Registration No. 333-______


                       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
                            (Full title of the plan)
                       ----------------------------------
           Timothy M. Dempsey, Esq.                           Copy to:
      Executive Vice President, Secretary
              and General Counsel                      Michael W. Grebe, Esq.
           Oshkosh Truck Corporation                      Foley & Lardner
              2307 Oregon Street                     777 East Wisconsin Avenue
                P. O. Box 2566                       Milwaukee, Wisconsin 53202
           Oshkosh, Wisconsin 54903                        (414) 271-2400
                (902) 235-9151
     (Name, address and telephone number,
  including area code, of agent for service)
                       ----------------------------------
<TABLE>
<CAPTION>

                         CALCULATION OF REGISTRATION FEE
------------------------ ----------------------- ---------------------- ---------------------- -------------------
       Title of                  Amount            Proposed Maximum       Proposed Maximum
   Securities to be              to be              Offering Price       Aggregate Offering        Amount of
      Registered             Registered(1)             Per Share                Price           Registration Fee
------------------------ ----------------------- ---------------------- ---------------------- -------------------
<S>                          <C>                      <C>                 <C>                     <C>
Common Stock,                425,000 shares(2)        $46.25(3)           $19,656,250(3)          $5,464.44(2)
$.01 par value

Preferred Share              425,000 rights(2)            (4)                    (4)                  (4)
Purchase Rights
------------------------ ----------------------- ---------------------- ---------------------- -------------------

(1) Pursuant to Rule 416(a) under the Securities Act of 1933, this  Registration
    Statement also covers an indeterminate number of additional shares of Common
    Stock (and related Preferred Share Purchase Rights) that may become issuable
    as a result  of stock  splits,  stock  dividends,  or  similar  transactions
    pursuant to the anti-dilution provisions of the 1990 Incentive Stock Plan.

(2) 470,670  shares  of Common  Stock  (and  related  Preferred  Share  Purchase
    Rights),  and the  corresponding  registration  fee that has been previously
    paid by the Registrant,  are being carried forward from Registrant's earlier
    Registration   Statements  on  Form  S-8,  Registration  Nos.  33-62687  and
    33-38822.

(3) 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  Common Stock on the
    Nasdaq National Market on June 23, 1999.

(4) The value  attributable  to the Preferred Share Purchase Rights is reflected
    in the market price of the Common Stock to which the Rights are attached.

                           ---------------------------
</TABLE>

Pursuant to Rule 429 under the Securities  Act of 1933, the Prospectus  referred
to herein also relates to the Registrant's  Registration Statements on Form S-8,
Registration Nos. 33-62687 and 33-38822.


<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 (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 Oshkosh Truck
Corporation (the "Company") are hereby incorporated herein by reference:

         1. The  Company's  Annual Report on Form 10-K for the fiscal year ended
September 30, 1998.

         2. The Company's  Quarterly Reports on Form 10-Q for the quarters ended
December 31, 1998 and March 31, 1999.

         3. All other  reports  filed by the Company  since  September  30, 1998
pursuant to Section 13(a) or 15 (d) of the  Securities  Exchange Act of 1934, as
amended.

         4. The  description  of the  Company's  Common  Stock  contained in the
Company's Registration Statement on Form 8-A dated September 25, 1985, including
any amendment or report filed for the purpose of updating such description.

         5. The description of the Company's Preferred Share Rights contained in
Item 1 of the Company's  Registration  Statement on Form 8-A,  dated February 1,
1999,  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 or 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.

                                      -2-
<PAGE>


Item 5.  Interests of Named Experts and Counsel.

         None.

Item 6.  Indemnification of Directors and Officers.

         Pursuant to the Wisconsin  Business  Corporation  Law and the Company's
By-laws,  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 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.  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  as  directors  except  in  circumstances
paralleling those in subparagraphs (a) through (d) outlined above.

         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 of the Company may be  entitled.  The general  effect of the
foregoing  provisions  may be to reduce  the  circumstances  which an officer or
director  may  be  required  to  bear  the  economic  burden  of  the  foregoing
liabilities and expenses.

