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SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549

FORM 10-Q

Commission File Number       0-18110     

        Indicate by check mark whether the registrant (1) has filed all reports required to be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during the preceding 12 months (or such shorter period that the registrant was required to file such reports), and (2) has been subject to such filing requirements for the past 90 days.

Yes       X               No            

        Indicate by check mark whether the registrant is an accelerated filer (as defined in Rule 12b-2 of the Exchange Act).

Yes                      No       X     

        Indicate the number of shares outstanding of each of the issuer's classes of common stock, as of the latest practicable date.

Gehl Company

FORM 10-Q

March 27, 2004

Report Index

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PART I – FINANCIAL INFORMATION

Item 1.   Financial Statements

Gehl Company and Subsidiaries
Condensed Consolidated Statements of Income
(unaudited and in thousands, except per share data)

The accompanying notes are an integral part of the financial statements.

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Gehl Company and Subsidiaries
Condensed Consolidated Balance Sheets
(unaudited and in thousands, except share data)

The accompanying notes are an integral part of the financial statements.

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Gehl Company and Subsidiaries
Condensed Consolidated Statements of Cash Flows
(unaudited and in thousands)

The accompanying notes are an integral part of the financial statements.

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Gehl Company and Subsidiaries
Notes to Condensed Consolidated Financial Statements
March 27, 2004
(Unaudited)

Note 1 – Basis of Presentation

        The condensed consolidated financial statements included herein have been prepared by the Company, without audit, pursuant to the rules and regulations of the Securities and Exchange Commission. Certain information and footnote disclosures normally included in financial statements prepared in accordance with accounting principles generally accepted in the United States of America have been condensed or omitted pursuant to such rules and regulations, although management believes that the disclosures are adequate to make the information presented not misleading.

        In the opinion of management, the information furnished for the three-month periods ended March 27, 2004 and March 29, 2003 includes all adjustments, consisting only of normal recurring accruals, necessary for a fair presentation of the results of operations and financial position of the Company. Certain prior year amounts have been reclassified to conform to the current year presentation. Such reclassifications had no impact on previously reported net income. Due in part to the seasonal nature of the Company’s business, the results of operations for the three months ended March 27, 2004 are not necessarily indicative of the results to be expected for the entire year.

        It is suggested that these interim financial statements be read in conjunction with the financial statements and notes thereto included in the Company’s Annual Report on Form 10-K for the year ended December 31, 2003 as filed with the Securities and Exchange Commission.

Note 2 – Stock Based Compensation

        The Company maintains stock option plans for certain of its directors, officers and key employees and accounts for these plans under the recognition and measurement principles of APB Opinion No. 25, “Accounting for Stock Issued to Employees.” No compensation expense has been recognized for options granted under these plans as the option price was equal to the market value of the Company’s common stock on the date of grant.

        The effect on net income and earnings per share had the Company applied the fair value recognition provisions of SFAS No. 123, “Accounting for Stock-Based Compensation,” is presented below (in thousands, except per share data):

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Note 3 – Income Taxes

        The income tax provision is determined by applying an estimated annual effective income tax rate to income before income taxes. The estimated annual effective income tax rate is based on the most recent annualized forecast of pretax income, permanent book/tax differences, and tax credits.

Note 4 – Inventories

        If all of the Company’s inventories had been valued on a current cost basis, which approximated FIFO value, estimated inventories by major classification would have been as follows (in thousands):

Note 5 – Product Warranties and Other Guarantees

        In general, the Company provides warranty coverage on equipment for a period of up to twelve months. The Company’s reserve for warranty claims is established based on the best estimate of the amounts necessary to settle future and existing claims on products sold as of the balance sheet date. While the Company’s warranty costs have historically been within its calculated estimates, it is possible that future warranty costs could exceed those estimates. The changes in the carrying amount of the Company’s total product warranty liability for the three-month period ended March 27, 2004 were as follows (in thousands):

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Note 6 – Employee Retirement Plans

