As filed with the Securities and Exchange Commission on February 16, 1994.
                                                      Registration No. 33-     
                      SECURITIES AND EXCHANGE COMMISSION
                            Washington, D.C.  20549

                                   FORM S-1
                            REGISTRATION STATEMENT
                                     UNDER
                          THE SECURITIES ACT OF 1933
                               TEREX CORPORATION
            (Exact name of Registrant as specified in its charter)

         Delaware                3550                   34-1531521
(State or other      (Primary standard industrial    (I.R.S.employer
jurisdiction of      classification code number)   identification no.)
incorporation or
organization)

                              500 Post Road East
                         Westport, Connecticut  06880
                                (203) 222-7008
             (Address, including zip code, and telephone number, 
       including area code, of Registrants' principal executive offices)

                           Marvin B. Rosenberg, Esq.
                               TEREX CORPORATION
                              500 Post Road East
                         Westport, Connecticut  06880
                                (203) 222-7170
           (Name, address, including zip code, and telephone number,
                  including area code, of agent for service)

                                  Copies To:

Robinson Silverman Pearce               Skadden, Arps, Slate, Meagher & Flom
     Aronsohn & Berman                  300 South Grand Avenue
1290 Avenue of the Americas             Los Angeles, California  90071
New York, New York  10104               Attention:  Michael A. Woronoff, Esq.
Attention:  Stuart A. Gordon, Esq.
            Eric I Cohen, Esq.


Approximate date of commencement of proposed sale to public: From time to  time
after the effective date of this Registration Statement.

If any of the securities being registered on this form are to be  offered on  a
delayed or continuous basis pursuant to Rule 415  under the  Securities Act  of
1993, check the following box:  x

                        CALCULATION OF REGISTRATION FEE

                                         Proposed      Proposed
                                         Maximum       Maximum
Title of Each Class of       Amount      Offering      Aggregate   Amount of
Securities to be             to be       Price         Offering    Registration
Registered                   Registered  per Share(1)  Price (1)   Fee

Common Stock Purchase        1,300,000   --(2)         --(2)       --(2)
Warrants

Common Stock, par value      3,900,000   $8.25         $32,175,000 $11,094.83
$.01 (3)

  (1)Estimated solely for purposes of calculation of the registration fee.
Pursuant to Rule 457(c), the offering price and registration  fee are  computed
on the basis of the average of the high and low prices of the  Common Stock  on
the New York Stock Exchange on February 10, 1994.

  (2)Pursuant to Rule 457(g), no separate registration fee is required for the
Common Stock Purchase Warrants when the Common Stock  offered pursuant  thereto
is being registered for distribution in the same registration statement.

  (3)Represents shares of Common Stock which may be purchased upon exercise of
the Common Stock Purchase Warrants.  Pursuant to Rule 416, there are also being
registered such additional shares  of Common  Stock which  may become  issuable
pursuant to the anti-dilution provisions of such Warrants.

     The Registrant hereby amends this Registration Statement on  such date  or
dates as may be  necessary to  delay its  effective date  until the  Registrant
shall file a further amendment which specifically states that this Registration
Statement shall thereafter become effective in accordance with Section 8(a)  of
the Securities Act of 1933  or until  the Registration  Statement shall  become
effective on such date as the Commission, acting pursuant to said Section 8(a),
may determine.


                               TEREX CORPORATION
                             Cross Reference Sheet
               Pursuant to Item 501(b) of Regulation S-K Showing
      Location in Prospectus of Information Required by Items in Form S-1

1.   Forepart of Registration
   Statement and Outside Front
   Cover Page of Prospectus             Outside Front Cover Page of
                                         the Prospectus

2.   Inside Front and Outside Back
   Cover Pages of Prospectus            Inside Front and Outside Back
                                         Cover Pages of the
                                         Prospectus, Additional
                                         Information

3.   Summary Information/Risk Factors/
   Ratio of Earnings to Fixed
   Charges                              Prospectus Summary/Investment
                                         Considerations/Not Applicable

4.   Use of Proceeds                    Use of Proceeds

5.   Determination of Offering Price    Plan of Distribution

6.   Dilution                           Not Applicable

7.   Selling Security Holders           Selling Security Holders

8.   Plan of Distribution               Outside Front Cover Page of
                                         the Prospectus; Plan of
                                         Distribution

9.   Description of Securities to
   Be Registered                        Description of Securities

10.  Interests of Named Experts
      and Counsel                       Legal Matters; Auditors

11.  Information with Respect to
      the Registrant                    Outside Front Cover Page of
                                         the Prospectus; Prospectus
                                         Summary; The Company;
                                         Investment Considerations;
                                         Market for Common Stock and
                                         Dividend Policy;
                                         Capitalization; Selected
                                         Consolidated Financial Information;
                                         Management's Discussion and
                                         Analysis of Financial
                                         Condition and Results of
                                         Operations; Business;
                                         Principal Stockholders;
                                         Management; Certain
                                         Transactions; Description of
                                         Securities

12.  Disclosure of Commission
      Position on Indemnification
      for Securities Act Liabilities    Not Applicable


INFORMATION  CONTAINED  HEREIN  IS  SUBJECT  TO  COMPLETION  OR  AMENDMENT.   A
REGISTRATION STATEMENT RELATING TO  THESE SECURITIES  HAS BEEN  FILED WITH  THE
SECURITIES AND EXCHANGE COMMISSION.  THESE SECURITIES MAY NOT BE  SOLD NOR  MAY
OFFERS TO BUY BE ACCEPTED PRIOR TO THE TIME THE REGISTRATION STATEMENT  BECOMES
EFFECTIVE.    THIS PROSPECTUS  SHALL NOT  CONSTITUTE AN  OFFER TO  SELL OR  THE
SOLICITATION OF AN OFFER TO BUY NOR SHALL THERE BE ANY SALE OF THESE SECURITIES
IN ANY STATE IN WHICH SUCH OFFER, SOLICITATION OR SALE WOULD BE UNLAWFUL  PRIOR
TO REGISTRATION OR QUALIFICATION UNDER THE SECURITIES LAWS OF ANY SUCH STATE.


                             SUBJECT TO COMPLETION
                PRELIMINARY PROSPECTUS DATED FEBRUARY 16, 1994
                              1,300,000 Warrants
                               3,900,000 Shares
                               TEREX CORPORATION
                Common Stock Purchase Warrants and Common Stock

This  Prospectus  relates to  the registration  of (i)  1,300,000 common  stock
purchase warrants (the "Warrants") exercisable for shares of common stock,  par
value $.01 per share (the "Common Stock"), of Terex Corporation (the "Company")
and (ii) the shares of Common Stock issuable upon exercise or redemption of the
Warrants (the "Warrant  Shares").   The Warrants  were issued  by the  Company,
together with 1,200,000 shares of the Company's Series A Cumulative  Redeemable
Convertible Preferred Stock, par value $.01 per share (the "Preferred  Stock"),
in a private placement effected on December 20, 1993.  All of the Warrants  and
Warrant Shares are  being registered  for resale  by the  holders thereof  (the
"Selling Security Holders") and the Warrant  Shares are  also being  registered
for their issuance to the Selling Security Holders upon their  exercise of  the
Warrants.  See "Selling Security Holders."  The Company will not receive any of
the proceeds from the resale by the Selling Security Holders of the Warrants or
the Warrant Shares.   The Company  will receive  proceeds of  $.01 per  Warrant
Share issued upon exercise of the Warrants.

The  Warrants  are  not exercisable  for Warrant  Shares until  the opening  of
business  on  the  day  following  the date  designated as  the "Warrant  Ratio
Determination Date" by the Board of Directors of the Company, which date  shall
be a trading day during the 12 month period beginning on December 20, 1993  or,
if no such date is designated, the last day of such 12 month period;  provided,
that  if  the  Board  of  Directors  has  not  yet designated  a Warrant  Ratio
Determination Date and the Current Market Price (as defined under  "Description
of Securities--Warrants") of the Common Stock on any date during such 12  month
period equals or exceeds $18.00, the "Warrant Ratio Determination Date" will be
such date.  

Following the Warrant Ratio Determination Date and  until 5:00  p.m., New  York
time, on December 31, 2000 (unless earlier redeemed), each Warrant will entitle
the holder to purchase, at an exercise price  of $.01  per share,  a number  of
Warrant Shares (the "Warrant Ratio") equal  to (a)  3.0 Warrant  Shares if  the
Current  Market  Price  of  a  share  of  Common  Stock  on  the Warrant  Ratio
Determination Date  is $5.00  or less,  (b) a  number of  Warrant Shares  which
decreases from 3.0 shares to 1.0 share with the increase in such Current Market
Price from $5.00 to $18.00, if such Current Market Price is greater than  $5.00
but less than $18.00, and (c) 1.0 Warrant Share if such Current Market Price is
$18.00 or more.  The Warrant Ratio is subject to increase  upon the  occurrence
of certain  events  relating  to  the  Company's  obligation  to  effect   the
registration of the Warrants and the Warrant Shares.  The Company has  reserved
3,900,000 shares of Common Stock for issuance  upon exercise  of the  Warrants,
being the maximum number of shares that  will initially  be issuable  following
the  Warrant  Ratio   Determination  Date.     Following   the  Warrant   Ratio
Determination  Date,  the  Warrant  Ratio  is  subject to  adjustment upon  the
occurrence  of  certain dilutive  events.   See "Description  of Securities  --
Warrants."

The Warrants may be redeemed by the Company in whole, but not in  part, at  any
time on or after the Warrant Ratio Determination Date, for a number of  Warrant
Shares equal to the Warrant Ratio on the date of  redemption, if,  concurrently
with  such  redemption,  the  Company redeems  all then  outstanding shares  of
Preferred Stock.

The Common Stock is listed on the New York  Stock Exchange  (the "NYSE")  under
the trading symbol  "TEX."   On February  10, 1994,  the closing  price of  the
Common Stock on the NYSE was $8.25 per share.  See "Market for Common Stock and
Dividend Policy."  The Warrant Shares  have been  approved for  listing on  the
NYSE, subject to issuance.

Prior to this offering, there has been no public market for the Warrants.   The
Company does not intend to list the Warrants on any securities  exchange or  to
seek approval for quotation  of the  Warrants through  any automated  quotation
system.  There can be no assurance that an active market for the Warrants  will
develop.

The Selling Security Holders directly, through agents designated  from time  to
time, or through dealers or underwriters also to  be designated,  may sell  the
Warrants and Warrant Shares from time to time on terms to be determined at  the
time of sale through customary brokerage channels  or private  sales at  market
prices then prevailing or at negotiated prices then obtainable.  To the  extent
required, the specific Warrants  or Warrant  Shares to  be sold,  names of  the
selling security holders, purchase price, public offering price,  the names  of
any 
                                                       (continued on next page)

   THESE SECURITIES HAVE NOT BEEN APPROVED OR DISAPPROVED BY THE SECURITIES 
        AND EXCHANGE COMMISSION OR ANY STATE SECURITIES COMMISSION NOR 
            HAS THE SECURITIES AND EXCHANGE COMMISSION OR ANY STATE
               SECURITIES COMMISSION PASSED UPON THE ACCURACY OR
               ADEQUACY OF THIS PROSPECTUS.  ANY REPRESENTATION
                    TO THE CONTRARY IS A CRIMINAL OFFENSE.

                 The date of this Prospectus is _______, 1994.
- -------------------------------------------------------------------------------
                                      
such agent, dealer or underwriter, amount of expenses of the  offering and  any
applicable commission or discount with respect to  a particular  offer will  be
set  forth  in  an accompanying  Prospectus Supplement.   Each  of the  Selling
Security  Holders reserves  the sole  right to  accept and,  together with  its
agents from time to time, to reject in whole or in part  any proposed  purchase
of Warrants or Warrant Shares to be made directly or through agents.
See "Plan of Distribution" for indemnification arrangements  among the  Company
and the Selling Security Holders.

For a discussion of certain matters which should be  considered by  prospective
investors, see "Investment Considerations."

                             AVAILABLE INFORMATION

The Company  is subject  to the  informational requirements  of the  Securities
Exchange  Act  of  1934, as  amended (the  "Exchange Act"),  and in  accordance
therewith is required to file reports, proxy statements  and other  information
with the Securities and Exchange Commission (the "Commission").  Such  reports,
proxy  statements and  other information  can be  inspected and  copied at  the
public reference facilities maintained by the Commission at its offices at Room
1024, Judiciary Plaza, 450 Fifth Street, N.W.,  Washington, D.C.  20549 and  at
the regional offices of the  Commission located  at Seven  World Trade  Center,
13th Floor, New York, New York  10048 and  at Northwestern  Atrium Center,  500
West Madison Street, 14th Floor, Chicago, Illinois 60661-2511.  Copies of  such
materials can be obtained  by mail  from the  Public Reference  Section of  the
Commission at Judiciary Plaza, 450 Fifth Street, N.W., Washington, D.C.  20549,
at prescribed rates.

The Common Stock is listed on the NYSE and reports, proxy statements and  other
information concerning the Company may also be inspected at the NYSE.
The Company has filed with the Commission a Registration Statement on Form  S-1
under  the  Securities  Act with  respect to  the Warrants  and Warrant  Shares
offered hereby.  The Prospectus, which constitutes a part  of the  Registration
Statement,  does  not  contain  all  of  the  information  set  forth  in   the
Registration Statement and the exhibits and schedules thereto, as permitted  by
the rules and  regulations of  the Commission.   For  further information  with
respect to the  Company and  the Warrants  and Warrant  Shares offered  hereby,
reference is made to the Registration Statement, including the exhibits thereto
and the financial  statements, notes  and schedules  filed as  a part  thereof,
which may be inspected and copied  at the  public reference  facilities of  the
Commission referred to above.  Statements contained  in this  Prospectus as  to
the contents of any contract or other  document are  not necessarily  complete,
and in each instance reference is made to  the full  text of  such contract  or
document filed as an exhibit to the Registration Statement, each such statement
being qualified in all respects by such reference.

The  Company  furnishes  stockholders  with annual  reports containing  audited
financial statements.  The Company also furnishes its  stockholders with  proxy
material for its annual meetings complying with the proxy  requirements of  the
Exchange Act.

                              PROSPECTUS SUMMARY

The following summary is qualified in its entirety by,  and should  be read  in
conjunction with, the more detailed  information and  financial statements  and
notes  thereto  appearing  elsewhere  in  this  Prospectus.   Investors  should
carefully  consider the  information set  forth under  the caption  "Investment
Considerations."

The Company

Terex Corporation ("Terex" or the "Company") is  a global  provider of  capital
goods and equipment used in  the mining,  commercial building,  infrastructure,
manufacturing  and  construction  industries.    Through  the  Company's  Heavy
Equipment Segment, the Company  designs, manufactures  and markets  heavy-duty,
off-highway, earthmoving, construction, lifting, material  handling and  aerial
lift  equipment  and related  components and  replacement parts.   Through  its
Material Handling Segment, the Company is engaged  in designing,  manufacturing
and marketing a complete line of internal combustion ("IC")  and electric  lift
trucks, electric walkies, automated pallet trucks, industrial tow tractors  and
related components and replacement parts.  Terex also owns an approximate 22.6%
equity  interest  in  Fruehauf  Trailer  Corporation  ("Fruehauf").    Fruehauf
designs, manufactures and markets truck trailers, making a wide  range of  van,
refrigerated, platform, tank, dump trailer and other models, and related  parts
and accessories.  See "The Company" and "Business."

The Offering

On December 20,  1993 (the  "Issue Date"),  the Company  completed the  private
placement  of (i)  1,300,000 common  stock purchase  warrants (the  "Warrants")
exercisable for shares of common stock, par value $.01 per  share (the  "Common
Stock"), of the Company and (ii)  1,200,000 shares  of the  Company's Series  A
Cumulative Redeemable Convertible Preferred Stock (the  "Preferred Stock"),  to
institutional investors for aggregate gross proceeds  to the  Company of  $30.2
million.  Jefferies & Company, Inc. ("Jefferies") was the  placement agent  for
the  sale  of  the  Warrants and  Preferred Stock.   The  Warrants were  issued
pursuant to the terms of a Warrant Agreement dated as of December 20, 1993 (the
"Warrant Agreement") between the Company and Mellon  Securities Trust  Company,
as Warrant Agent (the "Warrant Agent").

In connection with the sale of the Warrants, the Company and the purchasers  of
the Warrants entered into a Registration Rights Agreement dated as of  December
20, 1993 (the "Warrant Registration Rights Agreement") relating to the Warrants
and the shares of  Common Stock  issuable upon  exercise or  redemption of  the
Warrants  (the  "Warrant  Shares").    Pursuant  to  the terms  of the  Warrant
Registration  Rights Agreement,  the Company  agreed to  file the  Registration
Statement of which this Prospectus forms a part and is required to maintain the
effectiveness of this Registration Statement  until all  Warrants and  Warrants
Shares have been sold pursuant to an effective registration  statement or  Rule
144 under the Securities Act.

Summary of Terms of the Warrants

Issuer                        Terex Corporation.
Issue                         Common Stock Purchase Warrants exercisable for
                              shares of Common Stock.  The  number of  Warrant
                              Shares   for   which   each   Warrant  will   be
                              exercisable  (the  "Warrant   Ratio")  will   be
                              determined as of the Warrant Ratio Determination
                              Date, as described below.
Aggregate Number of Warrants  1,300,000.
Expiration Date               The Warrants will expire at 5:00 p.m. New York
                              time  on  December  31,  2000  (unless   earlier
                              redeemed).
Optional Redemption           The Warrants will be redeemable upon not less
                              than  30  days  prior  written  notice  by   the
                              Company, in whole but not in part,  at any  time
                              on or after the Warrant Ratio Determination Date
                              (as described below); provided, that the Company
                              concurrently redeems all then outstanding shares
                              of  Preferred  Stock.    Each  Warrant  will  be
                              redeemable for a number of Warrant Shares  equal
                              to the Warrant Ratio on the date of redemption.
Warrant Ratio                 Each Warrant entitles the holder thereof to
                              purchase a number of Warrant Shares initially as
                              determined  below.   If for  the 30  consecutive
                              trading  days  ending  on   the  Warrant   Ratio
                              Determination Date, the  average closing  market
                              price per share of Common Stock is:
                              (i)  $5.00 per share or lower, each Warrant will
                              be exercisable for 3.0 Warrant Shares;
                              (ii)  between $5.00 and $18.00 per share, each
                              Warrant  will  be  exercisable for  a number  of
                              Warrant Shares which decreases  from 3.0  shares
                              to 1.0 share with the increase  in such  average
                              per  share closing  market price  from $5.00  to
                              $18.00; or
                              (iii)  $18.00 per share or greater, each Warrant
                              will be exercisable for 1.0 Warrant Share.
                              The Company shall give the holders of Warrants
                              written notice of the Warrant Ratio on or  prior
                              to  the  fifth  day  after  the  Warrant   Ratio
                              Determination  Date.    The  Warrant  Ratio   is
                              subject  to  increase  upon  the  occurrence  of
                              certain   events  relating   to  the   Company's
                              obligation  to  effect the  registration of  the
                              Warrants and the Warrant Shares.  Following  the
                              Warrant  Ratio Determination  Date, the  Warrant
                              Ratio  is   subject  to   adjustment  upon   the
                              occurrence of certain dilutive events.
Exercise Price                $.01 per Warrant Share purchased upon the
                              exercise of the Warrants.
Warrant Ratio 
Determination Date            A date designated by the Board of Directors of
                              the Company, which date shall be  a trading  day
                              during  the  12  month period  beginning on  the
                              Issue Date or, if  no such  date is  designated,
                              the last day of such 12 month period;  provided,
                              that  if  the  Board  of Directors  has not  yet
                              designated  a Warrant  Ratio Determination  Date
                              and  the  average  closing price  of the  Common
                              Stock equals or exceeds $18.00 per share for any
                              30 consecutive trading days during such 12 month
                              period,  the  Warrant  Ratio Determination  Date
                              will be the last such trading day.  The Warrants
                              will not be exercisable for Warrant Shares prior
                              to the Warrant  Ratio Determination  Date.   The
                              Company  will  give  the  holders  of   Warrants
                              written    notice   of    the   Warrant    Ratio
                              Determination  Date  on  or  prior  to the  25th
                              trading   day   before    the   Warrant    Ratio
                              Determination Date. 

Investment Considerations
See "Investment Considerations" for a discussion of certain factors that should
be considered in connection with an investment in the Warrants and the  Warrant
Shares.

                      SUMMARY CONSOLIDATED FINANCIAL DATA
                    (in thousands except per share amounts)

The following summary consolidated financial data is derived from the  Selected
Consolidated Financial  Information appearing  elsewhere in  this Prospectus.  
Certain prior year financial information has been  adjusted to  conform to  the
1992  classification  and  restated  as  further   discussed  in   Note  B   --
"Restatements" to the Consolidated Financial Statements for December 31, 1992. 
As explained in Note B of the Notes  to Consolidated  Financial Statements  for
December 31, 1992 and Note F of the Notes to  Condensed Consolidated  Financial
Statements for September 30, 1993, the financial  statements and,  accordingly,
the summary financial information presented herein, are presented giving effect
to the deconsolidation of Fruehauf as of January 1, 1992:

                   Nine Months
                      Ended        As of and for the Year Ended December 31,
                  September 30,
                       1993       1992      1991      1990      1989      1988

Summary of Operations (1)
  Net Sales         $519,510  $523,355   $784,194$1,023,178   $790,903 $343,721
  Income (loss)
   from
   operations       (18,369)   (4,125)   (36,200)    44,386     39,397   21,994
  Net income (loss) (45,095)  (57,175)  (29,786)      6,053     17,772   13,418
  Net income (loss)
   per share (2)      (4.53)    (5.75)     (3.00)      0.61      1.82     1.20
Ratio of earnings
 to fixed
 charges (3)          (4)       (4)        (4)         1.1x      1.4x      2.0x
Total Assets        $402,576  $477,356   $617,203  $745,065   $833,338 $287,864
Capitalization (5)
  Long-term debt
   and notes
   payable,
   including
   current
   maturities      $ 229,115  $217,605   $216,085  $305,858   $309,796 $109,858
  Stockholders'
   investment       (57,868)   (6,168)     59,881   101,257     80,248   66,912
  Book value
   per share (2)    $ (5.81)   $(0.62)     $6.03     $10.24     $8.24     $6.89
  Dividends per
   share  (2)            ---       ---     $0.06      $0.05     $0.04       ---

(1)  The  Selected Financial Data  includes the  results of  operations of  the
businesses acquired from  the date  of their  respective acquisitions.   See  a
further discussion of acquisitions in Note C --  "Acquisitions" and  Note D  --
"Investment in  Fruehauf Trailer  Corporation"   in the  Notes to  Consolidated
Financial Statements for December 31, 1992. 
(2)  The net income (loss) per share, book value  per share  and dividends  per
share for all  periods shown  above reflect  the May  1990 five-for-four  stock
split.
(3)    For purposes  of determining  the ratio  of earnings  to fixed  charges,
earnings are defined as income from continuing operations before income  taxes,
minority  interest,  extraordinary  items  and  fixed charges.   Fixed  charges
consist of interest on indebtedness, amortization  of debt  issuance costs  and
rental expense representative of the interest factor.
(4)  The ratio of earnings to fixed charges is less than 1.0 for these periods.
 The deficiency amounts are $44,225  for the  nine months  ended September  30,
1993, $22,130 for 1992 and $50,890 for 1991.
(5)    See  "The Company  -- Recent  Developments" and  "Capitalization" for  a
description of the Preferred Stock  and Warrants  issued in  December 1993  and
presentation of resulting pro forma capitalization.

                           INVESTMENT CONSIDERATIONS

In addition to other matters described in this Prospectus, the following should
be carefully considered in connection with an  investment in  the Warrants  and
the Warrant Shares:

Continued Losses From Operations and Uncertainties

In their report dated April 14, 1993 on the Company's 1992 financial statements
(set forth on page F-3), the Company's independent accountants indicated in  an
explanatory  paragraph that  there are  matters which  raise substantial  doubt
about the Company's ability to continue as a going  concern.   The Company  has
suffered recurring and significant losses from operations, which have continued
during 1993.  The Company has also experienced cash flow difficulties and has a
net capital deficiency.  On a consolidated  basis, the  Company experienced  an
operating loss of approximately $4.1 million and  a net  loss of  approximately
$57.2 million (approximately $22.1 million, excluding the  Company's equity  in
the  net  losses  of Fruehauf)  for the  year ended  December 31,  1992 and  an
operating loss of approximately $18.4 million and a net  loss of  approximately
$45.1 million for the nine months ended September 30, 1993.  See  "Management's
Discussion and Analysis of Financial Condition and Results of Operations."

High Leverage, Substantial Payment Obligations
and Compliance with Restrictions Imposed by Lenders

The Company is highly leveraged.  As  of September  30, 1993,  the Company  had
approximately $229.1 million of debt and negative stockholders' equity of $57.9
million.    The  Company has  outstanding Senior  Secured Notes  due 1996  (the
"Secured Notes") in  the aggregate  principal amount  of $160.0  million as  of
September 30, 1993 and Senior Subordinated  Notes due  1997 (the  "Subordinated
Notes";  together  with  the  Secured  Notes,  the  "Notes")  in the  aggregate
principal amount of approximately $33.3 million as of September 30, 1993.   The
Company  also  has outstanding  as of  September 30,  1993 approximately  $18.7
million under a permanent lending facility of up to $20  million (the  "Lending
Facility")   provided  by   Foothill  Capital   Corporation  ("Foothill")   and
approximately $6.1 million in acquisition debt due July 1994.  

This substantial  leverage has  several important  consequences, including  the
following: (i) the ability of the Company to obtain additional financing in the
future may be impaired,  (ii) the  significant interest  expense and  principal
repayment obligations will require a substantial amount of  the Company's  cash
flow to be expended on debt service (in  1994, approximately  $27.6 million  of
interest on the Secured Notes, the Subordinated Notes and the Lending  Facility
(of which  approximately $12.9  million has  been paid  as of  February 1)  and
approximately  $14.4  million  for  a  required  sinking  fund  payment on  the
Subordinated Notes and  the maturity  of the  acquisition debt)  and (iii)  the
Company's  ability  to  withstand  competitive   pressures,  adverse   economic
conditions   and   adverse  changes   in  governmental   regulation,  to   make
acquisitions, and to take advantage of significant business opportunities  that
may arise, may be negatively impacted.

The  instruments  governing  the  Company's  indebtedness contain  a number  of
restrictive covenants, including covenants limiting the incurrence of debt  and
sales of assets and requiring the Company to maintain certain financial  ratios
and specified levels of net worth.  Adverse operating results,  whether in  the
near  future or  thereafter, could  cause non-compliance  with the  instruments
governing the Company's indebtedness.

As of July 31, 1993, the Company was not in  compliance with  the tangible  net
worth covenant under the Lending Facility.  Following the closing on August 20,
1993  of  Fruehauf's  restructuring  and  financing  transactions described  in
"Business -- Fruehauf Trailer Corporation," Foothill agreed that the  Company's
noncompliance with the tangible net worth covenant under  the Lending  Facility
is no longer continuing.  Foothill also waived the noncompliance.  The  Company
believes,  based  on  management's  current  estimates,  that  it  will  be  in
compliance  with such  covenant over  the next  12 months.   See  "Management's
Discussion and Analysis of Financial Condition and Results of Operations."

The  indentures  governing  the  Notes require,  among other  things, that  the
Company maintain certain levels of tangible net worth  ("Net Worth  Covenants")
and collateral ("Collateral Covenant").  In the  event that  the Company's  net
worth is not in excess of the amount required under the Net Worth Covenants for
any two consecutive quarters, the Company must offer to repurchase, at par plus
accrued interest, 20% of the outstanding principal amount of the Notes.  In the
event the Company is not in compliance with the Collateral Covenant at the  end
of any calendar quarter,  the Company  must offer  to repurchase,  at par  plus
accrued interest, $16.0 million principal amount of the Secured  Notes or  such
greater amount as would be necessary to bring the Company into compliance  with
the Collateral Covenant.  As of September 30, 1993, the Company's tangible  net
worth as defined in the Notes indentures was less than the $15 million  minimum
set forth  in the  indentures.   Management believes  that the  Company was  in
compliance with the Net Worth Covenants and Collateral Covenant at December 31,
1993.  If the Company continues to sustain losses from operations,  it may  not
be in compliance with the Net Worth Covenants in the future.    If any offer to
repurchase Notes were required to be made, it is likely that the Company  would
require additional funding  to complete  the offer,  and if  such funding  were
unavailable to it, the Company would be unable to comply with the terms of  the
Notes and the maturity of the  Notes may  be accelerated.   Such  circumstances
would result in a  material adverse  impact on  the Company  and its  financial
position.  See "Management's Discussion and Analysis of Financial Condition and
Results of Operations."

