ARTICLES OF AMENDMENT
                                       TO
                       RESTATED ARTICLES OF INCORPORATION
                                       OF
                            OSHKOSH TRUCK CORPORATION

1.   Paragraph  A of Article  Third of the  Corporation's  Restated  Articles of
     Incorporation is amended to read in its entirety as follows:

          A.   STOCK

          The total number of shares of stock which the  corporation  shall have
     the authority to issue is sixty-three million  (63,000,000) shares itemized
     by classes as follows:

               1.  Sixty-one  million (61,000,000)  shares of common stock,  one
          cent ($.01) par value,  divided into the  following  classes:  (a) one
          million  (1,000,000)  shares  of Class A Common  Stock  (the  "Class A
          Common Stock");  and (b) sixty million  (60,000,000)  shares of Common
          Stock (the "Common Stock").

               2.  Two million (2,000,000)  shares of preferred  stock, one cent
          ($.01) par value (the "Preferred Stock").

2.   Paragraph AA of Article  Third of the  Corporation's  Restated  Articles of
     Incorporation is amended to read in its entirety as follows:

          AA.  STOCK

          The total number of shares of stock which the  corporation  shall have
     the authority to issue is sixty-three million  (63,000,000) shares itemized
     by classes as follows:

               1.  Sixty-one million  (61,000,000)  shares of common stock,  one
          cent ($.01) par value,  divided into the  following  classes:  (a) one
          million  (1,000,000)  shares  of Class A Common  Stock  (the  "Class A
          Common Stock");  and (b) sixty million  (60,000,000)  shares of Common
          Stock (the  "Common  Stock")  (the Class A Common Stock and the Common
          Stock  are  hereinafter   collectively  referred  to  as  the  "Common
          Shares").

               2.  Two million (2,000,000)  shares of preferred  stock, one cent
          ($.01) par value (the "Preferred Stock").