        The Company sponsors two qualified defined benefit pension plans for certain of its employees. The following table provides disclosure of the net periodic benefit cost (in thousands):

        In April 2004, the Pension Funding Equity Act of 2004 (“the Pension Funding Act”) was signed into law providing a temporary solution to several issues that arose from the discontinuance of new-issue, 30-year Treasury Bonds several years ago. Under the Pension Funding Act, companies will use high-quality corporate bond rates for key liability measures in place of the extrapolated long-term treasury rates used prior to the Pension Funding Act. This will reduce required pension contributions during 2004 and 2005. As a result of the Pension Funding Act, the Company’s estimated 2004 pension contributions will be reduced from $7.7 million to $6.4 million. As of March 27, 2004, $0.6 million of contributions have been made.

        The Company maintains an unfunded non-qualified supplemental retirement benefit plan for certain management employees. The following table provides disclosure of the net periodic benefit cost (in thousands):

        The Company provides postemployment benefits to certain retirees, which includes subsidized health insurance benefits for early retirees prior to their attaining age 65. The following table provides disclosure of the net periodic benefit cost (in thousands):

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Note 7 – Accounting Pronouncements

        In December 2003, the Medicare Prescription Drug, Improvement and Modernization Act of 2003 (the “Modernization Act”) introduced a prescription drug benefit under Medicare, as well as a federal subsidy to sponsors of retiree health care benefit plans. In January 2004, the Financial Accounting Standards Board (“FASB”) issued FASB Staff Position (“FSP”) No. FAS 106-1, “Accounting and Disclosure Requirements Related to the Medicare Prescription Drug, Improvement and Modernization Act of 2003.” This FSP permits a sponsor of a postretirement health care plan that provides a prescription drug benefit to make a one-time election to defer accounting for the effects of the Modernization Act if there is insufficient data, time or guidance available to ensure appropriate accounting. As permitted by this FSP, the Company has elected to defer the accounting for the effects of the Modernization Act. As a result, any measures of the Company’s accumulated postemployment obligation or net periodic postemployment benefit cost in the condensed consolidated financial statements or accompanying notes do not reflect the effects of the Modernization Act on the Company’s postemployment plan. Authoritative guidance on the accounting for the federal subsidy is pending. When guidance is issued, the Company may be required to adjust previously reported information.

        In January 2003, the FASB issued FASB Interpretation No. 46, “Consolidation of Variable Interest Entities, an interpretation of ARB No. 51” (“FIN 46”). FIN 46 clarifies the application of Accounting Research Bulletin No. 51, “Consolidated Financial Statements” to certain entities in which, among others, equity investors do not have the characteristics of a controlling financial interest or do not have sufficient equity at risk for the entity to finance its activities without additional subordinated financial support from other parties. The consolidation provisions of FIN 46, as revised, were effective immediately for interests created after January 31, 2003 and were effective on March 31, 2004 for interests created before February 1, 2003. As of March 27, 2004, the Company did not own an interest in any variable interest entities.

Note 8 – Net Income Per Share and Comprehensive Income

        Basic net income per common share is computed by dividing net income by the weighted- average number of common shares outstanding for the period. Diluted net income per common share is computed by dividing net income by the weighted-average number of common shares and, if applicable, common stock equivalents that would arise from the exercise of stock options.

        A reconciliation of the shares used in the computation of net income per share follows (in thousands):

        Accumulated other comprehensive loss is primarily comprised of minimum pension liability and foreign currency translation adjustments. Comprehensive income was $2.7 million for the three months ended March 27, 2004, which reflects the Company’s net income reduced by $0.2 million in foreign currency translation adjustments. Comprehensive income was $0.6 million for the three months ended March 29, 2003, which reflects the Company’s net income plus $0.1 million in foreign currency translation adjustments.

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Note 9 – Business Segments

        The Company operates in two business segments: construction equipment and agricultural equipment. The long-term financial performance of the Company’s reportable segments is affected by separate economic conditions and cycles. The segments are managed separately based on the fundamental differences in their operations.