On December 20, 1993, the Company completed the private placement of  1,200,000
shares of the Preferred Stock and 1,300,000 Warrants for aggregate net proceeds
to the Company of $27.2 million.  See "The  Company --  Recent Developments."  
The  proceeds  of such  private placement  are being  used by  the Company  for
additional working capital.   In addition,  in December  1993, Terex  Equipment
Limited ("TEL"), a subsidiary of the Company located in Scotland, entered  into
a  pd28  million  ($42  million) credit  facility with  Standard Chartered  Bank
providing  for a  credit facility  and foreign  exchange and  bonding lines  of
credit.    The  Company  is also  generating cash  through the  sale of  excess
inventory  in   the  Heavy   Equipment  Segment,   deferring  certain   capital
expenditures,  selling  certain  real estate  and other  assets and  continuing
corporate wide cost containment efforts.  Management believes that the  Lending
Facility together with these additional financings, new equity  and other  cash
generating activities, will allow  the Company  to meet  its operating  payment
obligations on a timely basis.  See  "Management's Discussion  and Analysis  of
Financial  Condition  and  Results  of  Operations  --  Liquidity  and  Capital
Resources."

Uncertainty as to Warrant Ratio 

The Warrants  are not  exercisable until  the opening  of business  on the  day
following the Warrant Ratio Determination Date.  Under the terms of the Warrant
Agreement, the designation of the Warrant Ratio  Determination Date  is in  the
discretion of the Board of Directors of the  Company, provided  that such  date
must occur on or before December 20, 1994 and that such date will occur earlier
if the Current Market Price per share of Common Stock equals or exceeds  $18.00
before such date.  Until the occurrence  of such  date, the  number of  Warrant
Shares issuable upon exercise of a Warrant, and the value of the Warrants  when
they first become exercisable, are not determinable.
Absence of Public Market

As of January 19,  1994, there  were 21  holders of  the Warrants.   There  has
previously been no public market for the Warrants.  The Company does not intend
to  list  the  Warrants  on any  securities exchange  or to  seek approval  for
quotation through any automated quotation system.   There can  be no  assurance
that an active market for the Warrants will develop.  In addition, resales of a
substantial percentage of the outstanding Warrants could constrain the  ability
of any market maker to develop or maintain a market for the Warrants.   To  the
extent that a market for the Warrants  does develop,  the market  value of  the
Warrants  will  depend  on  the  price of  the Common  Stock, general  economic
conditions, the Company's financial condition and other conditions  and may  be
subject to substantial price volatility.  

Future Sales of Common Stock; Control

The Company is unable to predict the effect, if any, that any  future sales  of
Common Stock, including the shares of Common Stock covered hereby, will have on
the market price of the Common Stock and, therefore, the value of the Warrants,
prevailing from time to time.

As of the date of this Prospectus, Randolph W.  Lenz is  the beneficial  owner,
directly and indirectly, of approximately 49.1% of the outstanding Common Stock
of the Company.   Mr.  Lenz currently  pledges, and  intends to  pledge in  the
future,  shares  of  Common Stock  owned by  him as  collateral for  loans.   A
registration statement has been filed with the Commission with  respect to  all
of the shares of Common Stock  directly owned  by Mr.  Lenz, and  Mr. Lenz  has
advised the Company that such registration is for the  purpose of  facilitating
financing by Mr. Lenz through the pledge of his shares  of Common  Stock.   See
"Principal Stockholders."  If Mr. Lenz does not pay  such loans  when due,  the
pledgee may have the right to sell the shares of Common Stock pledged to it  in
satisfaction of Mr. Lenz's obligations.   The sale  or other  disposition of  a
substantial amount of such shares of Common Stock  in the  public market  could
adversely  affect  the  prevailing  market  price  for  the  Common Stock  and,
therefore, the value of the Warrants.  In addition, the sale  of a  substantial
amount of such pledged shares of Common Stock by a  pledgee could  result in  a
change of control of the Company under the  indentures relating  to the  Notes,
requiring the Company to offer  to repurchase  certain of  these securities  as
provided for in their respective indentures. 

Pursuant to the terms of  a Registration  Rights Agreement  dated December  20,
1993 relating to the Preferred Stock (the "Preferred Stock Registration  Rights
Agreement"), the Company agreed to file a shelf registration statement covering
the outstanding shares of Preferred Stock and  the 2,700,000  shares of  Common
Stock which may be issuable upon conversion of the Preferred Stock.   The  sale
or other disposition of a substantial number of such shares of Common Stock  in
the public market could adversely affect the  prevailing market  price for  the
Common Stock and, therefore, the value of the Warrants.

Dividend Policy

Contractual  restrictions  exist  which  limit  the  Company's  ability to  pay
dividends on its capital stock.  The terms of  the Preferred  Stock also  limit
the Company's ability to pay cash dividends on any  class of  capital stock  of
the  Company  junior  to  or  on  a  parity  with  the  Preferred  Stock.   See
"Description of Securities -- Preferred Stock."  The Company does  not plan  on
paying dividends on the Common Stock in the foreseeable future.   In  addition,
under Delaware law the Company's ability  to pay  dividends is  subject to  the
statutory limitation that such payment be either (i)  out of  its surplus  (the
excess of its net assets over  its total  liabilities plus  stated capital)  or
(ii) in the event that there is  no surplus,  out of  its net  profits for  the
fiscal year in which the dividend is declared and/or the preceding fiscal year.
 See "Market for Common Stock and Dividend Policy."

Industry Cyclicality

The Company's Heavy Equipment and Material Handling  Segments have  experienced
declines  in  sales  which are  in part  attributable to  the overall  economic
slowdown and weakness of industry demand faced both domestically  and abroad.  
Sales of products manufactured  by the  Heavy Equipment  and Material  Handling
Segments have historically been subject to substantial cyclical variation based
on  general  economic  conditions.    See   "Selected  Consolidated   Financial
Information" and "Management's Discussion and Analysis  of Financial  Condition
and Results of Operations."

Environmental and Related Matters

The Company's production facilities and operations are subject to a variety  of
federal, state, local and foreign environmental, health and job safety laws and
regulations.  The Company believes that reserves and  planned expenditures  are
adequate to meet  potential liabilities  and costs  in the  next several  years
attributable to applicable environmental, health and job safety requirements.  
Environmental liabilities (especially those relating to discontinued production
or waste disposal practices) are very difficult to quantify, and it is possible
that  litigation  or regulatory  action may  require significant  unanticipated
expenditures or otherwise adversely affect  the Company.   The  Company is  not
aware of any conditions or  circumstances that,  under applicable  governmental
environmental,  health  or  safety  regulations or  requirements, will  require
expenditures by the Company  which management  believes would  have a  material
adverse  effect  on  its  businesses.     The  Company   may  have   contingent
responsibility for certain environmental  liabilities of  Fruehauf if  Fruehauf
fails to discharge its obligation, to the  extent that  such liabilities  arose
during the time period during which Terex  was the  controlling stockholder  of
Fruehauf.    The  Company  believes that  Fruehauf's significant  environmental
liabilities  predate  Terex's  acquisition  of  Fruehauf,  and  therefore   any
contingent responsibility of the Company  is not  expected to  have a  material
adverse effect on the Company.  See "Business -- Environmental Considerations."

THE COMPANY

Terex is a global provider of capital goods and equipment used  in the  mining,
commercial building, infrastructure, manufacturing and construction industries.
  Through  the  Company's  Heavy  Equipment  Segment,   the  Company   designs,
manufactures and  markets heavy-duty,  off-highway, earthmoving,  construction,
lifting, material handling and aerial lift equipment and related components and
replacement  parts.   Through  its Material  Handling Segment,  the Company  is
engaged in designing, manufacturing and marketing a complete  line of  internal
combustion and electric lift trucks, electric walkies, automated pallet trucks,
industrial tow tractors and related components  and replacement  parts.   Terex
also owns an approximate 22.6% equity interest in Fruehauf.  Fruehauf  designs,
manufactures  and  markets  truck  trailers,  making  a  wide  range  of   van,
refrigerated, platform, tank, dump trailer and other models, and related  parts
and  accessories.    Fruehauf recently  restructured its  debt obligations  and
completed new financings.  See "Business -- Fruehauf Trailer Corporation."

The Company has grown through acquisitions and has had considerable  experience
in restructuring and operating capital goods manufacturers, particularly in the
off-road truck and construction and industrial equipment industries.  Following
an acquisition, in order to  improve profitability,  the Company  traditionally
(i)  consolidates  manufacturing   operations,  (ii)   adjusts  new   equipment
production capacity to  meet the  actual level  of demand  in the  marketplace,
(iii)  reduces  corporate  overhead  and (iv)  emphasizes that  portion of  the
business that yields the highest  margins, particularly  the replacement  parts
business.  More specifically, this strategy involves elimination of  marginally
profitable or unprofitable product lines, closing underutilized and inefficient
plants, liquidating excess inventories and substantially reducing personnel.

The Company's management has made nine acquisitions since 1983.  The  following
table lists these acquisitions and their respective product lines:

                              Date of
Business                      Acquisition         Current Product Lines

Northwest Engineering         November 1983       Draglines, cranes and
 Company                                           replacement parts

BCP Construction Products     March 1985          DYNAHOE backhoe/loader and
 Division                                          replacement parts for 
                                                   Bucyrus-Erie machines

Terex Division                December 1986       Haulers, scrapers, loaders,
                                                   crawlers and replacement
                                                   parts

Koehring Cranes & Excavators  January 1987        Cranes, excavators, and
 Division                                          replacement parts

Terex Equipment Limited       June 1987           Haulers, scrapers, loaders,
                                                   crawlers and replacement
                                                   parts

Unit Rig Division             July 1988           Large haulers and loaders and
                                                   replacement parts

Fruehauf Trailer Corporation  July 1989           Truck trailers and related
                                                   parts and services

Mark Industries, Inc.         December 1991       Aerial lift equipment and
                                                   replacement parts

Clark Material Handling       July 1992           Internal combustion and
 Company and certain                               electric lift trucks and
 affiliated entities                               replacement parts


Each  of  these  businesses  possesses  three  key  attributes that  management
believes  enhance  the  Company's  ability  to  improve  its   cash  flow   and
profitability:  (i) a long operating history and, thus, a significant number of
units currently in the field that require replacement  parts; (ii)  significant
brand  name recognition  in the  industry and  a well-established  distribution
network, principally through dealers, within its specialty  markets; and  (iii)
new machine manufacturing capabilities which can be, if appropriate, adapted to
serve specialty, higher margin markets involving products  designed to  address
specific user needs and manufactured in low to medium production volumes.

The principal executive offices of the  Company are  located at  500 Post  Road
East, Westport, Connecticut 06880 and its telephone number is (203) 222-7008.

Recent Developments

The Company has continued to incur operating losses subsequent to September 30,
1993.

On  December  20,  1993, the  Company completed  the private  placement of  the
Warrants and the Preferred Stock to institutional investors  for aggregate  net
proceeds  to  the  Company  of $27.2  million.   The proceeds  of such  private
placement  are  being  used by  the Company  for additional  working capital.  
Jefferies was the placement agent for the sale of the Preferred  Stock and  the
Warrants.  In connection with the sale of the Warrants and the Preferred Stock,
the Company and the purchasers of the Warrants and the Preferred Stock  entered
into  the  Warrant  Registration  Rights  Agreement  and  the  Preferred  Stock
Registration Rights Agreement.  See "Description of Securities -- Warrants" and
"-- Preferred Stock."

In December 1993, the Company repurchased in the open market  Secured Notes  in
the aggregate principal amount of $5.0 million for approximately $4.5  million,
including accrued interest, and the Company had such Secured Notes cancelled as
of December 31, 1993.

In December 1993, the  Company sold  1,000,000 shares  of the  common stock  of
Fruehauf in two separate transactions, which reduced  the Company's  percentage
ownership interest in Fruehauf to approximately 22.6%,  for aggregate  proceeds
to the Company of approximately $3.0 million.  The Company intends  to make  an
offer to purchase approximately $3.0 million  of outstanding  Secured Notes  in
the second quarter  of 1994  pursuant to  the terms  of the  indenture for  the
Secured Notes.

USE OF PROCEEDS

The  Company  will  receive  proceeds  of $.01  per Warrant  Share issued  upon
exercise  of the  Warrants, for  an aggregate  amount of  up to  $13,000.   The
Company will use such proceeds for general  corporate purposes.   All  Warrants
and Warrant Shares  covered hereby  being registered  for resale  are being  so
registered for the account of the  Selling Security  Holders and,  accordingly,
the  Company  will  not receive  any of  the proceeds  from the  resale of  the
Warrants or Warrant Shares by the Selling Security Holders.

MARKET FOR COMMON STOCK AND DIVIDEND POLICY

Effective March 19, 1991, the Company's  Common Stock  was listed  on the  NYSE
under the symbol "TEX".  
Quarterly Market Prices
                       1993                               1992
           Fourth Third  Second First     Fourth  Third  Second   First  
High       $9.25 $ 8.13 $10.75$11.88     $12.75 $12.50  $16.25 $18.50
Low         6.38   6.25   6.63  9.13       6.63   8.13    9.50  12.75

No dividends were declared or paid in 1993 or 1992.  As discussed in Note I  --
"Long-Term Obligations" to the  Consolidated Financial  Statements, certain  of
the Company's debt agreements contain restrictions as  to the  payment of  cash
dividends.  Under these  agreements, no  retained earnings  were available  for
dividends at December 31, 1993.  The terms of the Preferred Stock also restrict
the  Company's  ability  to  pay  cash  dividends  on  the Common  Stock.   See
"Description of Securities -- Preferred Stock."  The Company intends  generally
to retain earnings, if any, to fund the development and growth of its business.
 The Company does  not plan  on paying  dividends on  the Common  Stock in  the
forseeable future.  Any future payments of cash dividends will depend upon  the
financial condition, capital requirements and earnings of the Company, as  well
as other factors that the Board of Directors may deem relevant.

As of January 1, 1994,  there were  895 stockholders  of record  of the  Common
Stock.

CAPITALIZATION

The following table sets forth the consolidated capitalization  of the  Company
as of September 30, 1993.  The table  should be  read in  conjunction with  the
consolidated financial statements of the Company and the related notes  thereto
included elsewhere in  this Prospectus.   The  Company has  continued to  incur
operating losses subsequent to September 30, 1993.  See "The Company --  Recent
Developments" and "Selected Consolidated Financial Information."

                                                      (In thousands)
                                                  Actual     Pro Forma (1)
Notes payable and long-term debt
 (including current portion):
  Secured Notes                                $159,080  (2)  $ 159,080
  Subordinated Notes                             32,633  (3)     32,633
  Lending Facility                               18,650  (4)     18,650
  Other debt, including notes payable            18,752  (5)     18,752
    Total notes payable and long term debt       229,115        229,115

Redeemable Convertible Preferred Stock               ---         10,328

Stockholders' investment
  Common Stock Purchase Warrants                     ---         16,851
  Common Stock                                       100            100
  Additional paid-in capital                      37,808         37,808
  Retained deficit                              (81,326)       (81,326)
  Pension liability adjustment                   (4,452)        (4,452)
  Foreign currency translation adjustment        (9,998)        (9,998)
    Total stockholders' investment              (57,868)       (41,017)

Total capitalization                            $171,247       $198,426



(1)  Presented as  if 1,200,000  shares of  the Preferred  Stock and  1,300,000
Warrants were issued as of  September 30,  1993.   See "The  Company --  Recent
Developments."
(2)  Represents $160.0 million principal amount of Secured Notes (of which $5.0
million were repurchased subsequent to September 30, 1993) which bear  interest
at 13% and are due August 1996.  These notes are secured  by substantially  all
inventory and property, plant and equipment of the Company's Material  Handling
and Heavy Equipment  Segments as  well as  the Company's  investment in  common
stock of Fruehauf.
(3)  Represents $33.3 million  principal amount  of   Subordinated Notes  which
bear  interest  at  13.5%,  are  payable  in  equal   annual  installments   of
approximately $8.3 million and  are finally  due July  1997.   These notes  are
secured  by  a  secondary  position  in  substantially  the  same assets  which
collateralize the Secured Notes.
(4)    The Lending  Facility bears  interest at  a fluctuating  rate (8.75%  at
September 30, 1993) based on the prime rate.    The  Lending Facility  provides
for revolving credit loans and guarantees of letters of credit of  up to  $20.0
million and matures on August 24, 1995.  Borrowings under the Lending  Facility
are secured by a lien on substantially all of the Company's  domestic cash  and
accounts receivable.
(5)  See Note I of the Notes to Consolidated Financial Statements for  December
31,  1992, included  elsewhere in  this Prospectus,  for a  description of  the
Company's other debt.

                  SELECTED CONSOLIDATED FINANCIAL INFORMATION
             (in thousands except per share amounts and employees)

Selected Financial Data (1)

                    Nine Months 
                       Ended       As of and for the Year Ended December 31,
                   September 30,
                        1993      1992      1991      1990      1989      1988

Summary of Operations  (2)
   Net Sales        $519,510   $523,355 $784,194$1,023,178  $790,903   $343,721
   Income (loss)
    from operations (18,368)    (4,125)$(36,200)   $44,386   $39,397    $21,994
   Net income (loss)(45,095)   (51,175) (29,786)     6,053    17,772     13,418
   Net income (loss)
    per share (3)     (4.53)    (5.75)    (3.00)     0.61      1.82       1.20
Ratio of
 earnings to
 fixed charges (4)    (5)       (5)       (5)        1.1x      1.4x       2.0x
Working Capital 
   Current assets   $267,589   $319,235 $361,945  $434,533  $483,736   $254,595
   Current
    liabilities      187,539    222,014  244,301   240,310   306,731     95,410
   Working capital    80,050     97,221  117,644   194,223   177,005    159,185
   Current ratio        1.4       1.4       1.5       1.8       1.6       2.7
Property, Plant and Equipment 
   Net property,
    plant and
    equipment       $101,543   $116,279 $129,560  $170,592  $179,016    $27,312
   Capital
    expenditures       8,529      5,382    4,098     8,707     2,934      3,263
   Depreciation       11,615      7,074   11,028    10,930     7,728      3,686
Total Assets        $402,576   $477,356 $617,203  $745,065  $833,338   $287,864
Capitalization (6) 
   Long-term debt
    and notes payable, 
    including current
    maturities      $229,115   $217,605 $216,085  $305,858  $309,796   $109,858
   Stockholders'
    investment      (57,868)    (6,168)   59,881   101,257    80,248     66,912
   Book value
    per share (3)     $(5.81)   $(0.62)    $6.03    $10.24     $8.24     $6.89
   Dividends
    per share (3)        ---       ---     $0.06     $0.05     $0.04       ---
   Return on
    average
    stockholders'
    investment          ---        ---    (37.0)%     6.7%24.2%23.6%
   Shares
    outstanding at
    period-end (3)     9,953      9,949    9,923     9,893     9,743      9,713
Employees             3,150       3,056    6,980     8,000     9,406      2,585

(1)  Certain prior year financial information has been adjusted  to conform  to
the  1992  classification  and  restated  as  further  discussed in  Note B  --
"Restatements" to the Consolidated Financial Statements for December 31, 1992. 
As explained in Note B of the Notes  to Consolidated  Financial Statements  for
December 31, 1992 and Note F of the Notes to  Condensed Consolidated  Financial
Statements for September 30, 1993, the financial  statements and,  accordingly,
the summary financial information presented herein, are presented giving effect
to the deconsolidation of Fruehauf as of January 1, 1992. 
(2)  The  Selected Financial Data  includes the  results of  operations of  the
businesses acquired from  the date  of their  respective acquisitions.   See  a
further discussion of acquisitions in Note C --  "Acquisitions" and  Note D  --
"Investment in  Fruehauf Trailer  Corporation"   in the  Notes to  Consolidated
Financial Statements for December 31, 1992. 
(3)  The  net income  (loss) per  share, book  value per  share, dividends  per
share, and shares outstanding at period-end for all periods shown above reflect
the May 1990 five-for-four stock split.
(4)    For purposes  of determining  the ratio  of earnings  to fixed  charges,
earnings are defined as income from continuing operations before income  taxes,
minority  interest,  extraordinary  items  and  fixed charges.   Fixed  charges
consist of interest on indebtedness, amortization  of debt  issuance costs  and
rental expense representative of the interest factor.
(5)  The ratio of earnings to fixed charges is less than 1.0 for these periods.
 The deficiency amounts are $44,225  for the  nine months  ended September  30,
1993, $22,130 for 1992 and $50,890 for 1991.
(6)    See  "The Company  -- Recent  Developments" and  "Capitalization" for  a
description of the Preferred Stock and Warrants issued  in   December 1993  and
presentation of resulting pro forma capitalization.

Unaudited Quarterly Financial Data

Summarized quarterly financial data for the first nine months of  1993 and  for
1992 and 1991 are as follows (in thousands, except per share amounts):

                                       1993

                            Third     Second    First

Net sales                 $164,052  $172,261  $183,197
Gross profit                12,339    14,321    17,599
Net income (loss)         (15,046)  (17,650)  (12,399)
Net income (loss) per
   share                   $(1.51)   $(1.77)   $(1.25)

                                                 1992
                                 Fourth    Third     Second    First

Net sales                      $210,101  $145,421  $82,843   $84,990
Gross profit                     25,011    12,572    6,901     9,526
Net income (loss)              (18,564)  (19,856) (13,605)    (5,110)
Net income (loss) per
   share                        $(1.87)   $(2.00)   $(1.37)   $(0.51)

                                                 1991
                                 Fourth    Third     Second    First

Net sales                     $200,556  $187,430  $216,609  $179,599
Gross profit                    18,502    25,611    24,390    25,378
Net income (loss)             (15,821)     8,979  (10,932)  (12,012)
Net income (loss) per
   share                        $(1.59)    $0.91    $(1.10)   $(1.21)

The accompanying unaudited quarterly  financial data  of the  Company has  been
prepared  in  accordance  with  generally  accepted  accounting principles  for
interim financial information.  In the opinion of  management, all  adjustments
considered necessary  for a  fair presentation  have been  made and  were of  a
normal recurring nature except for those discussed below. 

As  disclosed  in  Note  B  --  "Restatements"  to  the Consolidated  Financial
Statements for December 31, 1992, and in Note F -- "Investment in Fruehauf"  to
the  Condensed  Consolidated  Financial Statements  for the  nine months  ended
September 30, 1993, the financial statements have been restated to give  effect
to the deconsolidation of Fruehuaf as of January 1, 1992.  As disclosed in Note
B -- "Restatements" to the Consolidated Financial Statements  for December  31,
1992,  the  prior  year  financial  statements have  also been  restated.   The
quarterly financial data shown above reflect these restatements.

The following is a reconciliation of originally recorded  financial results  to
the restated results:

                                                 1993
                                      Third     Second    First
Net Income (Loss)
   As originally reported           $65,954 $(83,116) $(27,635)
   Deconsolidation adjustment      (81,000)    65,466    15,236
Restated net income (loss)        $(15,046) $(17,650) $(12,399)

Net Income (Loss) Per Share
   As originally reported             $6.63    $(8.35)   $(2.78)
   Deconsolidation adjustment         (8.14)     6.58      1.53
Restated net income (loss)
   per share                         $(1.51)   $(1.77)   $(1.25)

                                                 1992
                                 Fourth    Third     Second    First
Net Income (Loss)
   As originally reported    $(22,477) $(20,304)  $(10,919)  $(5,463)
   Restatement adjustment          ---       408    (2,686)       353
   Deconsolidation adjustment    3,913       ---       ---       --- 
Restated net income (loss)   $(18,564) $(19,896)  $(13,605)  $(5,110)

Net Income (Loss) Per Share
   As originally reported       $(2.26)   $(2.04)   $(1.10)   $(0.55)
   Restatement adjustment          ---      0.04     (0.27)     0.04
   Deconsolidation adjustment     0.39       ---        ---      --- 
Restated net income (loss)
   per share                    $(1.87)   $(2.00)   $(1.37)   $(0.51)

                                                 1991
                                 Fourth    Third     Second    First
Net Income (Loss)
   As originally reported     $(15,717)   $6,203 $(11,410)  $(12,489)
   Restatement adjustment         (104)    2,776       478        477
Restated net income (loss)    $(15,821)   $8,979 $(10,932)  $(12,012)

Net Income (Loss) Per Share
   As originally reported       $(1.58)    $0.63    $(1.15)   $(1.26)
   Restatement adjustment        (0.01)     0.28      0.05      0.05
Restated net income (loss)
   per share                    $(1.59)    $0.91    $(1.10)   $(1.21)


In conjunction with the initial public offering of 4,000,000 shares of Fruehauf
common stock in 1991  (the "Fruehauf  IPO"), the  Company contemplated  related
exchange transactions between certain  stockholders and  warrantholders of  the
Company and Fruehauf.  In determining the  Company's net  gain in  1991 on  the
Fruehauf  IPO,  the Company  considered the  impact of  these related  exchange
transactions.  The estimated impact of these exchange transactions  was a  loss
of approximately $7.7 million.  The loss  was recorded  as a  reduction of  the
gain on the sale of Fruehauf, and a net gain of $15.0 million  was recorded  in
1991.  During the fourth quarter of 1992, the agreements governing the exchange
transactions expired and management and the parties to  the exchange  concluded
that the exchange transactions originally contemplated  were no  longer in  the
best interests of the Terex and Fruehauf stockholders.   Accordingly, the  $7.7
million reserve  for the  estimated impacts  of the  exchange transactions  was
recorded  into  income  in the  fourth quarter  of 1992.   The  impact of  this
transaction is recorded  as a  component of  Other Income  in the  Consolidated
Statement of Income for December 31, 1992.

During the fourth quarter  of 1991,  Fruehauf recorded  restructuring costs  of
$15.8 million.  This charge related to the anticipated costs of implementing  a
restructuring  of  Fruehauf's  distribution  system, and  included other  costs
related to streamlining Fruehauf's manufacturing operations. 

As described in Note D -- "Investment in Fruehauf Trailer  Corporation" in  the
Notes to Consolidated Financial Statements for December 31,  1992, the  Company
consolidated  Fruehauf's  financial  results  with  those  of  the Company  for
financial reporting purposes during 1991 and, as a result of the termination of
the voting trust during 1992, presently accounts for its investment in Fruehauf
using  the  equity  method.   The Company's  consolidated financial  statements
contained in this Prospectus, and the above summary information, are  presented
giving effect to the deconsolidation of Fruehauf as of January 1, 1992.

See the  Company's Consolidated  Financial Statements   for  December 31,  1992
included elsewhere in this Prospectus.


MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL
CONDITION AND RESULTS OF OPERATIONS

Results of Operations

The Company operates in  two industry  segments: Heavy  Equipment and  Material
Handling.  Prior to 1992, the Company operated in two industry segments:  Heavy
Equipment and Trailer (Fruehauf).   The Material  Handling Segment  principally
represents  the  operations  of Clark  Material Handling  Company ("CMHC")  and
certain affiliated companies (together with CMHC, "Clark").  On July 31,  1992,
the  Company acquired  the common  stock of  CMHC and  certain affiliates  (the
"Clark Acquisition") from Clark Equipment Company (see Note C -- "Acquisitions"
to  the  Consolidated  Financial  Statements  for  December 31,  1992).   Clark
designs, manufactures and markets internal combustion and electric lift trucks,
electric walkies, tow  tractors and  related parts  and equipment.   The  Clark
Acquisition was accounted for using the purchase method,  therefore, the  Clark
operating results have been included in the Company's  consolidated results  of
operations since August 1, 1992. As described in  "Business -- Fruehauf Trailer
Corporation," the Company presently accounts for  its   investment in  Fruehauf
using the equity method and the Company's consolidated financial statements are
presented giving effect to the  deconsolidation of  Fruehauf as  of January  1,
1992.

