FORM 3
UNITED STATES SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549

INITIAL STATEMENT OF BENEFICIAL OWNERSHIP OF SECURITIES

Filed pursuant to Section 16(a) of the Securities Exchange Act of 1934 or Section 30(h) of the Investment Company Act of 1940
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(Print or Type Responses)
1. Name and Address of Reporting Person *
  Adamson Mark
2. Date of Event Requiring Statement (Month/Day/Year)
05/04/2010
3. Issuer Name and Ticker or Trading Symbol
DOUGLAS DYNAMICS, INC [PLOW]
(Last)
(First)
(Middle)
C/O DOUGLAS DYNAMICS, INC., 7777 NORTH 73RD ST.
4. Relationship of Reporting Person(s) to Issuer
(Check all applicable)
_____ Director _____ 10% Owner
__X__ Officer (give title below) _____ Other (specify below)
VP, Sales and Marketing
5. If Amendment, Date Original Filed(Month/Day/Year)
(Street)

MILWAUKEE, WI 53223
6. Individual or Joint/Group Filing(Check Applicable Line)
_X_ Form filed by One Reporting Person
___ Form filed by More than One Reporting Person
(City)
(State)
(Zip)
Table I - Non-Derivative Securities Beneficially Owned
1.Title of Security
(Instr. 4)
2. Amount of Securities Beneficially Owned
(Instr. 4)
3. Ownership Form: Direct (D) or Indirect (I)
(Instr. 5)
4. Nature of Indirect Beneficial Ownership
(Instr. 5)

Reminder: Report on a separate line for each class of securities beneficially owned directly or indirectly. SEC 1473 (7-02)
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Table II - Derivative Securities Beneficially Owned (e.g., puts, calls, warrants, options, convertible securities)
1. Title of Derivative Security
(Instr. 4)
2. Date Exercisable and Expiration Date
(Month/Day/Year)
3. Title and Amount of Securities Underlying Derivative Security
(Instr. 4)
4. Conversion or Exercise Price of Derivative Security 5. Ownership Form of Derivative Security: Direct (D) or Indirect (I)
(Instr. 5)
6. Nature of Indirect Beneficial Ownership
(Instr. 5)
Date Exercisable Expiration Date Title Amount or Number of Shares
Employee Stock Option (right to buy)   (1) 08/27/2017 Common Stock 118,750 (2) $ 4.21 D  

Reporting Owners

Reporting Owner Name / Address Relationships
Director 10% Owner Officer Other
Adamson Mark
C/O DOUGLAS DYNAMICS, INC.
7777 NORTH 73RD ST.
MILWAUKEE, WI 53223
      VP, Sales and Marketing  

Signatures

/s/ Timothy J. Hart as Attorney-in-Fact for Mark Adamson 05/04/2010
**Signature of Reporting Person Date

Explanation of Responses:

* If the form is filed by more than one reporting person, see Instruction 5(b)(v).
** Intentional misstatements or omissions of facts constitute Federal Criminal Violations. See 18 U.S.C. 1001 and 15 U.S.C. 78ff(a).
(1) The option is exercisable at any time in respect of 47,500 of the underlying shares. Of the other 71,250 underlying shares, 23,750 will vest and become exercisable on each of August 27, 2010, August 27, 2011, and August 27, 2012.
(2) The number of shares of Common Stock underlying the options reported reflects a 23.75 for 1 stock split of the Issuer's Common Stock that will become effective immediately prior to the consummation of the Issuer's initial public offering of its Common Stock.
 
Remarks:
A power of attorney on behalf of Mr. Adamson is attached hereto as Exhibit 24.

Note: File three copies of this Form, one of which must be manually signed. If space is insufficient, See Instruction 6 for procedure.

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