SECURITIES AND EXCHANGE COMMISSION
 Washington, D.C. 20549
FORM 10-Q
(Mark One)

(x) Quarterly Report Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934
For the quarterly period ended June 30, 1997
or
( ) Transaction Report Pursuant to Section 13 or 15(d) of the Securities
Exchange Act of 1934
for the Transition period from __________________to________________
Commission File Number 0-13886
Oshkosh Truck Corporation
 [Exact name of registrant as specified in its charter]

           Wisconsin                              39-0520270
[State of other jurisdiction of                 [I.R.S. Employer
 incorporation or organization]                Identification No.]	

2307 Oregon Street, P.O. Box 2566, Oshkosh, Wisconsin 54903
[Address of principal executive offices] [Zip Code]
Registrant's telephone number, including area code (920) 235-9151
None
[Former name, former address and former fiscal year, if changed since
last report]
Indicate by check mark whether the registrant (1) has filed all reports required to be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during the preceding 12 months (or for such shorter period that the registrant was required to file such reports), and (2) has been subject to such filing requirements for the past 90 days. Yes X No
Indicate the number of shares outstanding of each of the issuer's classes of common stock, as of the latest practicable date.
Class A Common Stock Outstanding as of July 31, 1997: 406,878
Class B Common Stock Outstanding as of July 31, 1997: 7,895,981

OSHKOSH TRUCK CORPORATION
FORM 10-Q INDEX
FOR THE QUARTER ENDED JUNE 30, 1997

                                                                      Page

PART I.        Financial Information

     Item 1.   Financial Statements

               Condensed Consolidated Statements of
                 Income (Loss)  . . . . . . . . . . . . . . . . . . . .  3

               Condensed Consolidated Balance Sheets  . . . . . . . . .  4

               Condensed Consolidated Statement of
                 Shareholders' Equity . . . . . . . . . . . . . . . . .  5

               Condensed Consolidated Statements of
                 Cash Flows . . . . . . . . . . . . . . . . . . . . . .  6

               Notes to Condensed Consolidated
                 Financial Statements . . . . . . . . . . . . . . . . .  7

     Item 2.   Management's Discussion and Analysis of
                 Consolidated Financial Condition and
                 Results of Operations  . . . . . . . . . . . . . . . .  9

PART II.       Other Information  . . . . . . . . . . . . . . . . . . . 14

Signatures  . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 15	

                          PART I. ITEM 1. FINANCIAL INFORMATION
                                 OSHKOSH TRUCK CORPORATION
                     CONDENSED CONSOLIDATED STATEMENTS OF INCOME (LOSS)
                                       (Unaudited)
                                               Three Months Ended     Nine Months Ended

                                               June 30,   June 29,   June 30,   June 29,
                                                 1997       1996       1997       1996
                                                (In thousands, except per share amounts)

Net sales                                      $176,596   $111,950   $497,381   $295,472

Cost of sales                                   154,699    104,303    433,033    264,649
                                               --------   --------   --------   --------
Gross income                                     21,897      7,647     64,348     30,823

Operating expenses:

  Selling, general and administrative            11,742      9,665     34,383     24,685
  Engineering, research & development             2,211      1,783      5,957      4,516

  Amortization of goodwill and other
    intangibles                                   1,117         12      3,352         12
                                               --------    -------   --------    -------
Total operating expenses                         15,070     11,460     43,692     29,213
                                               --------    -------   --------    -------
Income (loss) from continuing operations          6,827     (3,813)    20,656      1,610

Other income (expense):

  Interest expense                               (2,848)       (64)    (9,571)      (188)
  Interest income                                   130        168        484        956

  Miscellaneous, net                                (24)        24        (93)       (76)
                                               --------     ------    -------    -------
                                                 (2,742)       128     (9,180)       692
                                               --------     ------    -------    -------
Income (loss) from continuing operations
  before income taxes                             4,085     (3,685)    11,476      2,302
Provision (credit) for income taxes               1,293     (1,287)     4,586        898
                                               --------     ------    -------    -------
Net income (loss) from continuing operations      2,792     (2,398)     6,890      1,404
                                               ========     ======    =======    =======
Loss from discontinued operations, net of
  income tax benefit                                 --     (2,211)        --     (2,211)
                                               --------     ------    -------    -------
Net income (loss)                              $  2,792   $ (4,609)  $  6,890   $   (807)
                                               ========    =======    =======    =======
Earnings (loss) per common share:

  Income (loss) from continuing operations     $   0.33   $  (0.27) $    0.80   $   0.16
  Discontinued operations                          0.00      (0.25)      0.00      (0.25)
                                               --------    --------   -------    -------
  Net income (loss)                            $   0.33   $  (0.52)  $   0.80   $  (0.09)
                                               ========    ========   =======    =======
Cash dividends per common share:

  Class A                                      $0.10875   $0.10875   $0.32625   $0.32625
  Class B                                      $0.12500   $0.12500   $0.37500   $0.37500

              The accompanying notes are an integral part of these condensed consolidated financial statements.	

OSHKOSH TRUCK CORPORATION
CONDENSED CONSOLIDATED BALANCE SHEETS
 (Unaudited)

June 30, Sept. 30,
1997 1996
ASSETS (In thousands)

Current assets:
  Cash and cash equivalents                  $  1,236    $    127
  Receivables, net                             66,431      76,624
  Inventories                                 100,056     106,289
  Prepaid expenses                              3,137       3,619
  Refundable income taxes                       4,350       6,483
  Deferred income taxes                         7,055       7,055
                                             --------  ----------
    Total current assets                      182,265     200,197
Deferred charges                                1,720       2,645
Other long-term assets                          7,089       7,834
Property, plant, and equipment:
  Land                                          7,071       7,131
  Buildings                                    42,233      40,421
  Machinery and equipment                      79,580      77,485
                                             --------  ----------
                                              128,884     125,037
  Less accumulated depreciation               (72,896)    (67,002)
                                             --------  ----------
    Net property, plant, and equipment         55,988      58,035
Goodwill and other intangible assets, net     163,098     166,450
                                             --------  ----------
Total assets                                 $410,160    $435,161
                                             ========  ==========