Following is selected segment information (in thousands):

Note 10 – Stock Repurchases

        In September 2001, the Company’s Board of Directors authorized a stock repurchase plan providing for the repurchase of up to 500,000 shares of the Company’s outstanding common stock. No shares were repurchased during the three-month period ended March 27, 2004. During the three-month period ended March 29, 2003, the Company repurchased 22,200 shares in the open market under this authorization at an aggregate cost of $0.2 million. As of March 27, 2004, the Company has repurchased 151,900 shares under this authorization. All treasury stock acquired by the Company has been cancelled and returned to the status of authorized but unissued shares.

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Item 2.   Management’s Discussion and Analysis of Results of Operations and Financial Condition

Results of Operations

Three Months Ended March 27, 2004 Compared to Three Months Ended March 29, 2003

Net Sales

        Net sales for the three months ended March 27, 2004 (“2004 first quarter”) were $84.7 million compared to $58.5 million in the three months ended March 29, 2003 (“2003 first quarter”), an increase of $26.2 million, or 45%.

        Construction equipment segment net sales were $54.4 million in the 2004 first quarter compared to $35.8 million in the 2003 first quarter, an increase of $18.6 million, or 52%. The Company introduced a number of new products at its national sales meeting in early January including two new series of Gehl skid loaders. Shipments of skid loaders in the 2004 first quarter were up strongly from the 2003 first quarter due to demand for these new models, as well as increased demand for Mustang brand skid loaders. Demand for compact track loaders, a product introduced in mid-2002, continued to grow and resulted in 2004 first quarter shipments which were up significantly from the 2003 first quarter. Telescopic handler shipments in the 2004 first quarter increased over 50% from the 2003 first quarter as larger rental customers reemerged as buyers. The Company’s European subsidiary, Gehl Europe, also posted strong sales during the 2004 first quarter.

        Agricultural equipment segment net sales were $30.3 million in the 2004 first quarter, compared to $22.7 million in the 2003 first quarter, an increase of $7.5 million, or 33%. Milk prices in the 2004 first quarter averaged nearly $12.00 per hundred weight, compared to approximately $9.75 per hundred weight in the 2003 first quarter. Shipments of skid loaders during the 2004 first quarter were up strongly as improved economic conditions contributed to a healthy demand for the new models of Gehl brand skid loaders introduced in January 2004. Demand for compact track loaders was strong and resulted in 2004 first quarter shipments which were up significantly from the 2003 first quarter. In addition, 2004 first quarter shipments of agricultural implements increased over 10% from the 2003 first quarter.

        Of the Company’s total net sales reported for the 2004 first quarter, $14.9 million were made outside of the United States compared with $10.5 million in the 2003 third quarter. The increase in export sales was primarily due to increased sales in Canada and Europe.

Gross Profit

        Gross profit was $17.4 million in the 2004 first quarter compared to $12.3 million in the 2003 first quarter, an increase of $5.1 million, or 42%. Gross profit as a percent of net sales (gross margin) was 20.5% for the 2004 first quarter compared to 21.0% for the 2003 first quarter.

        Gross margin for the construction equipment segment was 22.6% in the 2004 first quarter compared with 22.8% for the 2003 first quarter. Gross margin for the agricultural equipment segment was 16.9% in the 2004 first quarter compared to 18.0% in the 2003 first quarter. The 2004 first quarter gross margin for both segments was adversely impacted by rising costs of steel and other component parts, increased costs of finished goods sourced from overseas due to the weak U.S. dollar versus the Euro and the yen, manufacturing inefficiencies associated with start-up production of the new Gehl skid loader models and the mix of products shipped during the 2004 first quarter compared to the 2003 first quarter.