Nine Months Ended September 30, 1993

The  table  below  is a  comparison of  net sales,  gross profit,  engineering,
selling, and administrative expenses and loss from operations, by segment,  for
the nine months  ended September  30, 1993  and 1992.   Amounts  shown for  the
Material Handling Segment for 1992 represent activity for two months subsequent
to the Clark Acquisition.

                                     Nine Months Ended
                                        September 30          Increase
                                    19931992     (Decrease)
                                       (in millions of dollars)

  NET SALES
     Heavy Equipment               $205.5         $224.9     $(19.4)
     Material Handling              314.0           88.4      225.6
       Total                       $519.5         $313.3     $206.2

  GROSS PROFIT
     Heavy Equipment                $24.7          $22.3       $2.4
     Material Handling               19.6            6.7       12.9
        Total                       $44.3          $29.0      $15.3

  ENGINEERING, SELLING AND ADMINISTRATIVE 
       EXPENSES
     Heavy Equipment                $22.5          $28.4      $(5.9)
     Material Handling               37.5            8.7       28.8
     General/Corporate                2.6            0.5        2.1
       Total                        $62.6          $37.6      $25.0

  INCOME (LOSS) FROM OPERATIONS
     Heavy Equipment                 $2.2          $(6.1)      $8.3
     Material Handling              (17.9)          (2.0)     (15.9)
     General/Corporate               (2.6)          (0.5)      (2.1)
       Total                       $(18.3)         $(8.6)      $9.7


  Net Sales

Sales increased $206.2 million, or approximately 66%, for the nine months ended
September 30, 1993 over the comparable 1992 period.

Heavy Equipment Segment sales decreased $19.4  million during  the nine  months
ended September 30, 1993 compared to the nine months ended September 30, 1992. 
This decrease reflects the effects during the first half of 1993 of   worldwide
economic  conditions  on  the  construction  and mining  industries, the  Heavy
Equipment Segment's principal markets. Machines and contract sales  represented
$15.8 million of the decrease and parts sales represented $3.6  million of  the
decrease, as the sales mix changed to 38% parts in 1993 from 36% parts in 1992.
 The Unit Rig division ("Unit Rig"), the Heavy Equipment Segment division  that
principally serves  the mining  industry, experienced  a decrease  in sales  of
$10.3 million to $47.0 million for  the nine months ended September  30, 1993  
from $57.3 million in the nine months ended September 30, 1992.  This  decrease
was primarily  a result  of reduced  sales in  the first  half of  1993 due  to
continued  low  bookings in  the second  half of  1992 as  the mining  industry
continued to operate at reduced levels.  Several completed trucks in  inventory
as of September 30, 1993 were not shipped due to delays in completion of  final
purchaser financing arrangements, also contributing to the decrease.   Koehring
Cranes and Excavators ("Koehring"), the Heavy Equipment  Segment division  that
serves  the construction  market,   experienced a  decrease in  sales of  $12.8
million to $57.9 million  for the  nine months  ended September  30, 1993  from
$70.7 million for the first nine months of 1992.  Koehring sales  in 1992  were
higher due to sales of slow moving inventory and product lines  at low  margins
to  reduce  inventory  and  more  effectively  utilize  working  capital.   The
decreased  sales  at Koehring  and Unit  Rig were  partially offset  by a  $3.4
million increase in sales by the  Company's Terex  division and  TEL, to  $99.7
million for the nine months ended September 30, 1993.

Heavy Equipment Segment  bookings during  the first  nine months  of 1993  were
$209.6 million, a decrease of  $10.9 million,  or 5%  from the  same period  in
1992.  Booking for parts sales, from which the Company realizes higher  margins
than machine sales, increased $1.7 million or 2% for the first  nine months  of
1993 over the year earlier period.  Machine  and contract  bookings decreased  
$12.6 million or 9%, reflecting continuing weakness in the Segment's  principal
markets during the first half of 1993 as well  as more  aggressive pricing  and
financing by the Company's competitors.  The slow recovery in the  construction
industry has also made  the Koehring  and Terex  division distributor  networks
more cautious in their acquisition of new equipment, especially for machines to
be used in  the rental  market.   Heavy Equipment  Segment backlog  was $89.0  
million at September 30, 1993 compared to $85.4  million at  December 31,  1992
and $47.7 million at September 30, 1992.

Material Handling Segment sales were $314.0 million for the  nine months  ended
September 30, 1993 compared to $88.4 million for August and September 1992,  an
increase of $225.6 million.  On a pro forma basis, giving effect  to the  Clark
Acquisition as of January 1, 1992, sales decreased $62.9 million  for the  nine
months ended September 30, 1993 from $376.9 million for the  nine months  ended
September 30, 1992.  Management believes that Material Handling Segment dealers
increased orders during the fourth quarter of 1992 to ensure adequate inventory
levels during the first quarter of 1993 while the  company transferred  certain
Material  Handling  Segment  production  from Korea  to the  U.S. and  Germany,
resulting  in lower  sales in  the first  quarter of  1993.   This transfer  of
production continued during 1993, but  was not  completed by  September due  to
delays in establishing replacement lines of credit similar to those  previously
existing in  Korea.   In addition,  the Material  Handling Segment  experienced
working capital constraints during the third quarter of 1993 which have limited
the Company's ability to obtain  materials and  maintain production,  adversely
affecting sales. Management expects Material Handling Segment  sales volume  to
remain  at  third  quarter  levels  during  the  fourth quarter  of 1993  until
completion of  the working  capital equity  infusion as  discussed below  under
"Liquidity and Capital Resources."  Bookings  have remained  strong because  of
improved demand in the North American forklift industry.  As a result of  these
factors, the Material Handling Segment backlog was $127.0  million at September
30, 1993 compared to $83.2 million at December 31,  1992 and  $80.8 million  at
the July 31, 1992 acquisition date.

  Gross Profit

Gross  profit for  the nine  months ended  September 30,  1993 increased  $15.3
million compared to the nine months  ended September  30, 1992.   The  Material
Handling Segment contributed gross profit of $19.6 million for the nine  months
ended September 30,  1993 compared  to $6.7  million for  August and  September
1992, an increase of $12.9 million.

The Heavy  Equipment Segment's  gross profit  increased $2.4  million to  $24.7
million in the first nine months of 1993 compared to $22.3 million in the  year
earlier  period.    Improved  gross  profit  from machines  and contract  sales
accounted  for  substantially  all  of  the increase,  reflecting the  positive
effects of cost reduction initiatives implemented in 1992 and throughout 1993. 
Gross  profit  for  the  1993  period  includes  a $2.2  million provision  for
write-down of certain  inventory at  Koehring in  connection with  management's
decision to cease new  machine production  for certain  products.    The  gross
profit percentage in the Heavy  Equipment Segment  increased to  12.0% for  the
nine months ended September  30, 1993  compared to  10.0% for  the nine  months
ended September 30, 1992 reflecting the  increased percentage  of parts  sales,
from  which the  Company realizes  higher margins,  and improved  manufacturing
efficiency.

  Engineering, Selling and Administrative Expenses

Engineering, selling and administrative expenses increased to $62.6 million for
the nine months ended September 30, 1993 from $37.6 million for the nine months
ended September 30, 1992.  The Material Handling  Segment engineering,  selling
and administrative expenses totaled  $37.5 million  for the  nine months  ended
September 30, 1993 compared to $8.7 million for August and September, 1992  and
compared to $36.6 million for the nine months ended September 30, 1992 on a pro
forma basis.  Heavy Equipment Segment engineering,  selling and  administrative
expenses decreased from $28.4 million for the nine months  ended September  30,
1992 to $22.5 million for the nine months ended September 30, 1993 as a  result
of    cost  reduction  initiatives  including  headcount  reductions  and   the
consolidation  of  certain administrative  functions into  the Heavy  Equipment
Segment's  administrative  offices  in  Tulsa,  Oklahoma.   Corporate  expenses
increased $2.1 million primarily as a result of increased legal and  accounting
expenses.

  Income (Loss) from Operations

The Heavy Equipment Segment income from operations increased $8.3 million  from
a $6.1 million loss  in the  1992 period  to $2.2  million income  in the  1993
period.  This improvement resulted from the increase  in gross  profit and  the
decrease in engineering,  selling and  administrative expenses,  offset by  the
$2.2 million provision for write-down of inventory.   Except  for the  Koehring
division, the businesses comprising the Heavy Equipment Segment reported income
from operations for the nine months ended September 30,  1993.   The losses  at
Koehring  have  been  reduced  as  a  result  of  continuing  cost  reductions,
improvements  in  inventory management  and elimination  of certain  low-volume
products, and the Company continues to consider additional actions necessary to
return  that  operation  to  consistent profitability,  including a  continuing
evaluation of facilities, products and inventories.  In addition, in March 1992
the  Company  sold  Benton  Harbor  Engineering  ("Benton  Harbor"), which  had
experienced a loss from operations in the first quarter of 1992.

The Material Handling Segment incurred a loss from operations of $17.9  million
for the nine months ended September 30, 1993, compared to an operating loss  of
$2.0 million for August and September, 1992 and compared to  an operating  loss
of $12.3 million for the nine months ended September 30,  1992 on  a pro  forma
basis, primarily as a result of decreased sales.

On a consolidated basis, the  Company experienced  an operating  loss of  $18.3
million for the nine months ended September 30, 1993, compared to an  operating
loss of $8.6 million for the nine months ended September 30, 1992.  
Income (loss) from operations before depreciation is as follows:

                                             Nine Months Ended September 30,
                                                 1993                1992
                                                 (in millions of dollars)
   INCOME (LOSS) FROM OPERATIONS
   BEFORE DEPRECIATION
     Heavy Equipment                           $ 5.1               $(4.3)
     Material Handling                          (9.3)               (0.6)
     General/Corporate                          (2.5)               (0.6)
       Total                                   $(6.7)              $(5.5)


  Other Income (Expense)

Interest expense on a consolidated basis was $23.8 million for the nine  months
ended September 30, 1993 compared to $15.6 million  for the  nine months  ended
September 30, 1992.  Terex sold $160 million  principal amount  of the  Secured
Notes on July 31, 1992.  The proceeds of the Secured  Notes were  used for  the
cash portion of the Clark Acquisition ($85 million), the payment of all amounts
outstanding under Terex's previous credit and letter of  credit agreement  ($58
million), and for working capital and transaction costs.  The increase in Terex
interest expense for the nine months  ended September  30, 1993  over the  nine
months  ended  September  30,  1992  is  primarily  the  result of  incremental
borrowings to finance the Clark  Acquisition (incremental  interest expense  of
approximately $6.7 million) and higher interest rates on new borrowings used to
refinance  the  previous  credit and  letter of  credit agreement,  as well  as
additional costs related to establishing and utilizing a new credit and  letter
of credit agreement.

The Company recognized equity in the net loss of Fruehauf of  $0.7 million  for
the nine months ended September 30, 1993 compared to equity in the net loss  of
Fruehauf of  $14.6 million for the nine months ended  September 30,  1992.   As
described in Note F of the Notes to Condensed Consolidated Financial Statements
for  September  30,  1993,  the  Company  does  not  expect  to  recognize  any
significant additional losses with respect to its investment in Fruehauf.

The provision for income taxes generally represents taxes  withheld on  foreign
royalties and dividends.  As such, any fluctuation in the provision for  income
tax is due to fluctuations in these items.  The Company adopted  SFAS No.  109,
"Accounting  for  Income  Taxes" on  January 1,  1993.   The new  pronouncement
retains  the  basic  concepts  of  SFAS No.  96, but  generally simplifies  its
application.  The adoption of this new pronouncement  did not  have a  material
impact on the Company's operating results and financial position.  See  "Recent
Pronouncements" below.

  Extraordinary Item

In connection with terminating its previous bank lending agreement as described
below under "Liquidity and Capital Resources," the Company recognized a  charge
of  approximately  $2.0 million  in the  second quarter  of 1993  to write  off
unamortized debt issuance costs.

1992 Compared with 1991

The  table  below  is a  comparison of  net sales,  gross profit,  engineering,
selling  and  administrative  expenses and  income (loss)  from operations,  by
segment, for the years  ended December 31, 1992 and 1991:

                                         Year Ended
                                        December 31,          Increase
                                    1992           1991      (Decrease)
                                            (in millions of dollars)

   NET SALES
     Heavy Equipment             $282.4         $271.5           $10.9
     Material Handling            241.0           ---            241.0
     Trailer                       ---           512.7          (512.7)

       Total                     $523.4         $784.2         $(260.8)

   GROSS PROFIT
     Heavy Equipment              $29.6          $26.3            $3.3
     Material Handling             24.4           ---             24.4
     Trailer                       ---            67.6           (67.6)

       Total                      $54.0          $93.9          $(39.9)

   ENGINEERING, SELLING AND
     ADMINISTRATIVE EXPENSES
     Heavy Equipment              $35.6          $37.6           $(2.0)
     Material Handling             22.2           ---             22.2
     Trailer                       ---            90.8           (90.8)
     General/Corporate              0.3            1.7            (1.4)

       Total                      $58.1         $130.1          $(72.0)

   INCOME (LOSS) FROM OPERATIONS
     Heavy Equipment              $(6.0)        $(11.3)           $5.3
     Material Handling              2.2           ---              2.2
     Trailer                       ---           (23.2)           23.2
     General/Corporate             (0.3)          (1.7)            1.4

       Total                      $(4.1)        $(36.2)          $32.1


Operating Results

     Net Sales

Sales decreased $260.8 million or approximately  33%, during  1992 compared  to
1991.   Material Handling Segment sales were $241.0 million for the year  ended
December 31,  1992 representing the Clark sales  since the  acquisition date.  
Trailer Segment sales were $512.7  million in  1991.   Heavy Equipment  Segment
sales increased $10.9 million during 1992 compared to  the 1991  period.   Mark
Industries ("Mark"),  an operating  unit of  the Heavy  Equipment Segment,  was
acquired in December 1991.  Excluding Mark, Heavy Equipment Segment fiscal 1992
sales decreased $9.4 million in relation to the comparable 1991  period.   This
decrease reflects  the continuing  effects of  the worldwide  recession on  the
construction and  mining industries,  the Heavy  Equipment Segment's  principal
markets.  Heavy Equipment Segment bookings during 1992 were $315.9 million,  an
increase of $56  million, or  22% over  1991.   The majority  of this  increase
occurred in the fourth quarter.  Fourth  quarter 1992  Heavy Equipment  Segment
bookings were $95.4 million, an  increase of  $43 million  over the  comparable
1991 period.  Heavy Equipment Segment backlog was $85.4 million at December 31,
1992, an increase of $33.4 million over the comparable amount  at December  31,
1991.

The  overall  Heavy  Equipment  Segment  sales  mix  of  equipment  sales as  a
percentage of total net sales  increased slightly  during 1992  in relation  to
1991.  Equipment sales represented 61% of total Heavy  Equipment Segment  sales
in 1992, while equipment sales represented 57% of total Heavy Equipment Segment
sales in 1991.  This relationship is consistent with the relationship of  Heavy
Equipment Segment bookings for 1992 in relation to 1991.  Generally, the  Heavy
Equipment Segment realizes lower gross margin percentages on new equipment than
its other revenue, principally parts.

The Material Handling Segment backlog was $83.2  million at  December 31,  1992
compared to backlog at the July 31, 1992 acquisition date of $80.8 million.  On
September 2, 1992, the Company announced that certain of its production of  its
2,000 and 10,000 lb. capacity  trucks would  be brought  back to  the U.S.  and
Germany beginning in  the fourth  quarter of  1992.   Management believes  that
Material Handling Segment dealers increased  order activity  during the  fourth
quarter  to  ensure adequate  inventory levels  during the  repatriation.   The
increased fourth quarter 1992 sales volume will result in somewhat lower  sales
volume throughout the first quarter of 1993  as the  Material Handling  Segment
completes the final stages of the repatriation of production of its light IC to
the U.S. during the second quarter of 1993.

     Gross Profit

Gross profit for the year ended December 31, 1992 decreased $39.9 million  over
1991.  The Material Handling Segment contributed gross profit of $24.4  million
to the 1992 gross profit of $94.7 million.  Heavy Equipment Segment 1992  gross
profit increased $3.3 million over the comparable 1991 period.  Mark 1992 gross
profit represented $1.4 million of the Heavy Equipment Segment  increase.   The
Trailer Segment gross profit was $40.7 million in 1991. 

Excluding  Mark,  the  Heavy Equipment  Segment's gross  profit increased  $1.9
million over 1991.  Gross profit  percentage increased  to 10.8%  in 1992  from
9.7% in 1991.  Gross profit from parts sales decreased $2.5 million as a result
of the change in sales mix from parts to machines.  Gross profit from  machines
and  other  sales  increased  $4.4  million, principally  as a  result of  cost
reduction initiatives implemented in  the latter  part of  1991 and  throughout
1992 to  reduce the  fixed overhead  cost base  and as  a result  of a  reduced
provision for inventory obsolescence in 1992.  The  cost reduction  initiatives
accounted for approximately $2.4 million of the  increase in  gross profit  and
included  headcount  reductions  primarily  at  Koehring  and consolidation  of
manufacturing  operations  to  reduce  excess  capacity  at TEL.   The  reduced
provision for inventory obsolescence accounted for  approximately $2.0  million
of the increase in gross  profit and  resulted from  improvements in  inventory
management which have reduced the amount of inventory entering  the excess  and
obsolete  classification.    During  the second  quarter of  1992, the  Company
substantially reduced inventory to more effectively utilize  working capital.  
However,  this  reduction  occurred  at  gross  margins which  were lower  than
normally achieved in routine  sales of  such products,  and, as  a result,  the
incremental sales had only a minor impact on gross profit.    The  sale of  the
Benton Harbor operation in March 1992 also  contributed to  the improvement  in
gross profit from machines and other sales.  Benton Harbor incurred  a loss  at
the gross profit line of $0.8 million in 1991 on sales of $8.5 million.

     Engineering, Selling and Administrative Expenses

Engineering, selling and administrative expenses decreased to $58.1 million  in
1992 from $114.3 million in 1991.  The Material  Handling Segment  engineering,
selling and administrative expenses totaled $22.2 million for  the five  months
ended  December  31,  1992.    These  incremental   engineering,  selling   and
administrative  expenses were  offset by  reduced Heavy  Equipment Segment  and
corporate  engineering,  selling and  administrative expenses  of $3.4  million
resulting from cost reduction  initiatives including  headcount reductions  and
the consolidation of certain administrative functions into the Heavy  Equipment
Segment's administrative offices in Tulsa, Oklahoma.

Trailer Segment  engineering, selling  and administrative  expenses were  $90.8
million in 1991, including restructuring  costs of  $15.8 million  representing
provisions for the anticipated future costs of implementing a restructuring  of
Fruehauf's distribution system  and other  non-recurring costs,  as more  fully
described  in Note  D of  the Notes  to Consolidated  Financial Statements  for
December 31, 1992.

     Income (Loss) From Operations

On a consolidated  basis, the  Company experienced  an operating  loss of  $4.1
million for the year ended December 31, 1992, compared to an operating loss  of
$36.2 million for the year ended December 31, 1991.   The improvement  resulted
from, among other items, the contribution of operating profit  of $2.2  million
by the Material Handling Segment for the five  months ended  December 31,  1992
(since  its  acquisition),  the  positive  impact  of cost  reduction and  cost
containment initiatives implemented in the latter part of  1991 and  throughout
1992,  and  the  sale  of  Benton  Harbor in  March 1992  which experienced  an
operating loss in the 1991 period.  The  Trailer Segment's  operating loss  was
$23.2 million for 1991. 

Income (loss) from operations before depreciation is as follows:

                                         Year Ended December 31,
                                              1992      1991   
                                         (in millions of dollars)
          INCOME (LOSS) FROM OPERATIONS
              BEFORE   DEPRECIATION
     Heavy Equipment                        $(2.7)    $(7.2)
     Material Handling                        5.9         ---
     Trailer                                    ---   (16.3)
     General/Corporate                       (0.3)     (1.7)
        Total                                $2.9    $(25.2)

     Other Income (Expense)

Interest expense decreased on a consolidated basis from $31.2  million in  1991
to $23.3 million in 1992.  Interest expense  related to  Fruehauf debt  totaled
$17.6 million in 1991.  Interest expense related to Terex  debt increased  $9.8
million in 1992.

As discussed further under the caption "Liquidity and Capital Resources," Terex
sold $160 million principal amount of the Secured Notes on July 31, 1992.   The
proceeds of the  Secured Notes  were used  for the  cash portion  of the  Clark
Acquisition ($85 million), the payment of all amounts outstanding under Terex's
previous credit and letter of credit agreement ($58 million),  and for  working
capital and transaction costs.   The increase  in Terex  interest expense  over
1991 is primarily the result of (a) incremental borrowings to finance the Clark
Acquisition (incremental interest expense of approximately  $4.6 million),  (b)
higher interest rates on new borrowings used to refinance  the previous  credit
and  letter  of  credit  agreement,  as  well  as additional  costs related  to
establishing and utilizing a new credit and letter of credit agreement, and (c)
a  $2.7 million  amendment and  renewal fee  charged by  Terex's previous  bank
consortium prior to the refinancing.

As  described  in  "Business  --  Fruehauf  Trailer  Corporation," the  Company
presently accounts for its investment in Fruehauf using the equity method.  The
Company recognized an equity loss of $35.0 million in 1992 from its  investment
in Fruehauf.  Fruehauf reported a loss of $65.2 million for 1992 as a result of
reduced sales because of  the closure  or conversion  of 26  sales and  service
branches  as  part  of  Fruehauf's branch  restructuring program,  a change  in
Fruehauf's  sales  mix  to  lower-margin  new  trailer  and  fleet  sales and  
unfavorable manufacturing variances and lost sales of used  trailers and  parts
because of the effects  of liquidity  problems experienced  by Fruehauf  during
1992 and which continued into 1993.

In conjunction with the Fruehauf IPO, the Company contemplated related exchange
transactions between certain stockholders and warrantholders of the Company and
Fruehauf.  In determining the Company's net gain in 1991 on  the Fruehauf  IPO,
the Company considered the impact of these related exchange transactions.   The
estimated impact of these  exchange transactions  was a  loss of  approximately
$7.7 million.  The loss was recorded as a reduction of the gain on the sale  of
Fruehauf of $22.7 million, for a net gain of $15.0 million in 1991.  During the
fourth quarter of 1992, the exchange agreement expired and  management and  the
parties to the  exchange concluded  that the  exchange transactions  originally
contemplated were no longer in the  best interests  of the  Terex and  Fruehauf
stockholders.  Accordingly, the $7.7 million reserve for the estimated  impacts
of the exchange transactions was recorded into income in the fourth quarter  of
1992.  The  impact of  this transaction  is recorded  as a  component of  Other
Income in the Consolidated Statement of Income for December 31, 1992.

In 1991, Fruehauf recognized equity in net  income of  affiliated companies  of
$4.2 million and a $7.5 million gain on the sale of excess assets, including  a
$6.6 million gain on the sale of Coast Engineering and Manufacturing  Company's
("CEMCO") operating assets.

Other income (expense) in 1992 included foreign exchange losses of $2.4 million
 and other miscellaneous items.  Other income (expense) in 1991 included a $3.3
million  loss  on  the  sale  by  Fruehauf  of  stock in  Societe Europeene  de
Semi-Remorques S.A. ("SESR"), Europe's largest trailer manufacturer.

1991 Compared with 1990

The table below is a comparison of net sales,  gross profit  and income  (loss)
from operations for the years ended December 31, 1991 and 1990 and reflect  the
restatements as described in Note B -- "Restatement of Prior Period Results" to
the Consolidated Financial Statements for December 31, 1992:

                                         Year Ended
                                        December 31,          Increase
                                    1991            1990     (Decrease)
                                          (in millions of dollars)
  NET SALES
     Heavy Equipment               $271.5         $433.7     $(162.2)
     Trailer                        512.7          589.5       (76.8)

       Total                       $784.2       $1,023.2     $(239.0)

  GROSS PROFIT
     Heavy Equipment                $26.3          $72.2      $(45.9)
     Trailer                         67.6           93.9       (26.3)

       Total                        $93.9         $166.1      $(72.2)

  ENGINEERING, SELLING AND
     ADMINISTRATIVE EXPENSES
     Heavy Equipment                $37.6          $48.9      $(11.3)
     Trailer                         90.8           74.6        16.2
     General/Corporate                1.7           (1.8)        3.5

       Total                       $130.1         $121.7        $8.4

  INCOME (LOSS) FROM OPERATIONS
     Heavy Equipment               $(11.3)         $23.3      $(34.6)
     Trailer                        (23.2)          19.3       (42.5)
     General/Corporate               (1.7)           1.8        (3.5)

       Total                       $(36.2)         $44.4      $(80.6)

  Net Sales

Net sales were $239.0 million lower in 1991 than in 1990.  This 23.4%  decrease
is  largely  attributable  to  the overall  economic slowdown  and weakness  of
industry demand faced both domestically and abroad in the  Heavy Equipment  and
Trailer Segments principal markets.

  Gross Profit

The gross profit percentage of the Heavy Equipment Segment decreased from 16.6%
in 1990 to 9.7% in 1991.  The decrease in gross  profit and  the related  gross
profit percentage was the result of  the lower sales volume  which resulted  in
substantially underutilized manufacturing capacity.  In addition, the provision
for excess and obsolete inventory increased approximately $1.7 million over the
1990 provision of  $9.7 million.   The  principal factors  contributing to  the
increased provision are a decline  in net  realizable value  of certain  excess
finished goods inventory, as well as certain parts inventory.  The reserve  for
excess and obsolete inventory as a percentage of gross  inventory increased  to
10.5% at December 31, 1991 as  compared to  7.3% at  December 31,  1990.   This
increase  as  a percentage  of gross  inventory is  a result  of the  following
factors: (i) management efforts to reduce working capital  employed to  finance
inventory levels, (ii) higher reserve requirements resulting  from reduced  net
realizable values to facilitate the movement of certain  excess finished  goods
inventory and (iii) an increased aging of parts inventory.   First,  management
focused  its  efforts during  1991 to  improve inventory  turns as  a means  to
improve working capital utilization.  Inventory minimization continued to be  a
high  priority  of  management  into 1992.   Second,  the significant  economic
downturn  faced by  the Company  resulted in  lower sales  volume as  discussed
previously.  In addition,  the Company  experienced a  substantial increase  in
certain finished goods inventory.  As part of  management's ongoing  evaluation
of  potentially  excess  and obsolete  inventory including  current and  future
market  and  economic  factors,  together  with  working  capital   utilization
objectives, provisions to record  the excess  finished goods  inventory at  net
realizable  value  were  required.    Lastly,  the Company  has experienced  an
increased  aging  of  parts inventory  due to  declining sales  volume and  the
consequent  decline  in  machine  populations  in  the  field.    As  part   of
management's  ongoing  evaluation  of   parts  excess   and  obsolete   reserve
requirements,  management  evaluated  current  part  inventory  quantities   in
comparison  to  current  and  future  market  and  economic  conditions.    The
evaluation  indicated  an impairment  of the  net realizable  value of  certain
quantities of parts inventory.  Machine population is expected to decline  over
the next several years and, as a result, management plans to focus  substantial
attention on the parts inventory control.

The Trailer Segment's gross margin percentage decreased to 13.2%  in 1991  from
15.9% in 1990.   The decrease  was a  result of  lower new  trailer demand  and
substantially underutilized manufacturing capacity.   Sales  mix was  virtually
unchanged from 1990 to 1991, and  therefore did  not impact  the overall  gross
margin percentage comparison.  Due to the underutilized manufacturing  capacity
in  the  domestic trailer  manufacturing industry  and reduced  demand for  new
trailers, price competition was severe on new trailers.  As a result, the gross
profit percentage realized on new trailer  sales was  much lower  than that  on
used trailers, replacement parts and service.

Unit  sales  of  new  truck  trailers in  the United  States have  historically
experienced  significant  short-term  fluctuations  due  to  changing  economic
conditions.  However, over the longer term, new truck trailer  unit sales  have
exhibited growth generally in line with increases  in the  U.S. gross  national
product.  Due to the poor economic conditions in the United States during  1990
and 1991, unit sales of new truck trailers were  at their  lowest levels  since
1983 and in 1991 were approximately 32% below unit sales in 1988, the last full
year before the Fruehauf acquisition.

