Registration No. 33-     

As filed with the Securities and Exchange Commission on
March 15, 1995
- -----------------------------------------------------------
- -----------------------------------------------------------
                      FORM S-8

               REGISTRATION STATEMENT
                        UNDER
             THE SECURITIES ACT OF 1933
                    ------------

           HARNISCHFEGER INDUSTRIES, INC.
(Exact name of registrant as specified in its charter)

          DELAWARE               39-1566457
     (State or other               (I.R.S. Employer
     jurisdiction of               Identification No.)
     incorporation or 
       organization)

     13400 Bishops Lane, Brookfield, Wisconsin    53005
     (Address of Principal Executive Offices) (Zip Code)
     
                    -------------
           HARNISCHFEGER INDUSTRIES, INC.
              1988 INCENTIVE STOCK PLAN
              (Full title of the plan)

                    --------------
                    ERIC B. FONSTAD, ESQ.                        
  Senior Corporate Counsel and Assistant Secretary               
           Harnischfeger Industries, Inc.                   
                 13400 Bishops Lane                         
             Brookfield, Wisconsin 53005                    

       (Name and address of agent for service)

                    (414)671-4400
(Telephone number, including area code, of agent for
service)

                    -------------
<TABLE>
                         CALCULATION OF REGISTRATION FEE
- ----------------------------------------------------------------------------------------------
- ----------------------------------------------------------------------------------------------
- --

<S>                 <C>            <C>            <C>       <C>
                                                  Proposed
                                   Proposed       Maximum             
Title of Securities                Maximum        Aggregate Amount of
     to be               Amount to be   Offering Price Offering  Registration   
Registered (1)      Registered (2) Per Share (3)  Price (3) Fee
- ----------------------------------------------------------------------------------------------
- -
Common Stock,
$1 par value        1,200,000 shares    $27-3/4         $33,300,000  $11,482.76
                                    
- ----------------------------------------------------------------------------------------------
- ----------------------------------------------------------------------------------------------
- --
</TABLE>                                 
(1)  Including one preferred share purchase right
     appertaining to each share of Common Stock pursuant
     to a Rights Agreement dated as of February 8, 1989
     between the Registrant and the First National Bank of
     Boston, as Rights Agent.

(2)  Pursuant to Rule 416, this Registration Statement
     shall be deemed to cover any additional shares of
     Common Stock issuable pursuant to the antidilution
     provisions of the Plan.

(3)  Pursuant to Rule 457(h), estimated solely for the
     purpose of computing the registration fee, based upon
     the average of the high and low sales prices of the
     Registrant's Common Stock on March 10, 1995; as
     reported in The Wall Street Journal.

                       PART I

INFORMATION REQUIRED IN THE SECTION 10(a) PROSPECTUS

     Information specified in Part I of Form S-8 (Items 1
and 2) will be sent or given to Plan participants as
specified by Rule 428(b)(1) under the Securities Act of
1933.

                       PART II

 INFORMATION REQUIRED IN THE REGISTRATION STATEMENT

Item 3. Incorporation of Documents by Reference.

     The following documents filed by Harnischfeger
Industries, Inc. (the "Registrant") (Commission File No. 1-
9299) with the Securities and Exchange Commission (the
"Commission") pursuant to Section 13 of the Securities
Exchange Act of 1934 (the "1934 Act") are incorporated
herein by reference:

     (a)  Annual Report on Form 10-K for the fiscal year
          ended October 31, 1994;

     (b)  Current Report on Form 8-K dated March 25,
          1992, including specifically the description of
          the Registrant's Common Stock in item 5
          thereof, which updates the description
          contained in the Registrant's Statement on Form
          8-B filed on October 20, 1986.

     (c)  Current Reports on Form 8-K dated November 29,
          1994, January 16, 1995, January 20, 1995,
          February 17, 1995, March 13, 1995 and March 14,
          1995.  

     All documents subsequently filed by the Registrant
pursuant to Sections 13(a), 13(c), 14 and 15(d) of the 1934
Act, prior to the filing of a post-effective amendment
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 herein and to be a part hereof from the date of
the filing of such documents.

     Any statement contained in a document incorporated or
deemed to be incorporated by reference herein shall be
deemed to be modified or superseded for purposes hereof to
the extent that a statement contained herein or in any
other subsequently filed document which also is or is
deemed to be incorporated by reference herein modifies or
supersedes such statement.  Any statement so modified or
superseded shall not be deemed, except as so modified or
superseded, to constitute a part hereof.

Item 4.  Description of Securities

     Not applicable.

Item 5.  Interests of Named Experts and Counsel.

     Not applicable

Item 6.  Indemnification of Directors and Officers.

     Section 145 of the General Corporation Law of the
State of Delaware permits indemnification of directors,
officers, employees and agents of corporations under
certain conditions and subject to certain limitations. 
Section 14 of Article III of the Registrant's Bylaws
provides for indemnification of any director, officer,
employee or agent of the Registrant, or any person serving
in the same capacity in any other enterprise at the request
of the Registrant, under certain circumstances.  Article 6
of the Registrant's Certificate of Incorporation eliminates
the liability of directors of the Registrant under certain
circumstances for breaches of fiduciary duty to the
Registrant and its stockholders, as permitted by Section
102(b)7 of the Delaware General Corporation Law.

     The Registrant is insured against certain liabilities
which it may incur by reason of Section 14, Article III, of
its Bylaws.  In addition, officers and directors are
insured, at the expense of the Registrant, against certain
liabilities which might arise out of their employment and
which might not be subject to indemnification under the
Bylaws.

Item 7.  Exemption from Registration Claimed.

     Not applicable

Item 8.  Exhibits

     See Exhibit Index following Signature page in this
Registration Statement, which Exhibit Index is incorporated
herein by reference.

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 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.

          (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
therein, 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 (and, where applicable,
each filing of an employee benefit plan's annual report
pursuant to 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 therein, and
the offering of such securities at that time shall be
deemed to be the initial bona fide offering thereof.

     
     (h)  Reference is made to the indemnification
provisions referred to in Item 6 of the Registration
Statement.

          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 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
Brookfield, State of Wisconsin, on March 15, 1995.

                    HARNISCHFEGER INDUSTRIES, INC.
                    (Registrant)


                    By: /s/ FRANCIS M. CORBY, JR.
                    ------------------------------
                        Francis M. Corby, Jr.     
                        Executive Vice President for
                        Finance and Administration


                  -----------------

                  POWER OF ATTORNEY

     KNOW ALL MEN BY THESE PRESENTS, that each person
whose signature appears below constitutes and appoints
Jeffery T. Grade and Francis M. Corby, Jr., and each of
them, his true and lawful attorneys-in-fact and agents,
with full power of substitution and resubstitution, for him
and in his name, place and stead, in any and all
capacities, to sign any and all amendments (including post-
effective amendments) to this registration statement, and
to file the same, with all exhibits thereto, and other
documents in connection therewith, with the Securities and
Exchange Commission, and any other regulatory authority,
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 and about the premises, as fully to all intents and
purposes as he might or could do in person, hereby
ratifying and confirming all that said attorneys-in-fact
and agents or any of them, or their substitutes, may
lawfully do or cause to be done by virtue hereof.

                    -------------  

     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 date
indicated.*

Signature                          Title

/s/JEFFERY T. GRADE                Chairman and Chief 
- --------------------------         Executive Officer
Jeffery T. Grade

/s/FRANCIS M. CORBY, JR .          Executive Vice 
- --------------------------         President for 
Francis M. Corby, Jr.              Finance and
Administration

/s/JAMES C. BENJAMIN               Vice President and 
- --------------------------         Controller 
James C. Benjamin

**                            Director
- --------------------------
Donna M. Alvarado

**                            Director
- --------------------------
John D. Correnti

                              Director
- --------------------------
Don H. Davis, Jr.

**                            Director
- --------------------------
Harry L. Davis

**                            Director
- --------------------------
Robert M. Gerrity

**                            Director
- --------------------------
Robert B. Hoffman

**                            Director
- --------------------------
Ralph C. Joynes

**                            Director
- --------------------------
Herbert V. Kohler, Jr.

**                            Director
- --------------------------
Jean-Pierre Labruyere

**                            Director
- --------------------------
Robert F. Schnoes

**                            Director
- --------------------------
Donald Taylor


                  ----------------

          * Each of these signatures is affixed as of
March 15, 1995.

          **Francis M. Corby, Jr., by signing his name
hereto, does hereby sign and execute this registration
statement on behalf of each of the above-named Directors of
Harnischfeger Industries, Inc. pursuant to the above power
of attorney executed by each of such Directors.

                              March 15, 1995

By:  /s/ Francis M. Corby, Jr.
- ---------------------------------------
Francis M. Corby, Jr., Attorney-in-Fact



           HARNISCHFEGER INDUSTRIES, INC.
                 (the "Registrant")
            (Commission File No. 1-9299)

                    EXHIBIT INDEX
                         TO
           FORM S-8 REGISTRATION STATEMENT
<TABLE>
<S>       <C>                           <C>                 <C>
Exhibit                                 Incorporated Herein Filed     Sequential
Number    Description                        by Reference To          Herewith Page No.

4.1(a)    Certificate of Incorporation of    Exhibit 28.1(a) to
          Harnischfeger Industries, Inc.     Registrant's Current
          dated September 16, 1986      Report on Form 8-K  
                                        dated March 25, 1992.

4.1(b)    Certificate of Designations of     Exhibit 28.1(b) to
          Preferred Stock, Series D          Registrant's Current
                                        Report on  Form 8-K
                                        dated March 25, 1992

4.1(c)    Certificate of Amendment of        Exhibit 4.1(c) to
          Certificate of Incorporation       Registrant's Registra-
          of Harnischfeger Industries,       tion Statement on Form
          Inc., dated November 28, 1994      S-8 filed January 9,
                                        1995, File No. 33-57209

4.2       Rights Agreement dated as of       Exhibit 1 to Registrant's
          February 8, 1989 between           Registration Statement on
          Harnischfeger Industries, Inc.     Form 8-A filed on February
          and The First National Bank of     9, 1989
          Boston, as Rights Agent, which
          includes as Exhibit A the 
          Certificate of Designations of
          Preferred Stock, Series D, setting
          forth the terms of the Preferred
          Stock, Series D; as Exhibit B the
          Form of Rights Certificate; and as
          Exhibit C the Summary of Rights to
          Purchase Preferred Stock, Series D.

4.3       Bylaws of Harnischfeger Industries,     Exhibit 4(d) to Registrant's
          Inc., as amended on March 6, 1995  Registration Statement on 
                                        Form S-3, File No. 33-57979

5*

23.1      Consent of Price Waterhouse                                 X

23.2      Consent of Arthur Andersen                                  X

24        Powers of Attorney                                Signature Page
                                                            to this
                                                            Registration Statement

99.1      Harnischfeger Industries, Inc. 1988 Incentive                    X
          Stock Plan (as amended March 6, 1995)   


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

          * No opinion of counsel is being filed herewith
because there is no present intention to use original
issuance securities for purposes of the Plan.




                                   EXHIBIT 23.1

         CONSENT OF INDEPENDENT ACCOUNTANTS


          We hereby consent to the incorporation by
reference in this Registration Statement on Form S-8 of our
report dated December 5, 1994 relating to the consolidated
financial statements of Harnischfeger Industries, Inc.,
which appears in the Current Report on Form 8-K of
Harnischfeger Industries, Inc. dated March 13, 1995.


PRICE WATERHOUSE LLP

Milwaukee, Wisconsin
March 15, 1995


                                   EXHIBIT 23.2


      CONSENT OF INDEPENDENT PUBLIC ACCOUNTANTS


       As independent public accountants, we hereby
consent to the incorporation by reference in this
Registration Statement on Form S-8 of our report dated
March 25, 1994 included in Harnischfeger Industries, Inc.'s
Form 8-K dated March 13, 1995.


