1
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM 10-K

(MARK ONE)
X ANNUAL REPORT PURSUANT TO SECTION 13 OR 15 (d) OF THE
----- SECURITIES EXCHANGE ACT OF 1934 [NO FEE REQUIRED]

For the fiscal year ended August 31, 1997 OR

TRANSITION REPORT PURSUANT TO SECTION 13 OR 15 (d) OF THE
----- SECURITIES EXCHANGE ACT OF 1934 [NO FEE REQUIRED]

For the transition period from to
--------- --------

Commission File Number 0-17116

Lindsay Manufacturing Co.
-----------------------------------------------------
(Exact name of registrant as specified in its charter)

Delaware 47-0554096
- -------------------------------- --------------------
(State or other jurisdiction of (I.R.S. Employer
incorporation or organization) Identification No.)

Box 156, East Highway 91, Lindsay, Nebraska 68644
- --------------------------------------------------- ----------------
(Address of principal executive offices) (Zip Code)

Registrant's telephone number, including area code: 402-428-2131

Securities registered pursuant to Section 12(b) of the Act:
Title of Class
-----------------------------
Common Stock, $1.00 par value

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
for 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 if disclosure of delinquent filers pursuant
to Item 405 of Regulation S-K is not contained herein, and will not
be contained, to the best of registrant's knowledge, in definitive
proxy or information statements incorporated by reference in Part
III of this Form 10-K or any amendment to this Form 10-K.
-----

As of November 18, 1997, 9,348,856 shares of the registrant's Common
Stock were outstanding and the aggregate market value of all Common
Stock held by non-affiliates (8,735,531 shares) was $360,340,654
based upon the final sales price on the New York Stock Exchange,
Inc. on such date.

DOCUMENTS INCORPORATED BY REFERENCE

Portions of the 1997 Annual Report to Stockholders are incorporated
herein by reference into Parts I, II and IV.

Portions of the Proxy Statement pertaining to the January 23, 1998
annual stockholders' meeting are incorporated herein by reference
into Part III.
Exhibit index is located on page 10-12.

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ITEM 1 - BUSINESS

(a) Lindsay Manufacturing Co. ("Lindsay" or the "Company") is a
leading designer, manufacturer and international and domestic
marketer, under its "Zimmatic" trademark, of electrically powered
automatic continuous move systems for the irrigation of
agricultural crops and related products and services.

Lindsay also produces and sells large diameter tubing;
manufactures and assembles products for other manufacturers (such
as corn planters and sub-assemblies for construction equipment).

Lindsay was founded in 1955, and incorporated under Nebraska
law in 1969. DEKALB Energy Company, ("DEKALB", formerly DEKALB
Corporation) acquired Lindsay in 1974 through its merger into
Lindsay Manufacturing Co., a wholly-owned Delaware subsidiary of
DEKALB. The company was a wholly-owned subsidiary of DEKALB until
October 1988.

(b) Industry segment information is included in Part II, Item 8,
Footnote L. The information required by this item is incorporated
by reference from the 1997 Annual Report to Stockholders on page
23.

(c) PRODUCT. Lindsay's irrigation systems are primarily of the
center pivot type, with a small portion of its products consisting
of the lateral move type. Both are automatic continuous move
systems consisting of sprinklers mounted on a water carrying
pipeline which is supported approximately 11 feet off the ground
by a truss system suspended between moving towers. Due to lower
price and simplicity of operation, center pivots currently account
for over 95 percent of Lindsay's irrigation system sales.

A typical center pivot for the North American market is
approximately 1,300 feet long and is designed to circle within a
standard quarter-section of land, which comprises 160 acres,
wherein it irrigates approximately 135 acres. A typical center
pivot for the international market is also approximately 1,300
feet long. Center pivot or lateral move systems can also be
custom designed and can irrigate from 25 to 500 acres.