The Trailer Segment's provision for excess and obsolete inventory increased  by
approximately $3.9 million over 1990.  The principal factor contributing to the
increased provision was the decline in the net realizable value of certain  new
and used  trailer inventory,  as well  as certain  parts inventory.   The  used
trailer market continued to soften in  the latter  part of  1991, resulting  in
market  prices  falling below  Fruehauf's carrying  value of  the related  used
trailers.   In  other cases  certain used  trailers remained  in inventory  for
extended periods of time and  aged by  one model  year.   This aging  adversely
impacted the net realizable  value of  such trailers.   Additionally,  Fruehauf
increased its reserves for replacement parts inventory.  Due  to the  existence
of  quantities of  seasonal products  and truck  equipment that  were over  one
model-year old, a provision to record the reduction of the  parts inventory  to
its lower net realizable value was required.

  Income (Loss) From Operations

Operating  earnings  (losses)  for  the  Heavy Equipment  Segment were  ($11.3)
million in 1991, as compared to $23.3 million in 1990 for  the Heavy  Equipment
Segment.  While engineering, selling, and administrative expenses decreased for
the Heavy Equipment Segment from 1990 to 1991, the aforementioned reductions in
sales and gross profit led to the operating profit decline. 

Fruehauf's operating income was $19.3 million for the year  ended December  31,
1990.  During 1991, Fruehauf had an  operating loss  of $23.2  million.   While
engineering, selling, and administrative expenses remained stable from 1990  to
1991,  the  aforementioned  reductions in  sales and  gross profit  led to  the
operating profit decline.  Additionally, a nonrecurring restructuring charge of
$15.8 million recorded in the fourth quarter of 1991 contributed  significantly
to the  decline in  operating profit.   These  restructuring costs  represented
provisions for the anticipated future cost of implementing  a restructuring  of
Fruehauf's  distribution  system  and  other  nonrecurring  costs  related   to
streamlining Fruehauf's manufacturing operations.

  Other Income (Expense)

Interest income  decreased $1.6  million in  1991 as  compared to  1990 due  to
reduced average cash balances in 1991 and lower interest  rates throughout  the
year.  The lower cash balances resulted largely from the repayment of debt.
Interest expense decreased $16.4 million in 1991 as compared to 1990, primarily
as  a  result  of  lower debt  outstanding and  reduced interest  rates on  the
borrowings.  The reduction in debt outstanding  was achieved  by generation  of
cash from operations, continued  efforts to  dispose of  excess facilities  and
assets held for sale, as well as from proceeds of the Fruehauf IPO.  The  lower
interest rates were  achieved by  modification of  some of  the Company's  debt
facilities in September 1990 and elimination  of certain  debt facilities  with
high rates in conjunction with the aforementioned public offering.

The  Company's  share  of   earnings  from unconsolidated  affiliates was  $4.2
million in 1991, down from $7.5 million in 1990.  Royalty income earned  during
the year from licensees of Fruehauf totaled $3.2 million in 1991 as compared to
$5.2  million  in  1990.    The decrease  in the  earnings from  unconsolidated
affiliates and royalty income is largely due to the worldwide economic slowdown
faced by the trailer segment's licensees and affiliates as well as a sale of  a
portion of the Company's share of its largest unconsolidated  affiliate in  mid
1991.  The decrease  in royalty  income was  also due  to a  new trademark  and
licensing agreement entered into in the second quarter of 1991.

The Company recorded a $15.0 million gain as a result of the  Fruehauf IPO  and
the completion of certain of Fruehauf's recapitalization transactions.
The  Company recognized  a $7.2  million gain  in 1991  on the  sale of  excess
assets, including a $6.6 million gain on the sale of CEMCO's operating assets.
Other expense of $2.4 million and $0.4 million for 1991 and 1990, respectively,
includes  the  loss  on  sale  of  affiliate stock  in 1991  and various  other
immaterial items.

The Company's provision for income taxes generally represents taxes withheld on
foreign royalties.  As such, any fluctuation in the provision for income tax is
due to fluctuations in foreign royalties.

Minority interest is reflected as a result of the  July 1991  Fruehauf IPO  and
certain recapitalization transactions.

On September 30, 1990, Fruehauf refinanced the majority of its then outstanding
long-term debt.  A onetime extraordinary loss of $2.2 million  was recorded  to
write-off the unamortized debt issue costs relating to the refinanced debt.

Liquidity and Capital Resources

Terex owns approximately 22.6% of the outstanding common stock of Fruehauf  and
presently accounts for its investment using the equity  method (see  Note A  --
"Significant Accounting Policies" and Note D -- "Investment in Fruehauf Trailer
Corporation" to the Consolidated Financial Statements for December 31, 1992).  
By  the  terms  of  debt  agreements  of  both companies,  neither company  may
participate in  the debt  service of  the other.   Generally,  funds cannot  be
transferred between the companies except  for the  reimbursement of  reasonable
expenses incurred on the other's behalf. 

On May 20, 1993, Terex entered into the Lending Facility  with Foothill.     An
interim facility  provided for  cash advances  to the  Company of  up to  $17.5
million.  A permanent facility became  effective as  of August  24, 1993  which
provides for up to $20 million of cash advances and guarantees of bank  letters
of credit and is secured by substantially all domestic cash and receivables  of
the Material Handling and Heavy Equipment  Segments.   The balance  outstanding
under the Lending Facility was $18.7 million as of September 30, 1993.   As  of
July 31, 1993, the Company was not in compliance  with the  tangible net  worth
covenant under the Lending Facility.  Following the closing on August 20,  1993
of Fruehauf's restructuring and financing transactions described in "Business -
Fruehauf Trailer Corporation," Foothill agreed that the Company's noncompliance
with the tangible net worth covenant under the Lending Facility  was no  longer
continuing.  Foothill also  waived the  noncompliance.   The Company  believes,
based on management's current estimates,  that it  will be  in compliance  with
such covenant over the next twelve months.

In addition to the Lending Facility, the Company has arranged similar financing
for  TEL,  in  the  form of  a pd28.0  million ($42.0  million) credit  facility
including up to pd13.0 million ($19.5 million) non-recourse  discounting of  TEL
accounts  receivable  which  meet  certain  credit  criteria  plus   additional
facilities for tender and performance bonds and foreign exchange contracts.
During the second half of 1993, the Company experienced liquidity  constraints,
primarily   because  of continuing  operating losses.   During  this period,  a
significant amount of accounts payable were aged 60  days or  more and  certain
vendors required COD or advance cash payments before shipping materials.  As  a
result, the Company's manufacturing facilities  operated at  less than  optimal
levels, and the availability of inventory for parts sales, on which the Company
generally realizes higher gross margins, was adversely affected.

On December 20, 1993, in order to provide additional liquidity to the  Company,
the  Company  completed  the  private  placement  of  1,200,000  shares of  the
Preferred  Stock  and  1,300,000  Warrants for  aggregate net  proceeds to  the
Company of $27.2 million.  The  proceeds of  such private  placement are  being
used  by  the Company  for additional  working capital.   The  Company is  also
generating cash through the sale  of excess  inventory in  the Heavy  Equipment
Segment, deferring certain capital  expenditures, selling  certain real  estate
and other assets and continuing corporate wide cost containment efforts.

Management believes that the Lending  Facility together  with these  additional
financing and cash generating activities  will allow  the Company  to meet  its
operating   payment obligations,  including payments  to vendors,  on a  timely
basis which will improve the Company's ability  to take  advantage of  improved
market conditions, especially in the Material Handling Segment. 

In December 1993, the Company repurchased $5.0 million principal amount of  the
Secured Notes for approximately $4.5 million, including accrued  interest.   In
addition,  the  Company  sold  1,000,000 shares  of Fruehauf  common stock  for
aggregate  proceeds  of  approximately   $3.0  million   and  will   repurchase
approximately $3.0 million of the Secured Notes in the second quarter of  1994,
as required by the indenture for the Secured Notes.  See "The Company -  Recent
Developments."  In  addition to  such repurchase  obligation and  approximately
$27.6 million of interest on the Secured Notes, Subordinated Notes and  Lending
Facility (of which approximately $12.9 million has been paid as of February 1),
the Company's debt service requirements  for 1994  include approximately  $14.4
million in July 1994 for a required sinking  fund payment  on the  Subordinated
Notes and the maturity of a note issued to the  seller in  connection with  the
Clark Acquisition.  Management believes that  selling certain  real estate  and
other assets and other cash generating  activities discussed  above will  allow
the Company to meet these requirements as they come  due.   Management is  also
considering  other  actions,  including  the  sale  of  certain   non-strategic
businesses and additional sales of other assets, which may be necessary for the
Company to meet its operating and debt service obligations.

The indentures governing the Notes require among other things that the  Company
maintain the Net Worth Covenants and Collateral Covenant.   In  the event  that
the Company's net worth is not in excess of the amount required  under the  Net
Worth Covenants for any two  consecutive quarters,  the Company  must offer  to
repurchase, at  par plus  accrued interest,  20% of  the outstanding  principal
amount of the Notes.    In the event the Company is not in compliance with  the
Collateral Covenant at the end of any calendar quarter, the Company must  offer
to repurchase, at par plus accrued interest, $16.0 million principal amount  of
the Secured Notes or such greater amount  as would  be necessary  to bring  the
Company into compliance  with the  Collateral Covenant.   As  of September  30,
1993, the Company's tangible net worth as defined  in the  Note indentures  was
less than the $15  million minimum  set forth  in the  indentures.   Management
believes that the Company was in compliance with the Net  Worth and  Collateral
Covenants at December 31, 1993.   If the  Company continues  to sustain  losses
from operations, it may not be in compliance with  the Net  Worth Covenants  in
the future.  If any offer to repurchase Notes were required to be  made, it  is
likely that the Company would require additional funding to complete the offer,
and if such funding were  unavailable to  it, the  Company would  be unable  to
comply  with  the terms  of the  Notes and  the maturity  of the  Notes may  be
accelerated.  Such circumstances would result in a material  adverse impact  on
the Company and its financial position. 

Terex cash and  cash equivalents,  including restricted  cash and  investments,
totaled $13.5 million and $37.2 million at September 30, 1993 and December  31,
1992,  respectively.    Certain provisions  of the  Company's previous  lending
arrangement  with a  commercial bank  (the "Bank  Lending Agreement")  required
specified amounts of cash to be  deposited in  a cash  collateral account  when
certain  conditions  exist.    Restricted  cash  and investments  held in  such
collateral  accounts  totaled $11.5  million at  December 31,  1992, which  are
presented as "Restricted Cash" in the Condensed Consolidated Balance Sheet  for
December 31, 1992.    Terex has  entered into  the new  Lending Facility  which
replaced  the  Bank Lending  Agreement.   In connection  therewith, Terex  will
continue to utilize letters of credit previously issued under  the former  Bank
Lending Agreement until their expiration.  At September 30, 1993 the  unexpired
letters of credit are cash collateralized by a total of $4.6 million in a  cash
collateral account.   These cash balances will be made available to the Company
as the underlying letters of credit expire. 

Terex  used cash  for operating  activities of  $28.0 million  during the  nine
months ended September 30, 1993, and generated cash  from operating  activities
of $22.7 million in 1992.  Such  cash was  principally used  to fund  operating
losses,  interest payments  and costs  of restructuring  the Material  Handling
Segment's  operations  partially  offset  by  reductions  in  receivables   and
inventory.   The reductions  in receivables  and   inventory result  from   the
Company's  focused  efforts  to  more  effectively  utilize  working capital.  
Management expects to continue the Company's efforts to reduce receivables  and
inventory  during  1994 as  part of  the Company's  cash generating  activities
discussed above.  In particular,  management believes  that required  inventory
levels in the Material Handling Segment have been reduced as a result of return
of certain production to the United States and Germany from  Korea during  1993
because  the  Company  will  no longer  experience the  significant lead  times
associated with the shipping of product from Korea.

Net cash provided by Terex from investing activities of $0.9 million during the
nine months ended September 30, 1993 principally reflects the  sale of  surplus
assets in Germany offset by cash used to finance  capital expenditures.     Net
cash  used  by  Terex  for  investing  activities  of  $94.8  million  in  1992
principally reflects cash used to finance the  Clark Acquisition,  net of  cash
acquired, and capital expenditures.   Cash  flow from  investing activities  in
1992  also  included $4.6  million of  payments on  behalf of  and advances  to
Fruehauf.  Proceeds from the sale of  surplus assets  in Germany  in 1993  were
approximately $10.1 million.  Capital expenditures were $8.5 million during the
nine months ended September 30, 1993, including approximately  $5.3 million  to
prepare production lines in the U.S.  and Germany  for the  production of  lift
trucks formerly produced in Korea, and $5.4 million during 1992.  The  purchase
price  of  the Clark  Acquisition was  approximately $91.1  million, which  was
funded by $85 million in cash and a $6.1 million  seller note.   In  connection
with the Clark Acquisition,  the Company established reserves for restructuring
costs  expected  to  be  incurred  in connection  with the  Company's plans  to
reorganize  the  operations  of  Clark  by   consolidating  manufacturing   and
distribution operations.   As of  December 31,  1992,   the remaining  reserves
totalled  approximately  $30.0  million, substantially  all of  which has  been
expended during 1993.

Terex  generated  cash  of  $10.7  million  and  $89.3  million from  financing
activities during the nine months ended September 30, 1993 and  the year  ended
December 31, 1992, respectively.  As described above, the Company entered  into
the Lending Facility in  May 1993  and had  borrowed $18.7  million under  this
facility as of September 30, 1993.  In conjunction with  the Clark  Acquisition
in 1992, the Company refinanced a major component of its previously outstanding
bank debt (the "Refinancing").  The Refinancing  included the  issuance of  the
Secured Notes and establishment of  the $60  million Bank  Lending Agreement.  
Proceeds from the issuance of the Secured Notes were used for the cash  portion
of the Clark Acquisition purchase price ($85  million), for  the settlement  of
all amounts outstanding under its previous credit facility  ($58 million),  and
for working capital and transaction costs.  The  Secured Notes  are secured  by
substantially all inventory and property, plant and equipment of the  Company's
Material  Handling  and  Heavy  Equipment Segments,  as well  as the  Company's
investment in Fruehauf common stock.   The  Subordinated Notes  holders have  a
secondary secured position in certain of the Company's assets.

In connection with the sale of the Secured Notes and obtaining  the consent  of
the holders of the Company's existing Subordinated Notes to modification of the
Subordinated  Notes,  the  Company issued  658,409   common stock  appreciation
rights  ("SAR's").    As  of  September  30,  1993  there  were  543,794  SAR's
outstanding.  Of the outstanding SAR's, 461,385 may be exercised at the  option
of the holder thereof at any time on or after January 27, 1993,  but not  later
than July 31, 1996, and the remaining 82,409 SAR's may be  exercised not  later
than July 1, 1997.  The SAR's entitle the holder to receive, in cash, an amount
equal to the market appreciation in the Company's Common Stock between $11  per
share,  subject  to adjustment,  and the  average price  per share  for the  30
consecutive trading days prior to the date of exercise.

In  addition  to  the  financial  covenants  discussed  above,  the  indentures
governing  the  Notes  limit,  among  other  things, Terex's  ability to  incur
additional indebtedness, consummate  mergers and  acquisitions, pay  dividends,
sell business segments and enter into transactions with affiliates, as well  as
place limitations on change in control of Terex.

Contingencies and Uncertainties

In  their  opinion  on  the  Company's  Consolidated  Financial Statements  for
December  31,  1992  included  in  this Prospectus,  the Company's  independent
accountants have indicated that there are matters,  including recurring  losses
from  operations  and  a  net  capital  deficiency,  lack  of  availability  of
additional  borrowings  under  the  Company's  Bank   Lending  Agreements   and
uncertainties with respect to future compliance with covenants of certain other
debt agreements,  which raise substantial doubt about the Company's ability  to
continue as a going concern.  As described above under  "Liquidity and  Capital
Resources," the Company has entered into the Lending Facility which provides up
to $20 million in revolving credit loans and guarantees of  letters of  credit,
and has arranged similar financing for  TEL.   The Company  also completed  the
private placement of Preferred Stock and Warrants, which provided aggregate net
proceeds to the Company of $27.2 million for working capital.   The Company  is
also  generating  cash  through  the  sale  of  excess inventory  in the  Heavy
Equipment Segment, deferring capital expenditures, selling certain real  estate
and  other  assets and  continuing corporate  wide cost  containment efforts.  
Management believes that the Lending  Facility and  other financing  and   cash
generating  activities will  allow the  Company to  meet its  obligations on  a
timely basis.

Terex has facilities at numerous geographic locations, which are  subject to  a
range of federal, state, local and foreign environmental laws and regulations. 
Compliance with these laws has, and will, require expenditures on a  continuing
basis.  See "Business -- Environmental Considerations."

As  described  in  "Business  --  Environmental  Considerations," Fruehauf  has
identified environmental exposures at a number  of Superfund  and other  sites,
and is currently participating in administrative or court proceedings involving
a number of these sites.  Many of the proceedings are at  a preliminary  stage,
and the total cost of remediation, the timing  and extent  of remedial  actions
which may be required, and the  amount of  Fruehauf's liability,  if any,  with
respect to these sites can not presently be estimated.    The Company  believes
that  it  could  have  contingent  responsibility  for  certain  of  Fruehauf's
liabilities with respect to Fruehauf's environmental matters if Fruehauf  fails
to discharge its  obligations, but  only to  the extent  that such  liabilities
arose during the time period during which Terex was the controlling stockholder
of Fruehauf.  The Company  believes that  Fruehauf's significant  environmental
liabilities  predate  Terex's  acquisition  of  Fruehauf,  and  therefore   any
contingent responsibility of the Company  is not  expected to  have a  material
adverse effect on the Company.

Foreign Operations

The  Heavy Equipment  Segment of  the Company  operates its  TEL subsidiary  in
Motherwell, Scotland.   Equipment  manufactured by  TEL is  distributed in  the
United States and around the world.  Unit Rig  maintains nine  owned or  leased
locations  outside of  the United  States for  parts distribution.   The  Heavy
Equipment Segment also imports certain new equipment from Japan for sale in the
U.S.

The Material Handling Segment operates divisions in Mulheim, Germany and Seoul,
Korea.  The German facility manufactures forklifts for  sale in  the European  
market.  The Seoul facility primarily  manufactures light  IC transaxles  which
are shipped to the Lexington, Kentucky facility, completed and sold in the U.S.
Fruehauf's international operations  include affiliates  and licensees  located
worldwide. 

Export sales from the Company's domestic operations were  $92.3 million,  $83.3
million, and $117.3 million in 1992, 1991, and 1990, respectively.  See Note  P
- --  "Business  Segment  Information"  in the  Company's Consolidated  Financial
Statements for December 31, 1992.

Recent Pronouncements

In November 1992,  the FASB  issued SFAS  No. 112,  "Employers' Accounting  for
Postemployment  Benefits."    This  pronouncement  establishes  accounting  and
reporting for the estimated cost of benefits provided by an employer to  former
or inactive employees after employment but before retirement.   In most  cases,
the Company believes that it already accounts for such benefits  on an  accrual
basis.    Therefore,  the  impact  of  adoption is  not anticipated  to have  a
significant  effect  on  the  Company's  financial  position   or  results   of
operations.  The Company will adopt this standard during the  first quarter  of
1994.


BUSINESS

General

Terex is a global provider of capital goods and equipment used  in the  mining,
commercial building, infrastructure, manufacturing and construction industries.
 Through its Heavy  Equipment Segment,  the Company  designs, manufactures  and
markets heavy-duty,  off-highway earthmoving,  construction, lifting,  material
handling  and aerial  lift equipment,  and related  components and  replacement
parts.   Such products  are used  primarily by  construction, mining,  logging,
industrial  and  government  customers  in  the  building  of  roads, dams  and
commercial  and  residential  buildings;  supplying  coal,  minerals, sand  and
gravel;  and  the  handling  of  materials  in  the  scrap,  refuse and  lumber
industries.

Through its Material Handling  Segment, the  Company is  engaged in  designing,
manufacturing  and    marketing  a  complete  line of  internal combustion  and
electric lift trucks, electric walkies, automated pallet trucks, industrial tow
tractors and related replacement parts.  Material Handling Segment products are
used  in  material handling  applications in  a broad  array of  manufacturing,
distribution  and  transportation industries.   The  Material Handling  Segment
consists of CMHC and certain  affiliate companies  which were  acquired by  the
Company on July 31, 1992 from  Clark Equipment  Company pursuant  to the  Clark
Acquisition.

Terex also owns an approximate  22.6% equity  interest in  Fruehauf.   Fruehauf
designs, manufactures and markets truck trailers, making a wide  range of  van,
refrigerated, platform, tank, dump trailer and other models, and related  parts
and  accessories.    Such products  are used  principally in  the trucking  and
transport industries.  This business was acquired in 1989.

For financial information about the Company's industry and geographic segments,
see Note  P --  "Business Segment  Information" of  the Company's  Consolidated
Financial Statements for December 31, 1992 as well as "Management's  Discussion
and Analysis of Financial Condition and Results of Operations."

The Company's long-term strategy has been,  and continues  to be,  to seek  out
acquisitions  in the  capital goods  industry where  aggressive management  can
achieve substantial improvements in profitability and cash flow.

In  an  effort to  reduce costs  and facilitate  administrative functions,  the
Company's administrative office in Green Bay, Wisconsin was  closed during  the
second quarter of 1993 and relocated to offices in Westport, Connecticut.

Material Handling Segment

Clark was acquired by the Company on July 31, 1992.  Clark is  a leading  North
American and European designer, manufacturer and marketer of a complete line of
IC  and  electric  lift  trucks,  electric  walkies,  automated pallet  trucks,
industrial tow tractors and related replacement parts. Clark's U.S.  operations
are  located   in  Lexington,   Kentucky,  Danville,   Kentucky  and   Horsham,
Pennsylvania.  Clark's international  operations are  located in  Mulheim-Ruhr,
Germany and Seoul,  Korea.   Clark also  owns a  state-of-the-art training  and
research  center  in  Lexington, Kentucky.   Clark's  products are  distributed
through  an  established global  dealer network  which includes  more than  440
locations.  Clark  has what management believes is the largest installed  fleet
in North America, with over 250,000 units.  It is estimated that  in excess  of
320,000 Clark trucks are presently in operation worldwide.   Historically,  80%
of  Clark's  revenues  have  been derived  from new  product sales  and 20%  of
revenues have been derived from supplying replacement parts to  the lift  truck
aftermarket.  Clark and its independent dealers sell to a  diversified base  of
customers  in  a  variety  of   industries.   Clark has  108 independent  North
American dealers who operate 252 outlets, with all 252 dealer outlets providing
both sales and servicing.  Clark's  European distribution  network consists  of
106  independent  dealers  and  three  company-owned  dealers  operating in  52
countries.

Clark products are sold through a system which  enables customers  to design  a
truck which meets their particular materials handling needs.  Customers can add
attachments  such  as  container handlers,  side shifters,  roll clamps,  block
handlers, carton clamps, push-pulls (slip-sheet) and fork  positioners.   Clark
also offers advanced electronics and software which  enables on-line  inventory
control and instantaneous truck diagnosis.   Clark and  its dealers  sell to  a
diversified customer base with no single customer accounting for  more than  2%
of Clark's revenues.

Clark currently offers 116 basic truck designs within six major product lines: 
  light  IC trucks  (1.0 to  5.0 tons),  heavy IC  trucks (5.5  to 47.5  tons),
narrow-aisle and very narrow-aisle trucks, electric counterbalanced trucks (1.3
to 6.0 tons), electric walkies and tow tractors.

Light  IC  trucks  are used  for general  warehousing needs  and are  generally
powered by liquid propane and well  suited for  manufacturing and  distribution
applications which require a high degree of maneuverability.   Heavy IC  trucks
are specialty products designed for use in  more demanding  situations such  as
heavy manufacturing or container handling applications.  Narrow-aisle and  very
narrow-aisle  trucks  provide  solutions  for  high density  storage needs  and
operate in six-to-eight foot aisles and reach heights of  more than  30 feet.  
Electric counterbalanced trucks  are designed  for indoor  use in  warehousing,
manufacturing,  distribution  and  other  applications  and  are  powered by  a
rechargeable electric battery.  For environmental reasons, electric trucks  are
becoming more popular.  Electric walkies are generally used in transporting and
order-selecting.  Tow tractors are units designed to pull one or more trailers.
 The largest market for tow tractors is for airport baggage handling.

The CLARK tradename is the leading North American brand of IC and electric lift
trucks,  with    major  competitive  brands  offered  by  Hyster-Yale,  Toyota,
Caterpillar, Crown and Raymond.  Clark's major European  competitors are  Linde
Group, Toyota, Fiat, Jungheinrich, Hyster-Yale and Caterpillar.

Clark's major suppliers include Samsung, Prime Mover, Mitsubishi, Hydroelectric
Lift Truck, General Electric, Kurdziel Iron and Lufkin Industries.  Current and
potential suppliers are evaluated on a regular basis on their  ability to  meet
Clark requirements and standards.

Following  the  Clark  Acquisition  in  July  1992,  Clark  began  implementing
initiatives intended to reduce its manufacturing  and operating  costs.   These
initiatives  have  included  and  will  continue  to  include consolidation  of
engineering, manufacturing and parts facilities.  Clark transferred  production
of its light IC lift truck  chassis from  Korea to  Lexington, Kentucky  during
1993.

Heavy Equipment Segment

Terex Division and Terex Equipment Limited

The historical business of Terex Division and TEL evolved during  more than  25
years of ownership by  General Motors  Corporation prior  to 1981.   The  Terex
Division and TEL are jointly hereinafter referred to as the "Terex Business."  
Terex Division's marketing  efforts in  the United  States serve  the needs  of
North,  Central  and  South  America,  while TEL  serves the  remainder of  the
international market.  TEL manufactures the products of the Terex Business.
There are  three principal  product lines  of the  Terex Business:  off-highway
rigid and articulated haulers, scrapers and wheel loaders.   A  "hauler" is  an
off-road dump truck with a capacity in excess of 25 tons.  Haulers produced  in
the Terex Business have capacities up to 120 tons.  A "scraper" is an  off-road
vehicle,  commonly  referred  to as  an "earth  mover," that  loads, moves  and
unloads large quantities of soil for site preparations, including roadbeds.   A
"wheel loader" is a vehicle  that loads  materials onto  trucks, conveyors  and
similar  equipment.    These  products  perform  a  wide  range of  earthmoving
functions in open pit mining and in many types of heavy construction, including
highway,  dam  and  waterway  construction;  commercial  and  industrial   site
preparation;  general  land  improvement  and  real  estate  development;   and
structural renovation and replacement.  The Terex  Business's main  competitors
are Caterpillar, VME Group, Komatsu and Dresser.

The Company has substantially restructured  the Terex  Business operations  by:
(i) eliminating all manufacturing operations at the Hudson, Ohio facility  that
it formerly leased; (ii) consolidating virtually  all manufacturing  operations
into TEL's manufacturing facility in  Motherwell, Scotland;  and (iii)  selling
excess inventory.  The Company has increased production of  the Terex  Business
since its  acquisition in  1987 without  expanding the  Motherwell facility  or
significantly increasing administrative costs. 

In 1987, TEL entered into a joint venture agreement with Second Inner  Mongolia
Machinery Company for the production of haulers in  China.   The joint  venture
company, North  Hauler Limited  Liability Company,  manufactures heavy  trucks,
principally used in mining, at a facility in Baotou,  Inner Mongolia,  People's
Republic of China.  The joint venture began producing units in late 1990.

Unit Rig

On July 15, 1988, the Company purchased certain domestic and foreign assets and
operations of Unit Rig & Equipment Co.  ("URECO"), primarily through Unit  Rig,
Inc.,  a  wholly-owned  subsidiary  of  the  Company.    Unit  Rig,  Inc.   was
subsequently merged into Terex, and now  operates as  the Unit  Rig Division.  
Unit Rig is headquartered in Tulsa, Oklahoma.

