Registration No. 33-____________

                                                                         

                       SECURITIES AND EXCHANGE COMMISSION
                             Washington, D.C. 20549
                           __________________________

                                    FORM S-8
                             REGISTRATION STATEMENT
                                      UNDER
                           THE SECURITIES ACT OF 1933
                           __________________________

                            OSHKOSH TRUCK CORPORATION
             (Exact name of registrant as specified in its charter)

                   Wisconsin                              39-0520270    
        (State or 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)

         Oshkosh Truck Corporation 1990 Incentive Stock Plan, as amended
                            (Full title of the plan)

               R. Eugene Goodson                           Copy to:
           Oshkosh Truck Corporation                Michael W. Grebe, Esq.
              2307 Oregon Street                        Foley & Lardner
                P. O. Box 2566                     777 East Wisconsin Avenue
           Oshkosh, Wisconsin 54903               Milwaukee, Wisconsin 53202
                (414) 235-9151                          (414) 271-2400
         (Name, address and telephone
         number, including area code,
             of agent for service)

                           __________________________
                         CALCULATION OF REGISTRATION FEE

                                      Proposed      Proposed
                                      Maximum        Maximum
        Title of                      Offering      Aggregate     Amount of
     Securities to   Amount to be    Price Per      Offering     Registration
     be Registered    Registered       Share        Price (1)        Fee

     Class B Common     425,000      $14.25        $6,056,250      $2,089
    Stock, $.01 par     shares
         value


   (1)  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 Oshkosh Truck Corporation
        Class B Common Stock as reported on the NASDAQ National Market on
        September 13, 1995.

                           __________________________

   <PAGE>
                                     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 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 have been previously filed by Oshkosh
   Truck Corporation (the "Company") with the Securities and Exchange
   Commission (the "Commission") and are incorporated herein by reference:

             1.   The Company's Annual Report on Form 10-K for the
        fiscal year ended September 30, 1994.

             2.   All other reports filed by the Company with the
        Commission pursuant to Section 13(a) or 15(d) of the Securities
        Exchange Act of 1934, as amended (the "Exchange Act"), since
        September 30, 1994.

             3.   The description of the Company's Class B Common Stock
        contained in its Registration Statement on Form 8-A, dated
        September 25, 1985, and any amendments or reports filed for the
        purpose of updating such description.

             All documents subsequently filed by the Company pursuant to
   Sections 13(a), 13(c), 14 or 15(d) of the Exchange Act after the date of
   this Registration Statement and prior to such time as the Company files a
   post-effective amendment to the Registration Statement indicating that all
   securities offered hereby have been sold, or which deregisters all such
   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.

             Incorporated by reference in Item 3.

   Item 5.   Interests of Named Experts and Counsel.

             Not applicable.

   Item 6.   Indemnification of Directors and Officers.

             Pursuant to the Wisconsin Business Corporation Law and By-Laws
   of the Company, as amended, 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 the defense thereof, unless
   (in the latter case only) it is determined that the director or officer
   breached or failed to perform his 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 also be noted that the Wisconsin Business
   Corporation Law specifically states that it is the 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 except in
   circumstances paralleling those in subparagraphs (a) through (d) outlined
   above.

             The Company has purchased insurance as permitted by Wisconsin
   law on behalf of directors and officers which may cover liabilities 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)             Oshkosh Truck Corporation 1990 Incentive Stock Plan,
                       as amended (incorporated by reference to Exhibit 10.3
                       to the Company's Annual Report on Form 10-K for the
                       year ended September 30, 1994 (Commission File No. 0-
                       13886)).

     (4.2)             Form of Oshkosh Truck Corporation 1990 Incentive Stock
                       Plan, as amended, Nonqualified Stock Option Agreement.

     (4.3)             Form of Oshkosh Truck Corporation 1990 Incentive Stock
                       Plan, as amended, Nonqualified Director Stock Option
                       Agreement.

     (5)               Opinion of Foley & Lardner

    (23.1)             Consent of Ernst & Young LLP

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

   Item 9.   Undertakings.

             (a)  The undersigned registrant hereby undertakes:

             (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;

                  (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 (1)(i) and (1)(ii) do not
        apply if the Registration Statement is on Form S-3 or Form S-8,
        and the information required to be included in a post-effective
        amendment by those paragraphs is contained in periodic reports
        filed 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.

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

             (c)  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.

             2.   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.

             3.   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.

   <PAGE>
                                   SIGNATURES

             Pursuant to the requirement 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 Oshkosh, State of Wisconsin, on
   September 15, 1995.

                                      OSHKOSH TRUCK CORPORATION



                                      By:  /s/ R. Eugene Goodson
                                           R. Eugene Goodson
                                           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 indicated.  Each person whose signature appears below
   constitutes and appoints R. Eugene Goodson, Robert G. Bohn and Timothy M.
   Dempsey, and each of them, his true and lawful attorneys-in-fact and
   agents, with full power of substitution and resubstitution, for him and
   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 herewith, with the Securities and Exchange
   Commission, granting unto said attorneys-in-fact and agents 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 said attorneys-in-fact and agents may
   lawfully do or cause to be done by virtue hereof.