ARTHUR ANDERSEN LLP

Pittsburgh, Pennsylvania
March 15, 1995






                              EXHIBIT 99.1


HARNISCHFEGER INDUSTRIES, INC. 1988 INCENTIVE STOCK PLAN
            (as amended March 6, 1995)

   HARNISCHFEGER INDUSTRIES, INC. 1988 INCENTIVE STOCK PLAN

                  Table of Contents
          Article                                     Page

     1    Introduction                             1

               1.1    Plan Name, Effective Date         1
               1.2    Purpose                           1
               1.3    Plan Administrator                2
               1.4    Company Shares Reserved for
                       the Plan                         2

     2         Administration of the Plan               3

               2.1    Plan Administrator                3
               2.2    Plan Administrator's Powers  3
               2.3    Actions by Plan 
                         Administrator                  5

     3         Plan Participants                        5

               3.1    Eligibility                       5
               3.2    Participation                     6
               3.3    Grant Date                        7

     4         Terms and Conditions of Options and
                Stock Appreciation Rights               7

               4.1    Terms and Conditions of 
                         Options                        7
               4.2    Terms and Conditions of 
                         Stock Appreciation 
                         Rights                        10
               4.3    Method of Exercising Options
                       and Stock Appreciation 
                         Rights                        12

     5         Terms and Conditions of Restricted
                         Company Shares                13

               5.1    Terms and Conditions of 
                         Restricted Company 
                         Shares                        13
               5.2    Vesting                          14
               5.3    Forfeitures                      14
               5.4    Issuance of Share 
                         Certificates                  14

     6         General Provisions                      15

               6.1    Stockholder Rights               15
               6.2    Listing, Registration and
                         Compliance with Laws 
                         and Regulations               15
               6.3    Non-Transferability of 
                         Options, Stock 
                         Appreciation Rights, 
                         and Restricted 
                         Company Shares                16
               6.4    Adjustments for Changes in
                       Company Shares                  17
               6.5    Loan Agreement Restrictions      17
               6.6    Indemnification                  17
               6.7    Withholding of Taxes             18
               6.8    No Employment Rights 
                         Conferred                     19
               6.9    Notice of Early Disposition
                         of Company Shares             19
               6.10   Cancellation of Options          19
               6.11   Continued Availability of 
                         Company Shares Under
                         Unexercised Options and
                         Forfeited Restricted 
                         Stock Grants                  19
               6.12   No Strict Construction           20
               6.13   Choice of Law                    20
               6.14   Successors                       21
               6.15   Severability                     21

     7           Amendment and Termination             21

               7.1    Amendment                        21
               7.2    Termination                      21



HARNISCHFEGER INDUSTRIES, INC. 1988 INCENTIVE STOCK PLAN

                      ARTICLE 1

                    Introduction

          1.1 Plan Name, Effective Date.  Harnischfeger
Industries, Inc. 1988 Incentive Stock Plan (the "Plan") is
established effective February 8, 1988 by Harnischfeger
Industries, Inc. (the "Company").

          1.2 Purpose.  The purpose of the Plan is to
provide key employees of the Company and its subsidiaries
with additional incentive to increase their efforts on the
Company's behalf and to remain in or enter into the employ
of the Company and its subsidiaries by granting to such
employees from time to time, at the discretion of the plan
administrator:

               (a) incentive stock options (within the
          meaning of Section 422(b) of the Internal
          Revenue Code of 1986, as amended (the "Code"))
          to purchase shares of common stock of the
          Company ("Company Shares"),

               (b) nonqualified stock options (meaning
          all options granted under the Plan which are
          not designated by the plan administrator at the
          time of grant as incentive stock options) to
          purchase Company Shares,

               (c) stock appreciation rights, but only
          in connection with incentive stock options and
          nonqualified stock options granted under the
          Plan, and

               (d)  restricted Company Shares, according
          to the terms of Article 5.

By virtue of the benefits available under the Plan,
employees who are responsible for the future growth and
continued success of the Company have an opportunity to
participate in the appreciation in the value of Company
Shares, which furnishes such employees with an additional
incentive to work for and contribute to such appreciation
through the growth and success of the Company.

          1.3 Plan Administrator.  As provided in Article
2, the Plan is administered by a committee of two or more
members of the Board of Directors of the Company (the "plan
administrator").

          1.4 Company Shares Reserved for the Plan. 
3,480,000 Company Shares (which may be authorized and
unissued shares or treasury shares and which number is
subject to adjustment as provided in Section 6.4) shall be
reserved for issuance under the Plan, reduced by the sum of
the following:  (i) all Company Shares which are purchased
after 1987 upon the exercise of purchase options at any
time granted under the Harnischfeger Industries, Inc.  1978
Incentive Stock Plan (the "1978 Plan") or this Plan, (ii)
all Company Shares for which payment of incremental value
is made after 1987 by reason of the exercise of stock
appreciation rights at any time granted under the 1978 Plan
or this Plan to the extent of a) the Company Shares
received upon such exercise of stock appreciation rights
and b) the number of Company Shares subject to incentive
stock options granted in tandem with any such stock
appreciation rights, (iii) the number of Company Shares
determined by dividing the value of the cash or other
consideration issued by the Company by reason of a
surrender after 1987 of any option by the per share market
value on the surrender date (provided that if a new option
is substituted for a surrendered option, the new option
will (regardless of the exercise price prescribed therein)
be deemed to have a value of zero for purposes of this
clause (iii)) and (iv) the number of restricted Company
Shares granted and not forfeited.

                      ARTICLE 2

             Administration of the Plan

          2.1 Plan Administrator.  The Plan is
administered by a committee consisting of two or more
directors of the Company appointed by the Board of
Directors of the Company, each of whom has not, during the
one year prior to or during service as an administrator of
the Plan, been granted or awarded equity securities of the
Company pursuant to the Plan or any other plan of the
Company other than a plan meeting the requirements of
paragraphs (c)(2)(i)(A)-(D) of Rule 16b-3 promulgated
pursuant to the Securities Exchange Act of 1934 as amended.

Subject to the foregoing, the Board of Directors of the
Company shall have the power to determine the number of
plan administrative committee members and to change such
number from time to time.  The Board of Directors may from
time to time appoint members who qualify  under the above
criteria to the plan administrative committee in
substitution for, or (where the number of members has been
increased) in addition to, members previously appointed and
may fill vacancies, however caused.  Any plan
administrative committee member may be removed by the Board
of Directors at any time without cause.  No individual may
be appointed as a committee member who shall not be a
director of the Company at the time of such appointment. 
An individual shall automatically cease to be a plan
administrative committee member at the time such individual
ceases to be a director of the Company.

          2.2 Plan Administrator's Powers.  Except as
otherwise specifically provided and in addition to the
powers, rights and duties specifically given to the plan
administrator elsewhere in the Plan, the plan administrator
shall have the following powers, rights an duties:

               (a) To determine (i) the key employees of    
          the Company and its subsidiaries to whom          
          restricted Company Shares, incentive stock        
          options, nonqualified stock options and stock     
          appreciation rights shall be granted (provided    
          that no restricted Company Shares, option or      
          stock appreciation rights may be granted to an    
          individual at a time when the individual owns, or 
          would own after the grant of such Company Shares  
          or the exercise of such option, stock possessing  
          more than 10 percent of the total combined voting 
          power of all classes of stock of the Company),    
          (ii) the time or times at which such restricted   
          Company Shares, options and stock appreciation    
          rights shall be granted  (provided that no        
          restricted Company Shares, options and no stock   
          appreciation rights may be granted after January  
          31, 1998), and (iii) the number of Company Shares 
          to be granted as restricted Company Shares or to  
          be covered under each incentive stock option or   
          nonqualified stock option and any related stock   
          appreciation right granted under the Plan,        
          provided that the aggregate number of Company     
          Shares that may be granted from time to time to   
          any participant under the Plan, whether as        
          restricted Company Shares or to be covered under  
          incentive stock options or nonqualified stock     
          options, may not exceed 350,000 shares.  The      
          share equivalent (determined by dividing the      
          applicable cash amount by the fair market value   
          of a Company Share on the date of the applicable  
          payment) of any cash received by a participant    
          upon the exercise of stock appreciation rights    
          granted under the Plan shall reduce the foregoing 
          350,000 limitation on a share for share basis.

               (b) To establish all of the terms and
          conditions governing the rights and obligations
          of a key employee with respect to any such
          restricted Company Shares, incentive stock
          option, nonqualified stock option or stock
          appreciation right granted to such employee,
          including but not limited to (i) the option
          price of Company Shares covered under each such
          option or stock appreciation right (which
          option price shall not be less than 100 percent
          of the fair market value of a Company Share on
          the date the applicable option is granted) and
          whether upon the exercise of an option such
          price may be paid in cash or Company Shares, or
          partially in each, (ii) the length of the
          period during which an option or stock
          appreciation right may be exercised, (iii) the
          time or times during each such applicable
          period when each option or stock appreciation
          right may be partially or fully exercised,
          including the power to accelerate the
          exercisability of any previously granted option
          or stock appreciation right, (iv) whether a
          stock appreciation right which has been
          exercised shall be partially or fully paid by
          the issuance of Company Shares, (v) any
          conditions precedent to be satisfied before an
          option or a stock appreciation right may be
          exercised, (vi) any restrictions on resale of
          any Company Shares received as restricted
          Company Shares or on exercise of an option or
          stock appreciation right and whether the
          Company shall have any repurchase rights with
          respect to such Company Shares, (vii) the form
          of the instruments evidencing any option or
          stock appreciation right granted under the Plan
          or effecting an exercise by a holder thereof of
          any option or stock appreciation right, and the
          form of the instruments evidencing the granting
          of restricted Company Shares, and (viii) the
          vesting schedule applicable to each grant of
          restricted Company Shares and whether the
          vesting schedule for a restricted Company Share
          shall be accelerated at any time.


               (c) To construe and interpret the Plan
          and the terms of restricted Company Shares,
          options and stock appreciation rights granted
          under the Plan, to adopt, amend and rescind
          such rules and regulations as may be necessary
          for the efficient administration of the Plan
          and as are consistent with its terms, and to
          remedy ambiguities, inconsistencies or
          omissions.

Each action taken and decision made by the plan
administrator within the scope of the authority delegated
to it by this Plan or by the Board of Directors shall be
binding and conclusive on all persons interested in the
Plan.
          2.3 Actions by Plan Administrator.  The plan
administrator shall hold its meetings at such times and
places as it may determine and may make such rules and
regulations for the conduct of its business as it considers
advisable.  A majority of the members of the plan
administrative committee shall constitute a quorum and any
action taken by a majority of the members present at a
meeting at which a quorum of members is present shall be
considered an act of the plan administrator.  The plan
administrator also may take fully effective actions by a
written instrument signed by a majority of the members of
the plan administrative committee.  The plan administrative
committee may select one of its members as its chairman and
may appoint a secretary of the committee (who need not be a
member of the committee).

                      ARTICLE 3

                  Plan Participants

          3.1 Eligibility.  Each key employee of the
Company and its subsidiaries shall be eligible to be
designated by the plan administrator as the recipient of
restricted Company Shares, an incentive stock option or
nonqualified stock option and stock appreciation rights
under the Plan. In making determinations as to the
employees to be granted restricted Company Shares, options
and stock appreciation rights, the plan administrator may
take into account the nature of the services rendered or
expected to be rendered by the respective employees, their
present and potential contributions to the Company's
success, the anticipated number of years of service
remaining and such other factors as the plan administrator
in its discretion considers relevant.  The term "key
employee" shall include officers as well as other employees
of the Company and its subsidiaries (including employees
who also are directors of the Company or one of its
subsidiaries) who have managerial, supervisory,
professional, engineering or similar responsibilities. 
Neither any member of the plan administrative committee nor
any member of the Board of Directors who is not an employee
of the Company or its subsidiaries shall be eligible to be
granted an option, any stock appreciation rights or
restricted Company Shares under the Plan.

          3.2 Participation.  The plan administrator may
from time to time grant to key employees restricted Company
Shares, incentive stock options to purchase Company Shares,
nonqualified stock options to purchase Company Shares and,
in addition at its sole discretion, stock appreciation
rights in connection with such incentive stock options or
nonqualified stock options.  The plan administrator may
grant more than one restricted Company Share, option or
stock appreciation right to the same key employee.  Each
stock appreciation right granted under the Plan must be
granted in connection with all or a portion of an incentive
stock option or nonqualified stock option granted under the
Plan.  However, a stock appreciation right may be granted
concurrently with the granting of an option or at any time
thereafter during the term of the option; provided that at
the time of such grant the individual to whom the stock
appreciation right is granted is a key employee of the
Company or of one of its subsidiaries.  No restricted
Company Share, option or stock appreciation right may be
granted to any key employee who on the effective date of
the grant is not in the employ of the Company or one of its
subsidiaries.  (Key employees who have received grants of
restricted Company Shares or options under the Plan are
sometimes referred to herein as "participants").  The
Company will from time to time grant to such key employees
as may be selected by the plan administrator the restricted
Company Shares, options and stock appreciation rights
designated to be granted by the plan administrator, subject
to the terms and conditions established by the plan
administrator and the terms and conditions herein provided.