A center pivot system represents a significant investment to
a farmer. A typical center pivot system, fully installed,
requires an investment of up to approximately $60,000 to $70,000.
Approximately one-half of such expenditure is for the pivot itself
and the remainder is attributable to installation of additional
equipment such as wells, pumps, underground water pipe, electrical
supply and a concrete pad upon which the pivot is anchored.
Lindsay estimates that there are approximately 140,000 to 150,000
center pivot irrigation systems in operation worldwide, resulting
in a significant replacement parts business.

TYPES OF IRRIGATION - Competitive Products. Center pivot and
lateral move irrigation systems compete with three other types of
irrigation: flood, drip and other mechanical devices. The bulk
of the worldwide irrigation is accomplished by the traditional
method of flood irrigation. Flood irrigation is accomplished by
either flooding an entire field, or by providing a water source
(ditches or a pipe) along the side of a field, which is planed and
slopes slightly away from the water source. The water is released
to the crop rows through gates in the ditch or pipe, or through
siphon tubes arching over the ditch wall into some of the crop
rows. It runs down through the crop row until it reaches the far
end of the row, at which time the water

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source is moved and another set of rows are flooded. In "drip" or
"trickle" irrigation, perforated pipe is installed on the ground
or buried underground at the root level. Several other types of
mechanical devices irrigate the remaining irrigated acres. These
other types of mechanical devices are not generally being replaced
and no longer generate significant sales.

Center pivot irrigation offers significant advantages when
compared with other types of irrigation. It requires less labor
and monitoring; it can be used on sandy ground which, due to poor
water retention ability must have water applied frequently; it can
be used on uneven ground, thereby allowing previously unsuitable
land to be brought into production; it can also be used for the
application of fertilizers, insecticides, herbicides or other
chemicals (termed "chemigation"); and it conserves water and
chemicals through precise control of the amount and timing of its
application.

MARKETS - GENERAL. Water is an essential and critical requirement
for crop production, and the extent, regularity and frequency of
water application is a critical determinant in crop performance
and yield.

The fundamental factors which govern the demand for center
pivot and lateral move systems are essentially the same in both
the domestic and international markets. Demand for center pivot
and lateral move systems is determined by whether the increased
value of crop production attributable to center pivot or lateral
move irrigation exceeds any increased costs associated with
installing and operating the equipment. Thus, the decision to
install a center pivot or lateral move system reflects the
profitability of agricultural production, which is determined
primarily by the prices of agricultural commodities and the costs
of other farming inputs.

In addition, demand for center pivots and lateral moves
depends upon the need for the particular operational
characteristics and advantages of such systems in relation to
alternative types of irrigation, primarily flood. Selection of
center pivot or lateral move systems, over competitive types of
irrigation, is aided by the fact that agricultural production is
continually forced to become more efficient in its use of the
basic natural resources of land, water and energy. Increasing
global population not only increases demand for agricultural
output, but also places additional and competing demands on land,
water and energy. As center pivot and lateral move systems are
required where the soil is sandy, the terrain is not flat, there
is a shortage of reliable labor, water supply is restricted and
conservation is critical, and/or chemigation will be utilized,
Lindsay expects demand for center pivots and lateral moves to
increase relative to other irrigation methods.

UNITED STATES MARKET. The information required by this item
is incorporated by reference from the 1997 Annual Report to
Stockholders under the heading "Operations Review" on pages 6
through 11.

INTERNATIONAL MARKET. The information required by this item
is incorporated by reference from the 1997 Annual Report to
Stockholders under the heading "Operations Review" on pages 6
through 11.

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COMPETITION. During the 1970's there were over 30 domestic
manufacturers of center pivot irrigation systems, while six
manufacturers remain today. Lindsay believes that Lindsay and
Valmont Industries, Inc. ("Valmont"), the top two manufacturers,
represent 75 percent to 85 percent of the market. Although
detailed market information is not available, Lindsay believes its
portion of the international market is greater than Valmont's, but
its domestic market is somewhat smaller than that of Valmont.

There is a high level of price competition and utilization of
seasonal promotional programs. Competition also occurs in areas
of product quality and durability, advanced product technology,
product characteristics, retention and reputation of local
dealers, post-sale service, and, at certain times of the year, the
availability of systems and their delivery time. Lindsay believes
it generally competes favorably with respect to these factors.