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Selling, General and Administrative Expenses

        Selling, general and administrative expenses were $12.8 million, or 15.1% of net sales, in the 2004 first quarter compared to $11.0 million, or 18.9% of net sales, in the 2003 first quarter. Selling, general and administrative expenses as a percentage of net sales improved as the growth in net sales exceeded expense increases.

Income from Operations

        Income from operations in the 2004 first quarter was $4.6 million compared to $1.1 million in the 2003 first quarter.

Interest Expense

        Interest expense was $0.6 million in the 2004 first quarter compared to $0.9 million in the 2003 first quarter, a decrease of $0.3 million, or 35%. The decrease in the Company’s average outstanding debt balance, due to reduced working capital requirements, primarily contributed to the decrease in the 2004 first quarter interest expense.

Other (Expense) Income, Net

        The Company incurred other expense, net of $0.1 million in the 2004 first quarter compared to other income, net of $0.1 million in the 2003 first quarter. The favorable impact of reduced costs of selling retail finance contracts, due to the overall lower interest rate environment, was more than offset by unfavorable impacts of foreign exchange rates in the 2004 first quarter compared to the 2003 first quarter.

Net Income

        Net income was $2.9 million in the 2004 first quarter compared to $0.5 million in the 2003 first quarter.

Financial Condition

        The Company’s working capital was $101.4 million at March 27, 2004, as compared to $83.3 million at December 31, 2003, and $108.7 million at March 29, 2003. The decrease since March 29, 2003 was primarily due to increases in accounts payable ($9.3 million) and pension payments expected to be paid within 12 months of the respective balance sheet dates ($5.8 million), offset by increased accounts receivable ($9.1 million). The increase in accounts payable was primarily due to the timing of scheduled payments resulting from a change in the mix of vendors from the year-ago period. The increase in accounts receivable was due to strong net sales in the 2004 first quarter, which were primarily driven by the introduction of two new series of Gehl skid loader and strong demand for telescopic handlers and track loaders.

        The increase in working capital from December 31, 2003 was primarily the result of increases in accounts receivable ($30.4 million), offset by increases in accounts payable ($11.3 million). The increase in accounts receivable was due to strong net sales in the 2004 first quarter, which were primarily driven by the introduction of two new series of Gehl skid loader and strong demand for telescopic handlers and track loaders as well as normal seasonal sales patterns. The increase in accounts payable was due to seasonal increases as well as the timing of scheduled payments resulting from a change in the mix of vendors from December 31, 2003.

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        Capital expenditures for property, plant and equipment during the 2004 first quarter were $0.8 million. During 2004, the Company plans to make an aggregate of up to $5.0 million in capital expenditures. The Company believes that its present manufacturing facilities will be sufficient to provide adequate capacity for its operations through 2004.

        Effective March 23, 2004, the Company amended its $75 million line of credit facility (“Facility”). The amendment extended the expiration date of the Facility to December 31, 2007 and increased the line of credit from $75 million to $90 million each year for the period March 1 to July 15. All other terms and provisions are consistent with the Facility as in effect prior to the March 2004 amendment. As of March 27, 2004, the weighted-average interest rate paid by the Company on outstanding borrowings under its Facility was 3.8%. The Company had available unused borrowing capacity of $46.5 million, $46.8 million and $19.7 million under the Facility at March 27, 2004, December 31, 2003, and March 29, 2003, respectively. At March 27, 2004, December 31, 2003, and March 29, 2003, the Company’s outstanding borrowings under the Facility were $42.1 million, $26.3 million and $54.0 million, respectively. The changes in borrowings from March 29, 2003 and December 31, 2003 to March 27, 2004 were primarily due to changes in working capital requirements. The Company believes it has adequate capital resources and borrowing capacity to meet its projected capital requirements for the foreseeable future. Requirements for working capital, capital expenditures, pension fund contributions and debt maturities in fiscal 2004 will continue to be funded by operations and borrowings under the Facility.