               Name                       Title                  Date


    /s/ R. Eugene Goodson        Chairman of the Board,  July 25, 1995
    R. Eugene Goodson            Chief Executive Officer
                                 and Director (Principal
                                 Executive Officer and
                                 Principal Financial
                                 Officer)

    /s/ Robert G. Bohn           President, Chief        July 24, 1995
    Robert G. Bohn               Operating Officer and
                                 Director


    /s/ Peter F. Mueller         Controller (Principal   July 25, 1995
    Peter F. Mueller             Accounting Officer)


    /s/ J. William Andersen      Director                July 24, 1995
    J. William Andersen


    /s/ Daniel T. Carroll        Director                July 24, 1995
    Daniel T. Carroll


    /s/ Timothy M. Dempsey       Director and Secretary  July 24, 1995
    Timothy M. Dempsey


    /s/ Michael W. Grebe         Director                July 24, 1995
    Michael W. Grebe


    /s/ James L. Hebe            Director                July 24, 1995
    James L. Hebe


    /s/ J. Peter Mosling, Jr.    Director and Member of
    J. Peter Mosling, Jr.        Executive Committee     July 24, 1995


    /s/ Stephen P. Mosling       Director and Member of
    Stephen P. Mosling           Executive Committee     July 24, 1995

   <PAGE>

                                  EXHIBIT INDEX


       Exhibit No.                             Exhibit

          (4.1)        Oshkosh Truck Corporation 1990 Incentive Stock Plan,
                       as amended (incorporated by reference to Exhibit 10.3
                       to the Company's Annual Report on Form 10-K for the
                       year ended September 30, 1994).

          (4.2)        Form of Oshkosh Truck Corporation 1990 Incentive
                       Stock Plan, as amended, Nonqualified Stock Option
                       Agreement.

          (4.3)        Form of Oshkosh Truck Corporation 1990 Incentive
                       Stock Plan, as amended, Nonqualified Director Stock
                       Option Agreement.

           (5)         Opinion of Foley & Lardner

          (23.1)       Consent of Ernst & Young LLP

          (23.2)       Consent of Foley & Lardner (included in Exhibit 5
                       hereto)
[{"type": "S-8", "sequence": "1", "description": "OSHKOSH TRUCK CORPORATION FORM S-8", "secsgml_size_bytes": 16242}]
{"company-data": {"conformed-name": "OSHKOSH TRUCK CORP", "cik": "0000775158", "assigned-sic": "3711", "irs-number": "390520270", "state-of-incorporation": "WI", "fiscal-year-end": "0930"}, "filing-values": {"form-type": "S-8", "act": "33", "file-number": "033-62687", "film-number": "95574184"}, "business-address": {"street1": "2307 OREGON ST", "street2": "P O BOX 2566", "city": "OSHKOSH", "state": "WI", "zip": "54903", "phone": "4142359151"}, "mail-address": {"street2": "2307 OREGON ST P O BOX 2566", "city": "OSHKOSH", "state": "WI", "zip": "54903"}}
Registration No. 33-____________

                                                                         

                       SECURITIES AND EXCHANGE COMMISSION
                             Washington, D.C. 20549
                           __________________________

                                    FORM S-8
                             REGISTRATION STATEMENT
                                      UNDER
                           THE SECURITIES ACT OF 1933
                           __________________________

                            OSHKOSH TRUCK CORPORATION
             (Exact name of registrant as specified in its charter)

                   Wisconsin                              39-0520270    
        (State or 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)

         Oshkosh Truck Corporation 1990 Incentive Stock Plan, as amended
                            (Full title of the plan)

               R. Eugene Goodson                           Copy to:
           Oshkosh Truck Corporation                Michael W. Grebe, Esq.
              2307 Oregon Street                        Foley & Lardner
                P. O. Box 2566                     777 East Wisconsin Avenue
           Oshkosh, Wisconsin 54903               Milwaukee, Wisconsin 53202
                (414) 235-9151                          (414) 271-2400
         (Name, address and telephone
         number, including area code,
             of agent for service)

                           __________________________
                         CALCULATION OF REGISTRATION FEE

                                      Proposed      Proposed
                                      Maximum        Maximum
        Title of                      Offering      Aggregate     Amount of
     Securities to   Amount to be    Price Per      Offering     Registration
     be Registered    Registered       Share        Price (1)        Fee

     Class B Common     425,000      $14.25        $6,056,250      $2,089
    Stock, $.01 par     shares
         value

   (1)  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 Oshkosh Truck Corporation
        Class B Common Stock as reported on the NASDAQ National Market on
        September 13, 1995.

                           __________________________
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 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 have been previously filed by Oshkosh
   Truck Corporation (the "Company") with the Securities and Exchange
   Commission (the "Commission") and are incorporated herein by reference:

             1.   The Company's Annual Report on Form 10-K for the
        fiscal year ended September 30, 1994.

             2.   All other reports filed by the Company with the
        Commission pursuant to Section 13(a) or 15(d) of the Securities
        Exchange Act of 1934, as amended (the "Exchange Act"), since
        September 30, 1994.