     LIABILITIES AND SHAREHOLDERS' EQUITY
Current liabilities:
  Accounts payable                           $ 42,809    $ 49,178
  Customer advances                            27,337      27,793
  Payroll-related obligations                  14,407      12,843
  Accrued warranty                              9,030       8,942
  Other current liabilities                    18,321      18,972
  Current maturities of long-term debt             --      15,000
                                             --------  ----------
    Total current liabilities                 111,904     132,728
Long-term debt                                142,471     142,882
Postretirement benefit obligations              9,944       9,517
Other long-term liabilities                     3,651       4,424
Deferred income taxes                          23,475      24,008
Shareholders' equity:
  Common stock:
    Class A                                         4           4
    Class B                                        89          89
  Paid-in capital                              13,573      16,059
  Retained earnings                           118,001     114,246
                                             --------  ----------
                                              131,667     130,398
  Cost of Class B common stock
    in treasury                               (12,952)     (8,796)
                                             --------  ----------
      Total shareholders' equity              118,715     121,602
                                             --------  ----------
Total liabilities and shareholders'
  equity                                     $410,160    $435,161
                                             ========  ==========	

The accompanying notes are an integral part of these condensed consolidated financial statements.

                                                   OSHKOSH TRUCK CORPORATION
                                   CONDENSED CONSOLIDATED STATEMENT OF SHAREHOLDERS' EQUITY
                                                NINE MONTHS ENDED JUNE 30, 1997
                                                          (Unaudited)

                                   Common      Paid-in      Retained    Treasury
                                   Stock       Capital      Earnings     Stock         Total
                                                         (In thousands)
Balance at September 30, 1996        $93       $16,059      $114,246    $(8,796)      $121,602

Net income                            --            --         6,890         --          6,890

Cash dividends:
  Class A common stock                --            --          (133)        --           (133)
  Class B common stock                --            --        (3,002)        --         (3,002)

Purchase of 350,000 shares of
  Class B common stock and
  1,250,000 warrants for the
  purchase of Class B common stock    --        (2,504)           --     (4,246)        (6,750)

Exercise of stock options             --            18            --         90            108
                                   -----     ---------      --------  ---------      ---------

Balance at June 30, 1997             $93       $13,573      $118,001   $(12,952)      $118,715
                                   =====     =========      ========  =========      =========

The accompanying notes are an integral part of these condensed consolidated financial statements.	

OSHKOSH TRUCK CORPORATION
CONDENSED CONSOLIDATED STATEMENTS OF CASH FLOWS
 (Unaudited)

                                                       Nine Months Ended
                                                       June 30,  June 29,
                                                         1997      1996
                                                         (In thousands)
Operating activities:
  Net income from continuing operations                $ 6,890   $ 1,404
  Depreciation and amortization                         10,538     6,146
  Write-off of investments                                  --     3,225
  Deferred income taxes                                   (533)     (493)
  Loss on disposal of property,
    plant, and equipment                                    --        74
  Changes in operating assets and
    liabilities                                         14,918   (12,627)
                                                       --------  -------
      Net cash provided from (used for) operations      31,813    (2,271)

Investing activities:
  Acquisitions of businesses, net of cash
    acquired                                                --    (3,912)
  Additions to property, plant, and
    equipment                                           (4,613)   (4,136)
  Proceeds from sale of property,
    plant, and equipment                                   333     2,079
  Increase in other long-term assets                      (114)   (1,111)
                                                       -------   -------

    Net cash used for investing activities              (4,394)   (7,080)

Net cash provided from (used for) discontinued
  operations                                            (1,079)    4,667

Financing activities:
  Net repayments of long-term debt                     (15,411)       --
  Purchase of common stock and common stock warrants    (6,750)       --
  Purchase of treasury stock and proceeds
    from exercise of stock options, net                    108    (3,274)
  Dividends paid                                        (3,178)   (3,319)
                                                       -------   -------
    Net cash used for financing activities             (25,231)   (6,593)
                                                       -------   -------

Increase (decrease) in cash and cash equivalents         1,109   (11,277)

Cash and cash equivalents at beginning of period           127    29,716
                                                       -------   -------

Cash and cash equivalents at end of period             $ 1,236   $18,439
                                                       =======   =======
Supplementary disclosures:
  Cash paid for interest                               $ 9,815   $   189
  Cash paid for income taxes                             2,986     3,095	

The accompanying notes are an integral part of these condensed consolidated financial statements.

OSHKOSH TRUCK CORPORATION
NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS
 (Unaudited)
1. BASIS OF PRESENTATION
The condensed consolidated financial statements included herein have been prepared by Oshkosh Truck Corporation (the company) without audit. However, the foregoing statements contain all adjustments (consisting only of normal recurring adjustments) which are, in the opinion of company management, necessary to present fairly the condensed consolidated financial statements. Certain reclassifications have been made to the 1996 condensed consolidated financial statements to conform to the 1997 presentation.
Certain information and footnote disclosures normally included in financial statements prepared in accordance with generally accepted accounting principles have been condensed or omitted pursuant to the rules and regulations of the Securities and Exchange Commission. It is suggested that these consolidated financial statements be read in conjunction with the consolidated financial statements and notes thereto included in the company's 1996 annual report to shareholders.
2. EARNINGS (LOSS) PER COMMON SHARE
Earnings (loss) per common share is computed by dividing net income (loss) by the weighted average number of shares outstanding. The average number of shares outstanding was 8,415,102 and 8,839,727, respectively, for the three month periods and 8,568,496 and 8,881,711, respectively, for the nine month periods ended June 30, 1997 and June 29, 1996. Stock options, warrants and stock issuable under incentive compensation awards were not dilutive in any of the periods presented.
3. INVENTORIES
Inventories consist of the following:

                                     June 30,     Sept. 30,
                                       1997         1996
                                         (In thousands)
Finished products                    $ 10,982     $ 15,208
Partially finished products            41,412       51,533
Raw materials                          56,825       47,580
                                   ----------     --------
Inventories at FIFO cost              109,219      114,321
Less:
  Progress payments on U.S.
    Government contracts                 (228)          --
  Excess of FIFO cost over
    LIFO cost                          (8,935)      (8,032)
                                   ----------     ---------
                                     $100,056     $106,289
                                   ==========     =========	