DIVERSIFIED PRODUCTS AND SERVICES

The information required by this item is incorporated by
reference from the 1997 Annual Report to Stockholders under the
heading "Operations Review" on pages 6 through 11.

SEASONALITY/CYCLICALITY

Irrigation equipment sales are seasonal by nature. Farmers
generally order systems to be delivered and installed before the
growing season. Shipments to North American customers usually
peak during Lindsay's second and third quarters for the spring
planting period. Lindsay's expansion into diversified
manufacturing complements its irrigation operations by using
available capacity and reducing seasonality.

ORDER BACKLOG

As of September 1, 1997 and 1996, Lindsay had an order
backlog of $27.3 million and $25.7 million, respectively. At year
end fiscal 1997, Lindsay had a $17.1 million order backlog for
irrigation equipment. This was a slight increase from year end
fiscal 1996's irrigation equipment order backlog of $16.6 million.
At year end fiscal 1997, order backlog for diversifed products
totaled $10.2 million, up 12% from $9.1 million at fiscal 1996
year end.

Lindsay manufactures a center pivot or lateral move system
only upon a firm order. International orders are generally
shipped against prepayments or receipt of an irrevocable letter of
credit confirmed by a United States bank or other secured means,
which call for delivery within time periods negotiated with the
customer. North American orders are manufactured to dealer order,
accompanied by a down payment.

RAW MATERIALS AND COMPONENTS

Raw materials used by Lindsay include coil steel, angle
steel, plate steel, zinc, tires, gearboxes, fasteners and
electrical components (motors, switches, cable and stators).
Lindsay has, on occasion, faced shortages of certain such
materials. Lindsay believes it currently has ready access to
adequate supplies of raw materials and components.

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CAPITAL EXPENDITURES

Capital expenditures for fiscal 1997, 1996 and 1995, were
approximately $3.8 million, $4.0 million and $2.8 million,
respectively. Fiscal 1997 capital expenditures were used
primarily for upgrading plant and computer equipment and includes
a capitalized lease of $0.5 million. Over half of the fiscal 1996
capital expenditures were related to Lindsay's installation of a
robotic manufacturing process for the manufacture of center pivot
irrigation equipment pipeline. The remaining fiscal 1996 capital
expenditures were primarily for the general upgrading of the
manufacturing plant and equipment. Capital expenditures for
fiscal 1998 are expected to be approximately $3.5 to $4.0 million
and will be used primarily to improve the Company's existing
facilities, expand its manufacturing capabilities, and increase
productivity. The Company expects annual capital expenditures for
plant expansion over the next several years to approximate fiscal
1998's level.

PATENTS, TRADEMARKS, LICENSES

The "Zimmatic" and other trademarks are registered in most
markets in which Lindsay sells its product. Lindsay follows a
policy of applying for patents on all significant patentable
inventions. Although Lindsay believes it is important to follow a
patent protection policy, Lindsay's business is not dependent, to
any material extent, on any single patent or group of patents.

EMPLOYEES

The number of persons employed by Lindsay at fiscal year end
1997, 1996 and 1995 were 553, 542 and 491, respectively. Lindsay
currently employs approximately 600 persons. None of Lindsay's
employees are represented by a union.

ENVIRONMENTAL AND HEALTH AND SAFETY MATTERS

Like other manufacturing concerns, Lindsay is subject to
numerous laws and regulations which govern occupational health and
safety and the discharge and disposal of materials into the
environment. Lindsay believes that its operations are
substantially in compliance with all such applicable laws and
regulations. Permits are or may be required for some of the
operations at the Lindsay, Nebraska facility. Although all
currently required permits have been obtained by Lindsay, as with
all such permits they are subject to revocation, modification and
renewal. Even where regulations or standards have been adopted,
they are subject to varying and conflicting interpretations and
implementation. In many cases, compliance with environmental
regulations or standards can be achieved only through significant
capital and operation expenditures. See Item 3 Legal Proceedings.