          3.3 Grant Date.  The effective date of the
grant of a restricted Company Share, option or stock
appreciation right (the "grant date") shall be the date
specified by he plan administrator in its determination or
designation relating to the granting of such restricted
Company Shares, option or stock appreciation right:
provided that the plan administrator may not designate a
grant date with respect to any restricted Company Shares,
option or stock appreciation right which is earlier than
the date on which the granting of such share, option or
stock appreciation right is approved by the plan
administrator.

                      ARTICLE 4

Terms and Conditions of Options and Stock Appreciation
Rights

          4.1 Terms and Conditions of Options.  As
provided in Section 2.2, options granted under the Plan
shall be in such quantity, at such price, subject to such
terms and conditions and evidenced in such form as shall be
determined from time to time by the plan administrator;
provided that all options shall in any event be subject to
the following terms and conditions:

               (a) Option Price.  The option price per
          Company Share, which may be different in each
          case, shall be fixed by the plan administrator
          at or before the time the plan administrator
          approves the granting of the   option. 
          However, no option shall have an option price
          per Company Share of less than 100 percent of
          the fair market value of a Company Share on the
          grant date of the option.  For this purpose
          "fair market value" of a Company Share as of
          any date shall be determined in such manner as
          shall be prescribed in good faith by the plan
          administrator; provided that in the absence of
          specific instructions by the plan administrator
          to the contrary, the fair market value of a
          Company Share as of any date shall be equal to
          the last per share sales price reported for a
          Company Share for such date in The Wall Street
          Journal or, if no sales of Company Shares are
          reported for such date in The Wall Street
          Journal, for the next succeeding date for which
          sales of Company Shares are so reported in The
          Wall Street Journal.

               (b) Term and Exercisability of Options. 
          The term of each option granted under the Plan
          shall be for a period not exceeding ten years
          from the grant date, as established by the plan
          administrator at or before the time the plan
          administrator grants the option.  No option
          shall be exercisable (i) during the first six
          full calendar months commencing on or after the
          grant date, (ii) following the exercise of a
          stock appreciation right related to such option
          (but only to the extent the stock appreciation
          right or portion thereof that has been
          exercised covered the same Company Shares that
          were covered by the option), or (iii) on or
          following the tenth anniversary of the grant
          date (or any earlier date which is the day
          following the last day of the term of the
          option).  Unless the plan administrator
          determines otherwise in the original terms of
          an option, and subject to subsection (d) next
          below and other applicable provisions of the
          Plan, each option shall become exercisable in
          accordance with the following table based upon
          the number of full calendar months elapsed from
          the grant date of the option:

     If the Number of              The Percentage of 
     Full Calendar Months          Company Shares  
     Elapsed From the              Covered By the 
     Grant Date Equals             Option Shall Be     
     --------------------          ------------------

     Less than 6 months                 0    

     At least 6 months but
     less than 18 months                25%

     At least 18 months but
     less than 30 months           50%

     At least 30 months but
     less than 42 months           75%

     42 months or more                 100%

          Further, unless the plan administrator
          determines otherwise, in the case of a
          participant who will reach his "normal
          retirement date" (as defined in Harnischfeger
          Corporation Salaried Employees Retirement Plan)
          less than 42 months from the grant date of an
          option, the number of Company Shares which
          shall become exercisable at the beginning of
          each twelve calendar month period subsequent to
          the initial six calendar month period
          commencing on or following the grant date shall
          be the total number of Company Shares specified
          in the option multiplied by a fraction, the
          numerator of which is 100% and the denominator
          of which is the whole number (but not less than
          one) of complete twelve month periods between
          the date following such initial six calendar
          month period and the participant's normal
          retirement date.

               (c) Special Incentive Stock Option Terms. 
          The terms of each incentive stock option
          granted under the Plan shall include those
          terms which are required by Section 422 of the
          Code and such other terms not inconsistent
          therewith as the plan administrator may
          determine.  Each option which is designated by
          the plan administrator as an incentive stock
          option shall be considered to have contained
          from the outset such terms and provisions as
          shall be necessary to entitle such intended
          incentive stock option to the tax treatment
          afforded by the Code to incentive stock options
          under Section 422 of the Code.  If any
          agreement covering such an intended incentive
          stock option granted under the Plan does not
          explicitly include any terms required to
          entitle such intended incentive stock option to
          the tax treatment afforded by the Code to
          incentive stock options, then all of such
          required terms and provisions shall be
          considered implicit in such agreement and such
          intended incentive stock option shall be
          considered to have been granted subject to such
          required terms and conditions.

               (d) Early Terminations of Options. If a
          participant ceases to be employed by the
          Company and all of its subsidiaries prior to
          the end of the six full months commencing on
          the grant date of an option, the option shall
          terminate effective as of the date of the
          participant's termination of employment and no
          portion of the terminated option shall be
          exercisable after that date.  If a
          participant's termination of employment occurs
          following the six full months commencing on or
          after the grant date of an option the following
          shall apply with respect to such option:

                    (i) Except as provided in (iii) and
               (iv) below, the participant shall, during
               the three months commencing on his date
               of termination of employment, have the
               right at his discretion to partially or
               fully exercise the unexercised portion of
               the option which was exercisable at the
               time of his termination of employment.

                    (ii) If a participant shall die
               prior to his termination of employment or
               following his termination of employment
               but within the three month period
               described in subparagraph (i) next above,
               the unexercised portion of the option
               which was exercisable at the time of the
               participant's death may be partially or
               fully exercised within the twelve month
               period commencing on the date of the
               participant's death by the participant's
               estate or by any person who has acquired
               the right to exercise such option by
               bequest or inheritance or by reason of
               the laws of descent and distribution.

                    (iii) If a participant's employment
               is terminated by the Company or any of
               its subsidiaries for cause, any
               unexercised portion of an option granted
               to the participant shall terminate
               effective as of the participant's date of
               termination of employment and no portion
               thereof shall be exercisable thereafter. 
               For this purpose, termination "for cause"
               means termination as a result of the
               failure of the participant to carry out
               the duties assigned to him as a result of
               his incompetence, willful neglect or
               willful serious misconduct, as determined
               by the Company.

                    (iv) Notwithstanding the foregoing,
               the unexercised portion of any option
               shall, to the extent permitted by
               applicable law, terminate immediately
               upon the employment of a participant by a
               competitor of the Company or of one of
               its subsidiaries.

          4.2 Terms and Conditions of Stock Appreciation
Rights.  As provided in Section 2.2, stock appreciation
rights granted under the Plan shall be subject to such
terms and conditions and shall be evidenced by agreements
in such form as shall be determined from time to time by
the plan administrator.  In general (i) stock appreciation
rights shall be exercisable at such time or times and to
the extent that the incentive stock option or nonqualified
stock option, or portion thereof, to which the stock
appreciation right is related is exercisable, and (ii) upon
the termination, exercise or expiration of an option or
portion thereof to which a stock appreciation right is
related, such stock appreciation right shall terminate and
shall not thereafter be exercisable.  However,
notwithstanding that the option or portion thereof related
to a stock appreciation right may be exercisable, each
stock appreciation right may be exercised only during a
window period (as described below), a stock appreciation
right may not be exercised until after the end of the six
full calendar months commencing on or after the date such
stock appreciation right is granted (except that this
limitation shall not apply in the case of the death or
disability of a participant if the option or portion
thereof to which the stock appreciation right is related is
exercisable) and a stock appreciation right related to an
incentive stock option shall not be exercisable on any date
on which the fair market value of a Company Share is less
than the option price provided for in the related incentive
stock option.  A stock appreciation right granted to a
participant shall entitle the participant upon his exercise
of such right to surrender the related option or portion
thereof and receive an amount (herein called the
"incremental value") equal to the excess of the fair market
value on the date of such exercise of the Company Shares
subject to such surrendered option or portion thereof over
the option price of such Company Shares as provided in such
option.  The incremental value shall be paid by the Company
all in cash, all in Company Shares or in any combination of
cash and Company Shares, as the plan administrator shall
determine in its sole discretion, which determination shall
be made after considering any preference expressed by the
participant exercising the stock appreciation right.  Any
participant who wishes to express such a preference shall
notify the plan administrator in writing of his preference
and, if such participant expresses a preference to receive
cash in whole or in part, such writing shall be delivered
to the Company, in care of the plan administrator, during
the period (hereinafter the "window period") beginning on
the third business day following the date of release for
publication of an annual or quarterly summary statement of
the sales and earnings of the Company and its consolidated
subsidiaries and ending on the twelfth business day
following such date.  In the event a participant does not
duly notify the plan administrator of any preference, and
in the absence of any express determination by the plan
administrator to the contrary, each payment of incremental
value which shall become due by reason of any exercise of a
stock appreciation right shall be made in cash.  In the
event any Company Shares shall be delivered to satisfy all
or any part of any incremental value obligation arising by
reason of any exercise of a stock appreciation right, the
dollar amount of such obligation satisfied by such delivery
of Company Shares shall be considered to be equal to the
fair market value of a Company Share as of the date of
exercise multiplied by the number of Company Shares
delivered.  No fractional Company Shares shall be issued to
make any payment of incremental value, and the cash and
Company Shares payable in each case shall be adjusted in
such manner as shall be prescribed by the plan
administrator to avoid the issuance of any fractional
Company Shares.  Upon exercise of a stock appreciation
right and surrender of the related option or portion
thereof, such option, to the extent surrendered, shall be
considered to have been exercised and shall not thereafter
be exercisable, and to the extent Company Shares covered
under the option have not been used to pay the incremental
value, such Company Shares shall no longer be reserved
under the Plan.

          4.3 Method of Exercising Options and Stock
Appreciation Rights.  An option shall be exercised by a
written notice to the plan administrator and payment of the
option price to the Company, in care of the plan
administrator.  Payment of the option price may be made, at
the discretion of the optionee, (i) in cash (including
check, bank draft, or money order, (ii) by delivery of
Company Shares (valued at the fair market value thereof on
the date of exercise) or (iii) by delivery of a combination
of cash and common stock provided, however, that the plan
administration may, in any instance, in order to prevent
any possible violation of law, require the option price to
be paid in cash and further provided that the right to
deliver Company Shares in payment of the option price may
be limited or denied in any option agreement.  A stock
appreciation right shall be exercised by written notice to
the plan administrator at such time as is permitted in
accordance with the provisions of Section 4.2 and by
surrender of the option or portion thereof to which the
stock appreciation right relates.  At the time or exercise
of an option or stock appreciation right a participant may
request that Company Shares to be issued with respect to
the exercise of the option or which may be issued with
respect to the exercise of the stock appreciation right be
issued in the name of the participant and another person
jointly with right of survivorship.


                      ARTICLE 5

  Terms and Conditions of Restricted Company Shares

          5.1 Terms and Conditions of Restricted Company
Shares.  As provided in Section 2.2, Company Shares granted
under the Plan shall be subject to such terms, conditions
and restrictions, and shall be evidenced by such agreements
as shall be determined from time to time by the plan
administrator.  All grants of Company Shares shall in any
event be subject to the following terms, conditions and
restrictions:
               (a)  The purchase price, if any, will be
          determined by the plan administrator.

               (b)  Restricted Company Shares may be
          subject to restrictions on the sale or other
          disposition thereof, rights of the Company to
          reacquire such restricted Company Shares at the
          purchase price, if any, originally paid
          therefor upon termination of the employee's
          employment within specified periods,
          representation by the employee that he or she
          intends to acquire restricted Company Shares
          for investment and not for resale, and such
          other restrictions, conditions and terms as the
          plan administrator deems appropriate.

               (c)  The participant shall be entitled to
          all dividends paid with respect to restricted
          Company Shares during the period of restriction
          and shall not be required to return any such
          dividends to the Company in the event of the
          forfeiture of the restricted Company Shares.

               (d)  The participant shall be entitled to
          vote the restricted Company Shares during
          the period of restriction.

               (e)  The plan administrator shall
          determine whether restricted Company Shares are
          to be delivered to the participant with an
          appropriate legend imprinted on the certificate
          or if the shares are to be deposited in escrow
          pending removal of the restrictions.


          5.2 Vesting.  Each participant shall be vested
in the Company Shares granted under this Article 5
according to such schedule and such performance factors
affecting vesting as the plan administrator determines at
the time of grant.  As provided in Section 2.2, the plan
administrator shall have the power to accelerate the
vesting schedule.  Whenever the term "vested" or "fully
vested" are used in this Plan with reference to restricted
Company Shares, the meaning of those terms shall be
determined by reference to the vesting schedule.