URECO pioneered the development of the diesel electric drive, rear dump hauling
truck for use in open pit mining operations.  Extensive experience acquired  in
applications  of  high  horsepower  diesel  engines and  electric machinery  on
drilling rigs encouraged URECO to develop a  new line  of mining  trucks.   The
trucks' power came from a diesel  engine driving  a generator  which, in  turn,
provided power for individual electric motors in each of the rear wheels.   The
prototype truck was completed in 1960 and the first  production models  entered
service in 1963.  The truck gained market share steadily because of its greater
capacity  and  reliability over  conventional mechanical  power-train trucks.  
While mechanical trucks were limited by the capacity of their transmissions and
axles to loads of 65 tons, Unit Rig's trucks could at that time carry loads  up
to 85 tons.  Unit Rig's current LECTRA HAUL product line consists  of a  series
of rear dump hauler trucks, with current payload capacities ranging from 100 to
240 tons, and bottom dump haulers with capacities of 180 to 270 tons.

In 1984, URECO purchased the Dart line of  wheel loaders  and mechanical  drive
haulers.  This product line consists of the  Dart 600C  mechanical drive  wheel
loader which has a bucket capacity up to 23 cubic  yards and  rear dump  trucks
ranging  in  capacity from  85 to  130 tons.   The  Dart line  also includes  a
tractor-trailer bottom dump hauler with capacities from 120 to 160 tons.

The present principal markets for Unit Rig products are copper, gold, coal  and
iron mines.   Currently, Unit  Rig's major  customers are  mining companies  in
North and South America, Africa, Australia and other  countries overseas,  with
Unit Rig's foreign sales, including those in Canada, accounting for over 70% of
its revenues.

Unit Rig's largest competitors are Caterpillar, Komatsu and Dresser.

Koehring Cranes & Excavators

Koehring Cranes & Excavators, Inc. was established as a wholly-owned subsidiary
of  the  Company  to  acquire  certain assets  and operations  included in  the
construction equipment group of AMCA  International Limited.   This  subsidiary
was merged into Terex  and now  operates as  the Koehring  Cranes &  Excavators
Division.  Koehring, headquartered in Waverly, Iowa, designs, manufactures  and
markets a broad line of hydraulic excavators and  hydraulic telescoping  cranes
sold under the well recognized trade names of KOEHRING and LORAIN.   Koehring's
hydraulic  excavators  are  used  for  certain  sewer,  water  and  underground
excavation  applications,  as  well as  certain specialty  applications in  the
logging and scrap industries.  Hydraulic telescoping cranes are primarily  used
for construction and industrial applications.

Koehring's largest competitors in the  hydraulic excavator  market are  Komatsu
and Caterpillar.  Koehring has two principal competitors in the hydraulic crane
market -- Grove Manufacturing and PPM Cranes.

Mark Industries

On December 10, 1991, the Company acquired substantially  all operating  assets
of Mark Industries.  Mark is engaged in the manufacture and sale of aerial lift
equipment:  scissor lifts, boom lifts and a full  line of  replacement parts.  
Scissor lifts and boom lifts are used for repair, maintenance and  construction
of buildings, manufacturing facilities and equipment.  These lifts are used for
a wide spectrum of industrial applications, such as installation and repair  of
electrical and plumbing fixtures, drywall and  ceiling installation,  cleaning,
repair and painting of production  equipment, refineries,  chemical plants  and
aircraft maintenance, in addition to common construction tasks such as  siding,
insulation and structural member installation.  

Mark was subsequently merged into Terex and operates as a division  of Terex.  
Mark was relocated to the Koehring facilities in Waverly, Iowa  during 1992  in
order  to  more  effectively  utilize existing  capabilities and  manufacturing
facilities at the Waverly location.

Mark's largest competitor in the aerial lift industry is JLG Industries. 

Northwest Engineering Company

The  Company's  Northwest Engineering  Company ("Northwest  Engineering"),   is
located in  Waverly, Iowa, and is operated by Koehring.  The Company  continues
to sell the products that established it in the construction machinery industry
over  70  years  ago.     Northwest  Engineering's   products  are   considered
"duty-cycle"  machines,  designed  and  constructed  for  constant   heavy-duty
operation under demanding conditions in applications such as scrap  processing,
material handling, dredging  and aggregate  mining, using  magnets, clam  shell
buckets and drag  bucket options.   Dragline  operations usually  consist of  a
large scoop type bucket being dragged across the bottom of  a pit  to load  the
bucket  with  sand, gravel  or other  material.   The material  is then  either
stockpiled  for later  use or  sale or  loaded for  transportation.   Clamshell
operations consist of a large  bucket with  two halves  that can  be opened  or
closed  with  use  of a  cable.   Material can  be mined,  moved to  or from  a
stockpile, or loaded to or from transportation utilizing a clamshell.  The sale
of  replacement  parts  for  Northwest  Engineering  products  constitutes   an
important  part  of  the  Northwest  Engineering  business.    Because  of  the
durability and relatively high cost of replacing such machines, many users seek
to repair rather than replace them.

Northwest Engineering's competitors include Link Belt, American and Manitowoc.

BCP Construction Products

The Company's BCP Construction Products Division, located in Waverly, Iowa  and
operated  by  Koehring,  is  engaged  in  the  sale  of  replacement parts  for
construction   machinery    formerly   produced    by   Bucyrus-Erie    Company
("Bucyrus-Erie").    A  significant  portion  of the  Company's acquisition  of
certain  assets of  the Construction  Machinery Division  of Bucyrus-Erie  (the
"Bucyrus Acquisition") related to this replacement  parts business.   For  many
years,  Bucyrus-Erie  produced a  variety of  construction machinery  products,
including  hydraulic  truck cranes,  draglines, clamshells  and other  products
which continue in active use today.

Additionally, the Company  acquired the  right to  produce the  DYNAHOE in  the
Bucyrus Acquisition.  The DYNAHOE models 290K and 490K  backhoe  / loader  will
dig up to 19 feet, which is the deepest in the industry.  The  DYNAHOE is  used
primarily  for  underground  excavation  in  connection with  water, sewer  and
electrical utility installations.  The DYNAHOE offers a major benefit in  large
metropolitan markets because, as opposed to excavators, it  operates without  a
tail swing, the absence of which permits the DYNAHOE to  operate in  restricted
space.    Similar,  although    smaller,  excavating  units  are  produced   by
competitors such as J. I. Case Company (a  subsidiary of  Tenneco), John  Deere
and Caterpillar.

Fruehauf Trailer Corporation

On July 14, 1989, the Company, through  Fruehauf, acquired  certain assets  and
assumed certain liabilities related to the trailer and  maritime businesses  of
Fruehauf Corporation.  Fruehauf is a Delaware corporation which, prior to  July
1991,  was wholly-owned  by Terex  Holdings Corporation  ("Terex Holdings"),  a
Delaware corporation which, in turn, was wholly-owned by the Company.  In  July
1991, Fruehauf completed a recapitalization and consummated the Fruehauf IPO.  
Because Terex Holdings and  Fruehauf were  wholly-owned prior  to the  Fruehauf
IPO,  the  Company  consolidated  the  financial  results  of  Fruehauf in  its
financial statements.  Following the Fruehauf IPO and as of December 31,  1991,
the Company owned approximately 42% of the outstanding  Fruehauf common  stock,
and retained voting control of more than 50% of  Fruehauf's outstanding  common
stock  through  a voting  trust with  the Company's  principal stockholder  and
certain  individuals,  who  together  owned  approximately  21%  of  Fruehauf's
outstanding  common stock.  As a  result, the  Company consolidated  Fruehauf's
financial results with those of the  Company for  financial reporting  purposes
during 1991, and the financial  interests of  Fruehauf's minority  stockholders
were reflected on the financial statements of the  Company.   The voting  trust
terminated during 1992 and, as a result of the Fruehauf Restructuring described
below, the Company's direct ownership of Fruehauf was reduced to  approximately
26% and, accordingly, the Company presently accounts for its ownership interest
in Fruehauf  using the  equity method.   The  Company's consolidated  financial
statements contained  in this  Prospectus are  presented giving  effect to  the
deconsolidation of Fruehauf as of January 1, 1992.

Fruehauf  is headquartered  in Southfield,  Michigan and   is  a United  States
manufacturer  and  marketer  of truck  trailers and  related parts  and has  an
international  presence  through its  foreign license  arrangements and  export
sales.  Fruehauf currently markets its products through a distribution  network
of 32  company-owned branches  dedicated to  new trailer  and replacement  part
sales, purchasing and  selling used  trailers, and  performing maintenance  and
repair services, and a network of approximately  250 independent  dealers.   In
addition,  Fruehauf  currently  owns  various  interests  in  foreign   trailer
manufacturers, including an equity interest in SESR,  Europe's largest  trailer
manufacturer, as well as  interests in  trailer manufacturers  in Japan,  South
Africa and Mexico.  Fruehauf generates royalty income from licensing  trademark
and patent rights to foreign trailer  manufacturers, including  those in  which
Fruehauf has an equity interest.

On August 20, 1993, Fruehauf entered into agreements with its existing lenders,
a new lender and a number of  investors which  resulted in  a restructuring  of
existing debt, and provided for a  new $25  million credit  facility and  $20.5
million of new equity (the "Fruehauf Restructuring").  The $25  million of  new
credit is in the form of an inventory and receivables revolving credit facility
provided by Congress Financial Corporation.  The  $20.5 million  of new  equity
arose from the private placement of approximately 7,841,000 shares of  Fruehauf
common stock at $1.50  per share  and approximately  $8,783,000 of  convertible
subordinated debt.  The convertible subordinated debt has since been  converted
into approximately 5,855,000 additional shares of  Fruehauf common  stock.   As
part of the restructuring, Terex agreed with Fruehauf  to accept  approximately
2,251,000  shares of  Fruehauf common  stock in  satisfaction of  approximately
$13.5 million of  indebtedness of  Fruehauf owed  to Terex,  which shares  were
issued to the Company on December 23, 1993.  As a result  of the  restructuring
and  financing  transactions,  Terex's  ownership  of  Fruehauf  decreased   to
approximately  26%.   In December  1993 the  Company sold  1,000,000 shares  of
Fruehauf  common stock,  reducing its  ownership of  Fruehauf to  approximately
22.6%.  The net proceeds of such sale, approximately $3.0 million, will be used
by the Company to offer to purchase Secured Notes in the second quarter of 1994
pursuant to the indenture for the Secured Notes.

The Fruehauf Restructuring was completed following a period of severe liquidity
constraints  which  adversely  affected  Fruehauf's operations.   The  Fruehauf
Restructuring  was consummated  to fund  its turnaround  plan (the  "Turnaround
Plan").  Key elements of  the Turnaround  Plan which  Fruehauf is  implementing
include  reductions  of  fixed  costs  to lower  Fruehauf's break-even  levels,
obtaining  access  to  sufficient  working  capital  and   vendor  credit   and
restructuring  of  bank  credit  facilities.    Actions  contemplated  by   the
Turnaround Plan  include further  reduction of  excess manufacturing  capacity,
deemphasis of vertical integration and rationalization of Fruehauf's management
infrastructure  to  levels  more  appropriate for  Fruehauf's current  business
volume.

Environmental Considerations

The Company generates hazardous and nonhazardous wastes in the normal course of
its  operations.   As  a result,  the Company  is subject  to a  wide range  of
federal, state, local and foreign environmental laws and  regulations that  (i)
govern activities or operations that  may have  adverse environmental  effects,
such as discharges to air and water, as well as handling and disposal practices
for hazardous and nonhazardous wastes, and (ii) impose liability for the  costs
of  cleaning up,  and certain  damages resulting  from, sites  of past  spills,
disposals or other releases of hazardous substances.  Compliance with such laws
and  regulations  has,  and  will,  require expenditures  by the  Company on  a
continuing basis.

Fruehauf is  contingently liable  for portions  of remedial  costs at  numerous
off-site waste disposal sites including those previously used by operations  of
Fruehauf's predecessor.  Fruehauf has received notice that it  is considered  a
"Potentially Responsible Party" under the Comprehensive Environmental Response,
Compensation, and Liability Act or other similar state laws at approximately 20
Superfund   sites   and  has   also  identified   environmental  exposures   at
approximately 26 other sites not designated as  Superfund sites.   The  Company
believes that it could have contingent responsibility for certain of Fruehauf's
liabilities with respect to Fruehauf's environmental matters if Fruehauf  fails
to discharge its obligations, to the extent that such liabilities arose  during
the time period during which Terex was the controlling stockholder of Fruehauf.
 The  Company believes  that Fruehauf's  significant environmental  liabilities
predate  Terex's  acquisition  of  Fruehauf,  and   therefore  any   contingent
responsibility of the Company is not expected to have a material adverse effect
on the Company.

Research and Development

The Company maintains an engineering staff at  several of  its locations  which
designs new products and improvements in existing  product lines.   Such  costs
incurred in  the development  of new  products or  significant improvements  to
existing products amounted to $11.8 million, $6.7 million and  $4.0 million  in
1993, 1992 and 1991, respectively.

Materials

Principal materials used by the Company in its various manufacturing  processes
include steel, castings, engines, tires, electric  controls and  motors, and  a
variety of other fabricated or manufactured  items.   In the  absence of  labor
strikes or other unusual circumstances,  substantially all  such materials  are
normally available from multiple suppliers.

Seasonal Factors

Given that the Company markets a large portion of its products in North America
and Europe, its sales of  heavy  equipment during  the fourth  quarter of  each
year (i.e., October through December) to the construction industry are  usually
lower than sales of such equipment during each of the first  three quarters  of
the year because of the adverse effect of inclement winter  weather.   However,
sales of heavy equipment to the  mining industry,  as well  as sales  of   lift
trucks, are generally less affected by such seasonal factors.

Distribution

The Heavy Equipment Segment, other than Unit  Rig, markets  its products,  both
original equipment and repair parts, generally through  a worldwide  dealership
network.  Unit Rig distributes its products and services directly to  customers
through its own distribution system.

The  Company's  heavy  equipment  dealers  are  independent  businesses   which
generally  serve the  construction, mining,  timber and/or  scrap industries.  
Although these dealers carry products of a variety of manufacturers, and may or
may not carry more than one of the  Company's products,  each dealer  generally
carries only one manufacturer's "brand" of each  particular type  of product.  
The  Company  employs  sales  representatives  who service  these dealers  from
offices located throughout the world.

Clark markets  both original  equipment and  parts through  a worldwide  dealer
network.    Clark  dealers generally  market the  full Clark  product line  and
maintain  comprehensive  service  capabilities.    Clark dealers  do not  offer
products competitive with any Clark product.  Clark operates  a dealer  service
organization designed to coordinate sales and  promotional activities,  provide
ongoing dealer training and facilitate dealer communications.

Backlog

The Company's backlog as of December 31, 1993 and 1992 was as follows:

                                             December 31,
                                         1993           1992
                                       (in millions of dollars)
            Heavy Equipment          $  80.7        $  85.4
            Material Handling          152.7           83.2
                 Total               $ 233.4        $ 168.6

As described above under "Material Handling Segment," Clark was acquired by the
Company on July 31, 1992.

Substantially all of the Company's  backlog orders  are expected  to be  filled
within one  year, although  there can  be no  assurance that  all such  backlog
orders will be filled within that time period.   The  Company's backlog  orders
pertain primarily to new equipment orders.  Parts orders  are primarily  filled
on an as-ordered basis.

Competition

The Company is recognized as a significant competitor in the market for cranes,
scrapers, large capacity haulers, and aerial lift equipment, but the Company is
not  a  dominant  manufacturer  in  the heavy  equipment industry.   The  heavy
equipment industry is dominated in most  segments by  large, diversified  firms
with  much  broader  product  lines  and  greater financial  resources such  as
Caterpillar, Dresser Industries and Komatsu.  The Company also competes with  a
number of specialty  firms.   The products  of such  specialty firms  generally
compete directly with one or more of the Company's product lines.

Clark produces the  leading lift  truck brand  in North  America, although  the
brand names of Hyster and Yale  combined produce  more lift  trucks annually.  
Other major North American competitors include  Toyota, Caterpillar and Komatsu
in both IC and electric riders, and Crown and Raymond in electric riders alone.
 In Europe, Clark competes with  Linde Group,  the European  market leader,  as
well as Hyster-Yale, Toyota and Fiat.   Clark also  competes with  a number  of
specialty firms.

Patents, Licenses and Trademarks

Several of the trademarks and trade  names of  the Company,  in particular  the
TEREX,    KOEHRING, LORAIN,  UNIT RIG,  MARKLIFT, DYNAHOE,  CLARK, DREXEL,  and
POWRWORKER trademarks, are important  to the  business of  the Company.     The
Company  owns  and  maintains  trademark  registrations in  countries where  it
conducts business, and monitors the status  of its  trademark registrations  to
maintain them in force and to renew them as required.  The  Company also  takes
steps, including legal action, to protect its trademark and  trade name  rights
when circumstances warrant such action.

Employees

As  of  December  31, 1993,  the Company  had approximately  2,930 employees.  
Approximately 40% of the Company's employees  are represented  by labor  unions
which have entered into various separate collective bargaining agreements  with
the Company.  Although the Company has experienced labor strikes  in the  past,
the Company considers its relations with its personnel to be good.

Financial Information about Industry and Geographic Segments, Export Sales  and
Major Customers

Information regarding foreign and  domestic operations,  export sales,  segment
information and major  customers is  included in  Note P  -- "Business  Segment
Information" in the Notes to the Consolidated Financial Statements for December
31, 1992.

Properties

The following table outlines the principal manufacturing, warehouse and  office
facilities owned or leased by the Company and its subsidiaries:

Entity              Facility Location        Type and Size of Facility

                         The  Heavy Equipment Segment
Terex
 (Distribution
 Center)            Southaven, Mississippi * Warehouse and light manufacturing
                                               505,000 sq. ft.
Unit Rig **         Tulsa, Oklahoma          Manufacturing and office
                                               325,000 sq. ft.
Koehring            Waverly, Iowa            Manufacturing, warehouse and
                                               office 383,000 sq. ft.
Koehring            Waterloo, Iowa           Manufacturing and office
                                               66,000 sq. ft.
TEL                 Motherwell, Scotland     Manufacturing, warehouse and
                                               office 714,000 sq. ft.

                        The  Material Handling Segment

CMHC                Lexington, Kentucky *    Manufacturing, warehouse and
                                               office 372,600 sq. ft.
CMHC                Lexington, Kentucky      Training and research and
                                               development 43,000 sq. ft.
CMHC                Danville, Kentucky       Manufacturing, utility and
                                               office 84,800 sq. ft.
Drexel
 Industries ***     Horsham, Pennsylvania    Manufacturing 55,000 sq. ft.
CMHC                Lexington, Kentucky*     Office 64,600 sq. ft.
CMHC                Lexington, Kentucky*     Office 1,900 sq. ft.
CMHC                Lexington, Kentucky*     Warehouse 59,500 sq. ft.
CMHC                Chicago, Illinois*       Warehouse and office 11,100 sq.
ft.
Clark Germany       Mulheim-Ruhr, Germany    Manufacturing, engineering, power
                                             generation, maintenance and office
                                             255,430 sq. ft.
Clark Germany       Saarn, Germany           Warehouse 430,000 sq. ft.
Clark Forklift
 Korea
 Incorporated       Seoul, South Korea       Manufacturing and office
                                              13,764 sq. ft.
Clark Forklift
 Korea
 Incorporated       Banwael, Korea           Manufacturing and office
                                              40,000 sq. ft.

*    This facility is either leased or subleased by the indicated entity.
**   Unit Rig also has 10 owned or leased locations for parts distribution
and rebuilding of components, of which two are in the United States, two are in
Canada and six are abroad.
***  Drexel Industries, Inc. is an indirect subsidiary of Terex and an
affiliate of CMHC.

Clark also operates seven sales and service branch locations, all of which  are
leased.    The  branch  facilities  consist  of  office and  service space  and
generally range in size from 1,500 to  3,100 square  feet per  facility.   Such
branch facilities are suitable and adequate for Clark's use.

The properties listed above are suitable and adequate for the  Company's use.  
The  Company  has  determined  that  certain  of  its  properties  exceed   its
requirements.   Such  properties may  be sold,  leased or  utilized in  another
manner and have been excluded from the above list.

Legal Proceedings

In October 1992, a Class Action complaint was  filed purportedly  on behalf  of
all persons who purchased Terex Common Stock during the period from January  2,
1990  through  October  5,  1992  (the "Period")  against the  Company and  its
Chairman.  This suit sought unspecified compensatory and  punitive damages  and
alleged,  among  other  things,  that  (i)  the Company  engaged in  fraudulent
accounting practices, improper reporting of taxes and  the illegal  manufacture
of  missile  launchers  for  Iraq  and  (ii)  the  Company's  Annual Report  to
Shareholders and its Commission reports on Forms  10-K and  10-Q issued  during
the Period contained materially false  figures for  assets, liabilities  and/or
shareholders' equity. A motion to dismiss the action filed by  the Company  was
granted in September 1993.  The plaintiff was granted an extension  of time  to
file an amended complaint;  however, the  plaintiff determined  not to  proceed
with the action.  As a result, this action is no longer pending.

In December 1992, a separate Class Action  complaint was  filed purportedly  on
behalf of all persons who  purchased Fruehauf  common stock  during the  period
from June 28,  1991 through  December 4,  1992 against  Fruehauf, the  Company,
certain  of Fruehauf's  officers and   directors,   namely,  Randolph W.  Lenz,
Marvin B. Rosenberg, Arthur E. Rowe, G. Chris Andersen and Raymond J.  Dempsey,
and  certain of  the underwriters  of the  Fruehauf IPO,  namely, Paine  Webber
Incorporated, Alex. Brown & Sons, Incorporated  and Wertheim  Schroeder &  Co.,
Incorporated,  in  the  United  States  District  Court,  Eastern  District  of
Michigan,  Southern  Division,  seeking unspecified  compensatory and  punitive
damages. The complaint alleges, among other  things, that,  in connection  with
the Fruehauf IPO, the defendants  misrepresented Fruehauf's  liquidity and  the
status  of compliance  with Fruehauf's  credit facilities  at the  time of  the
Fruehauf IPO.   This action  is at  a very  early stage;  however, the  Company
believes that the claims are without merit and that they have valid defenses to
the claims made.   The Company has  not recorded  any loss  provision for  this
litigation.

The Company is involved in other various legal  proceedings, including  product
liability and workers' compensation liability matters, which have arisen in the
normal course of its operations.  Management believes that the final outcome of
such  matters  will  not  have  a  material  adverse  effect  on the  Company's
consolidated financial position.

MANAGEMENT

Executive Officers and Directors

The following individuals are currently directors of the Company:

                                       Positions and           First Year
    Name                Age         Offices with Company    Elected Director

Randolph W. Lenz       47       Chairman of the Board,           1983
                                Chief Executive Officer
                                and Director

Ronald M. DeFeo        41       President, Chief Operating       1993
                                Officer and Director

Marvin B. Rosenberg    53       Senior Vice President,           1992
                                General Counsel,
                                Secretary and Director

G. Chris Andersen      55       Director                         1992

Bruce I. Raben         40       Director                         1992

David A. Sachs         34       Director                         1992

Adam E. Wolf           79       Director                         1983

Mr. Lenz joined the Company as Chairman of the Board and a director  in 1983.  
Mr. Lenz also served as Chairman of the Board and a director  of Fruehauf  from
its acquisition in  1989 until  August 1993.   He  joined Terex's  predecessor,
Northwest Engineering, as Chairman  of the  Board and  a director  in 1983  and
continues to serve in such capacities with Terex.   In addition,  Mr. Lenz  has
also been the Chairman of the Board and a director of CBC Bancorp, Inc., a bank
holding company, since 1992.

Ronald M. DeFeo became a  director of  the Company  in 1993  and was  appointed
President and Chief Operating Officer of the Company on  October 4,  1993.   He
has also served as the President of Clark  since May  1993.   Prior to  joining
Terex  on  May 1,  1992 and  serving as  President of  Terex's Heavy  Equipment
Segment, Mr. DeFeo was a Senior Vice President of J.I. Case  Company, the  farm
and  construction equipment  division of  Tenneco Inc.,  and also  served as  a
Managing Director of Case Construction Equipment throughout Europe.   While  at
J.I. Case, Mr. DeFeo was also a Vice President of  North American  Construction
Equipment Sales and General Manager of Retail Operations.

Mr. Rosenberg was appointed a director of the Company in 1992 and was appointed
as Senior Vice President of  the Company  effective January  1, 1994.   He  has
served  as  Secretary  and  General Counsel  of the  Company since  1987.   Mr.
Rosenberg was  also appointed  a director  of Fruehauf  in 1992  and served  as
Secretary of Fruehauf since it was organized in March 1989 until August 1993.  
Since  1987,  he  has  also been  General Counsel  of KCS  Industries, L.P.,  a
Connecticut limited partnership  ("KCS"), an  entity that,  until December  31,
1993, provided administrative, financial, marketing, technical, real estate and
legal services to the Company and its subsidiaries. Previously,  for 15  years,
he had  been General  Counsel for,  and a  partner of,  Cambridge Research  and
Development Group, a company engaged in the commercialization of new technology
and the acquisition and operation of industrial companies.

Mr. Andersen was appointed director  of the  Company in  1992 and  served as  a
director of Fruehauf from July 1991 until August 1993.  Mr.  Andersen has  been
Vice Chairman of PaineWebber Incorporated  ("PaineWebber") since  March 1990.  
Prior to joining PaineWebber, Mr. Andersen was Managing Director for nine years
of  Drexel  Burnham  Lambert  Incorporated  ("Drexel  Burnham"), an  investment
banking firm which filed for protection under Chapter 11 of  the United  States
Bankruptcy  Code  in  1990.   Mr.  Andersen is  a director  of Sunshine  Mining
Company.

Mr. Raben was appointed director of the Company in 1992.  Since 1990, Mr. Raben
has  been an  Executive Vice  President and  Co-Head of  the Corporate  Finance
Department at Jefferies.  Mr. Raben was employed by Drexel Burnham from 1978 to
1990 where he served in various capacities including Managing Director.

Mr.  Sachs  was  appointed director  of the  Company in  1992 and  served as  a
director of Fruehauf from November 1992 to March 1993.  Mr.  Sachs is  employed
at TMT-FW, Inc., an affiliate of Taylor & Co., a private investment firm  based
in Fort Worth, Texas.  TMT-FW,  Inc. is  one of  two general  partners of  EBD,
L.P., which is the sole general partner of The Airlie Group  L.P. ("Airlie").  
At TMT-FW, Inc., Mr.  Sachs is  engaged in  the investment  activities of  both
Airlie and Taylor & Co.  Prior to joining TMT-FW, Inc. in 1990,  Mr. Sachs  was
employed by Columbia Savings and Loan Association from  1984 to  1990 where  he
served in various capacities, including Executive Vice President.

Mr.  Wolf  became  a  director  of  the Company  in 1983.   Mr.  Wolf has  been
principally self-employed as an attorney throughout his career.

The following table sets forth, as of January 1, 1994, the respective names and
ages of the Company's executive officers indicating all  positions and  offices
held by each such person.

Name                          Age            Positions and Offices Held

Randolph W. Lenz              47             Chairman of the Board and
                                             Chief Executive Officer

Ronald M. DeFeo               41             President and Chief Operating
                                             Officer

David J. Langevin             42             Executive Vice President

Marvin B. Rosenberg           53             Senior Vice President, General
                                             Counsel and Secretary

Ralph T. Brandifino           48             Senior Vice President and Chief
                                             Financial Officer

For information regarding Messrs. Lenz, DeFeo and Rosenberg, refer to the table
listing directors above.

David J.  Langevin became  Executive Vice  President of  the Company  effective
January 1, 1994 and had been appointed Acting  Chief Financial  Officer of  the
Company on March 9, 1993.  He  has been  employed as  a Vice  President of  KCS
since 1988.  Prior to KCS,  Mr. Langevin  was an  employee of  Ernst &  Whinney
(currently Ernst & Young) where he became a partner in 1986.

Ralph T. Brandifino was appointed to the position of Senior Vice President  and
Chief Financial Officer on December 6, 1993.  Mr. Brandifino was previously the
Chief Financial Officer at the Long Island Lighting Company  from 1987  through
1993,  previous  to  which  he  served as  Chief Financial  Officer at  Chicago
Pneumatic Tool Company, a capital goods manufacturer. 