        The sale of finance contracts is an important component of the Company’s overall liquidity. The Company has arrangements with several financial institutions and financial service companies to sell, with recourse, its finance contracts receivable. The Company continues to service substantially all contracts whether or not sold. At March 27, 2004, the Company serviced $184.6 million of such contracts, of which $176.2 million were owned by other parties. The Company believes that it will be able to arrange sufficient capacity to sell its finance contracts for the foreseeable future.

        At March 27, 2004, shareholders’ equity had increased $4.9 million to $101.5 million from $96.6 million at March 29, 2003. This increase primarily reflected the impact of the net income earned from March 29, 2003 to March 27, 2004 and currency translation adjustments, offset by the minimum pension liability adjustment recorded in 2003.

        In September 2001, the Company’s Board of Directors authorized a stock repurchase plan providing for the repurchase of up to 500,000 shares of the Company’s outstanding common stock. No shares were repurchased under this authorization during the three-month period ended March 27, 2004. During the three-month period ended March 29, 2003, the Company repurchased 22,200 shares in the open market under this authorization at an aggregate cost of $0.2 million. As of March 27, 2004, the Company has repurchased 151,900 shares under this authorization. All treasury stock acquired by the Company has been cancelled and returned to the status of authorized but unissued shares.

        Other than the change in the outstanding borrowings under the Facility as described above, there have been no material changes to the annual maturities of debt obligations nor to the future minimum non-cancelable operating lease payments as disclosed in Management’s Discussion and Analysis of Results of Operations and Financial Condition and Notes 7 and 14, respectively, of Notes to Consolidated Financial Statements in the Company’s Annual Report on Form 10-K for the year ended December 31, 2003 as filed with the Securities and Exchange Commission.

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Accounting Pronouncements

        In December 2003, the Medicare Prescription Drug, Improvement and Modernization Act of 2003 (the “Modernization Act”) introduced a prescription drug benefit under Medicare, as well as a federal subsidy to sponsors of retiree health care benefit plans. In January 2004, the Financial Accounting Standards Board (“FASB”) issued FASB Staff Position (“FSP”) No. FAS 106-1, “Accounting and Disclosure Requirements Related to the Medicare Prescription Drug, Improvement and Modernization Act of 2003.” This FSP permits a sponsor of a postretirement health care plan that provides a prescription drug benefit to make a one-time election to defer accounting for the effects of the Modernization Act if there is insufficient data, time or guidance available to ensure appropriate accounting. As permitted by this FSP, the Company has elected to defer the accounting for the effects of the Modernization Act. As a result, any measures of the Company’s accumulated postemployment obligation or net periodic postemployment benefit cost in the condensed consolidated financial statements or accompanying notes do not reflect the effects of the Modernization Act on the Company’s postemployment plan. Authoritative guidance on the accounting for the federal subsidy is pending. When guidance is issued, the Company may be required to adjust previously reported information.

        In January 2003, the FASB issued FASB Interpretation No. 46, “Consolidation of Variable Interest Entities, an interpretation of ARB No. 51” (“FIN 46”). FIN 46 clarifies the application of Accounting Research Bulletin No. 51, “Consolidated Financial Statements” to certain entities in which, among others, equity investors do not have the characteristics of a controlling financial interest or do not have sufficient equity at risk for the entity to finance its activities without additional subordinated financial support from other parties. The consolidation provisions of FIN 46, as revised, were effective immediately for interests created after January 31, 2003 and were effective on March 31, 2004 for interests created before February 1, 2003. As of March 27, 2004, the Company did not own an interest in any variable interest entities.

Critical Accounting Policies and Estimates

        The preparation of the Company’s condensed consolidated financial statements requires the Company to make estimates and judgments that affect the reported amounts of assets, liabilities, net sales and expenses. The Company bases its estimates on historical experience and on various other assumptions that are believed to be reasonable under the circumstances, the results of which form the basis for making judgments about the carrying values of assets and liabilities that are not readily apparent from other sources. Actual results may differ from these estimates under different assumptions or conditions and materially impact the carrying value of the assets and liabilities. The Company believes the following accounting policies are critical to the Company’s business operations and the understanding of the Company’s results of operations and financial condition.