          5.3 Forfeitures.  If a participant terminates
employment before his Company Shares are vested or before
fulfillment of the applicable performance factors, the
participant shall forfeit such Company Shares under terms
established by the plan administrator and they shall again
be available for issuance under Section 1.4.

          5.4 Issuance of Share Certificates.  Share
certificates for the number of restricted Company Shares
granted will be issued in the name of each participant at
the time of grant and shall be delivered pursuant to
subsection 5.1(e).  A participant may request that Company
Shares be issued in the name of the participant and another
person jointly with right of survivorship.


                      ARTICLE 6

                 General Provisions

          6.1 Stockholder Rights.  A participant shall
not have any  dividend, voting or other stockholder rights
by reason of a grant of an  option or a grant of a stock
appreciation right prior to the issuance of any Company
Shares pursuant to the proper exercise of all or any
portion of such option or stock appreciation right.  A
participant shall have dividend, voting and other
stockholder rights with respect to restricted Company
Shares except as provided in Section 6.3 or otherwise
provided at the time of grant.


          6.2 Listing, Registration and Compliance with
Laws and Regulations.  Each restricted Company Share,
option and stock appreciation right granted to a
participant shall be subject to the condition that the
Company shall not be obligated to issue any Company Shares
to the participant regardless of whether such participant
attempts to exercise or has exercised the option or stock
appreciation right, in whole or in part, if at any time the
Board of Directors shall determine, in its discretion, that
the listing, registration or qualification of Company
Shares subject to such grant, option or stock appreciation
right upon any securities exchange or under any state or
federal law, or the consent or approval of any governmental
regulatory body, is necessary or desirable as a condition
or, or in connection with, the granting of such restricted
Company Share, option or stock appreciation right or the
issue or purchase of Company Shares thereunder unless such
listing, registration, qualification, consent or approval
shall have been effected or obtained free of any conditions
not acceptable to the Board of Directors.  The Company
shall not by reason of the granting of any restricted
Company Share, option or stock appreciation right under
this Plan have any obligation to register the Company
Shares subject to such option under the Securities Act of
1933, as amended, or to maintain in effect any registration
of such Company Shares which may be made at any time under
such Act.  In this connection, the form of restricted
Company Share, stock option and stock appreciation right
agreements to be used under the Plan may provide, among
other things, that a participant shall represent that all
Company Shares are being purchased for investment and not
with a view to resale in connection with a distribution of
such Company Shares.

          6.3 Non-transferability of Options, Stock
Appreciation Rights and Restricted Company Shares.  During
a participant's lifetime any option or stock appreciation
right granted under the Plan shall be exercisable only by
the participant and shall not be transferred (except by
will or the laws of descent and distribution or pursuant to
a qualified domestic relations order as defined by the Code
or Title I of the Employee Retirement Income Security Act,
or the rules thereunder), pledged or hypothecated in any
way and shall not be subject to execution, attachment or
similar process.  Upon any attempt to transfer, assign,
pledge, hypothecate or otherwise dispose of an option or
stock appreciation right, contrary to the provisions
hereof, or upon the levy of any attachment or similar
process upon the rights and privileges conferred hereby,
such option or stock appreciation right shall immediately
become null and void.  Company Shares granted under the
provisions of Article 5 shall not be transferred until such
Shares have become fully vested and nonforfeitable, and any
attempt to sell, assign, pledge, hypothecate or otherwise
encumber such Shares shall result in their forfeiture
according to the terms of Section 5.3.

          6.4 Adjustments for Changes in Company Shares. 
In order to prevent dilution or enlargement of restricted
Company Shares, options or stock appreciation rights, in
the event of a reorganization, recapitalization, stock
split, stock dividend, combination of shares, merger,
consolidation or other change in Company Shares, the Board
of Directors shall make appropriate changes in the
aggregate number and type of Company Shares reserved for
grant as restricted Company Shares, options and stock
appreciation rights under this Plan, in the number and type
of Company Shares subject to grant as restricted Company
Shares and subject to unexercised options and stock
appreciation rights, in the option price per Company Share
specified in unexercised options and in stock appreciation
rights relating to unexercised options.

          6.5 Loan Agreement Restrictions.  Each option
and stock appreciation right shall be subject to the
condition that the Company shall not be obliged to (i)
issue any Company Shares to a participant, regardless of
whether such participant attempts to exercise or has
exercised an option or stock appreciation right, in whole
or in part, or (ii) make any payment to a participant upon
the surrender of a stock appreciation right, if at any time
the Board of Directors shall determine, in its discretion,
that the issuance of such Company Shares or the payment of
cash would be in violation of any covenant contained in any
of the Company's loan agreements or other contracts, as now
or from time to time hereafter in effect.

          6.6 Indemnification.  No member of the plan
administrative committee shall be liable, in the absence of
bad faith, for any act or omission with respect to his
service on the committee relating to the Plan.  Service on
the plan administrative committee shall constitute service
as a director of the Company so that members of the plan
administrative committee shall be entitled to
indemnification and reimbursement as directors of the
Company to the full extent provided for at any time by law,
the Company's Certificate of Incorporation, the Company's
By-Laws and in any insurance policy or other agreement
intended for the benefit of the Company's directors.

          6.7 Withholding of Taxes.  The Company shall be
entitled, if the plan administrator considers it necessary
or desirable, to withhold (in cash or Company Shares), or
secure payment from the participant in lieu of withholding,
the amount of any withholding or other payment required of
the Company under the tax withholding provisions of the
Code, any state's income tax act or any other applicable
law with respect to any amount payable and Company Shares
issuable under such participant's exercised options or
stock appreciation rights or as restricted Company Shares,
provided, however, that with respect to any Section 16
Officer (as defined below) any decision by the Company to
withhold Company Shares and any withholding of Company
Shares by the Company from a Section 16 Officer shall only
be made during a window period and provided further that no
Company Shares shall be withheld under the provisions of
this Section 6.7 that are issuable under options, stock
appreciation rights or restricted stock granted to the
Section 16 Officer less than six months before the date
either the decision to withhold or the withholding is to
take place.  A Section 16 Officer is a participant who is
or at any time during the prior six months has been
designated by the Company as a Section 16 Officer for
purposes of Section 16 of the Securities Exchange Act of
1934.  Subject to the discretion of the Company, no
distribution will be made to the participant until all tax
withholding obligations have been satisfied and, if Company
Shares are withheld pursuant to this Section 6.7, until the
window period during which the Company Shares are withheld.

          6.8 No Employment Rights Conferred.  Nothing in
the Plan or in any option, stock appreciation right or
restricted Company Share granted under the Plan shall
confer any right on an employee to continue in the employ
of the Company or any subsidiary or shall interfere in any
way with the right of the Company or any subsidiary at any
time to terminate his employment with or without cause or
to adjust his compensation.

          6.9 Notice of Early Disposition of Company
Shares.  As a condition of participation in the Plan each
participant agrees that he will give prompt notice to the
plan administrator of any disposition of Company Shares
acquired upon the exercise of an incentive stock option if
such disposition occurs within either two years after the
grant date of an incentive stock option or one year after
the receipt of such Company Shares by the participant
following his exercise of the incentive stock option.

          6.10  Cancellation of Options.  By express
written agreement a participant and the plan administrator
may agree that any previously granted option is thereby
canceled as of the date of the agreement and, at its
discretion, the plan administrator may subsequently grant
to such a participant who has voluntarily surrendered and
canceled a prior option one or more new or substitute
similar or different options under the plan.

          6.11 Continued Availability of Company Shares
Under Unexercised Options and Forfeited Restricted Stock
Grants.  If an option granted under the Plan terminates or
expires without being wholly exercised, if Company Shares
as to which an option has been exercised shall for any
reason not be issued, or if restricted Company Shares are
forfeited, restricted Company Shares or a new option (and
at the discretion of the plan administrator a related stock
appreciation right) may be granted under the Plan covering
the number of Company Shares to which such termination,
expiration, forfeiture, failure to issue or reacquisition
relates; provided, however, that to the extent Company
Shares are issued in connection with the exercise of a
stock appreciation right or a stock appreciation right
granted in connection with an incentive stock option is
exercised, the related option shall, solely for purposes of
determining the total number of Company Shares available
for grant under the Plan, be deemed to have been exercised,
and the Company Shares issued upon the exercise of such
stock appreciation right or which otherwise would have been
issued upon the exercise of an incentive stock option
related to such stock appreciation right shall not
thereafter be available for any further grants under the
Plan.

          6.12 No Strict Construction.  No rule of strict
construction shall be applied against the Company, the plan
administrator or any other person in the interpretation of
any of the terms of the plan, any option agreement or stock
appreciation right agreement or restricted Company Share
agreement, any option or stock appreciation right or
restricted Company Share granted under the plan or any rule
or procedure established by the plan administrator.

          6.13 Choice of Law.  Each option, stock
appreciation right, and restricted Company Share granted
under the Plan shall be considered to be a contract under
the laws of the State of Wisconsin and, for all purposes,
the Plan and each option, stock appreciation right, and
restricted Company Share granted under the Plan shall be
construed in accordance with and governed by the laws of
the State of Wisconsin.

          6.14 Successors.  This Plan is binding on and
will inure to the benefit of any successor to the Company,
whether by way of merger, consolidation, purchase or
otherwise.


          6.15 Severability.  If any provision of the
Plan or an option or stock appreciation right or restricted
Company Share agreement shall be held illegal or invalid
for any reason, such illegality or invalidity shall not
affect the remaining provisions of the Plan or such
agreement, and the Plan and such agreement shall each be
construed and enforced as if the invalid provisions had
never been set forth therein.

                      ARTICLE 7

              Amendment and Termination

          7.1 Amendment.  The Board of Directors may
amend the Plan from time to time, in its sole discretion,
but no amendment shall:

               (a) without a participant's consent
          impair his rights to any option or stock
          appreciation right or restricted Company Share
          theretofore granted; or

               (b) without the authorization and
          approval of the Company's stockholders (i)
          increase the maximum number of Company Shares
          which may be issued in the aggregate under the
          Plan, except as provided in Section 6.4, (ii)
          extend the termination date of the Plan or of
          any option or stock appreciation right granted
          under the Plan, or (iii) enlarge the class of
          employees eligible to receive options or stock
          appreciation rights or restricted Company
          Shares under the Plan.

          7.2 Termination.  The Board of Directors may
terminate the Plan at any time with respect to Company
Shares which have not theretofore been granted or for which
options have not theretofore been granted.  Unless earlier
terminated, the Pan will terminate at the close of business
on January 31, 1998.  Following the termination of the
Plan, all options or stock appreciation rights which prior
to the Plan termination have not expired, terminated or
been exercised or surrendered may be exercised in
accordance with their terms and the terms hereof, all
restricted Company Shares which have been granted may vest
or be forfeited in accordance with the terms of their grant
and the terms hereof, and the plan administrator shall
continue to have its full powers under the Plan, except
with respect to the granting of restricted Company Shares,
options or stock appreciation rights under the Plan.



March 15, 1995

VIA ELECTRONIC FILING


Securities and Exchange Commission                   
450 Fifth Street, N.W.
Washington, D.C. 20549

       RE:  Harnischfeger Industries, Inc.
            Registration Statement on S-8
            ------------------------------------

Ladies and Gentlemen:

       Pursuant to Section 6(a) of the Securities Act of
1933, as amended, and in accordance with Regulation S-T,
concurrently herewith Harnischfeger Industries, Inc. (the
"Company") is electronically filing with the Securities and
Exchange Commission (the "Commission") its Registration
Statement on Form S-8.  The Company has previously sent a
wire transfer to the account of the Commission in the
amount of $11,482.76 representing the applicable filing fee
in connection with the Registration Statement.
  
       The Registration Statement relates to 1,200,000
shares of the Company's Common Stock, par value $1.00 per
share, issuable under the Harnischfeger Industries Inc.
1988 Incentive Stock Plan.

       Any communications with respect to the Registration
Statement should be made to K. Thor Lundgren, Executive
Vice President for Law and Government Affairs of the
Company at (414)797-6844 or me at (414)797-6435.