         The Company  maintains a liability  insurance  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 exhibits filed herewith or incorporated herein by reference are set
forth in the attached Exhibit Index.


                                      -3-
<PAGE>


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 (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
Securities and Exchange  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.

         (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 this
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

                                      -4-
<PAGE>


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.


                                      -5-
<PAGE>




                                   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  Oshkosh,  State of  Wisconsin,  on this 28th day of
June, 1999.

                                             OSHKOSH TRUCK CORPORATION



                                             By: /s/ Robert G. Bohn
                                                     Robert G. Bohn
                                                     Chief Executive Officer

         Pursuant  to the  requirements  of the  Securities  Act of  1933,  this
Registration  Statement  has  been  signed  by  the  following  persons  in  the
capacities and on the dates indicated. Each person whose signature appears below
constitutes  and  appoints  Robert G.  Bohn,  Charles  L.  Szews and  Timothy M.
Dempsey, and each of them individually, his or her attorneys-in-fact and agents,
with full power of substitution and  resubstitution for him or her and in his or
her  name,  place  and  stead,  in any and all  capacities,  to sign any and all
amendments (including  post-effective  amendments) to the 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
said attorneys-in-fact and agents, and each of them, full power and authority to
do and perform each and every act and thing  requisite  and necessary to be done
in connection therewith, as fully to all intents and purposes as he or she might
or  could  do  in  person,   hereby  ratifying  and  confirming  all  that  said
attorneys-in-fact  and agents,  or any of them,  or their or his  substitute  or
substitutes, may lawfully do or cause to be done by virtue hereof.

<TABLE>
<CAPTION>

                 Signature                                        Title                                   Date
                 ---------                                        -----                                   ----

<S>                                           <C>                                                     <C>
/s/ Robert G. Bohn                            President, Chief Executive Officer and                  June 28, 1999
---------------------------------------
Robert G. Bohn                                Director (Principal Executive Officer)


/s/ Charles L. Szews                          Executive Vice President and Chief Financial            June 28, 1999
---------------------------------------
Charles L. Szews                              Officer (Principal Financial Officer)


/s/ Thomas J. Polnaszek                       Vice President and Controller (Principal                June 28, 1999
---------------------------------------
Thomas J. Polnaszek                           Accounting Officer)

                                      S-1
<PAGE>
<CAPTION>


<S>                                           <C>                                                     <C>
/s/ J. William Andersen                       Director                                                June 28, 1999
---------------------------------------
J. William Andersen


/s/ Daniel T. Carroll                         Chairman                                                June 28, 1999
---------------------------------------
Daniel T. Carroll


/s/ Frederick M. Franks, Jr.                  Director                                                June 28, 1999
---------------------------------------
General Frederick M. Franks, Jr.


/s/ Michael W. Grebe                          Director                                                June 28, 1999
---------------------------------------
Michael W. Grebe


/s/ Kathleen J. Hempel                        Director                                                June 28, 1999
---------------------------------------
Kathleen J. Hempel


/s/ J. Peter Mosling, Jr.                     Director                                                June 28, 1999
---------------------------------------
J. Peter Mosling, Jr.


/s/ Stephen P. Mosling                        Director                                                June 28, 1999
------------------------------
Stephen P. Mosling


/s/ Richard G. Sim                            Director                                                June 28, 1999
---------------------------------------
Richard G. Sim

</TABLE>

                                      S-2

<PAGE>





                                  EXHIBIT INDEX
                                  -------------

Exhibit
Number                                      Exhibit Description
------                                      -------------------

(4.1)             Oshkosh  Truck  Corporation  1990  Incentive  Stock  Plan,  as
                  amended  (incorporated  by  reference  to Exhibit  10.1 to the
                  Company's  Annual  Report  on form  10-K  for the  year  ended
                  September 30, 1998 (File No. 0-13886)).

(4.2)             Form of Oshkosh Truck  Corporation  1990 Incentive Stock Plan,
                  as amended,  Nonqualified Stock Option Agreement (incorporated
                  by  reference  to  Exhibit  4.2 to the  Company's  Restriction
                  Statement on Form S-8 (Reg. No. 33-62687)).

