fractional share, the number of shares withheld or delivered shall be reduced to the next lower whole number and the Optionee shall deliver cash in lieu of such fractional share, or otherwise make arrangements satisfactory to the Company for payment of such amount. A Withholding Election or Delivery Election must be received by the Secretary of the Company on or prior to the Tax Date.

        8.       Capital Adjustments Affecting the Common Stock. The number of Optioned Shares subject hereto and the related per share exercise price shall be subject to adjustment in accordance with Section 4(b) of the Plan.

        9.       Designation of Beneficiary. (a) The person whose name appears on the signature page hereof after the caption “Beneficiary” or any successor designated by the Optionee in accordance herewith (the person who is the Optionee’s beneficiary at the time of his death is herein referred to as the “Beneficiary”) shall be entitled to exercise the Option, to the extent it is exercisable, after the death of the Optionee. The Optionee may from time to time revoke or change his beneficiary without the consent of any prior beneficiary by filing a new designation with the Committee. The last such designation received by the Committee shall be controlling; provided, however, that no designation, or change or revocation thereof, shall be effective unless received by the Committee prior to the Optionee’s death, and in no event shall any designation be effective as of a date prior to such receipt.

        (b)        If no such Beneficiary designation is in effect at the time of the Optionee’s death, or if no designated Beneficiary survives the Optionee or if such designation conflicts with law, the Optionee’s estate acting through his legal representative shall be entitled to exercise the Option, to the extent it is exercisable after the death of the Optionee. If the Committee is in doubt as to the right of any person to exercise the Option, the Company may refuse to recognize such exercise, without liability for any interest or dividends on the Optioned Shares, until the Committee determines the person entitled to exercise the Option, or the Company may apply to any court of appropriate jurisdiction and such application shall be a complete discharge of the liability of the Company therefor.

        10.       Transfer Restriction. The shares to be acquired upon exercise of the Option may not be sold or offered for sale except pursuant to an effective registration statement under the Securities Act of 1933, as amended, or in a transaction which, in the opinion of counsel for the Company, is exempt from the registration provisions of said Act.

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        11.       Status of Optionee. The Optionee shall not be deemed for any purposes to be a shareholder of the Company with respect to any of the Optioned Shares except to the extent that the Option shall have been exercised with respect thereto, the shares shall have been fully paid, and a stock certificate issued therefor. Neither the Plan nor the Option shall confer upon the Optionee any right to continue in the employ of the Company, nor to interfere in any way with the right of the Company to terminate the employment of the Optionee at any time.

        12.       Powers of the Company Not Affected. The existence of the Option shall not affect in any way the right or power of the Company or its shareholders to make or authorize any or all adjustments, recapitalizations, reorganizations or other changes in the Company’s capital structure or its business, or any merger or consolidation of the Company, or any issuance of bonds, debentures, preferred or prior preference stock ahead of or affecting the Common Stock or the rights thereof, or dissolution or liquidation of the Company, or any sale or transfer of all or any part of the Company’s assets or business or any other corporate act or proceeding, whether of a similar character or otherwise.

        13.       Interpretation by Committee. As a condition of the granting of the Option, the Optionee agrees, for himself and his legal representatives or guardians, that this Agreement shall be interpreted by the Committee and that any interpretation by the Committee of the terms of this Agreement and any determination made by the Committee pursuant to this Agreement shall be final, binding and conclusive.

        IN WITNESS WHEREOF, the Company has caused this instrument to be executed by its duly authorized officers, and the Optionee has hereunto affixed his hand as of the day and year first above written.

GEHL COMPANY

By:_____________________________________

Name / Title

Attest:__________________________________

Name / Title

_________________________________, Optionee

Beneficiary:_______________________________

Address of Beneficiary:______________________

________________________________________

Beneficiary's Tax Identification/Social Security

No.:_____________________________________

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EX-4.9

GEHL COMPANY
2004 EQUITY INCENTIVE PLAN AS AMENDED

RESTRICTED STOCK AWARD AGREEMENT

        THIS AGREEMENT, made and entered into as of this ____ day of ___________, _____, by and between GEHL COMPANY, a Wisconsin corporation (the “Company”), and _________________ (the “Participating Key Employee”).