Title to all inventories related to government contracts which provide for progress payments vests in the government to the extent of unliquidated progress payments.
4. LONG-TERM DEBT
At June 30, 1997, $7.5 million of borrowings and $4.5 million of letters of credit reduced available capacity under the company's revolving credit facility to $38.0 million.
5. STOCK BUY BACK
In July 1995, the company's board of directors authorized the repurchase of up to 1,000,000 shares of Class B common stock. There were no stock repurchases under this program during the nine months ended June 30, 1997. As of June 30, 1997 and July 31, 1997, the company has repurchased 461,535 shares under this program at a total cost of $6.6 million. The repurchase of 350,000 shares of Class B common stock from Freightliner Corporation (Freightliner) on May 2, 1997 (see Note 7) does not impact the number of shares available for repurchase under this program.
6. CONTINGENCIES
The company is engaged in litigation against Super Steel Products Corp. (SSPC), the company's former supplier of mixer systems for front discharge concrete mixer trucks under a long-term supply contract. SSPC sued the company in state court claiming the company breached the contract. The company counterclaimed for repudiation of contract. On July 26, 1996, a jury returned a verdict for SSPC awarding damages totaling approximately $4.5 million. On October 10, 1996, the state court judge overturned the verdict against the company, granted judgment for the company on its counterclaim, and ordered a new trial for damages on the company's counterclaim. Both SSPC and the company have appealed the state court judge's decision. The Wisconsin Court of Appeals has agreed to hear the case and both the company and SSPC have filed briefs in this matter.
The company and Pierce Manufacturing Inc. (Pierce), a wholly-owned subsidiary of the company, are contingently liable under bid and performance bonds totaling approximately $117 million at June 30, 1997.
7. FREIGHTLINER ALLIANCE
On May 2, 1997, the company and Freightliner formally terminated the Strategic Alliance formed on June 2, 1995. The company repurchased from Freightliner 350,000 shares of its Class B common stock and 1,250,000 warrants for the purchase of additional shares of Class B common stock for the total sum of $6.8 million. The company and Freightliner will continue to supply each other with parts and components.
Results of Operations
Third Quarter 1997 Compared to 1996
Oshkosh Truck Corporation (the company) reported net income of $2.8 million, or $0.33 per share, on sales of $176.6 million for the third quarter of fiscal 1997, compared to a net loss of $4.6 million, or $0.52 per share, on sales of $112.0 million for the third quarter of fiscal 1996. The fiscal 1996 results were adversely affected by after-tax charges of $6.1 million principally related to the write-off of its then remaining investments in Mexico and production delays associated with a defense subcontract to Steeltech Manufacturing, Inc. (Steeltech).
Sales of both commercial and defense products increased in the third quarter of fiscal 1997 compared to the third quarter of fiscal 1996. Commercial sales in the third quarter of fiscal 1997 increased $51.7 million or 104.0% from the third quarter of fiscal 1996 to $101.4 million principally due to sales of fire trucks and other fire apparatus as a result of the acquisition of Pierce Manufacturing Inc. (Pierce) on September 18, 1996. Sales of construction, airport rescue and fire fighting (ARFF), snow removal and refuse vehicles and commercial van trailers decreased slightly during the third quarter. Sales of defense products totaled $75.2 million in the third quarter of fiscal 1997, an increase of $12.9 million or 20.7% as compared to the third quarter of fiscal 1996. The increase in defense sales principally resulted from the sale of ISO-Compatible Palletized Flatracks (IPF) which are being produced by Steeltech.
Gross income in the third quarter of fiscal 1997 totaled $21.9 million or 12.4% of sales compared to $7.6 million or 6.8% of sales in the third quarter of fiscal 1996. The increase in gross income in the third quarter of fiscal 1997 was principally due to increased sales volumes as a result of the acquisition of Pierce. Also, charges of $3.1 million resulting from production delays associated with a defense subcontract to Steeltech reduced gross income for the third quarter of fiscal 1996.
Operating expenses totaled $15.1 million or 8.5% of sales in the third quarter of fiscal 1997 compared to $11.5 million or 10.2% of sales in the third quarter of fiscal 1996. The increase in operating expenses in the third quarter of fiscal 1997 relates principally to the operating expenses of Pierce and amortization of goodwill and other intangibles associated with the acquisition of Pierce. Also, operating expenses for the third quarter of fiscal 1996 include charges of $3.2 million associated with the write-off of the company's then remaining investments in Mexico and Steeltech.
Interest expense increased to $2.8 million in the third quarter of fiscal 1997 compared to $0.1 million in the third quarter of fiscal 1996 as a result of the financing for the Pierce acquisition. Interest expense for the third quarter of fiscal 1997 was also impacted by the reversal of accrued interest related to prior years' provisions for income taxes.
The effective income tax rate for combined federal and state income taxes for the third quarter of fiscal 1997 was 31.7% compared to 34.9% for the third quarter of fiscal 1996. The effective income tax rate for the third quarter of fiscal 1997 was impacted by the reversal of $0.5 million of prior years' provision for income taxes and non-deductible goodwill of $0.6 million.
The $2.2 million after-tax loss from discontinued operations in the third quarter of fiscal 1996 resulted from the write-off of receivables of $2.6 million (pre-tax) related to the company's former Mexican bus chassis business and from $1.0 million of pre-tax charges for additional warranty and other product related liabilities with respect to the company's former U.S. chassis business, both of which were sold in June 1995.
First Nine Months 1997 Compared to 1996
The company reported net income of $6.9 million, or $0.80 per share, on sales of $497.4 million for the first nine months of fiscal 1997, compared to a net loss of $0.8 million, or $0.09 per share, on sales of $295.5 million for the first nine months of fiscal 1996. The fiscal 1996 results were adversely affected by after-tax charges of $6.1 million associated with the company's investments in Mexican bus affiliates and a subcontract to Steeltech.
Sales of both commercial and defense products increased in the first nine months of fiscal 1997 compared to the first nine months of fiscal 1996. Commercial sales in the first nine months of fiscal 1997 increased $172.3 million or 144.4% from the first nine months of fiscal 1996 to $291.6 million principally due to sales of fire trucks and other fire apparatus as a result of the acquisition of Pierce. Sales of defense products totaled $205.8 million in the first nine months of fiscal 1997, an increase of $29.6 million or 16.8% as compared to the first nine months of fiscal 1996. The increase in defense sales principally resulted from the sale of IPFs to the U.S. Government.
Gross income in the first nine months of fiscal 1997 totaled $64.3 million or 12.9% of sales compared to $30.8 million or 10.4% of sales in the first nine months of fiscal 1996. The increase in gross income in the first nine months of fiscal 1997 was principally due to increased sales volumes as a result of the acquisition of Pierce. Charges of $3.1 million related to a subcontract to Steeltech also adversely affected fiscal 1996 results.
Operating expenses totaled $43.7 million or 8.8% of sales in the first nine months of fiscal 1997 compared to $29.2 million or 9.9% of sales in the first nine months of fiscal 1996. The increase in operating expenses in the first nine months of fiscal 1997 relates principally to the operating expenses of Pierce and amortization of goodwill and other intangible assets associated with the acquisition of Pierce. The 1996 operating expenses included charges of $3.2 million associated with the company's investments in Mexican bus affiliates and Steeltech.
Interest expense increased to $9.6 million in the first nine months of fiscal 1997 compared to $0.2 million in the first nine months of fiscal 1996 as a result of the financing for the Pierce acquisition.
The effective income tax rate for combined federal and state income taxes for the first nine months of fiscal 1997 was 40.0% compared to 39.0% for the first nine months of fiscal 1996. The effective income tax rate for the first nine months of fiscal 1997 was adversely affected by non- deductible goodwill of $1.9 million offset by a reversal of $0.5 million of prior years' provision for income taxes.
The $2.2 million after-tax loss from discontinued operations in the first nine months of fiscal 1996 resulted from the additional charges related to the company's former U.S. and Mexican chassis businesses which were sold in June 1995.
Financial Condition
First Nine Months 1997
During the first nine months of fiscal 1997, cash increased $1.1 million. Cash provided from operations of $31.8 million was used to fund the repayment of long-term debt of $15.4 million, the repurchase of common stock and warrants from Freightliner Corporation (Freightliner) of $6.8 million (see below), capital additions of $4.6 million, and dividends of $3.2 million.
First Nine Months 1996
During the first nine months of fiscal 1996, cash decreased $11.3 million. Cash was required for operations of $2.3 million, for the acquisition of Friesz Manufacturing Company of $3.9 million, for capital additions of $4.1 million, for stock repurchases of $3.3 million and for dividends of $3.3 million. Discontinued operations and proceeds from the sale of property, plant and equipment provided cash of $4.7 million and $2.1 million, respectively, for the first nine months of fiscal 1996.
Liquidity and Capital Resources
The company's principal uses of cash for the next several years will be interest and principal payments on long-term debt, capital expenditures and potential acquisitions.
At June 30, 1997, $7.5 million of borrowings and $4.5 million of letters of credit reduced available capacity under the company's revolving credit facility to $38.0 million.
The company believes its internally generated cash flow, supplemented by progress payments when applicable, and borrowings available under the existing bank credit agreement will be adequate to meet working capital and other operating and capital requirements of the company in the foreseeable future.
Backlog
The company's backlog as of June 30, 1997 was $401 million, compared to $301 million at June 29, 1996. The backlog at June 30, 1997 includes $228 million with respect to U.S. Government contracts, $133 million related to Pierce, and the remainder relates to other commercial products. Virtually all the company's revenues are derived from customer orders prior to commencing production.
Stock Buy Back
In July 1995, the company's board of directors authorized the repurchase of up to 1,000,000 shares of Class B common stock. There were no stock repurchases under this program in the first nine months of fiscal 1997. As of June 30, 1997 and July 31, 1997, the company has repurchased 461,535 shares under this program at a total cost of $6.6 million. The repurchase of 350,000 shares of Class B common stock from Freightliner on May 2, 1997 (see below) does not impact the number of shares available for repurchase under this program.
Freightliner Alliance
On May 2, 1997, the company and Freightliner formally terminated the Strategic Alliance formed on June 2, 1995. The company repurchased from Freightliner 350,000 shares of Class B common stock and 1,250,000 warrants for the purchase of additional shares of Class B common stock for the total sum of $6.8 million. The company and Freightliner will continue to supply each other with parts and components.
New Accounting Standard
In February 1997, the Financial Accounting Standards Board issued Statement No. 128, Earnings Per Share, which is required to be adopted effective for both interim and annual financial statements for periods ending after December 15, 1997. Among other provisions, the dilutive effect of stock options must be excluded under the new requirements for calculating basic earnings per share, which will replace primary earnings per share. This change is not expected to materially impact the company's fully diluted earnings per share calculations.

