EXHIBIT 10.88

TO:    Bayerische Vereinsbank
          Aktiengesellschaft
          Frankfurt Branch

GUARANTEE



For valuable consideration, and to induce Bayerische Vereinsbank 
Aktiengesellschaft, Munich, Federal Republic of German and/or 
any of its offices and branches ("Bank"), to grant or continue to 
grant overdraft credit facilities or other credit or banking facilities 
("Credit") from time to time as it may deem fit and at its discretion 
to Wibau Astec GmbH ("Borrower") the undersigned Astec 
Industries, Inc. ("Guarantor") hereby unconditionally guarantees 
and promises that all obligations (including principal, interest and 
charges) at any time owing by the Borrower to the Bank in respect 
of such Credit will be promptly paid in full when due (at stated 
maturity, by acceleration or otherwise).

The liability of the Guarantor under this Guarantee shall not exceed 
at anyone time the sum of DM 5,000,000 (Deutsche Mark five 
million), plus all interest, cost and fees upon the Credit or upon 
such part thereof as shall not exceed the foregoing limitation.  
Notwithstanding the foregoing the Bank may permit the Credit of 
the Borrower to exceed Guarantor's liability.

This is a continuing guarantee.  The Guarantor consents that 
without notice to it the maturity of any obligation of the Borrower 
may be renewed or the terms thereof waived or varied, or any 
collateral or other security therefore may be released, exchanged or 
otherwise dealt with, all as the bank may determine.  The 
Guarantor agrees that its liability hereunder shall be unconditional 
irrespective of any circumstances which might otherwise 
constitutes a discharge of a surety or guarantor, and waives 
diligence, presentment, protest and all notices and demands 
whatsoever, including notice of acceptance of this Guarantee or of 
any extension of credit and any requirement that any right or power 
be exhausted or any action be taken against the Borrower or 
against any collateral or other security held by the Bank.

The Guarantor agrees that all payments (whether of principal, 
interest or otherwise) to be made by it hereunder shall be made to 
the Bank at its Head Office in Munich in the legal currency of the 
Federal Republic of Germany.  All payments (whether of 
principal, interest or otherwise) to be made by the Guarantor to the 
Bank hereunder shall be made free and clear of and without 
deduction for any taxes, levies, imposts, duties, charges, fees, 
deductions, withholdings, restrictions or conditions of any nature 
now or hereinafter imposed by any governmental authority in any 
jurisdiction or any political subdivision or banking authority 
thereof or therein.  If at any time any applicable law requires the 
Guarantor to make any such deduction or withholding from any 
such payment, the sum due from the Guarantor in respect of such 
payment shall be increased to the extent necessary to insure that, 
after the making of such deduction or withholding, the Bank 
receives a net sum equal to the sum which it would have received if 
no such deduction or withholding had been required to be made.

No payment by the Guarantor hereunder shall entitle the 
Guarantor, by subrogation to the rights of the Bank or otherwise, 
to any payment by the Borrower or out of the property of the 
Borrower, except after payment in full of all obligations (whether 
or not guaranteed hereby) which may be or become payable by the 
Borrower to the Bank.  The Bank's statement of account shall 
represent conclusive proof of the claim of the Bank against the 
Borrower, except for manifest error.

The obligations of the Guarantor hereunder shall not be affected by 
the receipt by the Bank of the proceeds of any collateral or other 
security held by the Bank.  In case at any time the Bank shall be 
required for any reason to repay any amount received by it from 
the Borrower or from any collateral or other security held by the 
Bank on account of any obligation guaranteed hereby, then the 
liability of the Guarantor in respect of such obligation shall be 
restored.  The Guarantor's liability hereunder shall not be affected 
by termination of its position as partner or shareholder of the 
Borrower.

The Guarantor shall pay all taxes (including stamp taxes and 
registration fees) imposed in the United States with respect to this 
Guarantee, and the obligation of the Guarantor to pay such amount 
shall survive the discharge of the other obligations of the 
Guarantor hereunder.

This Guarantee shall be valid until receipt by the Bank of written 
notice of cancellation of this Guarantee by guarantor.  The effect of 
any such termination shall be prospective only.

This Guarantee shall be governed by the law of the State of New 
York of the United States of America.

In connection with any dispute which may arise under this 
Guarantee the Guarantor hereby irrevocably submits to consents to 
and waives any objection to the jurisdiction of the courts of the 
State of New York located in the County of New York and of the 
United States District Court for the Southern District of New York 
or at the Bank's option to the Courts of any jurisdiction in which 
the Guarantor or any of its assets may be located and waives any 
objection to the laying of such venue in such court.  The Guarantor 
admits that any such disputes may be resolved at least as 
conveniently in such a court as in any other court and will not seek 
dismissal or a change of venue on the ground that resolution of 
such a dispute in any such court is not convenient or in the interest 
of justice.



IN WITNESS thereof, the undersigned has caused this instrument 
to be duly executed by its proper officers this 16th day of January , 
1995.



Astec Industries, Inc.
By:  /s/ Albert E. Guth