Very truly yours,

/s/ Eric B. Fonstad

Eric B. Fonstad
Senior Corporate Counsel
and Assistant Secretary

cc:    K. Thor Lundgren
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{"company-data": {"conformed-name": "HARNISCHFEGER INDUSTRIES INC", "cik": "0000801898", "assigned-sic": "3550", "irs-number": "391566457", "state-of-incorporation": "DE", "fiscal-year-end": "1031"}, "filing-values": {"form-type": "S-8", "act": "33", "file-number": "033-58087", "film-number": "95520778"}, "business-address": {"street1": "13400 BISHOPS LN", "city": "BROOKFIELD", "state": "WI", "zip": "53005", "phone": "4146714400"}, "mail-address": {"street1": "P.O. BOX 554", "city": "MILWAUKEE", "state": "WI", "zip": "53201-0554"}}
Registration No. 33-     

As filed with the Securities and Exchange Commission on
March 15, 1995
- -----------------------------------------------------------
- -----------------------------------------------------------
                      FORM S-8

               REGISTRATION STATEMENT
                        UNDER
             THE SECURITIES ACT OF 1933
                    ------------

           HARNISCHFEGER INDUSTRIES, INC.
(Exact name of registrant as specified in its charter)

          DELAWARE               39-1566457
     (State or other               (I.R.S. Employer
     jurisdiction of               Identification No.)
     incorporation or 
       organization)

     13400 Bishops Lane, Brookfield, Wisconsin    53005
     (Address of Principal Executive Offices) (Zip Code)
     
                    -------------
           HARNISCHFEGER INDUSTRIES, INC.
              1988 INCENTIVE STOCK PLAN
              (Full title of the plan)

                    --------------
                    ERIC B. FONSTAD, ESQ.                        
  Senior Corporate Counsel and Assistant Secretary               
           Harnischfeger Industries, Inc.                   
                 13400 Bishops Lane                         
             Brookfield, Wisconsin 53005                    

       (Name and address of agent for service)

                    (414)671-4400
(Telephone number, including area code, of agent for
service)

                    -------------

                         CALCULATION OF REGISTRATION FEE
- ----------------------------------------------------------------------------------------------
- ----------------------------------------------------------------------------------------------
- --
Proposed
                                   Proposed       Maximum             
Title of Securities                Maximum        Aggregate Amount of
     to be               Amount to be   Offering Price Offering  Registration   
Registered (1)      Registered (2) Per Share (3)  Price (3) Fee
- ----------------------------------------------------------------------------------------------
- -
Common Stock,
$1 par value        1,200,000 shares    $27-3/4         $33,300,000  $11,482.76
                                    
- ----------------------------------------------------------------------------------------------
- ----------------------------------------------------------------------------------------------
- --
(1)  Including one preferred share purchase right
     appertaining to each share of Common Stock pursuant
     to a Rights Agreement dated as of February 8, 1989
     between the Registrant and the First National Bank of
     Boston, as Rights Agent.

(2)  Pursuant to Rule 416, this Registration Statement
     shall be deemed to cover any additional shares of
     Common Stock issuable pursuant to the antidilution
     provisions of the Plan.

(3)  Pursuant to Rule 457(h), estimated solely for the
     purpose of computing the registration fee, based upon
     the average of the high and low sales prices of the
     Registrant's Common Stock on March 10, 1995; as
     reported in The Wall Street Journal.

                       PART I

INFORMATION REQUIRED IN THE SECTION 10(a) PROSPECTUS

     Information specified in Part I of Form S-8 (Items 1
and 2) will be sent or given to Plan participants as
specified by Rule 428(b)(1) under the Securities Act of
1933.

                       PART II

 INFORMATION REQUIRED IN THE REGISTRATION STATEMENT

Item 3. Incorporation of Documents by Reference.

     The following documents filed by Harnischfeger
Industries, Inc. (the "Registrant") (Commission File No. 1-
9299) with the Securities and Exchange Commission (the
"Commission") pursuant to Section 13 of the Securities
Exchange Act of 1934 (the "1934 Act") are incorporated
herein by reference:

     (a)  Annual Report on Form 10-K for the fiscal year
          ended October 31, 1994;

     (b)  Current Report on Form 8-K dated March 25,
          1992, including specifically the description of
          the Registrant's Common Stock in item 5
          thereof, which updates the description
          contained in the Registrant's Statement on Form
          8-B filed on October 20, 1986.

     (c)  Current Reports on Form 8-K dated November 29,
          1994, January 16, 1995, January 20, 1995,
          February 17, 1995, March 13, 1995 and March 14,
          1995.  

     All documents subsequently filed by the Registrant
pursuant to Sections 13(a), 13(c), 14 and 15(d) of the 1934
Act, prior to the filing of a post-effective amendment
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 herein and to be a part hereof from the date of
the filing of such documents.

     Any statement contained in a document incorporated or
deemed to be incorporated by reference herein shall be
deemed to be modified or superseded for purposes hereof to
the extent that a statement contained herein or in any
other subsequently filed document which also is or is
deemed to be incorporated by reference herein modifies or
supersedes such statement.  Any statement so modified or
superseded shall not be deemed, except as so modified or
superseded, to constitute a part hereof.

Item 4.  Description of Securities

     Not applicable.

Item 5.  Interests of Named Experts and Counsel.

     Not applicable

Item 6.  Indemnification of Directors and Officers.

     Section 145 of the General Corporation Law of the
State of Delaware permits indemnification of directors,
officers, employees and agents of corporations under
certain conditions and subject to certain limitations. 
Section 14 of Article III of the Registrant's Bylaws
provides for indemnification of any director, officer,
employee or agent of the Registrant, or any person serving
in the same capacity in any other enterprise at the request
of the Registrant, under certain circumstances.  Article 6
of the Registrant's Certificate of Incorporation eliminates
the liability of directors of the Registrant under certain
circumstances for breaches of fiduciary duty to the
Registrant and its stockholders, as permitted by Section
102(b)7 of the Delaware General Corporation Law.

     The Registrant is insured against certain liabilities
which it may incur by reason of Section 14, Article III, of
its Bylaws.  In addition, officers and directors are
insured, at the expense of the Registrant, against certain
liabilities which might arise out of their employment and
which might not be subject to indemnification under the
Bylaws.

Item 7.  Exemption from Registration Claimed.

     Not applicable

Item 8.  Exhibits

     See Exhibit Index following Signature page in this
Registration Statement, which Exhibit Index is incorporated
herein by reference.

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 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.

          (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
therein, 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 (and, where applicable,
each filing of an employee benefit plan's annual report
pursuant to 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 therein, and
the offering of such securities at that time shall be
deemed to be the initial bona fide offering thereof.

     
     (h)  Reference is made to the indemnification
provisions referred to in Item 6 of the Registration
Statement.

          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 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
Brookfield, State of Wisconsin, on March 15, 1995.

                    HARNISCHFEGER INDUSTRIES, INC.
                    (Registrant)

                    By: /s/ FRANCIS M. CORBY, JR.
                    ------------------------------
                        Francis M. Corby, Jr.     
                        Executive Vice President for
                        Finance and Administration

                  -----------------

                  POWER OF ATTORNEY

     KNOW ALL MEN BY THESE PRESENTS, that each person
whose signature appears below constitutes and appoints
Jeffery T. Grade and Francis M. Corby, Jr., and each of
them, his true and lawful attorneys-in-fact and agents,
with full power of substitution and resubstitution, for him
and in his name, place and stead, in any and all
capacities, to sign any and all amendments (including post-
effective amendments) to this registration statement, and
to file the same, with all exhibits thereto, and other
documents in connection therewith, with the Securities and
Exchange Commission, and any other regulatory authority,
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 and about the premises, as fully to all intents and
purposes as he might or could do in person, hereby
ratifying and confirming all that said attorneys-in-fact
and agents or any of them, or their substitutes, may
lawfully do or cause to be done by virtue hereof.

                    -------------  

     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 date
indicated.*

Signature                          Title

/s/JEFFERY T. GRADE                Chairman and Chief 
- --------------------------         Executive Officer
Jeffery T. Grade

/s/FRANCIS M. CORBY, JR .          Executive Vice 
- --------------------------         President for 
Francis M. Corby, Jr.              Finance and
Administration

/s/JAMES C. BENJAMIN               Vice President and 
- --------------------------         Controller 
James C. Benjamin

**                            Director
- --------------------------
Donna M. Alvarado

**                            Director
- --------------------------
John D. Correnti

                              Director
- --------------------------
Don H. Davis, Jr.

**                            Director
- --------------------------
Harry L. Davis

**                            Director
- --------------------------
Robert M. Gerrity

**                            Director
- --------------------------
Robert B. Hoffman

**                            Director
- --------------------------
Ralph C. Joynes

**                            Director
- --------------------------
Herbert V. Kohler, Jr.

**                            Director
- --------------------------
Jean-Pierre Labruyere

**                            Director
- --------------------------
Robert F. Schnoes

**                            Director
- --------------------------
Donald Taylor

                  ----------------

          * Each of these signatures is affixed as of
March 15, 1995.

          **Francis M. Corby, Jr., by signing his name
hereto, does hereby sign and execute this registration
statement on behalf of each of the above-named Directors of
Harnischfeger Industries, Inc. pursuant to the above power
of attorney executed by each of such Directors.

                              March 15, 1995

By:  /s/ Francis M. Corby, Jr.
- ---------------------------------------
Francis M. Corby, Jr., Attorney-in-Fact

           HARNISCHFEGER INDUSTRIES, INC.
                 (the "Registrant")
            (Commission File No. 1-9299)

                    EXHIBIT INDEX
                         TO
           FORM S-8 REGISTRATION STATEMENT
Exhibit                                 Incorporated Herein Filed     Sequential
Number    Description                        by Reference To          Herewith Page No.

4.1(a)    Certificate of Incorporation of    Exhibit 28.1(a) to
          Harnischfeger Industries, Inc.     Registrant's Current
          dated September 16, 1986      Report on Form 8-K  
                                        dated March 25, 1992.

4.1(b)    Certificate of Designations of     Exhibit 28.1(b) to
          Preferred Stock, Series D          Registrant's Current
                                        Report on  Form 8-K
                                        dated March 25, 1992

4.1(c)    Certificate of Amendment of        Exhibit 4.1(c) to
          Certificate of Incorporation       Registrant's Registra-
          of Harnischfeger Industries,       tion Statement on Form
          Inc., dated November 28, 1994      S-8 filed January 9,
                                        1995, File No. 33-57209

4.2       Rights Agreement dated as of       Exhibit 1 to Registrant's
          February 8, 1989 between           Registration Statement on
          Harnischfeger Industries, Inc.     Form 8-A filed on February
          and The First National Bank of     9, 1989
          Boston, as Rights Agent, which
          includes as Exhibit A the 
          Certificate of Designations of
          Preferred Stock, Series D, setting
          forth the terms of the Preferred
          Stock, Series D; as Exhibit B the
          Form of Rights Certificate; and as
          Exhibit C the Summary of Rights to
          Purchase Preferred Stock, Series D.

4.3       Bylaws of Harnischfeger Industries,     Exhibit 4(d) to Registrant's
          Inc., as amended on March 6, 1995  Registration Statement on 
                                        Form S-3, File No. 33-57979

5*

23.1      Consent of Price Waterhouse                                 X

23.2      Consent of Arthur Andersen                                  X

24        Powers of Attorney                                Signature Page
                                                            to this
                                                            Registration Statement

99.1      Harnischfeger Industries, Inc. 1988 Incentive                    X
          Stock Plan (as amended March 6, 1995)   

- ----------------------------------------------------------------------------------------------
* No opinion of counsel is being filed herewith
because there is no present intention to use original
issuance securities for purposes of the Plan.

                                   EXHIBIT 23.1

         CONSENT OF INDEPENDENT ACCOUNTANTS

          We hereby consent to the incorporation by
reference in this Registration Statement on Form S-8 of our
report dated December 5, 1994 relating to the consolidated
financial statements of Harnischfeger Industries, Inc.,
which appears in the Current Report on Form 8-K of
Harnischfeger Industries, Inc. dated March 13, 1995.

PRICE WATERHOUSE LLP

Milwaukee, Wisconsin
March 15, 1995

                                   EXHIBIT 23.2

      CONSENT OF INDEPENDENT PUBLIC ACCOUNTANTS

       As independent public accountants, we hereby
consent to the incorporation by reference in this
Registration Statement on Form S-8 of our report dated
March 25, 1994 included in Harnischfeger Industries, Inc.'s
Form 8-K dated March 13, 1995.