SUBSIDIARIES

Since 1996, international sales personnel have been located
at the corporate office in Lindsay, Nebraska as part of Lindsay
International Sales Corporation, a subsidiary which conducts
foreign sales operations for Lindsay. Lindsay Transportation,
Inc., a wholly-owned subsidiary, was formed in 1975. It owns
approximately 115 trailers and, through lease of tractors,

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supplies the ground transportation in the United States and Canada
for Lindsay's products and the bulk of incoming raw materials, and
hauls other products on backhauls. Lindsay also has three
non-operational subsidiaries.

ITEM 2 - PROPERTIES

Lindsay owns and occupies 43 acres in Lindsay, Nebraska. Its
manufacturing operation has eight separate buildings, with
approximately one-half million square feet of manufacturing area
under roof. With the Company's current manufacturing capacity,
the Company can increase sales without a major investment in
facilities and capital equipment.

ITEM 3 - LEGAL PROCEEDINGS

Lindsay is a party to a number of lawsuits arising from
environmental and other issues in the ordinary course of its
business. Management does not believe that these lawsuits, either
individually or in the aggregate, are likely to have a material
adverse effect on Lindsay's financial condition, results of
operations or cash flows.

Environmental contamination at Lindsay's manufacturing
facility occurred in 1982 when a drill, operated by a
sub-contractor installing groundwater monitoring wells, punctured
a silt and sand lens and an underlying clay layer beneath a
clay-lined lagoon. The 1982 puncture of the clay layer caused
acid and solvent leachate to enter the sand and gravel aquifer.

Since 1983, Lindsay has worked actively with the Nebraska
Department of Environmental Control ("NDEC") to remediate this
contamination by purging and treating the aquifer. In October
1989, the Environmental Protection Agency ("EPA") added Lindsay to
the list of priority Superfund sites. In 1988, a sampling which
was performed in connection with an investigation of the extent of
aquifer groundwater contamination revealed solvent contamination
(volatile organic compounds) in the soil and shallow groundwater
in three locations at and in the vicinity of the plant. Under a
1988 agreement with the EPA and NDEC, Lindsay conducted a Remedial
Investigation/Feasibility Study ("RI/FS"). This study was
completed in June 1990. Lindsay does not believe that there is
any other soil or groundwater contamination at the manufacturing
facility.

In September 1990, the EPA issued its Record of Decision
("ROD") selecting a plan for completing the remediation of both
contaminations. The selected plan implementation was delayed
until finalization of the Consent Decree in April 1992. The final
remediation plans were approved in 1993 and 1994 and the
remediation plans were fully implemented during fiscal 1995.

The balance sheet reserve for this remediation was $0.3
million at August 31, 1997 and 1996.

Lindsay believes that the current reserve is sufficient to
cover the estimated cost for complete remediation of both the
aquifer and soil and shallow groundwater contaminations under the
final plans. Lindsay believes that its insurer should cover costs
associated with the contamination of the aquifer that was caused
by the puncture of the clay layer in 1982. However, Lindsay and
the insurer are in litigation over the extent of the insurance
coverage. In 1987, the insurer agreed to reimburse Lindsay for
remediation costs incurred by Lindsay. The insurer reduced its
reimbursement of

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remediation costs in early 1990. In late 1990, Lindsay filed suit
against the insurer. The insurer completely stopped reimbursement
of remediation costs in 1991 and in 1992 the insurer filed a
counterclaim against Lindsay for previously reimbursed remediation
costs. In December 1995, the court dismissed Lindsay's suit
against the insurer and entered a judgment in the amount of $2.4
million in favor of the insurer. During July 1997 the United
States Court of Appeals reversed the judgement of $2.4 million and
remanded the case to the district court for futher proceedings.
The company has not made a provision for the previously reimbursed
remediation costs. If the EPA or the NDEC require remediation
which is in addition to or different from the current plan and
depending on the success of Lindsay's litigation against the
insurer, this reserve could increase or decrease depending on the
nature of the change in events.