W I T N E S S E T H :

        WHEREAS, the Company has adopted the Gehl Company 2004 Equity Incentive Plan as Amended (the “Plan”), the terms of which, to the extent not stated herein, are specifically incorporated by reference in this Agreement; and

        WHEREAS, one of the purposes of the Plan is to permit the granting of awards of restricted shares of the Company’s Common Stock, $.10 par value (the “Common Stock”), to certain key employees of the Company and its Affiliates (as defined in the Plan); and

        WHEREAS, the Participating Key Employee is now employed by the Company or an Affiliate of the Company in a key capacity, and the Company desires the Participating Key Employee to remain in such employ, and to secure or increase his or her stock ownership in the Company in order to increase his or her incentive and personal interest in the welfare of the Company.

        NOW, THEREFORE, in consideration of the premises and of the covenants and agreements herein set forth, the parties hereby mutually covenant and agree as follows:

        1.    Award of Restricted Stock. Subject to the terms and conditions of the Plan and this Agreement, the Company hereby awards the Participating Key Employee the number of shares of Common Stock set forth on the signature page of this Agreement (the “Restricted Stock”).

        2.    Restrictions. Except as otherwise provided herein, the Restricted Stock may not be sold, transferred or otherwise alienated or hypothecated until the date set forth on the signature page of this Agreement (the “Release Date”).

        3.    Escrow. Certificates for shares of Restricted Stock shall be issued as soon as practicable in the name of the Participating Key Employee but shall be held in escrow by the Company, as escrow agent. Upon issuance of such certificates, (i) the Company shall give the Participating Key Employee a receipt for the Restricted Stock held in escrow which will state that the Company holds such Restricted Stock in escrow for the account of the Participating Key Employee, subject to the terms of this Agreement, and (ii) the Participating Key Employee shall give the Company a stock power for such Restricted Stock duly endorsed in blank which will be held in escrow for use in the event such Restricted Stock is forfeited in whole or in part. Unless theretofore forfeited as provided in this Agreement, Restricted Stock shall cease to be held in escrow and certificate(s) for the appropriate number of shares of the Common Stock shall be delivered to the Participating Key Employee, or in the case of his or her death, to his or her Beneficiary (as hereinafter defined) on the Release Date or upon any other termination of the restrictions imposed by Paragraph 2 of this Agreement.

        4.    Transfer After Release Date; Securities Law Restrictions. Except as otherwise provided herein, Restricted Stock shall become free of the restrictions of Paragraph 2 and be freely transferable by the Participating Key Employee on and after the Release Date. Shares of Restricted Stock granted hereunder on which the restrictions set forth in Paragraph 2 have lapsed are referred to herein as “Released Securities.” Notwithstanding anything to the contrary herein, the Participating Key Employee agrees and acknowledges with respect to any shares of Restricted Stock that have become Released Securities and which have not been registered under the Securities Act of 1933, as amended (the “Act”), (i) he or she will not sell or otherwise dispose of any of such Released Securities except pursuant to an effective registration statement under the Act and any applicable state securities laws, or in a transaction which, in the opinion of counsel for the Company, is exempt from such registration, and (ii) a legend will be placed on the certificates for the Released Securities to such effect.

        5.    Termination of Employment Due to Death, Disability or Retirement. If the Participating Key Employee’s employment with the Company and its Affiliates is terminated prior to the Release Date because of the Participating Key Employee’s death, retirement after reaching age 62 or disability, the restrictions of Paragraph 2 applicable to the Restricted Stock shall terminate and such Restricted Stock shall be free of such restrictions and, except as otherwise provided in Paragraph 4 hereof, freely transferable.

        6.    Termination of Employment for Any Other Reason. In the event that the Participating Key Employee is discharged or leaves the employ of the Company or any of its Affiliates for any reason (other than the death or disability of the Participating Key Employee or the retirement of the Participating Key Employee as contemplated by Paragraph 5 above) prior to the Release Date, all Restricted Stock shall be forfeited to the Company on the date on which such termination of employment occurs.