Executive Compensation

Summary Compensation Table

The Summary Compensation Table below shows the compensation for the past  three
fiscal  years  of  the  Company's  Chief  Executive Officer  and its  executive
officers with 1993 earned qualifying compensation in excess of $100,000.

                                                        Long-Term   
   Name and      Year   Salary    Bonus      Other     Options/SARS  All Other 
   Principal             ($)       ($)        ($)          (#)     Compensation
   Position                                                             ($)     

Randolph W.       1993  483,508      -         -            -            -
Lenz, Chairman    1992  486,000      -         -            -            -
of the Board      1991  473,262      -         -            -            -
and Chief                                                                       
Executive                                                                       
Officer(1)                                                                      
                                                                    
Ronald M.         1993  237,500   60,000  214,604(5)        -         3,148(6)
DeFeo,            1992  135,385   66,666       -          20,000         -
President and	    1991     -       -           -            -            -
Chief Operating
Officer(2)
                                                                    
Ralph T.          1993  16,913      -       648(7)          -            -
Brandifino,       1992     -        -          -            -            -
Senior Vice       1991     -        -          -            -            -
President and
Chief Financial
Officer(3)
                                                                                
                                                                                
Gary D. Bello,    1993  125,000     -          -            -        284,664(8)
President,        1992  122,500  125,100       -            -            710(6)
Material          1991   -          -          -            -            -
Handling
Segment(4)                                                                    


(1)  In conjunction with the proposed termination of the Company's management
agreement with KCS, Mr. Lenz, together with Messrs. Langevin and Rosenberg (who
became  employees of  the Company  on January  1, 1994),  will receive  certain
securities  of  the  Company,  subject  to  the  approval   of  the   Company's
stockholders.  See "Certain Transactions."
(2)  Mr. DeFeo joined Terex on May 1, 1992.
(3)  Mr. Brandifino joined Terex on December 6, 1993.
(4)  Mr. Bello joined Terex as an executive officer on July 31, 1992 when the
Company completed the Clark Acquisition.  Mr. Bello terminated his service with
the  Company  effective  May  7,  1993.    CMHC and  Mr. Bello  entered into  a
termination agreement which provided for a lump sum termination payment to  Mr.
Bello by CMHC of $300,000 and which provided Mr. Bello  with certain  benefits,
including medical benefits, life insurance coverage, use of  an automobile  and
outplacement services, through May 7, 1994.
(5)  Relocation payments.
(6)  Company's matching contribution to defined contribution plan account.
(7)  Automobile allowance.
(8)  Includes $281,538 termination payment (net of certain reimbursements to
the  Company)   and  $3,126   Company's  matching   contributions  to   defined
contribution plan account.

Option Grants in 1993

The table below summarizes options granted during 1993 to  the named  executive
officers listed in the Summary Compensation Table.

                                                                Potential     
                                                           Realizable Value   
                                                           at Assumed Annual  
                                                            Rates of Stock    
                  Individual Grants                        Price Appreciation
                                                           for Option Term
                                                                              
Name            Options  % of Total  Exercise  Expiration    5%($)    10%($)
               Granted    Options     Price       Date                        
                 (#)     Granted to                                           
                         Employees                                            

Randolph W.        -          -         -           -          -        -
Lenz                                                                          

Ronald M.       10,000       42%      $8.375    11/30/03    52,670   133,476
DeFeo                                                                         

Ralph T.           -          -         -           -          -        -
Brandifino                                                                    

Gary D. Bello      -          -         -           -          -        -


In May 1986, the stockholders approved an incentive stock option plan  covering
key management employees.  As further amended by action of the stockholders and
the  Board of  Directors, 395,354  shares of  the Company's  Common Stock  were
available for purchase pursuant to options granted or to be  granted under  the
plan.  The exercise price approximates the current market price at the time  of
the grant.  Employees vest in options granted ratably over three years from the
date of grant.

Aggregated Option Exercises in 1993 and Year-End Option Values

The table below summarizes options exercised  during 1993  and year-end  option
values  of  the named  executive officers  listed in  the Summary  Compensation
Table.
                                                                   Value of
                                                  Number of       Unexercised   
                                                 Unexercised     In-the-Money   
                                                  Options at      Options at    
                                                 Year-end (#)    Year-end ($)  
                                                                                
                                                                                
                     Shares
                   Acquired on        Value     Exercisable/     Exercisable/
Name                Exercise       Realized($)  Unexercisable    Unexercisable
                                                                                
Randolph W. Lenz        -               -               -              -

Ronald M. DeFeo         -               -         6,667/23,333       - / -

Ralph T.                -               -               -              -
Brandifino                                                                      

Gary D. Bello           -               -               -              -


Pension Plans

The  Company maintains  numerous defined  benefit pension  plans covering  most
domestic  employees, including  certain officers  of the  Company.   Retirement
benefits for the plans covering the salaried employees are  based primarily  on
years of service and employees' qualifying compensation during the final  years
of employment.

Mr. Lenz and Mr. DeFeo participate in the Terex Corporation Salaried Employees'
Retirement Plan  (the "Plan").   Mr.  Brandifino does  not participate  because
participation  in  the  Plan  was  frozen  as  of  May  7, 1993,  prior to  Mr.
Brandifino's employment with the Company.  Mr. Bello, as an employee of  Clark,
a subsidiary of the Company, was not a participant in the Plan nor is any other
employee of Clark.  Clark employees  do not  participate in  a defined  benefit
retirement plan.

Participants of the Plan with five or more years of eligible service are  fully
vested and entitled to annual pension benefits beginning at age 65.  Retirement
benefits under the Plan are determined based on 1.02% of final average earnings
plus .71% of such compensation in  excess of  amounts shown  on the  applicable
Social Security Integration Table for  participants born  prior to  1938.   For
participants born during 1938-1954, the formula  is modified  by replacing  the
1.02% and .71% figures with  1.08% and  .65%, respectively.   For  participants
born  after  1954, the  formula is  modified by  replacing the  1.02% and  .71%
figures with 1.13% and .60%, respectively.  Service in  excess of  25 years  is
not recognized.  There is no offset for primary Social Security.

Participation in the Plan was frozen as of May  7, 1993,  and no  participants,
including Mr. Lenz and Mr. DeFeo, will be credited with service following  such
date, except that participants not fully vested, including Mr.  DeFeo, will  be
credited with service for purposes of determining vesting  only.   Mr. Lenz  is
already  fully  vested.    The  annual  retirement benefits  payable at  normal
retirement age under the Plan will be $31,530 for Mr. Lenz and  $4,503 for  Mr.
DeFeo (assuming full vesting).

PRINCIPAL STOCKHOLDERS

The following table  sets forth  certain information  regarding the  beneficial
ownership  of the  Common Stock  by each  person known  by the  Company to  own
beneficially more than  5% of  the Company's  Common Stock,  each director  and
executive officer of the Company, and all directors and executive officers as a
group, as of January 1, 1994.

                                       Amount           Percent
Name and Address                    Beneficially           of
of Beneficial Owner                     Owned            Class  

Randolph W. Lenz(1)                  5,061,537 (3)       49.13%
 c/o Terex Corporation
500 Post Road East
Westport, CT  06880

The Airlie Group L.P.(2)               965,000 (4)        9.29%
201 Main Street
Fort Worth, TX  76102

Dort A. Cameron, III(2)                971,000 (4)        9.34%
 c/o The Airlie Group, L.P.
201 Main Street
Fort Worth, TX  76102

Thomas M. Taylor(2)                  1,270,500 (4)       12.22%
 c/o The Airlie Group, L.P.
201 Main Street
Fort Worth, TX  76102

EBD L.P. (2)                           965,000 (4)        9.29%
c/o The Airlie Group, L.P.
201 Main Street
Forth Worth, TX  76102

TMT-FW, Inc. (2)                       965,000 (4)        9.29%
c/o The Airlie Group, L.P.
201 Main Street
Forth Worth, TX  76102

G. Chris Andersen                            0             *
1285 Avenue of the Americas
New York, NY  10019

Ronald M. DeFeo                          9,667 (5)         *
c/o Terex Corporation
500 Post Road East
Westport, CT  06880

Bruce I. Raben                          11,000             *
11100 Santa Monica Boulevard
Suite 1000
Los Angeles, CA  90025

Marvin B. Rosenberg                          0             *
 c/o Terex Corporation
500 Post Road East
Westport, CT  06880

David A. Sachs                          10,000             *
201 Main Street
Suite 3200
Fort Worth, TX  76102

Adam E. Wolf                             7,400             *
875 East Donges Lane
Milwaukee, WI  53217

David J. Langevin                        5,400             *
 c/o Terex Corporation
500 Post Road East
Westport, CT  06880

Ralph T. Brandifino                          0             *
c/o Terex Corporation
500 Post Road East
Westport, CT  06880

All directors and officers           5,105,004 (5)       49.55%
as a group (9 persons)
              
*   Amount owned does not exceed one percent (1%) of the class so owned.

(1)  Mr. Lenz currently pledges, and intends to pledge in the future, shares of
the Common Stock owned by him as collateral for loans.   If Mr.  Lenz does  not
pay such loans when due, the pledgee may have the right to sell  the shares  of
the Common Stock pledged to it in satisfaction of Mr. Lenz's obligations.   The
sale of a significant amount of such pledged shares could result in a change of
control of the Company and may require the Company to make an offer to purchase
certain of its outstanding debt instruments.
(2)  Dort A. Cameron, III and TMT-FW, Inc.,  a Texas  corporation, are  general
partners of EBD L.P., a Delaware limited partnership which is the sole  general
partner of Airlie.  Thomas M. Taylor is the President, sole  director and  sole
stockholder of TMT-FW, Inc.  By reason of such  relationships, Messrs.  Cameron
and  Taylor  may  each  be deemed  the beneficial  owner of  the shares  deemed
beneficially owned by Airlie.   On  December 22,  1993, each  of the  indicated
individuals, together with certain other persons, filed  Amendment No.  9 to  a
Schedule 13D Statement  filed pursuant  to Section  13(d) of  the Exchange  Act
reflecting the ownership of an aggregate of 1,255,5000 shares of Common  Stock,
40,000 shares of Preferred Stock and 40,000 Warrants, or approximately 13.7% to
14.4% of all outstanding Common Stock, assuming the conversion  of such  shares
of Preferred Stock and the exercise of such Warrants (but not the conversion of
any Preferred Stock or the  exercise of  any Warrants  by any  other holder).  
Except as otherwise reflected in this table or the footnotes  thereto, each  of
the indicated individuals disclaims the beneficial ownership of any shares held
by any other party to such Schedule 13D filing.
(3)    Mr.  Lenz  is  the direct  owner of  4,984,337 shares  of Common  Stock,
representing  approximately  48.38%  of  the  outstanding  Common  Stock.    In
addition, Mr. Lenz is the indirect beneficial owner of 77,200 shares of  Common
Stock through a corporation that he indirectly owns and controls.
(4)  For each of Airlie, Dort A. Cameron, III, Thomas M. Taylor,  EBD L.P.  and
TMT-TW,  Inc.,  the  amount  shown  assumes  the  conversion of  the shares  of
Preferred Stock owned by such beneficial owner (but not by any other holder  of
Preferred Stock), but does not assume  the exercise  of any  Warrants owned  by
such beneficial owner, since the Warrants are not currently exercisable.
(5)  Includes 6,667 shares issuable upon the exercise of currently  exercisable
options held by Mr. DeFeo.  See "Management -- Executive Compensation."

SELLING SECURITY HOLDERS

The following table sets forth  certain information,  as of  January 19,  1994,
regarding the Warrants held by  the Selling  Security Holders  covered by  this
Prospectus.  Until the occurrence of the Warrant Ratio Determination Date,  the
Warrants  are not  exercisable for  Warrant Shares  and the  number of  Warrant
Shares issuable upon exercise of a Warrant is  not determinable.   Because  the
Selling Security Holders may offer all or some part of the Warrants and Warrant
Shares which they hold from time to time pursuant to the offering  contemplated
by this Prospectus, and because this offering is  not being  underwritten on  a
firm commitment basis, no estimate can be given as to the amount of Warrants or
Warrant  Shares  that  will  be  held  by  the  Selling  Security Holders  upon
termination of this offering.  See "Plan of Distribution."

Name of Selling                    Number of
Security Holder                  Warrants Held

Atwell & Co.                       40,000
Auer & Co.                         25,000
The Bond Fund For Growth           20,000
Cerberus International             20,000
Elliott Associates, L.P.           90,000
FAMCO Income Partners, L.P.        80,000
Gamcan Limited                      1,400
Gerlach & Co.                     400,000
Hare & Co.                         40,000
Institutional Partners, L.P.       14,100
JEFCO                             210,000
Landmark American Fund             30,000
Paresco, Inc.                      40,000
SC Fundamental
  Value Fund, L.P.                 40,000
SP Investors International NV      23,000
Steinhardt Overseas Fund, Ltd.     25,500
Steinhardt Partners, L.P.          16,000
Strome Offshore, Ltd.              90,000
Strome Susskind
  Hedgecap Fund, L.P.              80,000
Taft Securities                     5,000
The Value Realization
  Fund, L.P.                       10,000

The Warrants and Warrant Shares are being registered for resale solely for  the
account of the Selling Security Holders.  None of the Selling Security  Holders
and none of their respective officers, directors  or stockholders  has had  any
material relationship with the Company within the past three  years, except  as
set forth in "Certain Transactions."

It is anticipated that each of the Selling Security Holders  named herein  will
offer and sell the Warrants which may  be sold  by such  person hereunder  from
time to time in ordinary  transactions to  or through  one or  more brokers  or
dealers  in  the over-the-counter  market or  in private  transactions at  such
prices  as  may  be  obtainable.    Any  such  person may  be deemed  to be  an
"underwriter" as that term  is defined  by the  Securities Act.   However,  the
Company and such persons disclaim that any such person is an underwriter of the
Warrants.

CERTAIN TRANSACTIONS

Under a contract dated  July 1,  1987, KCS,  principally owned  by Randolph  W.
Lenz, Chairman of the Board and Chief Executive Officer of  the Company,  until
December  31, 1993  provided administrative,  financial, marketing,  technical,
real estate and legal services to the Company and its subsidiaries.   KCS  also
provided  assistance  in  the  evaluation,  negotiation  and  consummation   of
potential acquisitions of other companies, products and processes,  as well  as
the development of new areas of business for the Company.

For  the  services  of  KCS,  the  Company  paid  KCS  an annual  fee plus  the
reimbursement for all out-of-pocket expenses incurred by KCS in fulfilling  the
contract, including travel and similar expenses and fees  for professional  and
other  services  provided by  third parties.   Each  year the  contract was  in
effect, the annual fee increased by the greater of 10% or the  increase in  the
Consumer Price  Index, subject  to limitations  imposed by  the Company's  debt
agreements.    During  1993,  the Company  made payments  to KCS  for fees  and
out-of-pocket expenses of $2.9 million and $0.1 million respectively.  

During 1993, the Board of Directors of the Company concluded that  it would  be
in the Company's best interest to terminate the Company's contract with KCS and
integrate the management services of KCS directly into the  Company.   Pursuant
to an agreement between the Company and KCS, the contract  between the  Company
and KCS was suspended as of the close of business  on December  31, 1993,  with
the contract to be terminated upon the consent of the Company's stockholders to
a proposed issuance of securities to certain  executives of  KCS, as  discussed
below.  David J. Langevin and  Marvin B.  Rosenberg, employees  of KCS,  became
salaried employees of the Company effective January 1, 1994, with the titles of
Executive Vice President and Senior Vice President, respectively.  In addition,
in consideration of the proposed termination of the contract,  the Company  has
agreed, subject to the approval of the stockholders  of the  Company, to  issue
89,800  shares  of  the Company's  Series B  Cumulative Redeemable  Convertible
Preferred Stock and 89,800 common stock purchase warrants to certain executives
of KCS, the terms of which will be substantially similar  to the  terms of  the
Preferred  Stock  and the  Warrants, respectively.   Of  such amounts,  Messrs.
Langevin and Rosenberg would each receive 25,500 shares of preferred stock  and
warrants  and  Mr.  Lenz would  receive 38,800  shares of  preferred stock  and
warrants.   Upon stockholder  approval, the  contract will  terminate and  such
securities will be issued to Messrs. Langevin, Rosenberg and Lenz.  Absent such
stockholder approval, the suspension will terminate  and the  contract will  be
restored  in  full  force and  effect, although  the Company  will continue  to
endeavor to achieve an alternate agreement with KCS to terminate the contract.
The Company, certain directors and executives of the Company, and KCS are named
parties in various legal proceedings.  During 1993, the  Company incurred  $0.4
million of legal fees  and expenses  on behalf  of the  Company, directors  and
executives of the Company, and KCS named in the lawsuits.

David A. Sachs, a director of the Company, is affiliated with Airlie, a limited
partnership  which  owns  approximately  9.29%  of the  Company's Common  Stock
(including Common Stock issuable upon conversion of Preferred Stock) and 40,000
Warrants.  Mr. Sachs is  an employee  of the  investment firm  of TMT-FW,  Inc.
which is one of two general  partners of  the general  partner of  Airlie.   On
December  20,  1993,  Airlie  purchased 40,000  Warrants and  40,000 shares  of
Preferred Stock from the Company as part of the Company's private placement.
Prior to 1992, the Company  charged Fruehauf  for management  services and  for
interest on amounts owed  to Terex.   As  of January  1, 1992,  the Company  no
longer charges Fruehauf for management expenses and interest on amounts due the
Company.  However, the Company and Fruehauf continue to charge one another  for
payments made on each other's behalf in  the normal  course of  business.   The
outstanding  balance  owed  by Fruehauf  to the  Company was  $13.6 million  at
September 30, 1993, $12.9 million at  December 31,  1992 and  $10.2 million  at
December 31, 1991.  As part of the Fruehauf Restructuring, the Company accepted
in December 1993 approximately  2,251,000 shares  of Fruehauf  common stock  in
satisfaction of approximately $13.5 million of indebtedness of Fruehauf to  the
Company.  

As part of the Fruehauf Restructuring, the Company agreed to vote its shares of
Fruehauf common stock in favor of, or consent  to, an  amendment to  Fruehauf's
Certificate of Incorporation to authorize additional shares of Fruehauf capital
stock and the issuance of a portion of such stock to  purchasers of  Fruehauf's
convertible  subordinated  notes  and  to  the  Company,  in  satisfaction   of
Fruehauf's indebtedness to the Company.  The Company also agreed, for a  period
of 18 months beginning July 26, 1993,  generally to vote its shares of Fruehauf
common stock in any other matter in such proportion as  the other  stockholders
of Fruehauf entitled to vote on such matter shall vote their shares of Fruehauf
common stock.  In  addition, at  the time  of the  Fruehauf Restructuring,  the
Company entered into an agreement with IBJ Schroder Bank & Trust Company  ("IBJ
Schroder"), on behalf of a group of commercial bank lenders, pursuant to  which
the Company is obligated to pay a fee of $1,000,000 on or  before December  31,
1994  in  consideration  of  the  assistance  of  the banks  in evaluating  the
feasibility of Fruehauf's proposed Turnaround Plan and to induce  the banks  to
consent to certain requests by the Company.  Mr.  Lenz pledged  certain of  his
shares of Common Stock to IBJ Schroder, as agent for such lenders, as  security
for the payment of such amount by the Company.

On January 25, 1993, Terex entered into an agreement whereby KCS borrowed  $1.7
million from Terex (the "KCS/Terex Note").  The KCS/Terex Note bore interest at
prime.   The loan  represented by  the KCS/Terex  Note may  have constituted  a
default under the Secured Notes, the Subordinated  Notes and  the Bank  Lending
Agreement.  The entire balance was repaid  to Terex  on February  1, 1993,  six
days after the initial borrowing,  thereby curing  any default  which may  have
occurred.

The Company's Board of Directors approved a program  to consolidate  Fruehauf's
parts warehousing and administration functions with  the Company.   During  the
fourth quarter of 1992, Fruehauf  announced its  intention to  close its  parts
warehouse in Westerville, Ohio and transfer its replacement parts inventory  to
the Terex distribution center  near Memphis,  Tennessee.   As a  result of  the
Fruehauf Restructuring, the proposed arrangement will not be  effectuated.   In
November 1992, in contemplation of this agreement, Terex  had transferred  $2.0
million  to  Fruehauf.    The  $2.0  million  transfer  constituted  a  default
("November Default") under the Secured Notes,  the Subordinated  Notes and  the
Bank  Lending  Agreement.   Subsequently  in May  1993, Terex  entered into  an
agreement with an operating unit of Fruehauf, whereby such operating unit  will
provide products and manufacturing services to Terex.  This agreement  required
Terex  to  make a  $2.0 million  payment to  such operating  unit, which  Terex
effected on May 11, 1993 by instructing Fruehauf to transfer  the $2.0  million
Fruehauf owed to Terex directly to  such operating  unit.   This transfer  also
satisfied Fruehauf's $2.0 million obligation to Terex so that the events  which
gave  rise  to  the  November  Default  no  longer exist.   The  Company is  in
discussions with Fruehauf concerning the satisfaction of Fruehauf's obligations
under the May 1993 agreement.

In August 1992, Clark purchased certain assets of a subsidiary of Fruehauf  for
$0.8  million.    This  constituted  a  default  under the  Secured Notes,  the
Subordinated Notes and the Bank Lending Agreement because the purchase did  not
have  prior  approval  of the  independent members  of the  Company's Board  of
Directors.  The approval was subsequently obtained; therefore, the events which
gave rise to such default no longer exist.

In conjunction with the Clark Acquisition, the Company financed the acquisition
and  refinanced  a  major  component of  its previously  outstanding bank  debt
through a private placement of Secured Notes and SAR's,  and the  establishment
of a revolving credit facility with a commercial bank.   Mr. Raben, a  director
of the Company, is an employee and officer of Jefferies, the investment banking
firm  which  acted  as  an exclusive  placement agent  for the  Company in  the
offering of the Secured Notes and SAR's.  Jefferies was paid in  total fees  of
$6.5 million in 1992 for services performed as placement agent.  Jefferies  was
also the Company's placement agent for the December 1993 sale of the  Preferred
Stock and Warrants for which Jefferies received fees totalling $2.5 million  in
1993.  Jefferies was also the agent for the Company  for certain  sales by  the
Company of its common stock of Fruehauf in 1993.  Jefferies is also the  holder
of 210,000  Warrants and  180,000 shares  of Preferred  Stock, which  Jefferies
acquired from the Company in connection with the Company's private placement on
December 20, 1993.

During 1993, Fruehauf retained PaineWebber as  a financial  advisor to  explore
opportunities to maximize stockholder value in Fruehauf.  G. Chris Andersen,  a
member of the Company's Board of Directors, is an executive with PaineWebber.
The Company intends that all transactions with affiliates are on terms no  less
favorable to the Company than could be obtained in comparable transactions with
an unrelated person.  The Board will be advised in advance of any such proposed
transaction or agreement and will utilize such procedures  in evaluating  their
terms  and provisions  as are  appropriate in  light of  the Board's  fiduciary
duties under Delaware law.  In  addition, the  Company has  an Audit  Committee
consisting solely of independent directors.  One of the responsibilities of the
Audit Committee is to review related party transactions.

DESCRIPTION OF SECURITIES

The Company's authorized capital stock consists of 40,000,000 shares of capital
stock, $.01 par  value, consisting  of 30,000,000  shares of  Common Stock  and
10,000,000 shares of preferred stock.  As of January 1, 1994, 10,303,067 shares
of  Common  Stock  and  1,200,000  shares of  preferred stock  were issued  and
outstanding.

Common Stock

Each outstanding share of Common Stock entitles the holder to one vote,  either
in person or by proxy,  on all  matters submitted  to a  vote of  stockholders,
including the election of  directors.   There is  no cumulative  voting in  the
election  of  directors, which  means that  the holders  of a  majority of  the
outstanding shares of Common Stock can elect all of the directors then standing
for  election.    Subject  to  preferences  which  may  be  applicable  to  any
outstanding  shares  of preferred  stock, holders  of Common  Stock have  equal
ratable rights to such dividends as may be declared from  time to  time by  the
Board of Directors out of funds  legally available  thereof.   See "Market  for
Common Stock and Dividend Policy."

Holders of Common Stock have no conversion, redemption or preemptive rights  to
subscribe to any securities of the Company.  All outstanding  shares of  Common
Stock are  fully paid  and nonassessable.   In  the event  of any  liquidation,
dissolution or winding-up  of the  affairs of  the Company,  holders of  Common
Stock will be entitled to share ratably in the assets of the Company  remaining
after  provision  for  payment  of  liabilities  to  creditors and  preferences
applicable to outstanding shares of preferred stock.   The rights,  preferences
and privileges of holders of  Common Stock  are subject  to the  rights of  the
holders  of  any  outstanding shares  of preferred  stock.   See "--  Preferred
Stock."

The Certificate of Incorporation provides that directors of  the Company  shall
not  be  personally  liable to  the Company  or its  stockholders for  monetary
damages for  breach of  fiduciary duties  as a  director except  to the  extent
otherwise required by Delaware law.   The by-laws  of the  Company provide  for
indemnification of the officers and  directors of  the Company  to the  fullest
extent permitted by Delaware law.

The transfer agent  and registrar  for the  Common Stock  is Mellon  Securities
Transfer Services, 111 Founders Plaza, Suite 1100,  East Hartford,  Connecticut
06108.

Warrants

The following summary of  the terms  and provisions  of the  Warrants does  not
purport to be complete and is qualified  in its  entirety by  reference to  the
detailed provisions of the Warrants  and the  Warrant Agreement,  the forms  of
which are filed as exhibits to the Registration Statement.

Term.  Each Warrant may be exercised by the  registered holder  thereof at  any
time in whole and from  time to  time in  part, at  the option  of the  holder,
commencing at the opening of business on the  day following  the Warrant  Ratio
Determination Date until 5:00  p.m. New  York time  on December  31, 2000  (the
"Expiration  Date").    "Warrant  Ratio  Determination  Date"  means  the  date
designated as such by the Board of Directors of the Company pursuant to a  duly
adopted resolution of the Board, which date shall be a trading  day during  the
12 month period beginning on the Issue Date or, if no such date is  designated,
the last day of such 12 month period; provided, that if the Board of  Directors
has  not yet  designated a  Warrant Ratio  Determination Date  and the  Current
Market Price (as hereinafter  defined) of  a share  of Common  Stock equals  or
exceeds $18.00 per share on any date during such 12 month period, the  "Warrant
Ratio Determination Date" will be such date.

A Warrant may be exercised upon (i) surrender of the Warrant certificate at the
principal office of the Warrant Agent, with the form of election to purchase on
the reverse thereof duly completed and signed and (ii) payment of the  Exercise
Price with respect to the Warrant Shares being purchased, payable by  certified
or bank check to the order of the Company.

Warrant Ratio.  Upon the exercise or redemption (see "--Redemption" below) of a
Warrant, the holder thereof shall be entitled to receive the number of  Warrant
Shares and other consideration, if any (the "Warrant Ratio"), equal to (a)  3.0
shares of Common Stock if the Current Market Price of a share  of Common  Stock
on the Warrant  Ratio Determination  Date is  $5.00 or  less; (b)  a number  of
Warrant Shares which decreases from 3.0 shares to 1.0 share  with the  increase
in such Current Market Price per share from $5.00  to $18.00,  if such  Current
Market Price per share is greater than $5.00 but less than $18.00, as set forth
in the schedule below; and (c) 1.0 Warrant Share if such  Current Market  Price
per share is $18.00 or more.

               Current Market Price     Warrant Ratio
               $ 5.00 or less                3.00
               $ 5.50                        2.75
               $ 6.00                        2.53
               $ 6.50                        2.36
               $ 7.00                        2.20
               $ 7.50                        2.07
               $ 8.00                        1.95
               $ 8.50                        1.85
               $ 9.00                        1.76
               $ 9.50                        1.68
               $10.00                        1.60
               $10.50                        1.54
               $11.00                        1.48
               $11.50                        1.42
               $12.00                        1.37
               $12.50                        1.33
               $13.00                        1.28
               $13.50                        1.24
               $14.00                        1.21
               $14.50                        1.17
               $15.00                        1.14
               $15.50                        1.11
               $16.00                        1.08
               $16.50                        1.06
               $17.00                        1.03
               $17.50                        1.01
               $18.00 or more                1.00

"Current Market Price" per share of Common Stock on any day  means the  average
of  the  daily  closing prices  with respect  to the  Common Stock  for the  30
consecutive trading days ending on such date (or, if such date is not a trading
day, on the trading day immediately preceding such date); provided, that if the
Common Stock is not publicly traded, the Current Market Price  per share  shall
be determined by a nationally recognized  investment banking  firm selected  by
the Board of Directors of the Company.