ARTHUR ANDERSEN LLP

Pittsburgh, Pennsylvania
March 15, 1995

                              EXHIBIT 99.1

HARNISCHFEGER INDUSTRIES, INC. 1988 INCENTIVE STOCK PLAN
            (as amended March 6, 1995)

   HARNISCHFEGER INDUSTRIES, INC. 1988 INCENTIVE STOCK PLAN

                  Table of Contents
          Article                                     Page

     1    Introduction                             1

               1.1    Plan Name, Effective Date         1
               1.2    Purpose                           1
               1.3    Plan Administrator                2
               1.4    Company Shares Reserved for
                       the Plan                         2

     2         Administration of the Plan               3

               2.1    Plan Administrator                3
               2.2    Plan Administrator's Powers  3
               2.3    Actions by Plan 
                         Administrator                  5

     3         Plan Participants                        5

               3.1    Eligibility                       5
               3.2    Participation                     6
               3.3    Grant Date                        7

     4         Terms and Conditions of Options and
                Stock Appreciation Rights               7

               4.1    Terms and Conditions of 
                         Options                        7
               4.2    Terms and Conditions of 
                         Stock Appreciation 
                         Rights                        10
               4.3    Method of Exercising Options
                       and Stock Appreciation 
                         Rights                        12

     5         Terms and Conditions of Restricted
                         Company Shares                13

               5.1    Terms and Conditions of 
                         Restricted Company 
                         Shares                        13
               5.2    Vesting                          14
               5.3    Forfeitures                      14
               5.4    Issuance of Share 
                         Certificates                  14

     6         General Provisions                      15

               6.1    Stockholder Rights               15
               6.2    Listing, Registration and
                         Compliance with Laws 
                         and Regulations               15
               6.3    Non-Transferability of 
                         Options, Stock 
                         Appreciation Rights, 
                         and Restricted 
                         Company Shares                16
               6.4    Adjustments for Changes in
                       Company Shares                  17
               6.5    Loan Agreement Restrictions      17
               6.6    Indemnification                  17
               6.7    Withholding of Taxes             18
               6.8    No Employment Rights 
                         Conferred                     19
               6.9    Notice of Early Disposition
                         of Company Shares             19
               6.10   Cancellation of Options          19
               6.11   Continued Availability of 
                         Company Shares Under
                         Unexercised Options and
                         Forfeited Restricted 
                         Stock Grants                  19
               6.12   No Strict Construction           20
               6.13   Choice of Law                    20
               6.14   Successors                       21
               6.15   Severability                     21

     7           Amendment and Termination             21

               7.1    Amendment                        21
               7.2    Termination                      21

HARNISCHFEGER INDUSTRIES, INC. 1988 INCENTIVE STOCK PLAN

                      ARTICLE 1

                    Introduction

          1.1 Plan Name, Effective Date.  Harnischfeger
Industries, Inc. 1988 Incentive Stock Plan (the "Plan") is
established effective February 8, 1988 by Harnischfeger
Industries, Inc. (the "Company").

          1.2 Purpose.  The purpose of the Plan is to
provide key employees of the Company and its subsidiaries
with additional incentive to increase their efforts on the
Company's behalf and to remain in or enter into the employ
of the Company and its subsidiaries by granting to such
employees from time to time, at the discretion of the plan
administrator:

               (a) incentive stock options (within the
          meaning of Section 422(b) of the Internal
          Revenue Code of 1986, as amended (the "Code"))
          to purchase shares of common stock of the
          Company ("Company Shares"),

               (b) nonqualified stock options (meaning
          all options granted under the Plan which are
          not designated by the plan administrator at the
          time of grant as incentive stock options) to
          purchase Company Shares,

               (c) stock appreciation rights, but only
          in connection with incentive stock options and
          nonqualified stock options granted under the
          Plan, and

               (d)  restricted Company Shares, according
          to the terms of Article 5.

By virtue of the benefits available under the Plan,
employees who are responsible for the future growth and
continued success of the Company have an opportunity to
participate in the appreciation in the value of Company
Shares, which furnishes such employees with an additional
incentive to work for and contribute to such appreciation
through the growth and success of the Company.

          1.3 Plan Administrator.  As provided in Article
2, the Plan is administered by a committee of two or more
members of the Board of Directors of the Company (the "plan
administrator").

          1.4 Company Shares Reserved for the Plan. 
3,480,000 Company Shares (which may be authorized and
unissued shares or treasury shares and which number is
subject to adjustment as provided in Section 6.4) shall be
reserved for issuance under the Plan, reduced by the sum of
the following:  (i) all Company Shares which are purchased
after 1987 upon the exercise of purchase options at any
time granted under the Harnischfeger Industries, Inc.  1978
Incentive Stock Plan (the "1978 Plan") or this Plan, (ii)
all Company Shares for which payment of incremental value
is made after 1987 by reason of the exercise of stock
appreciation rights at any time granted under the 1978 Plan
or this Plan to the extent of a) the Company Shares
received upon such exercise of stock appreciation rights
and b) the number of Company Shares subject to incentive
stock options granted in tandem with any such stock
appreciation rights, (iii) the number of Company Shares
determined by dividing the value of the cash or other
consideration issued by the Company by reason of a
surrender after 1987 of any option by the per share market
value on the surrender date (provided that if a new option
is substituted for a surrendered option, the new option
will (regardless of the exercise price prescribed therein)
be deemed to have a value of zero for purposes of this
clause (iii)) and (iv) the number of restricted Company
Shares granted and not forfeited.

                      ARTICLE 2

             Administration of the Plan

          2.1 Plan Administrator.  The Plan is
administered by a committee consisting of two or more
directors of the Company appointed by the Board of
Directors of the Company, each of whom has not, during the
one year prior to or during service as an administrator of
the Plan, been granted or awarded equity securities of the
Company pursuant to the Plan or any other plan of the
Company other than a plan meeting the requirements of
paragraphs (c)(2)(i)(A)-(D) of Rule 16b-3 promulgated
pursuant to the Securities Exchange Act of 1934 as amended.

Subject to the foregoing, the Board of Directors of the
Company shall have the power to determine the number of
plan administrative committee members and to change such
number from time to time.  The Board of Directors may from
time to time appoint members who qualify  under the above
criteria to the plan administrative committee in
substitution for, or (where the number of members has been
increased) in addition to, members previously appointed and
may fill vacancies, however caused.  Any plan
administrative committee member may be removed by the Board
of Directors at any time without cause.  No individual may
be appointed as a committee member who shall not be a
director of the Company at the time of such appointment. 
An individual shall automatically cease to be a plan
administrative committee member at the time such individual
ceases to be a director of the Company.

          2.2 Plan Administrator's Powers.  Except as
otherwise specifically provided and in addition to the
powers, rights and duties specifically given to the plan
administrator elsewhere in the Plan, the plan administrator
shall have the following powers, rights an duties:

               (a) To determine (i) the key employees of    
          the Company and its subsidiaries to whom          
          restricted Company Shares, incentive stock        
          options, nonqualified stock options and stock     
          appreciation rights shall be granted (provided    
          that no restricted Company Shares, option or      
          stock appreciation rights may be granted to an    
          individual at a time when the individual owns, or 
          would own after the grant of such Company Shares  
          or the exercise of such option, stock possessing  
          more than 10 percent of the total combined voting 
          power of all classes of stock of the Company),    
          (ii) the time or times at which such restricted   
          Company Shares, options and stock appreciation    
          rights shall be granted  (provided that no        
          restricted Company Shares, options and no stock   
          appreciation rights may be granted after January  
          31, 1998), and (iii) the number of Company Shares 
          to be granted as restricted Company Shares or to  
          be covered under each incentive stock option or   
          nonqualified stock option and any related stock   
          appreciation right granted under the Plan,        
          provided that the aggregate number of Company     
          Shares that may be granted from time to time to   
          any participant under the Plan, whether as        
          restricted Company Shares or to be covered under  
          incentive stock options or nonqualified stock     
          options, may not exceed 350,000 shares.  The      
          share equivalent (determined by dividing the      
          applicable cash amount by the fair market value   
          of a Company Share on the date of the applicable  
          payment) of any cash received by a participant    
          upon the exercise of stock appreciation rights    
          granted under the Plan shall reduce the foregoing 
          350,000 limitation on a share for share basis.

               (b) To establish all of the terms and
          conditions governing the rights and obligations
          of a key employee with respect to any such
          restricted Company Shares, incentive stock
          option, nonqualified stock option or stock
          appreciation right granted to such employee,
          including but not limited to (i) the option
          price of Company Shares covered under each such
          option or stock appreciation right (which
          option price shall not be less than 100 percent
          of the fair market value of a Company Share on
          the date the applicable option is granted) and
          whether upon the exercise of an option such
          price may be paid in cash or Company Shares, or
          partially in each, (ii) the length of the
          period during which an option or stock
          appreciation right may be exercised, (iii) the
          time or times during each such applicable
          period when each option or stock appreciation
          right may be partially or fully exercised,
          including the power to accelerate the
          exercisability of any previously granted option
          or stock appreciation right, (iv) whether a
          stock appreciation right which has been
          exercised shall be partially or fully paid by
          the issuance of Company Shares, (v) any
          conditions precedent to be satisfied before an
          option or a stock appreciation right may be
          exercised, (vi) any restrictions on resale of
          any Company Shares received as restricted
          Company Shares or on exercise of an option or
          stock appreciation right and whether the
          Company shall have any repurchase rights with
          respect to such Company Shares, (vii) the form
          of the instruments evidencing any option or
          stock appreciation right granted under the Plan
          or effecting an exercise by a holder thereof of
          any option or stock appreciation right, and the
          form of the instruments evidencing the granting
          of restricted Company Shares, and (viii) the
          vesting schedule applicable to each grant of
          restricted Company Shares and whether the
          vesting schedule for a restricted Company Share
          shall be accelerated at any time.

               (c) To construe and interpret the Plan
          and the terms of restricted Company Shares,
          options and stock appreciation rights granted
          under the Plan, to adopt, amend and rescind
          such rules and regulations as may be necessary
          for the efficient administration of the Plan
          and as are consistent with its terms, and to
          remedy ambiguities, inconsistencies or
          omissions.

Each action taken and decision made by the plan
administrator within the scope of the authority delegated
to it by this Plan or by the Board of Directors shall be
binding and conclusive on all persons interested in the
Plan.
          2.3 Actions by Plan Administrator.  The plan
administrator shall hold its meetings at such times and
places as it may determine and may make such rules and
regulations for the conduct of its business as it considers
advisable.  A majority of the members of the plan
administrative committee shall constitute a quorum and any
action taken by a majority of the members present at a
meeting at which a quorum of members is present shall be
considered an act of the plan administrator.  The plan
administrator also may take fully effective actions by a
written instrument signed by a majority of the members of
the plan administrative committee.  The plan administrative
committee may select one of its members as its chairman and
may appoint a secretary of the committee (who need not be a
member of the committee).

                      ARTICLE 3

                  Plan Participants

          3.1 Eligibility.  Each key employee of the
Company and its subsidiaries shall be eligible to be
designated by the plan administrator as the recipient of
restricted Company Shares, an incentive stock option or
nonqualified stock option and stock appreciation rights
under the Plan. In making determinations as to the
employees to be granted restricted Company Shares, options
and stock appreciation rights, the plan administrator may
take into account the nature of the services rendered or
expected to be rendered by the respective employees, their
present and potential contributions to the Company's
success, the anticipated number of years of service
remaining and such other factors as the plan administrator
in its discretion considers relevant.  The term "key
employee" shall include officers as well as other employees
of the Company and its subsidiaries (including employees
who also are directors of the Company or one of its
subsidiaries) who have managerial, supervisory,
professional, engineering or similar responsibilities. 
Neither any member of the plan administrative committee nor
any member of the Board of Directors who is not an employee
of the Company or its subsidiaries shall be eligible to be
granted an option, any stock appreciation rights or
restricted Company Shares under the Plan.

          3.2 Participation.  The plan administrator may
from time to time grant to key employees restricted Company
Shares, incentive stock options to purchase Company Shares,
nonqualified stock options to purchase Company Shares and,
in addition at its sole discretion, stock appreciation
rights in connection with such incentive stock options or
nonqualified stock options.  The plan administrator may
grant more than one restricted Company Share, option or
stock appreciation right to the same key employee.  Each
stock appreciation right granted under the Plan must be
granted in connection with all or a portion of an incentive
stock option or nonqualified stock option granted under the
Plan.  However, a stock appreciation right may be granted
concurrently with the granting of an option or at any time
thereafter during the term of the option; provided that at
the time of such grant the individual to whom the stock
appreciation right is granted is a key employee of the
Company or of one of its subsidiaries.  No restricted
Company Share, option or stock appreciation right may be
granted to any key employee who on the effective date of
the grant is not in the employ of the Company or one of its
subsidiaries.  (Key employees who have received grants of
restricted Company Shares or options under the Plan are
sometimes referred to herein as "participants").  The
Company will from time to time grant to such key employees
as may be selected by the plan administrator the restricted
Company Shares, options and stock appreciation rights
designated to be granted by the plan administrator, subject
to the terms and conditions established by the plan
administrator and the terms and conditions herein provided.