ITEM 4 - SUBMISSION OF MATTERS TO A VOTE OF SECURITY HOLDERS

No matters were submitted to the vote of security holders
during the fourth quarter of Fiscal 1997.

EXECUTIVE OFFICERS OF THE REGISTRANT

The executive officers of the Company, their ages, positions
and past five years experience are set forth below. All officers
are elected for one year terms, which can be annually renewed at a
Board of Directors meeting. This meeting is scheduled for January
23, 1998.

Age Position with the Company
--- -----------------------------------------------

Gary D. Parker 52 Chairman, President and Chief Executive Officer
Eduardo R. Enriquez 57 Vice President - International
Bruce C. Karsk 45 Vice President - Finance, Treasurer and
Secretary
Clifford P. Loseke 59 Vice President - Manufacturing
Charles H. Meis 51 Vice President - Engineering
Robert S. Snoozy 51 Vice President - Sales and Marketing

Mr. Gary D. Parker is Chairman, President and Chief Executive
Officer of Lindsay, and has held such positions since December
1989. Prior to that time and since 1984, he was President and
Chief Executive Officer of Lindsay. He served as Executive Vice
President from 1978 to 1984. Mr. Parker has also been a Director
since 1978.

Mr. Eduardo R. Enriquez is President of Lindsay International
Sales Corporation and has served in that capacity and as Vice
President - International of Lindsay since May of 1986. Prior to
that time, and since 1981, he was Vice President - Sales of
Lindsay International Sales Corporation.

Mr. Bruce C. Karsk is Vice President - Finance, Treasurer and
Secretary of Lindsay and has held such positions since 1984.
Prior to that time and since 1981, Mr. Karsk had been the
Controller.

Mr. Clifford P. Loseke is Vice President - Manufacturing of
Lindsay, a position he has held since 1975.

Mr. Charles H. Meis is Vice President - Engineering of
Lindsay and has held such position since 1975.

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Mr. Robert S. Snoozy is Vice President - Sales and Marketing
of Lindsay and has held such position since 1986. Prior to that
time and since 1978, he had been Vice President of Marketing.

PART II

ITEM 5 - MARKET FOR THE REGISTRANT'S COMMON EQUITY AND RELATED
STOCKHOLDER MATTERS

Lindsay Common Stock, began public trading on October 12,
1988. Effective October 21, 1997 Lindsay's common stock began
trading on the New York Stock Exchange, Inc. (NYSE) under the
ticker symbol "LNN". Prior to trading on the NYSE, Lindsay common
stock traded on the Nasdaq National Market. As of November 18,
1997 there were approximately 250 stock holders of record.

The following table sets forth for the periods indicated the
range of the high and low sales price:

FISCAL YEAR 1997 FISCAL YEAR 1996
------------------ -------------------
HIGH LOW HIGH LOW
--------- -------- ------- -------

First Quarter 31 24-13/16 16-3/16 14-3/8
Second Quarter 36-1/2 26-11/16 21-13/16 15-13/16
Third Quarter 36-3/4 28 26-1/2 19-1/2
Fourth Quarter 39 29 29-11/16 22-11/16

During fiscal 1997 a 3-1/3-cent cash dividend was paid for the
first and second quarter, increasing to 3-1/2-cent for the third
and fourth quarter, totaling 13-2/3 cents for fiscal year 1997.
The 3-1/3-cent quarterly dividend was paid for the second, third
and fourth quarters of fiscal 1996, totaling 10 cents for fiscal
year 1996. Lindsay initiated a quarterly cash dividend on its
common stock on February 7, 1996.

ITEM 6 - SELECTED FINANCIAL DATA

The information required by this item is incorporated by
reference from the 1997 Annual Report to Stockholders under the
heading "Selected Financial Data" on page 12.

ITEM 7 - MANAGEMENT'S DISCUSSION AND ANALYSIS OF RESULTS OF OPERATIONS
AND FINANCIAL CONDITION

The information required by this item is incorporated by
reference from the 1997 Annual Report to Stockholders under the
heading "Management's Discussion and Analysis" on pages 13 through
16.