(4.3)             Form of Oshkosh Truck  Corporation  1990 Incentive Stock Plan,
                  as  amended,  Nonqualified  Director  Stock  Option  Agreement
                  (incorporated  by  reference  to Exhibit 4.3 to the  Company's
                  Registration Statement on Form S-8 (Reg. No. 33-62687)).

(4.4)             Restated   Articles   of   Incorporation   of  Oshkosh   Truck
                  Corporation  (incorporated  by reference to Exhibit 3.1 to the
                  Company's  Annual  Report  on Form  10-K  for the  year  ended
                  September 30, 1997 (File No. 0-13886)).

(4.5)             Credit  Agreement dated February 26, 1998, among Oshkosh Truck
                  Corporation,  Bank  of  America  National  Trust  and  Savings
                  Association,  as Agent and as Swing Line  Lender,  and certain
                  other  financial  institutions  (incorporated  by reference to
                  Exhibit 4.1 to the Company's  Current Report on Form 8-K dated
                  February 26, 1998 (File No. 0-13886)).

(4.6)             Indenture  dated  February  26,  1998,   among  Oshkosh  Truck
                  Corporation,  the  Subsidiary  Guarantors  and  Firstar  Trust
                  Company  (incorporated  by  reference  to  Exhibit  4.2 to the
                  Company's  Current  Report on Form 8-K dated February 26, 1998
                  (File No. 0-13886)).

(4.7)             Rights  Agreement,  dated  as of  February  1,  1999,  between
                  Oshkosh Truck Corporation and Firstar Bank,  Milwaukee,  N. A.
                  (incorporated  by  reference  to Exhibit 4.1 to the  Company's
                  Registration  Statement  on Form 8-A  dated  February  1, 1999
                  (File No. 0-13886)).

(5)               Opinion of Foley & Lardner.

(23.1)            Consent of Ernst & Young LLP.

(23.2)            Consent of Foley & Lardner (contained in Exhibit 5.1).

(24)              Power of Attorney (contained on the signature page hereto).


                                      E-1
[{"type": "S-8", "sequence": "1", "description": "FORM S-8", "secsgml_size_bytes": 21087}]
{"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": "333-81681", "film-number": "99653479"}, "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. 333-______

                       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
                            (Full title of the plan)
                       ----------------------------------
           Timothy M. Dempsey, Esq.                           Copy to:
      Executive Vice President, Secretary
              and General Counsel                      Michael W. Grebe, Esq.
           Oshkosh Truck Corporation                      Foley & Lardner
              2307 Oregon Street                     777 East Wisconsin Avenue
                P. O. Box 2566                       Milwaukee, Wisconsin 53202
           Oshkosh, Wisconsin 54903                        (414) 271-2400
                (902) 235-9151
     (Name, address and telephone number,
  including area code, of agent for service)
                       ----------------------------------
CALCULATION OF REGISTRATION FEE
------------------------ ----------------------- ---------------------- ---------------------- -------------------
       Title of                  Amount            Proposed Maximum       Proposed Maximum
   Securities to be              to be              Offering Price       Aggregate Offering        Amount of
      Registered             Registered(1)             Per Share                Price           Registration Fee
------------------------ ----------------------- ---------------------- ---------------------- -------------------
Common Stock,                425,000 shares(2)        $46.25(3)           $19,656,250(3)          $5,464.44(2)
$.01 par value

Preferred Share              425,000 rights(2)            (4)                    (4)                  (4)
Purchase Rights
------------------------ ----------------------- ---------------------- ---------------------- -------------------

(1) Pursuant to Rule 416(a) under the Securities Act of 1933, this  Registration
    Statement also covers an indeterminate number of additional shares of Common
    Stock (and related Preferred Share Purchase Rights) that may become issuable
    as a result  of stock  splits,  stock  dividends,  or  similar  transactions
    pursuant to the anti-dilution provisions of the 1990 Incentive Stock Plan.