OSHKOSH TRUCK CORPORATION
PART II. OTHER INFORMATION
FORM 10-Q
 June 30, 1997
ITEM 6 EXHIBITS AND REPORTS ON FORM 8-K

(a)  Exhibits

     Exhibit 10 -   Agreement to Terminate Strategic Alliance between
                    Oshkosh Truck Corporation and Freightliner Corporation
                    Dated May 2, 1997.

     Exhibit 27 -   Financial Data Schedule	

(b) Reports on Form 8-K
The company was not required to file a report on Form 8-K during the quarter ended June 30, 1997.

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

DATE: August 12, 1997              /s/ R. Eugene Goodson
                                   R. Eugene Goodson
                                   Chairman and Chief
                                   Executive Officer
                                   (Principal Executive Officer)

DATE: August 12, 1997              /s/ Charles L. Szews
                                   Charles L. Szews
                                   Vice President and
                                   Chief Financial Officer
                                   (Principal Financial and
                                     Accounting Officer)	

EXHIBIT INDEX

Exhibit No.    Description

   10          Agreement to Terminate Strategic Alliance Between Oshkosh
               Truck Corporation and Freightliner Corporation Dated May 2,
               1997.

   27          Financial Data Schedule	

AGREEMENT TO TERMINATE STRATEGIC ALLIANCE
I. The Parties
The Parties to this Agreement are:
1.01 Freightliner Corporation, a Delaware corporation located at Portland, Oregon ("Freightliner").
1.02 Oshkosh Truck Corporation, a Wisconsin corporation located at Oshkosh, Wisconsin ("Oshkosh").
II. The Recitals
2.01 The Date of this Agreement is April 10, 1997.
2.02 The Parties entered into a Strategic Alliance Agreement on June 5, 1995, pursuant to the terms of which Freightliner purchased 350,000 shares of unregistered Class B Common Stock of Oshkosh and 1,250,000 Warrants for the purchase of that number of unregistered Class B Common Shares of Oshkosh, and each Party entered into certain performance covenants.
2.03 Pursuant to the Strategic Alliance Agreement the Parties also entered into a Distribution Agreement on December 13, 1995, pursuant to the terms of which each Party entered into certain performance covenants.
2.04 The Parties now wish to terminate the Strategic Alliance Agreement and the Distribution Agreement, and release each other from their respective performance covenants under those Agreements and other liabilities with respect thereto, as set forth below.
III. The Agreement
Therefore, the Parties agree as follows:
3.01 The Recitals. The Recitals are a part of this Agreement.
3.02 Termination of Alliance. Effective upon completion of the payments and deliveries described below, the Strategic Alliance Agreement dated June 5, 1995, shall be terminated in all respects.
3.03 Purchase and Sale of Shares and Warrants. On June 9, 1997, or such earlier date as Oshkosh may designate in writing, Oshkosh shall purchase, and Freightliner shall sell all of its 350,000 shares of Class B Common Stock and its 1,250,000 Warrants for the purchase of that number of Class B Common Stock of Oshkosh, for the aggregate sum of $6,750,000.00.

3.031     Freightliner shall deliver to Oshkosh its stock certificate
          evidencing the 350,000 shares of Class B Common Stock of
          Oshkosh which were purchased from Oshkosh on June 5, 1995,
          duly endorsed to the order of Oshkosh, together with its
          Warrant certificate evidencing the Warrants to purchase
          1,250,000 Warrant Shares of Class B Common Stock of Oshkosh
          which were purchased from Oshkosh on June 5, 1995, duly
          endorsed to the order of Oshkosh.

3.032     Oshkosh shall deliver to Freightliner a wire transfer of
          immediately available funds in the amount of $6,750,000.00
          to any Bank in the United States designated in writing by
          Freightliner with accompanying wiring instructions at least
          two business days prior to the scheduled closing date.

3.033     The Parties each shall deliver such other agreements and
          payments as are described below in this Agreement.	

3.04 Settlement of Accounts. Except as set forth in this Section 3.04, accounts relating to, or arising out of the normal course of business between the Parties shall be settled in the normal course of business. Amounts which either Party has claimed, or could have claimed from the other arising out of disagreements about contribution sharing or costs reimbursements under the Distribution Agreement, or arising out of the transfer to Oshkosh and subsequent return to Freightliner of the manufacture and assembly of the M-915 family of vehicles, shall be settled in full by the payment of the sum of $180,000.00 by Freightliner to Oshkosh. This sum shall be offset against the sum payable to Freightliner by Oshkosh under Sec. 3.03, above.
3.05 Sales of FLD Cabs. Freightliner will sell to Oshkosh its FLD cab requirements in accordance with the Cab Purchase Agreement attached as Exhibit "B" and incorporated here by reference. Customers of Oshkosh who purchase trucks incorporating FLD cabs shall obtain aftermarket service and support for such cabs through authorized Freightliner dealers.
3.06 Sales of Front Drive Axles and Transfer Cases. Oshkosh will sell to Freightliner front drive axles and transfer cases for the Freightliner M-915 family of vehicles in volumes, and upon prices and other terms and conditions that the Parties may agree upon from time to time.
3.07 Termination of Distribution Agreement. The Distribution Agreement between the Parties, dated December 13, 1995, is rescinded as of the Date of this Agreement, except that the obligations of confidentiality, indemnity, warranty, and for continuing support of Oshkosh products sold under that Agreement shall survive, including the termination of this Agreement.
3.08 Mutual Release. Each Party, for itself, its successors and assigns, hereby releases the other Party and any other person, firm or corporation charged with responsibility or liability, their successors, assigns, heirs and legal representatives, from any and all claims, demands, damages, costs, expenses, loss of services or profits, actions and causes of action arising out of the Strategic Alliance Agreement, the Distribution Agreement, and activities of each Party under the said Agreements, except as provided above in this Agreement.
Executed by the Parties on the Date of this Agreement.

OSHKOSH TRUCK CORPORATION              FREIGHTLINER CORPORATION

By:  /s/ R. Eugene Goodson            By: /s/ James L. Hebe
     R. Eugene Goodson                    James L. Hebe
Its: Chairman and Chief Executive         Its: President and Chief
     Officer                              Executive Officer	