In the event that (i) the shelf Registration Statement of which this Prospectus
is a part shall not have become effective on or prior to the 90th day following
the  Issue  Date,  or  (ii)  prior  to the  end of  the period  during which  a
registration statement relating to the Warrants  is required  to be  maintained
effective pursuant to the Warrant Registration Rights Agreement, the Commission
shall  have  issued  a stop  order suspending  the effectiveness  of the  shelf
Registration  Statement,  then  for  each  30 consecutive  day period  (without
duplication) during which either of the foregoing  events has  occurred and  is
continuing, the Warrant Ratio will increase by 0.5%.

Exercise Price.  The Warrants are exercisable for $.01 per Warrant Share in the
case of Common Stock and  in the  case of  all other  securities issuable  upon
exercise of the Warrants, for the lowest exercise price permitted by law.
Redemption.  The Warrants may be redeemed by the Company in whole,  but not  in
part, in exchange for Warrant Shares at any time on or after the Warrant  Ratio
Determination  Date;  provided,  that  concurrently  with  such redemption  the
Company redeems all then outstanding shares of Preferred Stock.   Each  Warrant
will be redeemable for a number of Warrant Shares equal to the Warrant Ratio on
the date of redemption.

Notice of redemption of  the Warrants  shall be  sent by  or on  behalf of  the
Company to the holders not less than 30 days nor more than 60 days prior to the
date fixed for redemption  (i) notifying  the holders  of the  election of  the
Company to redeem the Warrants and of the date of redemption, (ii) stating  the
place or places at which the Warrants shall, upon presentation and surrender of
certificates evidencing such Warrants, be redeemed, and the  number of  Warrant
Shares deliverable upon the redemption thereof, and (iii) stating the name  and
address of the Warrant Agent and the redemption agent.

Adjustments.  The Warrants contain certain provisions that, commencing with the
occurrence of the Warrant Ratio Determination Date, protect the holders thereof
against  dilution  by  adjustment  of the  Warrant Ratio  in the  event of  (i)
dividends  or  other  distributions  of  Common  Stock,  (ii) subdivisions  and
combinations of outstanding shares of Common  Stock, (iii)  dividends or  other
distributions of rights or warrants entitling the holders thereof to  subscribe
for or purchase, during a period not exceeding 45 days  from the  date of  such
dividend or other distribution, shares of  Common Stock  at a  price per  share
less than the Current Market Price per share of Common Stock, or (iv) issuances
by  the  Company  of  any  Common  Stock  (or  securities  convertible into  or
exercisable  for Common  Stock) for  a consideration  per share  less than  the
Current Market Price of the Common Stock on the date of such issuance,  subject
to certain exceptions.

In addition, if the Company shall declare a dividend or  other distribution  on
its Common Stock that  would not  cause such  an adjustment  consisting of  (i)
securities other  than Common  Stock, (ii)  evidences of  its indebtedness,  or
(iii)  assets  (including  cash  dividends  or  distributions)   (collectively,
"Assets"), then in each such case adequate provision shall be made so that each
holder of Warrants shall receive, without charge, concurrently with the  making
of such dividend or distribution, the amount and kind of such Assets that  such
holder  would  have  received  if  such holder  had, immediately  prior to  the
relevant record date, exercised its Warrants.

On or prior to each day on which  the Warrant  Ratio is  adjusted, the  Company
shall promptly direct the Warrant Agent, and the  Warrant Agent  shall send  to
each holder, notice of such adjustment and shall deliver to the Warrant Agent a
certificate of a firm of independent public accountants selected  by the  Board
of  Directors (who  may be  the regular  accountants employed  by the  Company)
setting forth the Warrant Shares purchasable upon the exercise of each  Warrant
and the Warrant Ratio after such  adjustment, a  brief statement  of the  facts
requiring such adjustment, and  the computation  by which  such adjustment  was
made.

Reorganizations.  In case of (a)  any consolidation  or merger  of the  Company
with or into another corporation, (b) the occurrence of  any other  transaction
or event pursuant to which  all or  substantially all  of the  Common Stock  is
exchanged for, converted into, or acquired for, or constitutes solely the right
to receive,  cash securities,  property or  other assets  (whether by  exchange
offer, liquidation, tender offer or otherwise) or (c) the sale, lease or  other
transfer of all or substantially all of the assets of the Company, there  shall
thereafter be deliverable upon exercise of each Warrant (in lieu of the Warrant
Shares theretofore deliverable), at the lowest exercise price permitted by law,
the number of shares of stock or other securities or property to which a holder
of  the Warrant  Shares that  would otherwise  have been  deliverable upon  the
exercise of such Warrant would have been entitled upon such transaction if such
Warrant had been exercised in full immediately prior to such transaction.

No Rights as Stockholders.  Nothing contained in  the Warrant  Agreement or  in
any of the Warrants confers upon the holders thereof or  their transferees  the
right to vote or to receive dividends or  to consent  or to  receive notice  as
stockholders in respect  of any  meeting of  stockholders for  the election  of
directors of  the Company  or any  other matter,  or any  rights whatsoever  as
stockholders of the Company.

Transfer.  The  Warrants shall  be transferable  only on  the Warrant  register
maintained  by  the  Warrant  Agent, upon  delivery thereof,  accompanied by  a
written instrument or instruments of transfer in form reasonably acceptable  to
the Warrant Agent, duly executed by the registered holder or holders thereof or
by the duly  appointed legal  representative thereof  or by  a duly  authorized
attorney.   Upon  any registration  of transfer,  the Warrant  Agent shall  (a)
countersign and deliver a  new Warrant  certificate evidencing  the Warrant  or
Warrants to the persons entitled thereto and (b) cancel the surrendered Warrant
certificate.  

Reservation of Shares; Governmental Approvals and Stock Exchange Listings.  The
Company shall reserve at all times so long as any Warrants remain  outstanding,
free from preemptive rights, out of its treasury stock (if  applicable) or  its
authorized but unissued shares of Common Stock, or both, solely for the purpose
of effecting the exercise of the Warrants, sufficient Warrant Shares to provide
for the exercise of all outstanding Warrants, and take all necessary action  so
that all Warrant Shares that are  issued upon  exercise of  the Warrants  will,
upon issuance, be duly and validly issued, fully paid and nonassessable. 

The Company will use its best efforts to (a) obtain and keep effective any  and
all permits, consents and approvals  of governmental  agencies and  authorities
and to  make securities  acts filing  under federal  and state  laws, that  are
required in connection with the issuance, sale,  transfer and  delivery of  the
Warrant  certificates,  the exercise  or conversion  of the  Warrants, and  the
issuance,  sale,  transfer  and  delivery  of  the Warrant  Shares issued  upon
exercise  or  conversion  of the  Warrants, and  (b) have  the Warrant  Shares,
immediately upon their issuance, listed on  such securities  exchange on  which
the Common Stock is then listed.

The Warrant Agent  for the  Warrants is  Mellon Securities  Trust Company,  111
Founders Plaza, Suite 1100, East Hartford, Connecticut 06108.

Preferred Stock

The Board of Directors of the Company is authorized to issue  up to  10,000,000
shares of preferred stock, par value $.01  per share,  in one  or more  series,
with such designations, powers, preferences and rights of such  series and  the
qualifications, limitations or restrictions thereon, including, but not limited
to, the fixing of dividend rights,  dividend rates,  conversion rights,  voting
rights, rights and terms of redemption (including sinking fund provisions), the
redemption price or prices, and the liquidation preferences, in  each case,  if
any, as the Board  of Directors  of the  Company may  by resolution  determine,
without any further vote or action by the Company's stockholders.

By resolution adopted December 17, 1993, the Board of Directors of the  Company
authorized the issuance of a series of preferred stock consisting of  1,200,000
shares, designated Series A Cumulative Redeemable Convertible Preferred  Stock,
par value $.01 per share, and fixed the  terms of  such Preferred  Stock.   The
following summary of the terms and provisions of the Preferred  Stock does  not
purport to be complete and is qualified  in its  entirety by  reference to  the
relevant sections of  the Company's  Restated Certificate  of Incorporation,  a
copy of which is filed as an exhibit to the Registration Statement.

The registrar and transfer agent for the Preferred Stock  is Mellon  Securities
Trust Company.

Liquidation  Preference.    In  the  event  of  the  voluntary  or  involuntary
liquidation,  dissolution  or  winding  up  of the  affairs of  the Company  (a
"Liquidation"), subject to the prior preferences and other rights of any  stock
ranking senior to the Preferred Stock in respect of the right to receive assets
upon liquidation, but before any distribution or payment shall be  made to  the
holders of Common Stock  or any  other stock  ranking junior  to the  Preferred
Stock upon liquidation, the holders of the Preferred Stock shall be entitled to
be paid, out of the assets of  the Company  available for  distribution to  its
stockholders, a liquidation preference, initially  equal to  $25.00 per  share,
plus all accrued and unpaid dividends thereon to such  date, in  cash.   During
the period commencing on the Issue Date and ending on the Dividend Payment Date
(as defined below) immediately  preceding the  first Dividend  Payment Date  on
which  the  Company  is  permitted to  declare and  pay cash  dividends on  the
Preferred Stock under the indentures and loan agreements of the  Company as  in
effect on December 20, 1993 (the "Accretion Termination Date"), the Liquidation
Preference will accrete at the  rate of  13% per  annum, compounded  quarterly,
until  December  20,  1998,  and  at  the  rate  of 18%  per annum,  compounded
quarterly, thereafter.

Dividends.  Subject to  the prior  preferences and  other rights  of any  stock
ranking senior to the Preferred Stock with respect to the payment of dividends,
holders of shares of the Preferred Stock are entitled to receive,  when and  as
declared by the Board  of Directors,  out of  funds legally  available for  the
payment  of  dividends, cumulative  cash dividends  that will  accrue from  the
Accretion Termination Date at the rate of (a) 13% per annum from the  Accretion
Termination Date through December 20, 1998 and (b) 18% per  annum thereafter.  
In the event that (i) the Company does not file a shelf registration  statement
with respect to the Preferred Stock on or prior to the 60th  day following  the
Issue Date, (ii) such registration statement does  not become  effective on  or
prior to the 150th day following the Issue Date or (iii)  prior to  the end  of
the period during  which a  registration statement  relating to  the shares  of
Preferred Stock  and Common  Stock issuable  upon conversion  of the  Preferred
Stock is required to be maintained effective  pursuant to  the Preferred  Stock
Registration Rights Agreement, the Commission  issues a  stop order  suspending
the effectiveness of the shelf  registration statement,  then for  each day  on
which any of the foregoing  events occurred  and are  continuing, the  dividend
rate will increase by (a) 0.25% per annum if such  day is  on or  prior to  the
180th day following the Issue Date and (b) 0.50% per annum if such day is after
the 180th day following  the Issue  Date.   Such dividends  are cumulative  and
shall be payable in cash, quarterly, in arrears, when  and as  declared by  the
Board of Directors, on March 31, June 30, September 30 and December 31 of  each
year (each, a "Dividend Payment Date") commencing on the first Dividend Payment
Date following the Accretion Termination  Date.   Each such  dividend shall  be
paid to the holders of record of the Preferred Stock as their  names appear  on
the share register of the Company at the close  of business  on the  applicable
record date, which shall be the 15th day  of the  calendar month  in which  the
applicable Dividend Payment Date falls or such other record date designated  by
the Board of Directors of the Company with respect to the  dividend payable  on
such respective Dividend Payment Date. 

If full cash dividends are not paid or  made available  to the  holders of  all
outstanding shares of Preferred Stock and of any stock ranking on a parity with
the Preferred Stock in respect of  the right  to receive  dividends, and  funds
available  are  insufficient to  permit payment  in full  in cash  to all  such
holders of the preferential amounts to which they are then entitled, the entire
amount available for payment of cash dividends shall be  distributed among  the
holders  of  the  Preferred  Stock and  of any  such parity  stock, ratably  in
proportion to the full amount  to which  they would  otherwise be  respectively
entitled, and any remainder not paid in cash to  the holders  of the  Preferred
Stock  shall  cumulate,  whether  or not  earned or  declared, with  additional
dividends thereon for  each succeeding  full quarterly  dividend period  during
which such dividends shall remain unpaid.  Unpaid dividends for any period less
than a full quarterly dividend period shall cumulate on a day-to-day basis  and
shall be computed on the basis of a 360-day year.

So long as any  shares of  Preferred Stock  shall be  outstanding, the  Company
shall not declare or pay on any stock ranking junior to the Preferred Stock  in
respect of the right to receive dividends any dividend  whatsoever, whether  in
cash, property or  otherwise (other  than dividends  payable in  shares of  the
class or series upon which such dividends are declared or paid), nor shall  the
Company make any distribution  on any  such junior  stock, nor  shall any  such
junior stock be purchased or redeemed by the Company or any  subsidiary of  the
Company, nor shall any monies be paid or made available for a sinking fund  for
the purchase or redemption of any  such junior  stock; provided  that from  and
after the Accretion  Termination Date,  the Company  may declare  and pay  cash
dividends  on such  junior stock  so long  as (i)  all dividends  to which  the
holders of Preferred Stock shall have been entitled for  all previous  dividend
periods shall have been declared and paid and (ii) on or prior to the later  of
(x) the first anniversary of the Accretion Termination Date and  (y) the  third
anniversary of the Issue Date, the Company will not pay dividends on the Common
Stock during any 12 month period exceeding 4% of the Current  Market Price  per
share  of  the  Common  Stock  on  the  trading  day immediately  prior to  the
declaration of any cash dividend.

Redemption.  Prior to December 31, 1994, the Preferred Stock may be redeemed in
whole,  but  not  in  part,  at  a  per  share  redemption price  equal to  the
Liquidation Preference per share on the date of redemption plus all accrued but
unpaid dividends thereon to  and including  the date  of redemption;  provided,
that concurrently with  such redemption  the Corporation  redeems all  Warrants
then outstanding.  See "--Warrants."

On and after December 31,  1994, the  Preferred Stock  may be  redeemed by  the
Company at any time in whole or (except as noted below) from time  to time,  in
part, at the option of the Company, at a per  share redemption  price equal  to
the Liquidation Preference per share on the date of redemption plus all accrued
but unpaid dividends thereon to and including the date of redemption.  If  less
than all of the outstanding shares of Preferred Stock are to be redeemed,  such
shares shall be redeemed  pro rata  or by  lot as  determined by  the Board  of
Directors in its sole discretion.  The Company shall not redeem  less than  all
of the outstanding shares of Preferred Stock unless all cumulative dividends on
the  Preferred  Stock  for  all  previous dividend  periods have  been paid  or
declared and funds therefor set apart for payment.

The Company shall redeem all then outstanding shares of Preferred  Stock on  or
prior  to  December  31, 2000  at a  per share  redemption price  equal to  the
Liquidation Preference per share on the date of redemption plus all accrued but
unpaid dividends thereon to and including the date of redemption.

Notice of every proposed redemption of Preferred Stock shall be sent  by or  on
behalf of the Company, by first class mail, postage prepaid, to the holders  of
record of the shares of Preferred Stock so to be redeemed  at their  respective
addresses as they shall appear on the  records of  the Company,  not less  than
thirty (30) days nor more than  sixty (60)  days prior  to the  date fixed  for
redemption (the "Redemption Date") (i) notifying such holders  of the  election
or obligation of the Company to redeem such shares  of Preferred  Stock and  of
the Redemption Date, (ii) stating the place or places  at which  the shares  of
Preferred Stock called for redemption shall, upon presentation and surrender of
the certificates evidencing such shares of  Preferred Stock,  be redeemed,  and
the redemption price therefor, and (iii) stating the  name and  address of  any
redemption  agent  selected by  the Company  and the  name and  address of  the
Corporation's transfer agent for the Preferred Stock.

Voting.  Except as set forth below or as otherwise required by law, the holders
of the issued and outstanding shares of Preferred  Stock shall  have no  voting
rights.

So  long as  any Preferred  Stock is  outstanding, the  Company, without  first
obtaining the affirmative vote or written consent of  the holders  of not  less
than  a majority  of the  then outstanding  shares of  Preferred Stock,  voting
separately as a class, will not:  (i) amend or repeal any provision of, or  add
any provision to, the Company's Certificate of Incorporation or By-laws if such
action would alter adversely or change the preferences,  rights, privileges  or
powers  of, or  the restrictions  provided for  the benefit  of, any  Preferred
Stock,  or  increase  or  decrease  the  number  of shares  of Preferred  Stock
authorized; (ii) authorize or  issue shares  of any  class or  series of  stock
ranking  senior  to  the  Preferred  Stock  (or,  prior  to  the Warrant  Ratio
Determination Date, any stock ranking on a parity with the Preferred Stock)  in
respect of the right to  receive dividends  or assets  upon liquidation;  (iii)
reclassify any class or series of any junior stock  into such  parity stock  or
senior stock or reclassify any series of parity stock into  senior stock;  (iv)
authorize, enter into, or consummate any  transaction that  would constitute  a
deemed dividend to holders of the Preferred Stock under  United States  Federal
tax laws; or (v) consolidate with or merge  with or  into another  corporation,
other than in a transaction in which the Company is the surviving corporation.
From and after the Accretion Termination Date, (i) if and whenever the  Company
fails to declare and pay in cash the full amount  of dividends  payable on  the
Preferred Stock on any  two Dividend  Payment Dates,  then the  holders of  the
Preferred Stock, voting separately as a  class, will  be entitled  at the  next
annual meeting of the stockholders of the Company or at any special meeting  to
elect one director, and (ii) if and whenever the Company shall  have failed  to
declare and pay in cash the full amount of dividends payable  on the  Preferred
Stock on any four Dividend Payment  Dates, then  the holders  of the  Preferred
Stock,  voting  separately as  a class,  will be  entitled at  the next  annual
meeting of the stockholders of the Company or at any special  meeting to  elect
two directors.  Upon election, such directors will become additional  directors
of the  Company and  the authorized  number of  directors of  the Company  will
thereupon be automatically increased by such number of directors.   Such  right
of the holders of Preferred Stock to elect directors may be exercised until all
dividends  in  default  on  the Preferred  Stock have  been paid  in full,  and
dividends for the current dividend period declared and funds therefor set apart
or paid, and when so paid and set apart or paid, the  right of  the holders  of
Preferred Stock to elect such number of directors shall cease and  the term  of
such directors shall terminate, but subject always to the  same provisions  for
the  vesting of  such special  voting rights  in the  case of  any such  future
dividend default or defaults.

Conversion Right.  Each holder of shares of Preferred Stock has  the right,  at
such holder's option, at any time or from time to time, to convert any of  such
shares of Preferred Stock into the number fully paid  and nonassessable  shares
of Common Stock determined by dividing (i) $25.00 by (ii) the Conversion Price,
initially $11.11 and subject to adjustment as set forth below, in effect on the
date of conversion.  The Conversion Price is subject to  adjustment to  prevent
dilution in the event of (i) dividends or other distributions of Common  Stock,
(ii) subdivision and combinations of outstanding shares of Common Stock,  (iii)
dividends or other distributions of rights  or warrants  entitling the  holders
thereof to subscribe for or purchase,  during a  period not  exceeding 45  days
from the date of such dividend or other distribution, Common Stock  at a  price
per  share  less  than  the  Current  Market Price  of the  Common Stock,  (iv)
dividends  or  other  distributions  of  other  securities,  evidences  of  its
indebtedness or other assets, excluding any cash dividend or cash  distribution
payable out of earned surplus of the Company if the  per share  amount of  such
dividend or distribution, together with the aggregate per share  amount of  all
other cash dividends and cash  distributions declared  or paid  during the  one
year period ending  on the  date such  dividend is  declared (the  "Declaration
Date") does not exceed 4% of the Current Market Price per share of Common Stock
on the trading day immediately prior to the Declaration Date, or (v)  issuances
by  the  Company  of  any  Common  Stock  (or  securities  convertible into  or
exercisable  for Common  Stock) for  a consideration  per share  less than  the
Current Market Price per share of Common Stock on  the date  of such  issuance,
subject to certain exceptions.

Reorganizations.    In case  of (a)  any consolidation  with or  merger of  the
Company  with or  into another  corporation, (b)  the occurrence  of any  other
transaction or event pursuant to which all or substantially all  of the  Common
Stock is exchanged for, converted into, or acquired for, or constitutes  solely
the right to receive, cash  securities, property  or other  assets (whether  by
exchange offer, liquidation, tender offer or otherwise) or (c) the sale,  lease
or other transfer of all or substantially  all of  the assets  of the  Company,
each share  of Preferred  Stock shall  after the  date of  such transaction  be
convertible into the number of shares of stock or other securities or  property
(including  cash)  to which  the Common  Stock issuable  (at the  time of  such
transaction) upon conversion of such share of Preferred Stock  would have  been
entitled upon such transaction.

Reservation  of  Shares;  Valid  Issuance; Approvals.   The  Company shall  (i)
reserve  at  all  times  so  long  as  any  shares  of  Preferred Stock  remain
outstanding,  free  from  preemptive  rights,  out  of its  treasury stock  (if
applicable) or its authorized but  unissued shares  of Common  Stock, or  both,
solely for the purpose of effecting the conversion of the  shares of  Preferred
Stock, sufficient shares of Common Stock to provide for the  conversion of  all
outstanding shares of Preferred Stock, (ii) take all necessary  action so  that
all shares of Common Stock that are issued upon conversion of the shares of the
Preferred Stock will, upon issuance, be duly and validly issued, fully paid and
nonassessable, and (iii)  take no  action which  will cause  a contrary  result
(including,  without limitation,  any action  that would  cause the  Conversion
Price to be less than the par value, if any, of the Common Stock). 

If any shares of Common Stock reserved for the purpose of conversion of  shares
of Preferred Stock require registration with  or approval  of any  governmental
authority under any Federal  or state  law before  such shares  may be  validly
issued or delivered upon conversion, then the  Corporation will  in good  faith
and  as  expeditiously  as  possible endeavor  to secure  such registration  or
approval, as the case may be.  If, and so long as, any Common Stock into  which
the shares of Preferred Stock are then convertible  is listed  on any  national
securities exchange, the Corporation will, if permitted  by the  rules of  such
exchange,  list  and  keep listed  on such  exchange, upon  official notice  of
issuance, all shares of such Common Stock issuable upon conversion.

CERTAIN FEDERAL INCOME TAX CONSIDERATIONS

The following discussion summarizes certain Federal income tax consequences  to
the initial holders of the Warrants and Warrant Shares  under existing  Federal
income  tax law,  which is  subject to  change, possibly  retroactively.   This
summary does not discuss all aspects  of Federal  income taxation  that may  be
relevant  to  a  particular  investor  in  light  of  his  personal  investment
circumstances or to certain  types of  investors subject  to special  treatment
under  the  Federal  income  tax  laws  (for  example, financial  institutions,
insurance   companies,   tax-exempt   organizations,  broker-dealers,   foreign
taxpayers,  and  taxpayers  subject  to the  "straddle" rules  of the  Internal
Revenue Code of 1986, as  amended (the  "Code")) and  it does  not discuss  any
aspect of state, local or foreign tax law.  This summary assumes that investors
will hold their Warrants  and Warrant  Shares as  "capital assets"  (generally,
property held for investment) under the Code.  Holders are  advised to  consult
their tax advisors as to the specific tax consequences of holding and disposing
of the Warrants and Warrant  Shares, including  the application  and effect  of
Federal, state, local and foreign income and other tax laws.

Upon the exercise of a Warrant, a holder will not  recognize gain  or loss  and
will have a tax basis in the Warrant Shares received equal to the tax basis  in
such holder's Warrant plus the exercise price  thereof.   Because the  Warrants
have a minimal  exercise price,  it is  not certain  whether a  holder will  be
treated  as  owning a  Warrant or  the shares  of Common  Stock underlying  the
Warrant for Federal income tax purposes.  Holders  are urged  to consult  their
tax  advisors  regarding  such possibility.   If  the Warrants  are treated  as
warrants for Federal income tax purposes, the  holding period  for the  Warrant
Shares purchased pursuant to the exercise of a Warrant  will begin  on the  day
following the date of exercise and will not include the period that the  holder
held his Warrant.  On the other hand,  if the  Warrants are  treated as  Common
Stock, the holding  period for  the Warrant  Shares purchased  pursuant to  the
exercise of a Warrant will include the period during which the Warrant was held
by the holder.  The holding period for the Warrants began on the day  following
the day they were acquired.

Upon a sale or other disposition of Warrants or Warrant Shares,  a holder  will
recognize capital gain or loss in an amount equal to the difference between the
amount realized and the holder's tax basis in such Warrants or Warrant Shares. 
Such a gain or loss will be long-term if the holding  period is  more than  one
year.  In the event that a Warrant lapses unexercised, a holder will  recognize
a capital loss in an amount equal to his tax basis in the Warrant.   Such  loss
will be long term if the Warrant has been held for more than one year.

An adjustment in the exercise price of the Warrants to reflect distributions to
holders  of  Common  Stock  may,  in  certain  circumstances, be  treated as  a
constructive distribution to holders of Warrants subject to tax  as a  dividend
pursuant to Section 305 of the Code.  Although the matter is not entirely  free
from  doubt,  adjustments  to  the Warrant  Ratio should  not be  treated as  a
constructive distribution.

PLAN OF DISTRIBUTION

The Company will issue Warrant Shares upon the exercise of Warrants by  Selling
Security Holders from time to time through the Expiration Date pursuant to  the
terms  of  the  Warrants  and  the  Warrant  Agreement.    See "Description  of
Securities -- Warrants."  The Company will receive proceeds of $.01 per Warrant
Share issued upon the exercise of the Warrants.   The Company  will receive  no
proceeds from the resale of the Warrants and the Warrant Shaes  by the  Selling
Security Holders pursuant to this offering.   The Warrants  and Warrant  Shares
offered for resale hereby may be sold from time to time by the Selling Security
Holders.    Any such  distribution of  the Warrants  or Warrant  Shares by  the
Selling Security Holders, or by transferees or other successors-in-interest  of
the Selling Security Holders, may be effected from time to time in one or  more
transactions  (which may  involve block  transactions) on  the NYSE  or in  the
over-the-counter  market  (to the  extent that  such securities  are listed  or
traded on such markets), in negotiated transactions or in a combination of such
methods of sale, at fixed prices, at market prices  prevailing at  the time  of
sale, at prices relating to prevailing market prices or at negotiated prices.  
The  Selling  Security  Holders  may  effect  such  transactions  directly   to
purchasers  or  to  or  through  broker-dealers  which  may  act  as agents  or
principals.    Such  broker-dealers  may receive  compensation in  the form  of
underwriting discounts, concessions or  commissions from  the Selling  Security
Holders  and/or  the  purchasers  of  Warrants  and  Warrant  Shares for  which
broker-dealers may act as agent or to whom they may sell as  principal or  both
(which compensation as to a particular  broker-dealer may  be less  than or  in
excess of customary commissions).   In addition,  any Common  Stock covered  by
this Prospectus that subsequently qualifies for sale  pursuant to  Rule 144  of
the Securities Act may be  sold under  Rule 144  rather than  pursuant to  this
Prospectus.  

The Warrants were issued to the original purchasers on December 20,  1993 in  a
private placement.  Pursuant to the Warrant Registration Rights Agreement,  the
Company agreed  to file  the Registration  Statement of  which this  Prospectus
forms  a  part  with the  Commission, and  to keep  the Registration  Statement
effective until all of the Warrants and Warrant Shares are sold pursuant to  an
effective registration statement or Rule 144 under the Securities  Act.   There
is no established trading market for the Warrants.  The Company does not intend
to  list  the  Warrants  on any  securities exchange  or to  seek approval  for
quotation through any automated quotation system.  There is no dealer which  is
obligated to make a market in the Warrants and, if any dealer or dealers should
do so, they may discontinue any market making at any time without  notice.   No
assurance  can be  given as  to the  liquidity of  any trading  market for  the
Warrants.