(2) 470,670  shares  of Common  Stock  (and  related  Preferred  Share  Purchase
    Rights),  and the  corresponding  registration  fee that has been previously
    paid by the Registrant,  are being carried forward from Registrant's earlier
    Registration   Statements  on  Form  S-8,  Registration  Nos.  33-62687  and
    33-38822.

(3) 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  Common Stock on the
    Nasdaq National Market on June 23, 1999.

(4) The value  attributable  to the Preferred Share Purchase Rights is reflected
    in the market price of the Common Stock to which the Rights are attached.

                           ---------------------------
Pursuant to Rule 429 under the Securities  Act of 1933, the Prospectus  referred
to herein also relates to the Registrant's  Registration Statements on Form S-8,
Registration Nos. 33-62687 and 33-38822.
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 Oshkosh Truck
Corporation (the "Company") are hereby incorporated herein by reference:

         1. The  Company's  Annual Report on Form 10-K for the fiscal year ended
September 30, 1998.

         2. The Company's  Quarterly Reports on Form 10-Q for the quarters ended
December 31, 1998 and March 31, 1999.

         3. All other  reports  filed by the Company  since  September  30, 1998
pursuant to Section 13(a) or 15 (d) of the  Securities  Exchange Act of 1934, as
amended.

         4. The  description  of the  Company's  Common  Stock  contained in the
Company's Registration Statement on Form 8-A dated September 25, 1985, including
any amendment or report filed for the purpose of updating such description.

         5. The description of the Company's Preferred Share Rights contained in
Item 1 of the Company's  Registration  Statement on Form 8-A,  dated February 1,
1999,  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 or 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.

                                      -2-
Item 5.  Interests of Named Experts and Counsel.

         None.

Item 6.  Indemnification of Directors and Officers.

         Pursuant to the Wisconsin  Business  Corporation  Law and the Company's
By-laws,  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 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.  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  as  directors  except  in  circumstances
paralleling those in subparagraphs (a) through (d) outlined above.

         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 of the Company may be  entitled.  The general  effect of the
foregoing  provisions  may be to reduce  the  circumstances  which an officer or
director  may  be  required  to  bear  the  economic  burden  of  the  foregoing
liabilities and expenses.

         The Company  maintains a liability  insurance  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 exhibits filed herewith or incorporated herein by reference are set
forth in the attached Exhibit Index.

                                      -3-
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 (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
Securities and Exchange  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.

         (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 this
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

                                      -4-
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.

                                      -5-
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  Oshkosh,  State of  Wisconsin,  on this 28th day of
June, 1999.

                                             OSHKOSH TRUCK CORPORATION

                                             By: /s/ Robert G. Bohn
                                                     Robert G. Bohn
                                                     Chief Executive Officer

         Pursuant  to the  requirements  of the  Securities  Act of  1933,  this
Registration  Statement  has  been  signed  by  the  following  persons  in  the
capacities and on the dates indicated. Each person whose signature appears below
constitutes  and  appoints  Robert G.  Bohn,  Charles  L.  Szews and  Timothy M.
Dempsey, and each of them individually, his or her attorneys-in-fact and agents,
with full power of substitution and  resubstitution for him or her and in his or
her  name,  place  and  stead,  in any and all  capacities,  to sign any and all
amendments (including  post-effective  amendments) to the 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
said attorneys-in-fact and agents, and each of them, full power and authority to
do and perform each and every act and thing  requisite  and necessary to be done
in connection therewith, as fully to all intents and purposes as he or she might
or  could  do  in  person,   hereby  ratifying  and  confirming  all  that  said
attorneys-in-fact  and agents,  or any of them,  or their or his  substitute  or
substitutes, may lawfully do or cause to be done by virtue hereof.
Signature                                        Title                                   Date
                 ---------                                        -----                                   ----
/s/ Robert G. Bohn                            President, Chief Executive Officer and                  June 28, 1999
---------------------------------------
Robert G. Bohn                                Director (Principal Executive Officer)