          3.3 Grant Date.  The effective date of the
grant of a restricted Company Share, option or stock
appreciation right (the "grant date") shall be the date
specified by he plan administrator in its determination or
designation relating to the granting of such restricted
Company Shares, option or stock appreciation right:
provided that the plan administrator may not designate a
grant date with respect to any restricted Company Shares,
option or stock appreciation right which is earlier than
the date on which the granting of such share, option or
stock appreciation right is approved by the plan
administrator.

                      ARTICLE 4

Terms and Conditions of Options and Stock Appreciation
Rights

          4.1 Terms and Conditions of Options.  As
provided in Section 2.2, options granted under the Plan
shall be in such quantity, at such price, subject to such
terms and conditions and evidenced in such form as shall be
determined from time to time by the plan administrator;
provided that all options shall in any event be subject to
the following terms and conditions:

               (a) Option Price.  The option price per
          Company Share, which may be different in each
          case, shall be fixed by the plan administrator
          at or before the time the plan administrator
          approves the granting of the   option. 
          However, no option shall have an option price
          per Company Share of less than 100 percent of
          the fair market value of a Company Share on the
          grant date of the option.  For this purpose
          "fair market value" of a Company Share as of
          any date shall be determined in such manner as
          shall be prescribed in good faith by the plan
          administrator; provided that in the absence of
          specific instructions by the plan administrator
          to the contrary, the fair market value of a
          Company Share as of any date shall be equal to
          the last per share sales price reported for a
          Company Share for such date in The Wall Street
          Journal or, if no sales of Company Shares are
          reported for such date in The Wall Street
          Journal, for the next succeeding date for which
          sales of Company Shares are so reported in The
          Wall Street Journal.

               (b) Term and Exercisability of Options. 
          The term of each option granted under the Plan
          shall be for a period not exceeding ten years
          from the grant date, as established by the plan
          administrator at or before the time the plan
          administrator grants the option.  No option
          shall be exercisable (i) during the first six
          full calendar months commencing on or after the
          grant date, (ii) following the exercise of a
          stock appreciation right related to such option
          (but only to the extent the stock appreciation
          right or portion thereof that has been
          exercised covered the same Company Shares that
          were covered by the option), or (iii) on or
          following the tenth anniversary of the grant
          date (or any earlier date which is the day
          following the last day of the term of the
          option).  Unless the plan administrator
          determines otherwise in the original terms of
          an option, and subject to subsection (d) next
          below and other applicable provisions of the
          Plan, each option shall become exercisable in
          accordance with the following table based upon
          the number of full calendar months elapsed from
          the grant date of the option:

     If the Number of              The Percentage of 
     Full Calendar Months          Company Shares  
     Elapsed From the              Covered By the 
     Grant Date Equals             Option Shall Be     
     --------------------          ------------------

     Less than 6 months                 0    

     At least 6 months but
     less than 18 months                25%

     At least 18 months but
     less than 30 months           50%

     At least 30 months but
     less than 42 months           75%

     42 months or more                 100%

          Further, unless the plan administrator
          determines otherwise, in the case of a
          participant who will reach his "normal
          retirement date" (as defined in Harnischfeger
          Corporation Salaried Employees Retirement Plan)
          less than 42 months from the grant date of an
          option, the number of Company Shares which
          shall become exercisable at the beginning of
          each twelve calendar month period subsequent to
          the initial six calendar month period
          commencing on or following the grant date shall
          be the total number of Company Shares specified
          in the option multiplied by a fraction, the
          numerator of which is 100% and the denominator
          of which is the whole number (but not less than
          one) of complete twelve month periods between
          the date following such initial six calendar
          month period and the participant's normal
          retirement date.

               (c) Special Incentive Stock Option Terms. 
          The terms of each incentive stock option
          granted under the Plan shall include those
          terms which are required by Section 422 of the
          Code and such other terms not inconsistent
          therewith as the plan administrator may
          determine.  Each option which is designated by
          the plan administrator as an incentive stock
          option shall be considered to have contained
          from the outset such terms and provisions as
          shall be necessary to entitle such intended
          incentive stock option to the tax treatment
          afforded by the Code to incentive stock options
          under Section 422 of the Code.  If any
          agreement covering such an intended incentive
          stock option granted under the Plan does not
          explicitly include any terms required to
          entitle such intended incentive stock option to
          the tax treatment afforded by the Code to
          incentive stock options, then all of such
          required terms and provisions shall be
          considered implicit in such agreement and such
          intended incentive stock option shall be
          considered to have been granted subject to such
          required terms and conditions.

               (d) Early Terminations of Options. If a
          participant ceases to be employed by the
          Company and all of its subsidiaries prior to
          the end of the six full months commencing on
          the grant date of an option, the option shall
          terminate effective as of the date of the
          participant's termination of employment and no
          portion of the terminated option shall be
          exercisable after that date.  If a
          participant's termination of employment occurs
          following the six full months commencing on or
          after the grant date of an option the following
          shall apply with respect to such option:

                    (i) Except as provided in (iii) and
               (iv) below, the participant shall, during
               the three months commencing on his date
               of termination of employment, have the
               right at his discretion to partially or
               fully exercise the unexercised portion of
               the option which was exercisable at the
               time of his termination of employment.

                    (ii) If a participant shall die
               prior to his termination of employment or
               following his termination of employment
               but within the three month period
               described in subparagraph (i) next above,
               the unexercised portion of the option
               which was exercisable at the time of the
               participant's death may be partially or
               fully exercised within the twelve month
               period commencing on the date of the
               participant's death by the participant's
               estate or by any person who has acquired
               the right to exercise such option by
               bequest or inheritance or by reason of
               the laws of descent and distribution.

                    (iii) If a participant's employment
               is terminated by the Company or any of
               its subsidiaries for cause, any
               unexercised portion of an option granted
               to the participant shall terminate
               effective as of the participant's date of
               termination of employment and no portion
               thereof shall be exercisable thereafter. 
               For this purpose, termination "for cause"
               means termination as a result of the
               failure of the participant to carry out
               the duties assigned to him as a result of
               his incompetence, willful neglect or
               willful serious misconduct, as determined
               by the Company.

                    (iv) Notwithstanding the foregoing,
               the unexercised portion of any option
               shall, to the extent permitted by
               applicable law, terminate immediately
               upon the employment of a participant by a
               competitor of the Company or of one of
               its subsidiaries.

          4.2 Terms and Conditions of Stock Appreciation
Rights.  As provided in Section 2.2, stock appreciation
rights granted under the Plan shall be subject to such
terms and conditions and shall be evidenced by agreements
in such form as shall be determined from time to time by
the plan administrator.  In general (i) stock appreciation
rights shall be exercisable at such time or times and to
the extent that the incentive stock option or nonqualified
stock option, or portion thereof, to which the stock
appreciation right is related is exercisable, and (ii) upon
the termination, exercise or expiration of an option or
portion thereof to which a stock appreciation right is
related, such stock appreciation right shall terminate and
shall not thereafter be exercisable.  However,
notwithstanding that the option or portion thereof related
to a stock appreciation right may be exercisable, each
stock appreciation right may be exercised only during a
window period (as described below), a stock appreciation
right may not be exercised until after the end of the six
full calendar months commencing on or after the date such
stock appreciation right is granted (except that this
limitation shall not apply in the case of the death or
disability of a participant if the option or portion
thereof to which the stock appreciation right is related is
exercisable) and a stock appreciation right related to an
incentive stock option shall not be exercisable on any date
on which the fair market value of a Company Share is less
than the option price provided for in the related incentive
stock option.  A stock appreciation right granted to a
participant shall entitle the participant upon his exercise
of such right to surrender the related option or portion
thereof and receive an amount (herein called the
"incremental value") equal to the excess of the fair market
value on the date of such exercise of the Company Shares
subject to such surrendered option or portion thereof over
the option price of such Company Shares as provided in such
option.  The incremental value shall be paid by the Company
all in cash, all in Company Shares or in any combination of
cash and Company Shares, as the plan administrator shall
determine in its sole discretion, which determination shall
be made after considering any preference expressed by the
participant exercising the stock appreciation right.  Any
participant who wishes to express such a preference shall
notify the plan administrator in writing of his preference
and, if such participant expresses a preference to receive
cash in whole or in part, such writing shall be delivered
to the Company, in care of the plan administrator, during
the period (hereinafter the "window period") beginning on
the third business day following the date of release for
publication of an annual or quarterly summary statement of
the sales and earnings of the Company and its consolidated
subsidiaries and ending on the twelfth business day
following such date.  In the event a participant does not
duly notify the plan administrator of any preference, and
in the absence of any express determination by the plan
administrator to the contrary, each payment of incremental
value which shall become due by reason of any exercise of a
stock appreciation right shall be made in cash.  In the
event any Company Shares shall be delivered to satisfy all
or any part of any incremental value obligation arising by
reason of any exercise of a stock appreciation right, the
dollar amount of such obligation satisfied by such delivery
of Company Shares shall be considered to be equal to the
fair market value of a Company Share as of the date of
exercise multiplied by the number of Company Shares
delivered.  No fractional Company Shares shall be issued to
make any payment of incremental value, and the cash and
Company Shares payable in each case shall be adjusted in
such manner as shall be prescribed by the plan
administrator to avoid the issuance of any fractional
Company Shares.  Upon exercise of a stock appreciation
right and surrender of the related option or portion
thereof, such option, to the extent surrendered, shall be
considered to have been exercised and shall not thereafter
be exercisable, and to the extent Company Shares covered
under the option have not been used to pay the incremental
value, such Company Shares shall no longer be reserved
under the Plan.

          4.3 Method of Exercising Options and Stock
Appreciation Rights.  An option shall be exercised by a
written notice to the plan administrator and payment of the
option price to the Company, in care of the plan
administrator.  Payment of the option price may be made, at
the discretion of the optionee, (i) in cash (including
check, bank draft, or money order, (ii) by delivery of
Company Shares (valued at the fair market value thereof on
the date of exercise) or (iii) by delivery of a combination
of cash and common stock provided, however, that the plan
administration may, in any instance, in order to prevent
any possible violation of law, require the option price to
be paid in cash and further provided that the right to
deliver Company Shares in payment of the option price may
be limited or denied in any option agreement.  A stock
appreciation right shall be exercised by written notice to
the plan administrator at such time as is permitted in
accordance with the provisions of Section 4.2 and by
surrender of the option or portion thereof to which the
stock appreciation right relates.  At the time or exercise
of an option or stock appreciation right a participant may
request that Company Shares to be issued with respect to
the exercise of the option or which may be issued with
respect to the exercise of the stock appreciation right be
issued in the name of the participant and another person
jointly with right of survivorship.

                      ARTICLE 5

  Terms and Conditions of Restricted Company Shares

          5.1 Terms and Conditions of Restricted Company
Shares.  As provided in Section 2.2, Company Shares granted
under the Plan shall be subject to such terms, conditions
and restrictions, and shall be evidenced by such agreements
as shall be determined from time to time by the plan
administrator.  All grants of Company Shares shall in any
event be subject to the following terms, conditions and
restrictions:
               (a)  The purchase price, if any, will be
          determined by the plan administrator.

               (b)  Restricted Company Shares may be
          subject to restrictions on the sale or other
          disposition thereof, rights of the Company to
          reacquire such restricted Company Shares at the
          purchase price, if any, originally paid
          therefor upon termination of the employee's
          employment within specified periods,
          representation by the employee that he or she
          intends to acquire restricted Company Shares
          for investment and not for resale, and such
          other restrictions, conditions and terms as the
          plan administrator deems appropriate.

               (c)  The participant shall be entitled to
          all dividends paid with respect to restricted
          Company Shares during the period of restriction
          and shall not be required to return any such
          dividends to the Company in the event of the
          forfeiture of the restricted Company Shares.

               (d)  The participant shall be entitled to
          vote the restricted Company Shares during
          the period of restriction.

               (e)  The plan administrator shall
          determine whether restricted Company Shares are
          to be delivered to the participant with an
          appropriate legend imprinted on the certificate
          or if the shares are to be deposited in escrow
          pending removal of the restrictions.