EXHIBIT A
INTEROFFICE CORRESPONDENCE
TO: Tim Dempsey 4/23/97
FROM: Bruce Herrmann
SUBJECT: Freightliner Parts
Following is a revision of the 9/17/96 letter showing Oshkosh part numbers, descriptions and prices.
Freightliner Parts:
Cabs:
2218460 - Cab
2230530 & 2282130 & 2286800 - Cab spec, L10 2281850 - Cab
15-14555 010 Plate, cab mount - 2218580 - 1.36 A16-13606-000 - Valve cab leveling - 2218610 - 38.68 17-10425-002 - Pivot, hood hinge - 2218740 - 3.16 22-29646-003 - Bracket, mirror brace - 2231990 - 1.12 07-10367-000 - Retainer, shift lever boot - 2232010 - 2.35 03-21750-000 - Plate, air cleaner mounting - 2233120 - 21.37
*Supplier Parts - Freightliner Tooling:
STNOZX0615 - Behr
HUN68d885 - Buckhorn - Shift lever boot - 2232000 - 6.42 DNPVH001906 - Donaldson - Pre-cleaner - 2233090 - 155.06 EBA-11-2080 - Donaldson - Air cleaner - 2233070 - 124.80 GYRIS5-040 - Goodyear - Air bag for cab mount - 2218600 - 10.50 GYR566209131 - Goodyear - Air bag for cab mount - 2232220 17-12178-000 - Specialty Stamping - Classic hood bezel - 2270630 - 121.92
22-23512-000 - Griffith Rubber
A06-23321-000 - Delphi Packard - Engine harness 681-890-00-01 - Clevite - Cab mounting isolator - 2218570 - 3.89 18-29846-000 - Arvin - Cab mount shock absorber - 9.81 A15-13788-000 - Clevite - Cab mount tie rod - 2218660 - 13.27 681-810-0106 - Grote - Mirror head - 2219560 - 7.39 18-10960-020 - Con met - Grab handle brkt - 2219860 - 2.53 LOR/J17700-5 - Lord - Hood support - 2229360 - 2.01 22-21853-001 - Grote - Mirror - 2231970 - 2.50 22-21853-002 - Grote - Mirror - 2231980 - 4.79 681-891-00-01 - Clevite - Cab Mount - 2232200 - 1.76 A03-21474 - Custom Aluminum - Air intake duct - 2233100 - 55.60 22-38052-000 - Custom Aluminum/Elixir - Intake duct - 2233110 - 16.79 18-10960-021 - Con Met - Grab handle brkt - 2233350 - 2.53 18-28171-537 - Anodizing - Grab handle 18-15887-000 - Boyd Rubber - Grab handle gasket - 2233370 - .04 680-501-08-01 - Garrett/Allied - Charge air cooler - 2259200 - 351.00 05-16397-001 - Behr - Radiator - 2259210 - 399.19 2270390 - Betts - Spring, torsion - 3.09 2270400 - Betts - Spring, torsion - 2.75
* Vendor prices shown are current prices. Oshkosh will negotiate future prices directly with vendors.

EXHIBIT B
CAB REQUIREMENTS AGREEMENT
BETWEEN FREIGHTLINER CORPORATION
AND
OSHKOSH TRUCK CORPORATION
I. The Parties
The Parties to this Agreement are:
1.01 Freightliner Corporation, a Delaware corporation having its principal place of business at 4747 North Channel Avenue, Portland, Oregon 97208 ("Freightliner").
1.02 Oshkosh Truck Corporation, a Wisconsin corporation located at 2307 Oregon Street, Oshkosh, WI 54901 ("Oshkosh").
II. The Recitals
2.01 The Date of this Agreement is April 10, 1997.
2.02 Freightliner manufactures and sells vocational and other vehicles and components and parts under the trade name of Freightliner, and
2.03 Oshkosh manufactures and sells heavy duty on/off highway trucks and rear discharge concrete mixer systems for a wide variety of applications under the trade name of Oshkosh.
2.04 Freightliner and Oshkosh entered into a Strategic Alliance Agreement on June 5, 1995.
2.05 On the same Date of this Agreement the parties also entered into an Agreement to Terminate Strategic Alliance.
III. The Agreement
3.01 The Recitals are a part of this Agreement.
3.02 Freightliner shall manufacture and sell to Oshkosh, and Oshkosh shall purchase from Freightliner up to one hundred fifty (150) Freightliner FLD truck cabs ("Cabs") per year during the term of this Agreement, for installation on Oshkosh "FF" vehicles only. None of the Cabs may be installed on or used with any Pierce products or models or re-sold to any third party. Aftermarket parts for such Cabs shall be available from and purchased through Freightliner dealers.
3.03 The prices of "FF" cab componentry which are presently available are set forth on Attachment "A," attached to this Agreement and incorporated herein by reference. These prices shall apply with respect to any and all standard configuration products ordered by Oshkosh from Freightliner for delivery through the end of the 1997 model year. Thereafter, such prices may be adjusted reasonably from time to time by Freightliner subject, however, to the following:
3.031. A price shall not be increased except upon at least ninety
(90) days' prior written notice from Freightliner to Oshkosh of the increase, including the anticipated amount thereof;
3.032. A price increase shall not be retroactive in effect, and under no circumstances shall any price increase be allowed with respect to any accepted order; and
3.033. A price shall be adjusted only one (1) time per calendar year, beginning with the 1998 model year.
3.04 Freightliner shall give purchase orders of Oshkosh under Sections 3.02, above, the highest priority for completion of manufacture and delivery. Freightliner promptly shall notify Oshkosh at any time that it determines that it is reasonably probable that an Oshkosh delivery date cannot be met. Such notice also shall indicate the date(s) on which such delivery(s) will be met, so that Oshkosh can determine whether such delay is acceptable.
3.05 Periodically, Oshkosh may issue a blanket purchase order for FF cab componentry required by Oshkosh for the period designated in such order. All such blanket purchase orders shall be subject to the terms and conditions of this Agreement and, unless the Parties otherwise agree in writing, to the standard terms and conditions of sale used generally from time to time by Freightliner for sale to third parties, but in the event of any conflict between (A) the terms and conditions of this Agreement (or other terms agreed upon in writing by the Parties) and (B) said standard terms and conditions, the terms and conditions referred to in this Agreement shall control. Freightliner shall receive and process each blanket purchase order in a timely manner and shall notify Oshkosh promptly of its order acceptance(s).