        7.    Beneficiary.

        (a)     The person whose name appears on the signature page hereof after the caption “Beneficiary” or any successor designated by the Participating Key Employee in accordance with the terms of this Agreement (the person who is the Participating Key Employee’s Beneficiary at the time of his or her death is herein referred to as the “Beneficiary”) shall be entitled to receive the Restricted Stock to be released to the Beneficiary under Paragraphs 3 and 5 as a result of the death of the Participating Key Employee. The Participating Key Employee may from time to time revoke or change his or her Beneficiary without the consent of any prior Beneficiary by filing a new designation with the Committee (as defined in the Plan). The last such designation received by the Committee shall be controlling; provided, however, that no designation, or change or revocation thereof, shall be effective unless received by the Committee prior to the Participating Key Employee’s death, and in no event shall any designation be effective as of a date prior to such receipt.

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        (b)     If no such Beneficiary designation is in effect at the time of a Participating Key Employee’s death, or if no designated Beneficiary survives the Participating Key Employee or if such designation conflicts with applicable law, the Participating Key Employee’s estate shall be entitled to receive the Restricted Stock to be released from the restrictions of Paragraph 2 upon the death of the Participating Key Employee. If the Committee is in doubt as to the right of any person to receive such Restricted Stock, the Company may retain the Restricted Stock, without liability for any interest thereon, until the Committee determines the person entitled thereto, or the Company may deliver such Restricted Stock to any court of appropriate jurisdiction and such delivery shall be a complete discharge of the liability of the Company therefor.

        8.    Certificate Legend. In addition to any legends placed on certificates for Released Securities under Paragraph 4 above, each certificate issued for shares of Restricted Stock shall bear the following legend:

“The sale or other transfer of the shares of stock represented by this certificate, whether voluntary or by operation of law, is subject to certain restrictions set forth in the Gehl Company 2004 Equity Incentive Plan and a Restricted Stock Award Agreement between Gehl Company and the registered owner hereof. A copy of such Plan and such Agreement may be obtained from the Secretary of Gehl Company.”

When the restrictions imposed by Paragraph 2 hereof terminate, the foregoing legend shall be removed from the certificates representing such Released Securities.

        9.    Voting Rights; Dividends and Other Distributions.

        (a)     While shares of Restricted Stock are subject to restrictions under Paragraph 2 and prior to any forfeiture thereof, the Participating Key Employee may exercise full voting rights for the shares of Restricted Stock registered in his or her name and held in escrow hereunder.

        (b)     While shares of Restricted Stock are subject to the restrictions under Paragraph 2 and prior to any forfeiture thereof, the Participating Key Employee shall be entitled to receive all dividends and other distributions paid with respect to such shares of Restricted Stock. If any such dividends or distributions are paid in shares of Common Stock or other equity securities of the Company, such equity securities shall be subject to the same restrictions as the shares of Restricted Stock with respect to which they were paid.

        (c)     Subject to the provisions of this Agreement, the Participating Key Employee shall have, with respect to the Restricted Stock, all other rights of holders of Common Stock.

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        10.    Tax Withholding Obligations Settled with Common Stock. If the Participating Key Employee does not make an election under Section 83(b) of the Internal Revenue Code of 1986, as amended, with respect to the Restricted Stock awarded hereunder, the Participating Key Employee may satisfy the Company’s withholding tax requirements by electing to have the Company withhold that number of shares of Released Securities otherwise deliverable to the Participating Key Employee from escrow hereunder or to deliver to the Company a number of shares of Common Stock, in each case, having a Fair Market Value on the Tax Date (as such terms are below) equal to the minimum amount required to be withheld as a result of the termination of the restrictions on such Restricted Stock. The election must be made in writing in accordance with such rules and regulations and in such form as the Committee may determine. The election must be delivered to the Company prior to the Tax Date. If the number of shares so determined shall include a fractional share, the Participating Key Employee shall deliver cash in lieu of such fractional share. As used herein: (y) “Tax Date” means the date on which the Participating Key Employee must include in his or her gross income for federal income tax purposes the fair market value of the Released Securities; and (z) “Fair Market Value” means the per share closing price on the date in question on the principal market in which shares of stock which are equivalent to the Restricted Stock are then traded or, if no sales of such stock have taken place on such date, the closing price on the most recent date on which selling prices were quoted.