CONCERNING FORWARD LOOKING STATEMENTS - This Report on Form
10K, including the Management's Discussion and Analysis and other
sections, contains forward looking statements that are subject to
risks and uncertainties and which reflect management's current
beliefs and estimates of future economic circumstances, industry
conditions, Company performance and financial results. Forward
looking statements include the information concerning possible or
assumed future results of operations of the Company and those
statements preceded by, followed by or include the words "future",

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"position", "anticipate(s)", "expect", "believe(s)", "see",
"plan", "further improve", "outlook", "should", or similar
expressions. For these statements, the Company claims the
protection of the safe harbor for forward looking statements
contained in the Private Securities Litigation Reform Act of 1995.
Readers of this Report should understand that the following
important factors, in addition to those discussed elsewhere in
this document, could affect the future results of the Company and
could cause those results to differ materially from those
expressed in these forward looking statements; availability of and
price of raw materials, product pricing, competitive environment
and related domestic and international market conditions,
operating efficiencies and actions of domestic and foreign
governments. Any changes in such factors could result in
significantly different results.

ITEM 8 - FINANCIAL STATEMENTS AND SUPPLEMENTARY DATA

The financial statements and accompanying notes, together
with the report of independent accountants are incorporated by
reference from the 1997 Annual Report to Stockholders on pages 16
through 23.

The information required by Item 302 of Regulation S-K is
incorporated by reference from the 1997 Annual Report to
Stockholders under the heading "Quarterly Data" on page 12.

ITEM 9 - CHANGES IN AND DISAGREEMENTS WITH ACCOUNTANTS ON
ACCOUNTING AND FINANCIAL DISCLOSURE

None.

PART III

ITEM 10 - DIRECTORS AND EXECUTIVE OFFICERS OF THE REGISTRANT

The Company will file with the Securities and Exchange
Commission a definitive Proxy Statement not later than 120 days
after the close of its fiscal year ended August 31, 1997.
Information required by item 401 of Regulation S-K is incorporated
by reference from the proxy statement. Information about
Executive Officers is shown on page 7 and 8 of this filing.

SECTION 16(a) BENEFICIAL OWNERSHIP REPORTING COMPLIANCE -
Item 405 of Regulation S-K calls for disclosure of any known late
filing or failure by an insider to file a report required by
Section 16 of the Securities Exchange Act. The Company believes
that it complied with all section 16 filing requirements during
the fiscal year ended August 31, 1997 except for two late filings
of Form 4 Statement of Changes to Beneficial Ownership; (1)
Eduardo R. Enriquez relating to an exercise of shares on February
14, 1997, due March 10, 1997, filed April 1, 1997 resulting from a
clerical error, (2) Howard G. Buffett relating to a purchase of
shares May 13-14, 1997, due June 10, 1997, filed June 23, 1997
resulting from inaccessibility due to international travel.

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ITEM 11 - EXECUTIVE COMPENSATION

The information required by this Item is incorporated by
reference from the Proxy Statement.

ITEM 12 - SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND
MANAGEMENT

The information required by this Item is incorporated by
reference from the Proxy Statement.

ITEM 13 - CERTAIN RELATIONSHIPS AND RELATED TRANSACTIONS

None.

PART IV

ITEM 14 - EXHIBITS, FINANCIAL STATEMENT SCHEDULES, AND REPORTS ON
FORM 8-K

(a)(1) Financial Statements
The following financial statements of Lindsay Manufacturing
Co. are incorporated by reference under Item 8. The 1997 Annual
Report to Stockholders is attached as Exhibit 13.

Reference Page
Annual Stockholders
Report

Report of Independent Accountants 16
Consolidated Statements of Operations for the Years
ended August 31, 1997, 1996 and 1995 17
Consolidated Balance Sheets at
August 31, 1997 and 1996 18
Consolidated Statements of Stockholders' Equity
for the years ended August 31, 1997, 1996 and 1995 17
Consolidated Statements of Cash Flows for the Years
ended August 31, 1997, 1996 and 1995 19

Notes to Consolidated Financial Statements 20-23

(a)(2) Financial Statement Schedules

Reference Page
Form 10-K
Annual Report

Report of Independent Accountants 14

Schedules

VIII. Valuation and Qualifying Accounts -
Years ended August 31, 1997, 1996 and 1995 15

Financial statements and schedules other than those listed
are omitted for the reason that they are not required, are not
applicable or that equivalent information has been included in the
financial statements or notes thereto.