Allowance for Doubtful Accounts

        The Company’s accounts receivable are reduced by an allowance for amounts that may be uncollectible in the future. In circumstances where the Company is aware of a specific customer’s inability to meet its financial obligations, a specific reserve for bad debts is recorded against the accounts receivable balance to reduce the amount due to the net amount reasonably expected to be collected. Additionally, a general percentage of past due receivables is reserved, based on the Company’s past experience of collectibility. If circumstances change (i.e., higher than expected defaults or an unexpected material adverse change in a major customer’s ability to meet its financial obligations), estimates of the recoverability of amounts due could be reduced by a material amount.

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Inventories

        Inventories are valued at the lower of cost or market value. Cost is determined using the last-in, first-out (LIFO) method for the majority of the Company’s inventories. In valuing inventory, management is required to make assumptions regarding the level of reserves required to value potentially obsolete or slow moving items to the lower of cost or market value. Inventory reserves are established taking into account inventory age and frequency of use or sale. While calculations are made involving these factors, significant management judgment regarding expectations for future events is involved. Future events that could significantly influence management’s judgment and related estimates include general economic conditions in markets where the Company’s products are sold, as well as new products and design changes introduced by the Company.

Accrued Warranty

        The Company establishes reserves related to the warranties provided on its products. Specific reserves are maintained for programs related to known machine safety and reliability issues. When establishing specific reserves, estimates are made regarding the size of the population, the type of program, costs to be incurred and estimated participation. Additionally, general reserves are maintained based on the historical percentage relationships of warranty costs to machine sales and applied to current equipment sales. If these estimates and related assumptions change, reserve levels may require adjustment.

Accrued Product Liability

        The Company records a general reserve for potential product liability claims based on the Company’s prior claim experience and specific reserves for known product liability claims. Specific reserves for known claims are valued based upon the Company’s prior claims experience, including consideration of the jurisdiction, circumstances of the accident, type of loss or injury, identity of plaintiff, other potential responsible parties, analysis of outside counsel, and analysis of internal product liability counsel. Actual product liability costs could be different due to a number of variables, including decisions of juries or judges.

Goodwill Impairment

        In connection with SFAS No. 142, “Goodwill and Other Intangible Assets,” the Company is required to perform goodwill impairment reviews, at least annually, using a fair-value-based approach. The Company performs its annual impairment review as of December 31. As part of the annual impairment review, an estimate of the fair value of the Company’s construction equipment segment (the entire carrying amount of goodwill is allocated to the construction segment), primarily by using a discounted cash flow analysis, is performed. Significant assumptions used in this analysis include: expected future revenue growth rates, operating profit margins, working capital levels and a weighted average cost of capital. Changes in assumptions could significantly impact the estimate of the fair value of the construction equipment segment, which could result in a goodwill impairment charge and could have a significant impact on the results of the construction equipment segment and the consolidated financial statements.

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Pension and Postemployment Benefits

        Pension and postemployment benefit costs and obligations are dependent on assumptions used in calculation of these amounts. These assumptions, used by actuaries, include discount rates, expected return on plan assets for funded plans, rate of salary increases, health care cost trend rates, mortality rates and other factors. In accordance with accounting principles generally accepted in the United States, actual results that differ from the actuarial assumptions are accumulated and amortized to future periods and therefore affect recognized expense and recorded obligations in future periods. While the Company believes that the assumptions used are appropriate, differences in actual experience or changes in assumptions may materially effect its financial position or results of operations.

Outlook

        First quarter sales were stronger than the Company had originally forecasted and order backlogs are improving, which indicates the Company’s markets continue to show signs of strength. Offsetting this positive trend, however, is the uncertainty over the magnitude and duration of higher steel prices. If the situation continues, these increased costs may offset the benefits of higher sales. Therefore, the Company, while cautiously optimistic relative to sales performance exceeding original expectations, reconfirms its original earnings forecast for 2004 at $1.20 to $1.40 cents per diluted share.