        11.    Adjustments. In the event of any reclassification, subdivision or combination of shares of Common Stock, merger or consolidation of the Company or sale by the Company of all or a portion of its assets, or other event which could, in the judgment of the Committee, distort the implementation of the Plan or the realization of its objectives, the Committee may make such adjustments in the shares of Restricted Stock subject to this Agreement, or in the terms, conditions or restrictions of this Agreement as the Committee deems equitable to the extent consistent with the Plan.

        12.    Powers of Company Not Affected. The existence of the Restricted Stock shall not affect in any way the right or power of the Company or its shareholders to make or authorize any combination, subdivision or reclassification of the Common Stock or any reorganization, merger, consolidation, business combination, exchange of shares, or other change in the Company’s capital structure or its business, or any issue of bonds, debentures or stock having rights or preferences equal, superior or affecting the Restricted Stock or the rights thereof, or dissolution or liquidation of the Company, or any sale or transfer of all or any part of its assets or business, or any other corporate act or proceeding, whether of a similar character or otherwise. Nothing in this Agreement shall confer upon the Participating Key Employee any right to continue in the employment of the Company or any of its Affiliates or interfere with or limit in any way the right of the Company or any of its Affiliates to terminate the Participating Key Employee’s employment at any time.

        13.    Interpretation by Committee. The Participating Key Employee agrees that any dispute or disagreement which may arise in connection with this Agreement shall be resolved by the Committee, in its sole discretion, and that any interpretation by the Committee of the terms of this Agreement or the Plan and any determination made by the Committee under this Agreement or the Plan may be made in the sole discretion of the Committee and shall be final, binding, and conclusive all as more fully set forth in the Plan. Any such determination need not be uniform and may be made differently among Participating Key Employees awarded Restricted Stock.

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        14.    Change of Control. Notwithstanding any other provision to the contrary contained in this Agreement, effective upon a Change of Control of the Company (as defined in the Plan), the restrictions imposed upon the Restricted Stock by Paragraph 2 of this Agreement shall immediately be deemed to have lapsed and the applicable Release Date shall be deemed to have occurred as of the date of the Change of Control of the Company with respect to such Restricted Stock.

        15.    Miscellaneous.

        (a)     This Agreement shall be governed and construed in accordance with the laws of the State of Wisconsin applicable to contracts made and to be performed therein between residents thereof.

        (b)     This Agreement may not be amended or modified except by the written consent of the parties hereto.

        (c)     Headings are given to the paragraphs and subparagraphs of this Agreement solely as a convenience to facilitate reference. Such headings shall not be deemed in any way material or relevant to the construction or interpretation of this Agreement or any provision thereof.

        (d)     Any notice, filing or delivery hereunder or with respect to Restricted Stock shall be given to the Participating Key Employee at either his or her usual work location or his or her home address as indicated in the records of the Company, and shall be given to the Committee or the Company at

143 Water Street
West Bend, Wisconsin 53095
Attention: Corporate Secretary

All such notices shall be given by first class mail, postage pre-paid, or by personal delivery.

        (e)     This Agreement shall be binding upon and inure to the benefit of the Company and its successors and assigns and shall be binding upon and inure to the benefit of the Participating Key Employee, the Beneficiary and the personal representative(s) and heirs of the Participating Key Employee.

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        IN WITNESS WHEREOF, the Company has caused this instrument to be executed by its duly authorized officers and its corporate seal hereunto affixed, and the Participating Key Employee has hereunto affixed his or her hand, all on the day and year set forth below.