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a(3) EXHIBIT INDEX

Sequential
Exhibit Page
Number Description Number
- ------- ------------- ----------

3(a) Restated Certificate of Incorporation of the Company,
incorporated by reference to Exhibit 3(a) to the Company's
Report on Form 10-Q for the fiscal quarter ended February,
28, 1997. -

3(b) By-Laws of the Company incorporated by reference to Amended
Exhibit 3(b) of Amendment No. 3 to the Company's Registration
Statement on Form S-1 (Registration No. 33-23084), filed
September 23, 1988. -

3(c) Certificate of Amendment of the Restated Certificate of
Incorporation of Lindsay Manufacturing Co. dated February 7,
1997, incorporated by reference to Exhibit 3(b) to the
Company's Report on Form 10-Q for the fiscal quarter ended
February 28, 1997. -

4(a) Specimen Form of Common Stock Certificate incorporated by
reference to Exhibit 4 of Amendment No. 3 to the Company's
Registration Statement on Form S-1 (Registration No. 33-23084),
filed September 23, 1988. -

10(a) Insurance, Liability and Indemnity Agreement between
DEKALB Energy Company and the Company, dated October 19, 1988,
incorporated by reference to Exhibit 10(c) of the Company's
Annual Report on Form 10-K for the fiscal year ended August
31, 1988. -

10(b) Employment Agreement between the Company and Gary D. Parker,
effective September 1, 1997. 16-28

10(c) Indemnification Agreement between the Company and its
directors and officers, dated October 10, 1988, incorporated
by reference to Exhibit 10(f) of the Company's Annual Report
on Form 10-K for the fiscal year ended August 31, 1988. -

10(d) Lindsay Manufacturing Co. Long-Term Incentive Plan,
incorporated by reference to amended Exhibit 10(h) of
Amendment No. 3 to the Company's Registration Statement
on Form S-1 (Registration No. 33-23084), filed September
23, 1988. -

10(e) Lindsay Manufacturing Co. Profit Sharing Plan, incorporated
by reference to Exhibit 10(i) of the Company's Registration
Statement on Form S-1 (Registration No. 33-23084), filed
July 15, 1988. -

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a(3) EXHIBIT INDEX

Sequential
Exhibit Page
Number Description Number
- ------- ---------------- ----------

10(f) Lindsay Manufacturing Co. 1991 Long-Term Incentive Plan,
incorporated by reference to Exhibit 10(h) of the Company's
Annual Report on Form 10-K for the fiscal year ended August
31, 1992. -

10(g) Employment Agreement between the Company and Bruce C. Karsk,
Eduardo R. Enriquez, Clifford P. Loseke, Charles H. Meis, and
Robert S. Snoozy, effective September 1, 1997. 29-36

10(h) Lindsay Manufacturing Co. Supplemental Retirement Plan,
incorporated by reference to Exhibit 10(j) of the Company's
Annual Report on Form 10K for the fiscal year ended August 31,
1994. -

11 Statement re Computation of Per Share Earnings. 37

13 Lindsay Manufacturing Co. 1997 Annual Report to Stockholders. 38-65

21 Subsidiaries of the Company, incorporated by reference to Exhibit
22 of the Company's Annual Report on Form 10-K for the fiscal year
ended August 31, 1988. -

23 Consent of Coopers & Lybrand L.L.P. 66

24(a) The Power of Attorney authorizing Gary D. Parker and Bruce C. Karsk
and each of them singly to sign the Annual Report on Form 10-K,
Quarterly Report on Form 10-Q and Notification of Late Filing on Form
12b-25 on behalf of each other and certain directors. 67

27 Financial Data Schedule 68

(b) Reports on Form 8-K

The Registrant has not filed any reports on Form 8-K during the
fourth quarter of fiscal 1997.