             3.   The description of the Company's Class B Common Stock
        contained in its Registration Statement on Form 8-A, dated
        September 25, 1985, and any amendments or reports filed for the
        purpose of updating such description.

             All documents subsequently filed by the Company pursuant to
   Sections 13(a), 13(c), 14 or 15(d) of the Exchange Act after the date of
   this Registration Statement and prior to such time as the Company files a
   post-effective amendment to the Registration Statement indicating that all
   securities offered hereby have been sold, or which deregisters all such
   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.

             Incorporated by reference in Item 3.

   Item 5.   Interests of Named Experts and Counsel.

             Not applicable.

   Item 6.   Indemnification of Directors and Officers.

             Pursuant to the Wisconsin Business Corporation Law and By-Laws
   of the Company, as amended, 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 the defense thereof, unless
   (in the latter case only) it is determined that the director or officer
   breached or failed to perform his 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 also be noted that the Wisconsin Business
   Corporation Law specifically states that it is the 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 except in
   circumstances paralleling those in subparagraphs (a) through (d) outlined
   above.

             The Company has purchased insurance as permitted by Wisconsin
   law on behalf of directors and officers which may cover liabilities 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)             Oshkosh Truck Corporation 1990 Incentive Stock Plan,
                       as amended (incorporated by reference to Exhibit 10.3
                       to the Company's Annual Report on Form 10-K for the
                       year ended September 30, 1994 (Commission File No. 0-
                       13886)).

     (4.2)             Form of Oshkosh Truck Corporation 1990 Incentive Stock
                       Plan, as amended, Nonqualified Stock Option Agreement.

     (4.3)             Form of Oshkosh Truck Corporation 1990 Incentive Stock
                       Plan, as amended, Nonqualified Director Stock Option
                       Agreement.

     (5)               Opinion of Foley & Lardner

    (23.1)             Consent of Ernst & Young LLP

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

   Item 9.   Undertakings.

             (a)  The undersigned registrant hereby undertakes:

             (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;

                  (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 (1)(i) and (1)(ii) do not
        apply if the Registration Statement is on Form S-3 or Form S-8,
        and the information required to be included in a post-effective
        amendment by those paragraphs is contained in periodic reports
        filed 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.

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

             (c)  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.

             2.   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.

             3.   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.
SIGNATURES

             Pursuant to the requirement 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 Oshkosh, State of Wisconsin, on
   September 15, 1995.

                                      OSHKOSH TRUCK CORPORATION

                                      By:  /s/ R. Eugene Goodson
                                           R. Eugene Goodson
                                           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 indicated.  Each person whose signature appears below
   constitutes and appoints R. Eugene Goodson, Robert G. Bohn and Timothy M.
   Dempsey, and each of them, his true and lawful attorneys-in-fact and
   agents, with full power of substitution and resubstitution, for him and
   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 herewith, with the Securities and Exchange
   Commission, granting unto said attorneys-in-fact and agents 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 said attorneys-in-fact and agents may
   lawfully do or cause to be done by virtue hereof.

               Name                       Title                  Date

    /s/ R. Eugene Goodson        Chairman of the Board,  July 25, 1995
    R. Eugene Goodson            Chief Executive Officer
                                 and Director (Principal
                                 Executive Officer and
                                 Principal Financial
                                 Officer)

    /s/ Robert G. Bohn           President, Chief        July 24, 1995
    Robert G. Bohn               Operating Officer and
                                 Director

    /s/ Peter F. Mueller         Controller (Principal   July 25, 1995
    Peter F. Mueller             Accounting Officer)

    /s/ J. William Andersen      Director                July 24, 1995
    J. William Andersen

    /s/ Daniel T. Carroll        Director                July 24, 1995
    Daniel T. Carroll

    /s/ Timothy M. Dempsey       Director and Secretary  July 24, 1995
    Timothy M. Dempsey

    /s/ Michael W. Grebe         Director                July 24, 1995
    Michael W. Grebe

    /s/ James L. Hebe            Director                July 24, 1995
    James L. Hebe

    /s/ J. Peter Mosling, Jr.    Director and Member of
    J. Peter Mosling, Jr.        Executive Committee     July 24, 1995

    /s/ Stephen P. Mosling       Director and Member of
    Stephen P. Mosling           Executive Committee     July 24, 1995
EXHIBIT INDEX

       Exhibit No.                             Exhibit

          (4.1)        Oshkosh Truck Corporation 1990 Incentive Stock Plan,
                       as amended (incorporated by reference to Exhibit 10.3
                       to the Company's Annual Report on Form 10-K for the
                       year ended September 30, 1994).

          (4.2)        Form of Oshkosh Truck Corporation 1990 Incentive
                       Stock Plan, as amended, Nonqualified Stock Option
                       Agreement.

          (4.3)        Form of Oshkosh Truck Corporation 1990 Incentive
                       Stock Plan, as amended, Nonqualified Director Stock
                       Option Agreement.

           (5)         Opinion of Foley & Lardner

          (23.1)       Consent of Ernst & Young LLP

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