/s/ Charles L. Szews                          Executive Vice President and Chief Financial            June 28, 1999
---------------------------------------
Charles L. Szews                              Officer (Principal Financial Officer)

/s/ Thomas J. Polnaszek                       Vice President and Controller (Principal                June 28, 1999
---------------------------------------
Thomas J. Polnaszek                           Accounting Officer)

                                      S-1
/s/ J. William Andersen                       Director                                                June 28, 1999
---------------------------------------
J. William Andersen

/s/ Daniel T. Carroll                         Chairman                                                June 28, 1999
---------------------------------------
Daniel T. Carroll

/s/ Frederick M. Franks, Jr.                  Director                                                June 28, 1999
---------------------------------------
General Frederick M. Franks, Jr.

/s/ Michael W. Grebe                          Director                                                June 28, 1999
---------------------------------------
Michael W. Grebe

/s/ Kathleen J. Hempel                        Director                                                June 28, 1999
---------------------------------------
Kathleen J. Hempel

/s/ J. Peter Mosling, Jr.                     Director                                                June 28, 1999
---------------------------------------
J. Peter Mosling, Jr.

/s/ Stephen P. Mosling                        Director                                                June 28, 1999
------------------------------
Stephen P. Mosling

/s/ Richard G. Sim                            Director                                                June 28, 1999
---------------------------------------
Richard G. Sim
S-2
EXHIBIT INDEX
                                  -------------

Exhibit
Number                                      Exhibit Description
------                                      -------------------

(4.1)             Oshkosh  Truck  Corporation  1990  Incentive  Stock  Plan,  as
                  amended  (incorporated  by  reference  to Exhibit  10.1 to the
                  Company's  Annual  Report  on form  10-K  for the  year  ended
                  September 30, 1998 (File No. 0-13886)).

(4.2)             Form of Oshkosh Truck  Corporation  1990 Incentive Stock Plan,
                  as amended,  Nonqualified Stock Option Agreement (incorporated
                  by  reference  to  Exhibit  4.2 to the  Company's  Restriction
                  Statement on Form S-8 (Reg. No. 33-62687)).

(4.3)             Form of Oshkosh Truck  Corporation  1990 Incentive Stock Plan,
                  as  amended,  Nonqualified  Director  Stock  Option  Agreement
                  (incorporated  by  reference  to Exhibit 4.3 to the  Company's
                  Registration Statement on Form S-8 (Reg. No. 33-62687)).

(4.4)             Restated   Articles   of   Incorporation   of  Oshkosh   Truck
                  Corporation  (incorporated  by reference to Exhibit 3.1 to the
                  Company's  Annual  Report  on Form  10-K  for the  year  ended
                  September 30, 1997 (File No. 0-13886)).

(4.5)             Credit  Agreement dated February 26, 1998, among Oshkosh Truck
                  Corporation,  Bank  of  America  National  Trust  and  Savings
                  Association,  as Agent and as Swing Line  Lender,  and certain
                  other  financial  institutions  (incorporated  by reference to
                  Exhibit 4.1 to the Company's  Current Report on Form 8-K dated
                  February 26, 1998 (File No. 0-13886)).

(4.6)             Indenture  dated  February  26,  1998,   among  Oshkosh  Truck
                  Corporation,  the  Subsidiary  Guarantors  and  Firstar  Trust
                  Company  (incorporated  by  reference  to  Exhibit  4.2 to the
                  Company's  Current  Report on Form 8-K dated February 26, 1998
                  (File No. 0-13886)).

(4.7)             Rights  Agreement,  dated  as of  February  1,  1999,  between
                  Oshkosh Truck Corporation and Firstar Bank,  Milwaukee,  N. A.
                  (incorporated  by  reference  to Exhibit 4.1 to the  Company's
                  Registration  Statement  on Form 8-A  dated  February  1, 1999
                  (File No. 0-13886)).

(5)               Opinion of Foley & Lardner.

(23.1)            Consent of Ernst & Young LLP.

(23.2)            Consent of Foley & Lardner (contained in Exhibit 5.1).

(24)              Power of Attorney (contained on the signature page hereto).

                                      E-1