          5.2 Vesting.  Each participant shall be vested
in the Company Shares granted under this Article 5
according to such schedule and such performance factors
affecting vesting as the plan administrator determines at
the time of grant.  As provided in Section 2.2, the plan
administrator shall have the power to accelerate the
vesting schedule.  Whenever the term "vested" or "fully
vested" are used in this Plan with reference to restricted
Company Shares, the meaning of those terms shall be
determined by reference to the vesting schedule.

          5.3 Forfeitures.  If a participant terminates
employment before his Company Shares are vested or before
fulfillment of the applicable performance factors, the
participant shall forfeit such Company Shares under terms
established by the plan administrator and they shall again
be available for issuance under Section 1.4.

          5.4 Issuance of Share Certificates.  Share
certificates for the number of restricted Company Shares
granted will be issued in the name of each participant at
the time of grant and shall be delivered pursuant to
subsection 5.1(e).  A participant may request that Company
Shares be issued in the name of the participant and another
person jointly with right of survivorship.

                      ARTICLE 6

                 General Provisions

          6.1 Stockholder Rights.  A participant shall
not have any  dividend, voting or other stockholder rights
by reason of a grant of an  option or a grant of a stock
appreciation right prior to the issuance of any Company
Shares pursuant to the proper exercise of all or any
portion of such option or stock appreciation right.  A
participant shall have dividend, voting and other
stockholder rights with respect to restricted Company
Shares except as provided in Section 6.3 or otherwise
provided at the time of grant.

          6.2 Listing, Registration and Compliance with
Laws and Regulations.  Each restricted Company Share,
option and stock appreciation right granted to a
participant shall be subject to the condition that the
Company shall not be obligated to issue any Company Shares
to the participant regardless of whether such participant
attempts to exercise or has exercised the option or stock
appreciation right, in whole or in part, if at any time the
Board of Directors shall determine, in its discretion, that
the listing, registration or qualification of Company
Shares subject to such grant, option or stock appreciation
right upon any securities exchange or under any state or
federal law, or the consent or approval of any governmental
regulatory body, is necessary or desirable as a condition
or, or in connection with, the granting of such restricted
Company Share, option or stock appreciation right or the
issue or purchase of Company Shares thereunder unless such
listing, registration, qualification, consent or approval
shall have been effected or obtained free of any conditions
not acceptable to the Board of Directors.  The Company
shall not by reason of the granting of any restricted
Company Share, option or stock appreciation right under
this Plan have any obligation to register the Company
Shares subject to such option under the Securities Act of
1933, as amended, or to maintain in effect any registration
of such Company Shares which may be made at any time under
such Act.  In this connection, the form of restricted
Company Share, stock option and stock appreciation right
agreements to be used under the Plan may provide, among
other things, that a participant shall represent that all
Company Shares are being purchased for investment and not
with a view to resale in connection with a distribution of
such Company Shares.

          6.3 Non-transferability of Options, Stock
Appreciation Rights and Restricted Company Shares.  During
a participant's lifetime any option or stock appreciation
right granted under the Plan shall be exercisable only by
the participant and shall not be transferred (except by
will or the laws of descent and distribution or pursuant to
a qualified domestic relations order as defined by the Code
or Title I of the Employee Retirement Income Security Act,
or the rules thereunder), pledged or hypothecated in any
way and shall not be subject to execution, attachment or
similar process.  Upon any attempt to transfer, assign,
pledge, hypothecate or otherwise dispose of an option or
stock appreciation right, contrary to the provisions
hereof, or upon the levy of any attachment or similar
process upon the rights and privileges conferred hereby,
such option or stock appreciation right shall immediately
become null and void.  Company Shares granted under the
provisions of Article 5 shall not be transferred until such
Shares have become fully vested and nonforfeitable, and any
attempt to sell, assign, pledge, hypothecate or otherwise
encumber such Shares shall result in their forfeiture
according to the terms of Section 5.3.

          6.4 Adjustments for Changes in Company Shares. 
In order to prevent dilution or enlargement of restricted
Company Shares, options or stock appreciation rights, in
the event of a reorganization, recapitalization, stock
split, stock dividend, combination of shares, merger,
consolidation or other change in Company Shares, the Board
of Directors shall make appropriate changes in the
aggregate number and type of Company Shares reserved for
grant as restricted Company Shares, options and stock
appreciation rights under this Plan, in the number and type
of Company Shares subject to grant as restricted Company
Shares and subject to unexercised options and stock
appreciation rights, in the option price per Company Share
specified in unexercised options and in stock appreciation
rights relating to unexercised options.

          6.5 Loan Agreement Restrictions.  Each option
and stock appreciation right shall be subject to the
condition that the Company shall not be obliged to (i)
issue any Company Shares to a participant, regardless of
whether such participant attempts to exercise or has
exercised an option or stock appreciation right, in whole
or in part, or (ii) make any payment to a participant upon
the surrender of a stock appreciation right, if at any time
the Board of Directors shall determine, in its discretion,
that the issuance of such Company Shares or the payment of
cash would be in violation of any covenant contained in any
of the Company's loan agreements or other contracts, as now
or from time to time hereafter in effect.

          6.6 Indemnification.  No member of the plan
administrative committee shall be liable, in the absence of
bad faith, for any act or omission with respect to his
service on the committee relating to the Plan.  Service on
the plan administrative committee shall constitute service
as a director of the Company so that members of the plan
administrative committee shall be entitled to
indemnification and reimbursement as directors of the
Company to the full extent provided for at any time by law,
the Company's Certificate of Incorporation, the Company's
By-Laws and in any insurance policy or other agreement
intended for the benefit of the Company's directors.

          6.7 Withholding of Taxes.  The Company shall be
entitled, if the plan administrator considers it necessary
or desirable, to withhold (in cash or Company Shares), or
secure payment from the participant in lieu of withholding,
the amount of any withholding or other payment required of
the Company under the tax withholding provisions of the
Code, any state's income tax act or any other applicable
law with respect to any amount payable and Company Shares
issuable under such participant's exercised options or
stock appreciation rights or as restricted Company Shares,
provided, however, that with respect to any Section 16
Officer (as defined below) any decision by the Company to
withhold Company Shares and any withholding of Company
Shares by the Company from a Section 16 Officer shall only
be made during a window period and provided further that no
Company Shares shall be withheld under the provisions of
this Section 6.7 that are issuable under options, stock
appreciation rights or restricted stock granted to the
Section 16 Officer less than six months before the date
either the decision to withhold or the withholding is to
take place.  A Section 16 Officer is a participant who is
or at any time during the prior six months has been
designated by the Company as a Section 16 Officer for
purposes of Section 16 of the Securities Exchange Act of
1934.  Subject to the discretion of the Company, no
distribution will be made to the participant until all tax
withholding obligations have been satisfied and, if Company
Shares are withheld pursuant to this Section 6.7, until the
window period during which the Company Shares are withheld.

          6.8 No Employment Rights Conferred.  Nothing in
the Plan or in any option, stock appreciation right or
restricted Company Share granted under the Plan shall
confer any right on an employee to continue in the employ
of the Company or any subsidiary or shall interfere in any
way with the right of the Company or any subsidiary at any
time to terminate his employment with or without cause or
to adjust his compensation.

          6.9 Notice of Early Disposition of Company
Shares.  As a condition of participation in the Plan each
participant agrees that he will give prompt notice to the
plan administrator of any disposition of Company Shares
acquired upon the exercise of an incentive stock option if
such disposition occurs within either two years after the
grant date of an incentive stock option or one year after
the receipt of such Company Shares by the participant
following his exercise of the incentive stock option.

          6.10  Cancellation of Options.  By express
written agreement a participant and the plan administrator
may agree that any previously granted option is thereby
canceled as of the date of the agreement and, at its
discretion, the plan administrator may subsequently grant
to such a participant who has voluntarily surrendered and
canceled a prior option one or more new or substitute
similar or different options under the plan.

          6.11 Continued Availability of Company Shares
Under Unexercised Options and Forfeited Restricted Stock
Grants.  If an option granted under the Plan terminates or
expires without being wholly exercised, if Company Shares
as to which an option has been exercised shall for any
reason not be issued, or if restricted Company Shares are
forfeited, restricted Company Shares or a new option (and
at the discretion of the plan administrator a related stock
appreciation right) may be granted under the Plan covering
the number of Company Shares to which such termination,
expiration, forfeiture, failure to issue or reacquisition
relates; provided, however, that to the extent Company
Shares are issued in connection with the exercise of a
stock appreciation right or a stock appreciation right
granted in connection with an incentive stock option is
exercised, the related option shall, solely for purposes of
determining the total number of Company Shares available
for grant under the Plan, be deemed to have been exercised,
and the Company Shares issued upon the exercise of such
stock appreciation right or which otherwise would have been
issued upon the exercise of an incentive stock option
related to such stock appreciation right shall not
thereafter be available for any further grants under the
Plan.

          6.12 No Strict Construction.  No rule of strict
construction shall be applied against the Company, the plan
administrator or any other person in the interpretation of
any of the terms of the plan, any option agreement or stock
appreciation right agreement or restricted Company Share
agreement, any option or stock appreciation right or
restricted Company Share granted under the plan or any rule
or procedure established by the plan administrator.

          6.13 Choice of Law.  Each option, stock
appreciation right, and restricted Company Share granted
under the Plan shall be considered to be a contract under
the laws of the State of Wisconsin and, for all purposes,
the Plan and each option, stock appreciation right, and
restricted Company Share granted under the Plan shall be
construed in accordance with and governed by the laws of
the State of Wisconsin.

          6.14 Successors.  This Plan is binding on and
will inure to the benefit of any successor to the Company,
whether by way of merger, consolidation, purchase or
otherwise.

          6.15 Severability.  If any provision of the
Plan or an option or stock appreciation right or restricted
Company Share agreement shall be held illegal or invalid
for any reason, such illegality or invalidity shall not
affect the remaining provisions of the Plan or such
agreement, and the Plan and such agreement shall each be
construed and enforced as if the invalid provisions had
never been set forth therein.

                      ARTICLE 7

              Amendment and Termination

          7.1 Amendment.  The Board of Directors may
amend the Plan from time to time, in its sole discretion,
but no amendment shall:

               (a) without a participant's consent
          impair his rights to any option or stock
          appreciation right or restricted Company Share
          theretofore granted; or

               (b) without the authorization and
          approval of the Company's stockholders (i)
          increase the maximum number of Company Shares
          which may be issued in the aggregate under the
          Plan, except as provided in Section 6.4, (ii)
          extend the termination date of the Plan or of
          any option or stock appreciation right granted
          under the Plan, or (iii) enlarge the class of
          employees eligible to receive options or stock
          appreciation rights or restricted Company
          Shares under the Plan.

          7.2 Termination.  The Board of Directors may
terminate the Plan at any time with respect to Company
Shares which have not theretofore been granted or for which
options have not theretofore been granted.  Unless earlier
terminated, the Pan will terminate at the close of business
on January 31, 1998.  Following the termination of the
Plan, all options or stock appreciation rights which prior
to the Plan termination have not expired, terminated or
been exercised or surrendered may be exercised in
accordance with their terms and the terms hereof, all
restricted Company Shares which have been granted may vest
or be forfeited in accordance with the terms of their grant
and the terms hereof, and the plan administrator shall
continue to have its full powers under the Plan, except
with respect to the granting of restricted Company Shares,
options or stock appreciation rights under the Plan.

March 15, 1995

VIA ELECTRONIC FILING

Securities and Exchange Commission                   
450 Fifth Street, N.W.
Washington, D.C. 20549

       RE:  Harnischfeger Industries, Inc.
            Registration Statement on S-8
            ------------------------------------

Ladies and Gentlemen:

       Pursuant to Section 6(a) of the Securities Act of
1933, as amended, and in accordance with Regulation S-T,
concurrently herewith Harnischfeger Industries, Inc. (the
"Company") is electronically filing with the Securities and
Exchange Commission (the "Commission") its Registration
Statement on Form S-8.  The Company has previously sent a
wire transfer to the account of the Commission in the
amount of $11,482.76 representing the applicable filing fee
in connection with the Registration Statement.
  
       The Registration Statement relates to 1,200,000
shares of the Company's Common Stock, par value $1.00 per
share, issuable under the Harnischfeger Industries Inc.
1988 Incentive Stock Plan.

       Any communications with respect to the Registration
Statement should be made to K. Thor Lundgren, Executive
Vice President for Law and Government Affairs of the
Company at (414)797-6844 or me at (414)797-6435.

Very truly yours,

/s/ Eric B. Fonstad

Eric B. Fonstad
Senior Corporate Counsel
and Assistant Secretary

cc:    K. Thor Lundgren