3.06 Pursuant to blanket purchase orders issued by Oshkosh under Paragraph 3.08, Oshkosh shall issue individual releases against such orders for shipments of Freightliner products as specified in each release. Freightliner shall make timely shipments under all individual releases.
3.07 Payment terms shall be net thirty (30) days after delivery. Delivery shall be F.O.B. Portland.
3.08 Warranty
3.081. Freightliner warrants to Oshkosh that each Cab component supplied under this Agreement (i) shall be new; (ii) shall meet Freightliner's specifications, drawings and/or other descriptive materials pertaining to it; (iii) shall conform to applicable federal, state and/or local statutes, laws, rules, regulations, codes and ordinances; (iv) shall be free from liens and encumbrances; and (v) shall not infringe any patent, trade secret or other proprietary right of any third party.
3.082. In addition to the warranties set forth in Subparagraph 3.111, each Freightliner cab component supplied under this Agreement shall be warranted by Freightliner as more particularly set forth on Attachment "B" attached hereto and incorporated herein (the "Freightliner Limited Warranty"). Freightliner may at any time or from time to time amend the Freightliner Limited Warranty, but no such amendment shall be effective except upon ninety (90) days' prior written notice from Freightliner to Oshkosh of such amendment and of Freightliner's intention to make the same, and no such amendment shall be retroactive in effect or, under any circumstances, applicable to any accepted offer. A claim for breach of the Freightliner Limited Warranty shall be handled in accordance with the Freightliner Limited Warranty.
3.083. Freightliner shall not be liable for incidental or consequential damages, including lost profits or production downtime, incurred by Oshkosh as a result of a breach of the warranties set forth in this Paragraph 3.11. Said warranties shall be the sole and exclusive warranties and are in lieu of all other warranties, express or implied, and exclude the warranties of merchantability and fitness for a particular purpose.
3.09 Oshkosh shall provide all engineering, including application engineering, necessary for the proper and safe installation of the Cab components and parts in its vocational trucks. Freightliner shall provide all necessary product labeling with each Cab together with Operator, Service, and Parts Manuals ("Operator Materials") for each installation. Freightliner's recommended product labeling shall include but not be limited to, warning labels to be affixed to the vehicle and system in accordance with Freightliner's customary procedures.
3.10 Except as provided below, this Agreement shall have an initial term which begins on the date of this Agreement and ends on December 31, 2000.
3.101. Freightliner may terminate this Agreement upon one hundred eighty (180) days' prior written notice to Oshkosh, in the event that Freightliner substantially replaces and discontinues production of its FLD cabs. Oshkosh may terminate this Agreement upon ninety (90) days' prior written notice of Freightliner.
3.102. A Party may terminate this Agreement immediately upon written notice to the other Party if said other Party ceases to do business or is declared by a court having jurisdiction to be insolvent or bankrupt, or makes an assignment or other arrangement for the benefit of creditors, or sells, assigns or transfers all or substantially all of its assets to another party outside of the ordinary course of business.
3.103. Notwithstanding any provision of this Agreement to the contrary, neither the expiration of the term nor the termination or non-renewal of this Agreement shall affect any of a Party's rights or obligations arising under this Agreement prior to the effective date of the expiration of the term or the termination or non-renewal of this Agreement with respect to products sold and delivered at or prior to the time of such expiration of the term or the termination or non-renewal of this Agreement. This Agreement shall continue to apply with respect to any purchase order submitted by Oshkosh to Freightliner under this Agreement prior to the effective date of the expiration of the term or the termination or non-renewal of this Agreement.
3.104. Neither Party shall be liable to the other by reason of termination, non-renewal or breach of this Agreement for compensation, reimbursement or damages for: (i) loss of present or prospective profits on sales or anticipated sales; (ii) consequential, special, or incidental damages or production downtime; (iii) goodwill or loss thereof; or
(iv) expenditures, investment or any other type of commitment, financial or otherwise, made in connection with the business of such Party or in reliance upon the existence of this Agreement.
3.11 Oshkosh may not use or advertise the name "Freightliner/TM/," in connection with its marketing and sale of its "FF" vehicles incorporating Freightliner products. Oshkosh shall not publicly use or advertise the Freightliner/TM/ trademark without the prior written approval of Freightliner.
3.12 General Provisions
3.121. Freightliner shall, at Freightliner's expense, furnish Oshkosh with all information necessary to enable Oshkosh to support aftermarket service of installed Freightliner cab components and parts.
3.122. All notices under this Agreement shall be in writing and shall be delivered personally or sent by certified mail, return receipt requested, postage prepaid, by telex (acknowledged by answer back), or by telecopy of telefax (confirmed by certified mail, return receipt requested, postage prepaid) addressed to the Parties at the addresses immediately below, or to such other address of which either Party may advise the other by notice under this Subparagraph 3.132. Notices will be deemed given when personally delivered or sent as specified above.