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SIGNATURES

Pursuant to the requirements of Section 13 or 15(d) 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.

LINDSAY MANUFACTURING CO.

By: Bruce C. Karsk
----------------------------------
Name: Bruce C. Karsk
--------------------------------
Title: Vice President-Finance, Treasurer
and Secretary; Principal Financial
and Accounting Officer

Pursuant to the requirements of the Securities Exchange Act of
1934, this report has been signed below by the following persons on
behalf of the registrant and in the capacities indicated on this
24th day of November, 1997.

Gary D. Parker (1) Chairman, President and Chief Executive Officer
---------------------------
Gary D. Parker

Bruce C. Karsk Vice President - Finance, Treasurer and
---------------------------
Bruce C. Karsk Secretary; Principal Financial and Accounting
Officer

Ralph J. Kroenke Controller
---------------------------
Ralph J. Kroenke

Vaughn L. Beals, Jr. (1) Director
---------------------------
Vaughn L. Beals, Jr.

Howard G. Buffett (1) Director
---------------------------
Howard G. Buffett

John W. Croghan (1) Director
---------------------------
John W. Croghan

George W. Plossl (1) Director
---------------------------
George W. Plossl

(1) By: Bruce C. Karsk
----------------------------------
Bruce C. Karsk, Attorney-In-Fact.

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REPORT OF INDEPENDENT ACCOUNTANTS

To the Stockholders and Board of Directors of Lindsay
Manufacturing Co.

Our report on the consolidated financial statements of Lindsay
Manufacturing Co. is incorporated by reference to this Form 10-K
from page 16 of the Fiscal 1997 Annual Report to Stockholders of
Lindsay Manufacturing Co. In connection with our audits of such
financial statements, we have also audited the related financial
statement schedule listed in the Index to Financial Statement
Schedules on page 10 of this Form 10-K.

In our opinion, the financial statement schedule referred to
above, when considered in relation to the basic financial
statements taken as a whole, presents fairly, in all material
respects, the information required to be included therein.

COOPERS & LYBRAND L.L.P.

Omaha, Nebraska
October 2, 1997

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Lindsay Manufacturing Co.
SCHEDULE VIII - VALUATION and QUALIFYING ACCOUNTS
Years ended August 31, 1997, 1996 and 1995
(Dollars in thousands)
----------------------

Column A Column B Column C Column D Column E
-------- -------- ------------------------ -------- --------
Additions
------------------------
Balance at Charged to Charged to Balance at
Beginning Costs and Other End
Description of Period Expenses Accounts Deductions of Period
----------- --------- -------- ---------- ---------- ---------

Year ended August 31, 1997:
Deducted in the balance sheet from the
assets to which they apply:
- Allowance for doubtful accounts $ 723 $ 60 $ 0 $ 40 (a) $ 743
========= =========== ======== ========= =========
- Allowance for inventory obsolescence $ 690 $ 3 $ 0 $ 24 (b) $ 669
========= =========== ======== ========= =========
Year ended August 31, 1996:
Deducted in the balance sheet from the
assets to which they apply:
- Allowance for doubtful accounts $ 573 $ 260 $ 0 $ 110 (a) $ 723
========= =========== ======== ========= =========
- Allowance for inventory obsolescence $ 672 $ 89 $ 0 $ 71 (b) $ 690
========= =========== ======== ========= =========
Year ended August 31, 1995:
Deducted in the balance sheet from the
assets to which they apply:
- Allowance for doubtful accounts $ 513 $ 60 $ 0 $ 0 (a) $ 573
========= =========== ======== ========= =========
- Allowance for inventory obsolescence $ 760 $ 0 $ 13 $ 101 (b) $ 672
========= =========== ======== ========= =========

- -------------------------------------------
Notes:
(a) Deductions consist of uncollectible items written off, less
recoveries of items previously written off.
(b) Deductions consist of obsolete items sold or scrapped.

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