	GEHL COMPANY
(CORPORATE SEAL)
	By:____________________________________
	Name / Title
	Attest:__________________________________
	Name / Title
	PARTICIPATING KEY EMPLOYEE
	_______________________________________
	NAME

Number of Shares of Restricted Stock:                 NUMBER OF SHARES                

Date of Agreement:______________________________________________

Grant Date:____________________________________________________

Release Date:___________________________________________________

Beneficiary:____________________________________________________

Address of Beneficiary:___________________________________________

_____________________________________________________________

Beneficiary Tax Identification No.:___________________________________

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EX-5

	FOLEY & LARDNER LLP ATTORNEYS AT LAW
	777 EAST WISCONSIN AVENUE, SUITE 3800 MILWAUKEE, WISCONSIN 53202-5306 414.271.2400  TEL 414.297.4900  FAX www.foley.com
May 19, 2006

Gehl Company
143 Water Street
West Bend, WI 53095

Ladies and Gentlemen:

        We have acted as counsel for Gehl Company, a Wisconsin corporation (the “Company”), in connection with the preparation of a Registration Statement on Form S-8 (the “Registration Statement”) to be filed by the Company with the Securities and Exchange Commission under the Securities Act of 1933, as amended (the “Securities Act”), relating to 325,000 additional shares of the Company’s common stock, $.10 par value (the “Common Stock”), and related Rights to Purchase Preferred Shares (the “Rights”), which may be issued pursuant to the Gehl Company 2004 Equity Incentive Plan, as amended (the “Plan”). The terms of the Rights are as set forth in that certain Rights Agreement, dated as of May 28, 1997, by and between the Company and American Stock Transfer and Trust Company, as successor agent (the “Rights Agreement”).

        In connection with our representation, we have examined: (a) the Plan; (b) the Registration Statement and the accompanying exhibits (including those incorporated by reference) constituting a part of the Registration Statement; (c) the Restated Articles of Incorporation and the By-laws of the Company, as amended to date; (d) resolutions of the Company’s Board of Directors relating to the Plan and the issuance of Common Stock and Rights thereunder; and (e) such other proceedings, documents and records as we have deemed necessary to enable us to render this opinion.

        In our examination of the above-referenced documents, we have assumed the genuineness of all signatures, the authenticity of all documents, certificates and instruments submitted to us as originals and the conformity with the originals of all documents submitted to us as copies.

        Based on the foregoing, we are of the opinion that:

        1.     The shares of Common Stock covered by the Registration Statement, when issued by the Company in the manner and for the consideration contemplated by the Plan, will be validly issued, fully paid and nonassessable, except with respect to wage claims of, or other debts owing to, employees of the Company for services performed, but not exceeding six months’ service in any one case, as provided in Section 180.0622(2)(b) of the Wisconsin Business Corporation Law.

BOSTON
BRUSSELS
CHICAGO
DETROIT JACKSONVILLE
LOS ANGELES
MADISON
MILWAUKEE NEW YORK
ORLANDO
SACRAMENTO
SAN DIEGO SAN DIEGO/DEL MAR
SAN FRANCISCO
SILICON VALLEY
TALLAHASSEE TAMPA
TOKYO
WASHINGTON, D.C.

Gehl Company
May 19, 2006
Page 2

        2.     The Rights, when issued pursuant to the terms of the Rights Agreement, will be validly issued.

        We consent to the use of this opinion as an exhibit to the Registration Statement and to references to our firm therein. In giving our consent, we do not admit that we are “experts” within the meaning of Section 11 of the Securities Act or within the category of persons whose consent is required by Section 7 of the Securities Act.

Very truly yours,

/s/ Foley & Lardner LLP

EX-23.1

Exhibit 23.1

CONSENT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM

We hereby consent to the incorporation by reference in this Registration Statement on Form S-8 of our report dated March 3, 2006 relating to the financial statements, financial statement schedule, management’s assessment of the effectiveness of internal control over financial reporting and the effectiveness of internal control over financial reporting, of Gehl Company, which appears in Gehl Company’s Annual Report on Form 10-K for the year ended December 31, 2005.

/s/ PricewaterhouseCoopers LLP

PricewaterhouseCoopers LLP
Milwaukee, Wisconsin
May 18, 2006