Freightliner Corporation      Oshkosh Truck Corporation
4747 North Channel Avenue     2307 Oregon Street
P.O. Box 3849                 P.O. Box 2566
Portland, OR  97208-3849      Oshkosh, WI 54903-2566
Fax No.                       Fax No. 414-233-9669
Atten:                        Atten: Vice President & General
                                     Counsel	

3.123. Any claim or dispute arising under or out of this Agreement shall first be presented to the other Party in a concise written statement of the claim or dispute, accompanied by supporting facts or data and by a designation of a reasonable time period [but not more than thirty (30) days] for resolution. If the matter has not been resolved within the designated time period, the matter shall be referred to the CEO of each of the Parties for resolution. If the CEOs are unable to agree upon a resolution within fourteen (14) days after the matter is referred to them, then this issue is at impasse and either party may pursue any remedy legally available to them. Neither Party shall initiate arbitration proceedings or litigation without first (i) following the procedure described above and (ii) giving the other Party at least ten (10) days' prior written notice of its intention to do so.
3.124. Any headings used herein are for convenience and reference only and are not part of this Agreement, nor shall they in any way affect the interpretation hereof.
3.125. Any action or the breach of this Agreement, except for actions for any breach of warranty, shall be brought within three (3) years from the date of the accrual of the cause of action. The construction and interpretation of this Agreement shall be governed by the laws of the State of Oregon.
3.126. Each Party shall use its best efforts and act in good faith in carrying out this Agreement.
3.127. This Agreement shall be amended only in writing signed by the Parties to this Agreement.
3.128. Neither Party shall, voluntarily or involuntarily, by operation of law or otherwise, assign or otherwise transfer this Agreement, in whole or in part, without the prior, express written consent of the other Party, which consent shall not be unreasonably withheld.
3.129. This Agreement contains the entire understanding and agreement of the Parties with respect to the subject matter of this Agreement, and this Agreement shall supersede all prior communications, representations, understandings, promises or agreements between the Parties, whether verbal or written, with respect to the subject matter of this Agreement.
3.1210. This Agreement shall bind and benefit the Parties and their respective legal representatives, successors and permitted assigns.
3.1211. The warranties and representations made by a Party in this Agreement shall survive the execution and delivery of this Agreement.
3.13 Indemnification

3.131     Freightliner shall, upon Oshkosh's written request, defend,
          indemnify, and hold Oshkosh harmless of and from any claim,
          demand, suit, damage, liability, cost or expense, including
          attorney fees and expenses, final judgments and
          settlements, that may be asserted, commenced or arise
          against Oshkosh by reason of alleged breach of warranty,
          defects in material, design (except Oshkosh designs and
          parts), assembly, or manufacture of Products sold by
          Freightliner to Oshkosh under this Agreement.  Freightliner
          shall not be required to indemnify Oshkosh if the basis of
          the liability asserted would have been precluded by the
          inclusion of the Freightliner warranty in the contract with
          the end user, in the event Oshkosh has any liability for
          incidental or consequential damages arising out of the sale
          of Products in the event Oshkosh has assumed liability
          independent of the Freightliner warranty.