Forward-Looking Statements

        Certain statements included in this filing are “forward-looking statements” intended to qualify for the safe harbor from liability established by the Private Securities Litigation Reform Act of 1995. All statements other than statements of historical fact, including the statements in the section entitled “Outlook,” are forward-looking statements. When used in this filing, words such as the Company “believes,” “anticipates,” “expects”, “estimates” or “projects” or words of similar meaning are generally intended to identify forward-looking statements. These forward-looking statements are not guarantees of future performance and are subject to certain risks, uncertainties, assumptions and other factors, some of which are beyond the Company’s control, that could cause actual results to differ materially from those anticipated as of the date of this filing. Factors that could cause such a variance include, but are not limited to, any interruption in the expected general economic recovery, unanticipated changes in capital market conditions, the Company’s ability to implement successfully its strategic initiatives, market acceptance of newly introduced products, unexpected issues related to the pricing and availability of raw materials (including steel) and component parts, the ability of the Company to increase its prices to reflect higher prices for raw materials and component parts, the cyclical nature of the Company’s business, the Company’s and its customers’ access to credit, competitive pricing, product initiatives and other actions taken by competitors, disruptions in production capacity, excess inventory levels, the effect of changes in laws and regulations (including government subsidies and international trade regulations), technological difficulties, changes in currency exchange rates or interest rates, unanticipated difficulties or charges arising out of the proposed sale of the Company’s Owatonna, Minnesota manufacturing facility, the Company’s ability to secure sources of liquidity necessary to fund its operations, changes in environmental laws, the impact of any acquisition effected by the Company, and employee and labor relations. Shareholders, potential investors, and other readers are urged to consider these factors in evaluating the forward-looking statements and are cautioned not to place undue reliance on such forward-looking statements. The forward-looking statements included in this filing are only made as of the date of this filing, and the Company undertakes no obligation to publicly update such forward-looking statements to reflect subsequent events or circumstances. In addition, the Company’s expectations for fiscal year 2004 are based in part on certain assumptions made by the Company, including those relating to commodities prices, which are strongly affected by weather and other factors and can fluctuate significantly, housing starts and other construction activities, which are sensitive to, among other things, interest rates and government spending, and the performance of the U.S. economy generally. The accuracy of these or other assumptions could have a material effect on the Company’s ability to achieve its expectations.

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Item 3.   Quantitative and Qualitative Disclosures about Market Risk

        There are no material changes to the information provided in response to this item as set forth in the Company’s Annual Report on Form 10-K for the year ended December 31, 2003 as filed with the Securities and Exchange Commission.

Item 4.   Controls and Procedures

        The Company’s management, with the participation of the Company’s principal executive officer and principal financial officer, has evaluated the Company’s disclosure controls and procedures as of March 27, 2004. Based upon that evaluation, the Company’s principal executive officer and principal financial officer have concluded that the Company’s disclosure controls and procedures were effective as of March 27, 2004. There was no change in the Company’s internal control over financial reporting that occurred during the three months ended March 27, 2004, that has materially affected, or is reasonably likely to materially affect, the Company’s internal control over financial reporting.

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PART II – OTHER INFORMATION

Item 2.   Changes in Securities, Use of Proceeds and Issuer Purchases of Equity Securities

        In September 2001, the Company’s Board of Directors authorized a stock repurchase plan providing for the repurchase of up to 500,000 shares of the Company’s outstanding common stock in open market or privately negotiated transactions. The plan does not have an expiration date. No shares were repurchased under the plan during the three-month period ended March 27, 2004. As of March 27, 2004, the Company had authority to repurchase 348,100 shares under the plan.

Item 6.  Exhibits and Reports on Form 8-K

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SIGNATURES

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

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GEHL COMPANY

INDEX TO EXHIBITS

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