3.132.    Oshkosh shall indemnify, defend and hold Freightliner
          harmless from and against any and all claims or actions by
          third parties, damages, losses, costs and expenses
          (including, without limitation, reasonable attorneys' fees
          and other legal costs and expenses) for injury to or death
          of any person or persons or damage to or destruction of any
          property to the extent that such personal injury, death or
          property damage is caused by (i) any negligent act or
          omission of Oshkosh or Oshkosh's employees or agents, (ii)
          any alteration made by Oshkosh or Oshkosh employees or
          agents to Operator Materials, or to Freightliner's
          recommended product labeling, without Freightliner's prior
          consent or concurrence, or (iii) any allegations relating
          to Oshkosh designs.	

Freightliner shall promptly notify Oshkosh of any claim or action for which indemnification will be sought by Freightliner under this Subparagraph 3.162, and Oshkosh shall have the right, at its expense, to assume the defense or the settlement thereof using counsel reasonably acceptable to Freightliner , provided, however, that Freightliner shall have the right to participate, at its own expense, with respect to any such claim, action or proceeding, and no such claim, action or proceeding shall be settled without the prior written consent of Freightliner, which consent shall not be unreasonably withhold, and in connection with any such claim, action or proceeding, the Parties shall cooperate with each other and provide each other with access to relevant books and records in each Party's possession or control.
3.14 Proprietary and Confidential Information

3.141     Proprietary Information.  Oshkosh and Freightliner will use
          their best efforts to keep confidential any proprietary or
          secret information developed by the other party.   This
          obligation shall not apply to information received by
          either party which : (a) is or becomes publicly known
          through no fault of the recipient party; (b) is already
          known to the best efforts to keep confidential any
          proprietary or secret information recipient party at the
          time of disclosure; (c) has been rightfully received by the
          recipient party from a third party; (d) is independently
          developed by the recipient party; (e) is disclosed to a
          court or government agency pursuant to a subpoena or
          administrative order; or (f) is expressly released in
          writing by the other party.

3.142     Confidential and Third Parties.  The parties' obligations
          under this Paragraph 7 are not violated by dealings with
          consultant, suppliers, or authorized dealers.  However, in
          such dealings each party will undertake to maintain the
          proprietary nature of proprietary or secret information via
          confidential agreements or other appropriate measures.

3.173.    The covenants set forth in this Paragraph 3.14 shall
          survive termination or expiration of this Agreement for any
          reason, for a period of five (5) years, and shall bind the
          parties, their successors and assigns.	

3.15 Oshkosh agrees further that it shall not disassemble, decompile or otherwise reverse engineer, directly or indirectly, any or all of the proprietary parts or of Freightliner, except that Oshkosh may, with prior authorization from Freightliner (which authorization shall not be unreasonably withheld), disassemble any proprietary part of Freightliner incident to the manufacture of any Oshkosh FF truck incorporating a Freightliner cab components or parts under this Agreement.
3.16 Force Majeure

3.161     Neither Party shall be liable to the other for any delay in
          or impairment of performance under this Agreement which
          results in whole or in part from: fire, floods or other
          catastrophes; strikes, lockouts or labor disruption; acts
          of God; wars, riots or embargo delays; government
          allocations or priorities; shortages of transportation,
          fuel, labor or materials; inability to procure supplies or
          raw materials; severe weather conditions; or any other
          circumstances or cause beyond the control of such Party in
          the reasonable conduct of its business.	

Executed by the Parties on the Date of this Agreement.

FREIGHTLINER CORPORATION                OSHKOSH TRUCK CORPORATION

By /s/ James L. Hebe                    By /s/ R. Eugene Goodson
   James L. Hebe                           R. Eugene Goodson
Name/Title: President and Chief         Name/Title: Chairman and Chief
            Executive Officer                       Executive Officer

Date: May 2, 1997                       Date:  April 24, 1997	

ARTICLE 5	
THE SCHEDULE CONTAINS SUMMARY FINANCIAL INFORMATION EXTRACTED FROM THE CONSOLIDATED FINANCIAL STATEMENTS OF OSHKOSH TRUCK CORPORATION AS OF AND FOR THE NINE MONTHS ENDED JUNE 30, 1997 AND IS QUALIFIED IN ITS ENTIRETY BY REFERENCE TO SUCH FINANCIAL STATEMETNS.	
MULTIPLIER: 1,000	

		
PERIOD TYPE	9 MOS	
FISCAL YEAR END	SEP 30 1997	
PERIOD START	APR 01 1997	
PERIOD END	JUN 30 1997	
CASH	1,236	
SECURITIES	0	
RECEIVABLES	67,667	
ALLOWANCES	1,236	
INVENTORY	100,056	
CURRENT ASSETS	182,265	
PP&E	128,884	
DEPRECIATION	72,896	
TOTAL ASSETS	410,160	
CURRENT LIABILITIES	111,904	
BONDS	142,471	
PREFERRED MANDATORY	93	
PREFERRED	0	
COMMON	0	
OTHER SE	118,622	
TOTAL LIABILITY AND EQUITY	410,160	
SALES	497,381	
TOTAL REVENUES	497,381	
CGS	433,033	
TOTAL COSTS	433,033	
OTHER EXPENSES	0	
LOSS PROVISION	220	
INTEREST EXPENSE	9,571	
INCOME PRETAX	11,476	
INCOME TAX	4,586	
INCOME CONTINUING	6,890	
DISCONTINUED	0	
EXTRAORDINARY	0	
CHANGES	0	
NET INCOME	6,890	
EPS PRIMARY	.80	
EPS DILUTED	.80