As of the date of this  Prospectus, the  Company understands  that the  Selling
Security  Holders  do  not  have  any agreement,  arrangement or  understanding
concerning the distribution of the Warrants and Warrant Shares offered hereby.
At  the  time  a particular  offer of  Warrants or  Warrant Shares  is made,  a
Prospectus Supplement, to the extent required, will be  distributed which  will
set forth the aggregate amount of Warrants or Warrant Shares being offered, the
names  of  the  selling security  holders, the  purchase price,  the amount  of
expenses of the offering and the terms of the offering, including  the name  or
names of any underwriters, dealers or  agents, any  discounts, commissions  and
other items constituting compensation from  such selling  security holders  and
any  discounts,  commissions or  concessions allowed  or reallowed  or paid  to
dealers.

To comply with certain states' securities laws, if applicable, the Warrants and
Warrant Shares will be sold in such states only through brokers or dealers.  In
addition, in certain states the Warrants  and Warrant  Shares may  not be  sold
unless they have  been registered  or qualify  for sale  in such  states or  an
exemption from registration or qualification is available and is complied with.
 The Company is obligated pursuant to the Warrant Registration Rights Agreement
to use its best efforts to register or qualify the Warrants and Warrant  Shares
under the securities or  blue sky  laws of  such jurisdictions  as any  Selling
Security Holder reasonably requests.

The Selling Security Holders and any broker-dealers who participate  in a  sale
of their Warrants and Warrant Shares may be deemed to be "underwriters"  within
the  meaning  of  Section  2(11)  of the  Securities Act,  and any  commissions
received by them, and proceeds of any such sales as principal, may be deemed to
be underwriting discounts and commissions under the Securities Act.

Since the  Selling Security  Holders will  be subject  to the  antimanipulation
rules  promulgated  under the  Exchange Act,  including Rule  10b-2, 10b-6  and
10b-7,  in  connection with  transactions in  the Warrants  and Warrant  Shares
during the effectiveness of the Registration Statement of which this Prospectus
is  a  part,  the  Company  advises  the  Selling Security  Holders to  consult
competent securities counsel prior to initiating any such transaction.

Pursuant to the Warrant Registration Rights Agreement, the Company has paid  or
will pay any and all expenses  incident to  the performance  of such  agreement
including filing fees, fees and expenses incurred in connection with compliance
with the securities or blue sky laws  of the  applicable states,  and fees  and
disbursements of counsel and independent public  accounts for  the Company  and
the reasonable fees and disbursements of one  counsel retained  by the  Selling
Security Holders in connection with the Registration Statement.  Such  expenses
are estimated to be approximately $____________.  As  and when  the Company  is
required to update this Prospectus, it may incur additional expenses in  excess
of this estimated amount.  Normal commission  expenses and  brokerage fees,  as
well as any applicable underwriting discounts  or transfer  taxes, are  payable
individually by the Selling Security Holders.

In the Warrant Registration Rights Agreement, the Company  agreed to  indemnify
and  hold  harmless,  to  the  extent permitted  by law,  the Selling  Security
Holders, the officers, directors, shareholders, agents, affiliates and partners
of the Selling Security Holders, any person who participates as an  underwriter
in the offering and sale of the Warrants and Warrant Shares and any person  who
controls any of such sellers or any of such underwriters against losses, claims
and expenses arising out of  any false  or misleading  statements contained  in
this Prospectus or  the Registration  Statement of  which it  is a  part.   The
Selling Security Holders have agreed to indemnify the  Company against  certain
liabilities and expenses arising out of statements made by them for reliance by
the Company in connection with the Registration Statement or this Prospectus.

LEGAL MATTERS 

Certain legal  matters in  connection with  the sale  of the  Warrants and  the
Warrant Shares offered hereby will be passed upon for the  Company by  Robinson
Silverman Pearce Aronsohn & Berman, 1290 Avenue of the Americas, New York,  New
York 10104.

AUDITORS

The Consolidated Financial Statements of the Company  as of  December 31,  1992
and  for  the  year  then ended  included in  this Prospectus  and the  related
financial statement schedules included elsewhere in the Registration  Statement
of which this Prospectus is  a part  have been  audited by  Price Waterhouse.  
Their report, dated April 14, 1993, except as to Notes I and O, which are as of
May 11, 1993, contains an explanatory paragraph that certain matters identified
raise substantial doubt  about the  Company's ability  to continue  as a  going
concern, an explanatory paragraph that in their determination of the  Company's
compliance with the covenants in the agreements governing the Secured Notes and
the Subordinated Notes, and the resultant classification of such obligations as
long term, legal opinions were obtained supporting the Company's interpretation
of certain covenants related to the maintenance of net worth and curing of  any
defaults  which  may  have  existed, and  an explanatory  paragraph that  makes
reference to the contingent liabilities discussed in Notes D and N in the Notes
to the Company's Consolidated Financial Statements.  However, Price  Waterhouse
has advised the Company that they are unable  to issue  an updated  accountants
report  until  Deloitte  & Touche,  which was  dismissed as  the Company's  and
Fruehauf's auditors on October 2, 1992, is able to issue an updated accountants
report as described below.   Accordingly, this  Prospectus does  not include  a
copy of Price Waterhouse's audit report on the Company's Consolidated Financial
Statements and the Registration Statement of which  this Prospectus  is a  part
does not include a consent of Price Waterhouse.

The combined financial statements of the Business Acquired from Clark Equipment
Company by Terex Corporation as of December 31, 1991 and  for each  of the  two
years in the period ended December 31, 1991  included in  this Prospectus  have
been audited by Price Waterhouse.  Their report, dated September 25, 1992,  was
unqualified.  However, Price Waterhouse has advised the Company  that they  are
unable to issue an updated accountants report until Deloitte &  Touche is  able
to issue an updated accountants report as described below.   Accordingly,  this
Prospectus does not include a copy of Price  Waterhouse's audit  report on  the
combined financial statements  of the  Business Acquired  from Clark  Equipment
Company  by  Terex Corporation  and the  Registration Statement  of which  this
Prospectus is a part does not include a consent of Price Waterhouse.

The Consolidated Financial  Statements of  Fruehauf Trailer  Corporation as  of
December 31, 1992 and for the year then ended included in  this Prospectus  and
the  related   financial  statement   schedules  included   elsewhere  in   the
Registration Statement of which this Prospectus is a part have been audited  by
Price Waterhouse.  Their report, dated April 14, 1993, contains an  explanatory
paragraph that certain  matters identified  raise substantial  doubt about  the
Company's ability to continue as a going concern, and an explanatory  paragraph
that makes reference to the contingent liabilities discussed in Note  L in  the
Notes  to  the  Company's Consolidated  Financial Statements.   However,  Price
Waterhouse has advised the Company that  they are  unable to  issue an  updated
accountants  report  until  Deloitte  &  Touche  is  able to  issue an  updated
accountants report as described below.  Accordingly, this  Prospectus does  not
include a copy of Price Waterhouse's audit report on   Fruehauf's  Consolidated
Financial Statements and the Registration Statement of which this Prospectus is
a part does not include a consent of Price Waterhouse.

The Consolidated Financial Statements of the Company  as of  December 31,  1991
and for each of the two years in the period ended December 31, 1991 included in
this  Prospectus  and  the  related  financial  statement  schedules   included
elsewhere in the Registration Statement of which this Prospectus is a part have
been audited by Deloitte & Touche.  Their report, dated March  30, 1992  (April
14, 1993 as to Note B and the first and second paragraphs of Note N), expressed
an  unqualified  opinion  and include  explanatory paragraphs  relating to  the
restatement of prior period financial statements and an uncertainty relating to
the outcome of certain litigation.   However,   Deloitte &  Touche has  advised
the Company that  they are  currently unable  to issue  an updated  accountants
report  until  they complete  their consideration  of certain  items which  may
affect the financial statements of Fruehauf and, as a result,  may also  affect
the financial statements of the Company.  Accordingly, this Prospectus does not
include  a  copy  of  Deloitte  &  Touche's  audit  report  on  the   Company's
Consolidated Financial Statements  and the Registration Statement of which this
Prospectus is a part does not include a consent of Deloitte & Touche.

The Consolidated Financial  Statements of  Fruehauf Trailer  Corporation as  of
December 31, 1991 and for each of the two years  in the  period ended  December
31,  1991  included  in  this Prospectus  and the  related financial  statement
schedules  included  elsewhere  in  the  Registration Statement  of which  this
Prospectus is a part have been audited  by Deloitte  & Touche.   Their  report,
dated March 20, 1992 (April 14, 1993 as to Note P  and the  ninth paragraph  of
Note L), expressed an unqualified  opinion and  include explanatory  paragraphs
relating  to  the  restatement  of  prior  period financial  statements and  an
uncertainty relating to the outcome of certain litigation.   However,  Deloitte
& Touche has advised the Company that  they are  currently unable  to issue  an
updated accountants report until they complete their  consideration of  certain
items which may affect the financial statements of Fruehauf.  Accordingly, this
Prospectus does  not include  a copy  of Deloitte  & Touche's  audit report  on
Fruehauf's Consolidated Financial Statements  and the Registration Statement of
which  this Prospectus  is a  part does  not include  a consent  of Deloitte  &
Touche.

At this time, the Company does not know when Deloitte & Touche and, therefore, 
Price  Waterhouse will  be in  a position  to issue  their updated  accountants
reports, and there can be no assurances that they will reissue any or all  such
reports in their original form.  In the opinion of the Company, all significant
transactions, subsequent events and other matters have been properly disclosed 
pursuant  to  relevant  reporting  requirements  in  the  Company's   financial
statements and elsewhere in this Prospectus and the  Registration Statement  of
which this Prospectus is a part.

Until the Company is furnished with updated  audit reports  manually signed  by
Deloitte &  Touche and  by Price  Waterhouse and  files such  reports with  the
Commission along with consents of Deloitte & Touche and Price Waterhouse ,  the
Company will not request that the Commission declare the Registration Statement
effective.

With  the  concurrence  of  its  Audit  Committee,  the  Company engaged  Price
Waterhouse as its independent  accountants effective  October 1992.   Prior  to
that date, Deloitte & Touche had been the Company's  independent accountants.  
The change in independent accountants was reported on Form  8-K, dated  October
8, 1992.  The following is an excerpt from Deloitte & Touche's response to  the
Form 8-K, as included in the Company's Form 8 dated October 23, 1992:

       "On August 24 and 28, 1992, a representative of Deloitte &
       Touche  discussed  with  the  Company's  Chief   Financial
       Officer the relationship between Deloitte & Touche and the
       Company.  On September 14 and 17, 1992, representatives of
       Deloitte  & Touche  had further  discussions with  Company
       officials,   including  its   Chairman,  Chief   Financial
       Officer,  and  Secretary,  regarding  the   auditor-client
       relationship.    These  discussions  focused  on   certain
       changes that Deloitte & Touche believed needed to occur in
       order for Deloitte & Touche to be willing  to continue  to
       serve as  the Company's  auditor.   The matters  discussed
       included changes requested by Deloitte  & Touche  relating
       to the financial  reporting process  and the  role of  the
       Audit Committee in overseeing that process, performance of
       timely quarterly reviews by Deloitte &  Touche and  timely
       discussions with Deloitte & Touche of proposed significant
       transactions.  Deloitte & Touche believed, based on  those
       discussions, that the Company  was in  agreement with  the
       matters  discussed,  which was  the basis  for Deloitte  &
       Touche agreeing to continue as  the Company's  independent
       auditor.    On October  2, 1992,  we were  advised by  the
       Company's Chief Financial Officer that  we were  dismissed
       as auditors."

In connection with its audits for the years ended  December 31,  1991 and  1990
and through the date of this Prospectus, there have been no disagreements  with
Deloitte  &  Touche  on  any  matter  of  accounting  principles or  practices,
financial  statement  disclosure,  or  auditing  scope   or  procedure,   which
disagreements if not resolved to the satisfaction  of Deloitte  & Touche  would
have caused them to make a reference thereto in their report  on the  financial
statements  for  such  years.    The  reports  of  Deloitte  &  Touche  on  the
aforementioned financial statements contained no adverse opinion or  disclaimer
of opinion and were not qualified as to audit scope or accounting principle.
There  have  been  no  disagreements  with  Price Waterhouse  on accounting  or
financial disclosure.
[{"type": "S-1", "sequence": "1", "description": "S-1 MAIN DOC", "secsgml_size_bytes": 247178}]
{"company-data": {"conformed-name": "TEREX CORP", "cik": "0000097216", "assigned-sic": "3715", "irs-number": "341531521", "state-of-incorporation": "DE", "fiscal-year-end": "1231"}, "filing-values": {"form-type": "S-1", "act": "33", "file-number": "033-52297", "film-number": "94510114"}, "business-address": {"street1": "500 POST ROAD EAST", "city": "WESTPORT", "state": "CT", "zip": "06880", "phone": "203-222-7008"}, "mail-address": {"street1": "500 POST ROAD EAST", "city": "WESTPORT", "state": "CT", "zip": "06880"}, "former-company": {"former-conformed-name": "BLACK MAMMOTH CONSOLIDATED MINING CO", "date-changed": "19671002"}}
As filed with the Securities and Exchange Commission on February 16, 1994.
                                                      Registration No. 33-     
                      SECURITIES AND EXCHANGE COMMISSION
                            Washington, D.C.  20549

                                   FORM S-1
                            REGISTRATION STATEMENT
                                     UNDER
                          THE SECURITIES ACT OF 1933
                               TEREX CORPORATION
            (Exact name of Registrant as specified in its charter)

         Delaware                3550                   34-1531521
(State or other      (Primary standard industrial    (I.R.S.employer
jurisdiction of      classification code number)   identification no.)
incorporation or
organization)

                              500 Post Road East
                         Westport, Connecticut  06880
                                (203) 222-7008
             (Address, including zip code, and telephone number, 
       including area code, of Registrants' principal executive offices)

                           Marvin B. Rosenberg, Esq.
                               TEREX CORPORATION
                              500 Post Road East
                         Westport, Connecticut  06880
                                (203) 222-7170
           (Name, address, including zip code, and telephone number,
                  including area code, of agent for service)

                                  Copies To:

Robinson Silverman Pearce               Skadden, Arps, Slate, Meagher & Flom
     Aronsohn & Berman                  300 South Grand Avenue
1290 Avenue of the Americas             Los Angeles, California  90071
New York, New York  10104               Attention:  Michael A. Woronoff, Esq.
Attention:  Stuart A. Gordon, Esq.
            Eric I Cohen, Esq.

Approximate date of commencement of proposed sale to public: From time to  time
after the effective date of this Registration Statement.

If any of the securities being registered on this form are to be  offered on  a
delayed or continuous basis pursuant to Rule 415  under the  Securities Act  of
1993, check the following box:  x

                        CALCULATION OF REGISTRATION FEE

                                         Proposed      Proposed
                                         Maximum       Maximum
Title of Each Class of       Amount      Offering      Aggregate   Amount of
Securities to be             to be       Price         Offering    Registration
Registered                   Registered  per Share(1)  Price (1)   Fee

Common Stock Purchase        1,300,000   --(2)         --(2)       --(2)
Warrants

Common Stock, par value      3,900,000   $8.25         $32,175,000 $11,094.83
$.01 (3)

  (1)Estimated solely for purposes of calculation of the registration fee.
Pursuant to Rule 457(c), the offering price and registration  fee are  computed
on the basis of the average of the high and low prices of the  Common Stock  on
the New York Stock Exchange on February 10, 1994.

  (2)Pursuant to Rule 457(g), no separate registration fee is required for the
Common Stock Purchase Warrants when the Common Stock  offered pursuant  thereto
is being registered for distribution in the same registration statement.

  (3)Represents shares of Common Stock which may be purchased upon exercise of
the Common Stock Purchase Warrants.  Pursuant to Rule 416, there are also being
registered such additional shares  of Common  Stock which  may become  issuable
pursuant to the anti-dilution provisions of such Warrants.

     The Registrant hereby amends this Registration Statement on  such date  or
dates as may be  necessary to  delay its  effective date  until the  Registrant
shall file a further amendment which specifically states that this Registration
Statement shall thereafter become effective in accordance with Section 8(a)  of
the Securities Act of 1933  or until  the Registration  Statement shall  become
effective on such date as the Commission, acting pursuant to said Section 8(a),
may determine.

                               TEREX CORPORATION
                             Cross Reference Sheet
               Pursuant to Item 501(b) of Regulation S-K Showing
      Location in Prospectus of Information Required by Items in Form S-1

1.   Forepart of Registration
   Statement and Outside Front
   Cover Page of Prospectus             Outside Front Cover Page of
                                         the Prospectus

2.   Inside Front and Outside Back
   Cover Pages of Prospectus            Inside Front and Outside Back
                                         Cover Pages of the
                                         Prospectus, Additional
                                         Information

3.   Summary Information/Risk Factors/
   Ratio of Earnings to Fixed
   Charges                              Prospectus Summary/Investment
                                         Considerations/Not Applicable

4.   Use of Proceeds                    Use of Proceeds

5.   Determination of Offering Price    Plan of Distribution

6.   Dilution                           Not Applicable

7.   Selling Security Holders           Selling Security Holders

8.   Plan of Distribution               Outside Front Cover Page of
                                         the Prospectus; Plan of
                                         Distribution

9.   Description of Securities to
   Be Registered                        Description of Securities

10.  Interests of Named Experts
      and Counsel                       Legal Matters; Auditors

11.  Information with Respect to
      the Registrant                    Outside Front Cover Page of
                                         the Prospectus; Prospectus
                                         Summary; The Company;
                                         Investment Considerations;
                                         Market for Common Stock and
                                         Dividend Policy;
                                         Capitalization; Selected
                                         Consolidated Financial Information;
                                         Management's Discussion and
                                         Analysis of Financial
                                         Condition and Results of
                                         Operations; Business;
                                         Principal Stockholders;
                                         Management; Certain
                                         Transactions; Description of
                                         Securities

12.  Disclosure of Commission
      Position on Indemnification
      for Securities Act Liabilities    Not Applicable

INFORMATION  CONTAINED  HEREIN  IS  SUBJECT  TO  COMPLETION  OR  AMENDMENT.   A
REGISTRATION STATEMENT RELATING TO  THESE SECURITIES  HAS BEEN  FILED WITH  THE
SECURITIES AND EXCHANGE COMMISSION.  THESE SECURITIES MAY NOT BE  SOLD NOR  MAY
OFFERS TO BUY BE ACCEPTED PRIOR TO THE TIME THE REGISTRATION STATEMENT  BECOMES
EFFECTIVE.    THIS PROSPECTUS  SHALL NOT  CONSTITUTE AN  OFFER TO  SELL OR  THE
SOLICITATION OF AN OFFER TO BUY NOR SHALL THERE BE ANY SALE OF THESE SECURITIES
IN ANY STATE IN WHICH SUCH OFFER, SOLICITATION OR SALE WOULD BE UNLAWFUL  PRIOR
TO REGISTRATION OR QUALIFICATION UNDER THE SECURITIES LAWS OF ANY SUCH STATE.

                             SUBJECT TO COMPLETION
                PRELIMINARY PROSPECTUS DATED FEBRUARY 16, 1994
                              1,300,000 Warrants
                               3,900,000 Shares
                               TEREX CORPORATION
                Common Stock Purchase Warrants and Common Stock

This  Prospectus  relates to  the registration  of (i)  1,300,000 common  stock
purchase warrants (the "Warrants") exercisable for shares of common stock,  par
value $.01 per share (the "Common Stock"), of Terex Corporation (the "Company")
and (ii) the shares of Common Stock issuable upon exercise or redemption of the
Warrants (the "Warrant  Shares").   The Warrants  were issued  by the  Company,
together with 1,200,000 shares of the Company's Series A Cumulative  Redeemable
Convertible Preferred Stock, par value $.01 per share (the "Preferred  Stock"),
in a private placement effected on December 20, 1993.  All of the Warrants  and
Warrant Shares are  being registered  for resale  by the  holders thereof  (the
"Selling Security Holders") and the Warrant  Shares are  also being  registered
for their issuance to the Selling Security Holders upon their  exercise of  the
Warrants.  See "Selling Security Holders."  The Company will not receive any of
the proceeds from the resale by the Selling Security Holders of the Warrants or
the Warrant Shares.   The Company  will receive  proceeds of  $.01 per  Warrant
Share issued upon exercise of the Warrants.

The  Warrants  are  not exercisable  for Warrant  Shares until  the opening  of
business  on  the  day  following  the date  designated as  the "Warrant  Ratio
Determination Date" by the Board of Directors of the Company, which date  shall
be a trading day during the 12 month period beginning on December 20, 1993  or,
if no such date is designated, the last day of such 12 month period;  provided,
that  if  the  Board  of  Directors  has  not  yet designated  a Warrant  Ratio
Determination Date and the Current Market Price (as defined under  "Description
of Securities--Warrants") of the Common Stock on any date during such 12  month
period equals or exceeds $18.00, the "Warrant Ratio Determination Date" will be
such date.  

Following the Warrant Ratio Determination Date and  until 5:00  p.m., New  York
time, on December 31, 2000 (unless earlier redeemed), each Warrant will entitle
the holder to purchase, at an exercise price  of $.01  per share,  a number  of
Warrant Shares (the "Warrant Ratio") equal  to (a)  3.0 Warrant  Shares if  the
Current  Market  Price  of  a  share  of  Common  Stock  on  the Warrant  Ratio
Determination Date  is $5.00  or less,  (b) a  number of  Warrant Shares  which
decreases from 3.0 shares to 1.0 share with the increase in such Current Market
Price from $5.00 to $18.00, if such Current Market Price is greater than  $5.00
but less than $18.00, and (c) 1.0 Warrant Share if such Current Market Price is
$18.00 or more.  The Warrant Ratio is subject to increase  upon the  occurrence
of certain  events  relating  to  the  Company's  obligation  to  effect   the
registration of the Warrants and the Warrant Shares.  The Company has  reserved
3,900,000 shares of Common Stock for issuance  upon exercise  of the  Warrants,
being the maximum number of shares that  will initially  be issuable  following
the  Warrant  Ratio   Determination  Date.     Following   the  Warrant   Ratio
Determination  Date,  the  Warrant  Ratio  is  subject to  adjustment upon  the
occurrence  of  certain dilutive  events.   See "Description  of Securities  --
Warrants."

The Warrants may be redeemed by the Company in whole, but not in  part, at  any
time on or after the Warrant Ratio Determination Date, for a number of  Warrant
Shares equal to the Warrant Ratio on the date of  redemption, if,  concurrently
with  such  redemption,  the  Company redeems  all then  outstanding shares  of
Preferred Stock.

The Common Stock is listed on the New York  Stock Exchange  (the "NYSE")  under
the trading symbol  "TEX."   On February  10, 1994,  the closing  price of  the
Common Stock on the NYSE was $8.25 per share.  See "Market for Common Stock and
Dividend Policy."  The Warrant Shares  have been  approved for  listing on  the
NYSE, subject to issuance.

Prior to this offering, there has been no public market for the Warrants.   The
Company does not intend to list the Warrants on any securities  exchange or  to
seek approval for quotation  of the  Warrants through  any automated  quotation
system.  There can be no assurance that an active market for the Warrants  will
develop.

The Selling Security Holders directly, through agents designated  from time  to
time, or through dealers or underwriters also to  be designated,  may sell  the
Warrants and Warrant Shares from time to time on terms to be determined at  the
time of sale through customary brokerage channels  or private  sales at  market
prices then prevailing or at negotiated prices then obtainable.  To the  extent
required, the specific Warrants  or Warrant  Shares to  be sold,  names of  the
selling security holders, purchase price, public offering price,  the names  of
any 
                                                       (continued on next page)

   THESE SECURITIES HAVE NOT BEEN APPROVED OR DISAPPROVED BY THE SECURITIES 
        AND EXCHANGE COMMISSION OR ANY STATE SECURITIES COMMISSION NOR 
            HAS THE SECURITIES AND EXCHANGE COMMISSION OR ANY STATE
               SECURITIES COMMISSION PASSED UPON THE ACCURACY OR
               ADEQUACY OF THIS PROSPECTUS.  ANY REPRESENTATION
                    TO THE CONTRARY IS A CRIMINAL OFFENSE.

                 The date of this Prospectus is _______, 1994.
- -------------------------------------------------------------------------------
                                      
such agent, dealer or underwriter, amount of expenses of the  offering and  any
applicable commission or discount with respect to  a particular  offer will  be
set  forth  in  an accompanying  Prospectus Supplement.   Each  of the  Selling
Security  Holders reserves  the sole  right to  accept and,  together with  its
agents from time to time, to reject in whole or in part  any proposed  purchase
of Warrants or Warrant Shares to be made directly or through agents.
See "Plan of Distribution" for indemnification arrangements  among the  Company
and the Selling Security Holders.

For a discussion of certain matters which should be  considered by  prospective
investors, see "Investment Considerations."

                             AVAILABLE INFORMATION

The Company  is subject  to the  informational requirements  of the  Securities
Exchange  Act  of  1934, as  amended (the  "Exchange Act"),  and in  accordance
therewith is required to file reports, proxy statements  and other  information
with the Securities and Exchange Commission (the "Commission").  Such  reports,
proxy  statements and  other information  can be  inspected and  copied at  the
public reference facilities maintained by the Commission at its offices at Room
1024, Judiciary Plaza, 450 Fifth Street, N.W.,  Washington, D.C.  20549 and  at
the regional offices of the  Commission located  at Seven  World Trade  Center,
13th Floor, New York, New York  10048 and  at Northwestern  Atrium Center,  500
West Madison Street, 14th Floor, Chicago, Illinois 60661-2511.  Copies of  such
materials can be obtained  by mail  from the  Public Reference  Section of  the
Commission at Judiciary Plaza, 450 Fifth Street, N.W., Washington, D.C.  20549,
at prescribed rates.

The Common Stock is listed on the NYSE and reports, proxy statements and  other
information concerning the Company may also be inspected at the NYSE.
The Company has filed with the Commission a Registration Statement on Form  S-1
under  the  Securities  Act with  respect to  the Warrants  and Warrant  Shares
offered hereby.  The Prospectus, which constitutes a part  of the  Registration
Statement,  does  not  contain  all  of  the  information  set  forth  in   the
Registration Statement and the exhibits and schedules thereto, as permitted  by
the rules and  regulations of  the Commission.   For  further information  with
respect to the  Company and  the Warrants  and Warrant  Shares offered  hereby,
reference is made to the Registration Statement, including the exhibits thereto
and the financial  statements, notes  and schedules  filed as  a part  thereof,
which may be inspected and copied  at the  public reference  facilities of  the
Commission referred to above.  Statements contained  in this  Prospectus as  to
the contents of any contract or other  document are  not necessarily  complete,
and in each instance reference is made to  the full  text of  such contract  or
document filed as an exhibit to the Registration Statement, each such statement
being qualified in all respects by such reference.

The  Company  furnishes  stockholders  with annual  reports containing  audited
financial statements.  The Company also furnishes its  stockholders with  proxy
material for its annual meetings complying with the proxy  requirements of  the
Exchange Act.

                              PROSPECTUS SUMMARY

The following summary is qualified in its entirety by,  and should  be read  in
conjunction with, the more detailed  information and  financial statements  and
notes  thereto  appearing  elsewhere  in  this  Prospectus.   Investors  should
carefully  consider the  information set  forth under  the caption  "Investment
Considerations."

The Company

Terex Corporation ("Terex" or the "Company") is  a global  provider of  capital
goods and equipment used in  the mining,  commercial building,  infrastructure,
manufacturing  and  construction  industries.    Through  the  Company's  Heavy
Equipment Segment, the Company  designs, manufactures  and markets  heavy-duty,
off-highway, earthmoving, construction, lifting, material  handling and  aerial
lift  equipment  and related  components and  replacement parts.   Through  its
Material Handling Segment, the Company is engaged  in designing,  manufacturing
and marketing a complete line of internal combustion ("IC")  and electric  lift
trucks, electric walkies, automated pallet trucks, industrial tow tractors  and
related components and replacement parts.  Terex also owns an approximate 22.6%
equity  interest  in  Fruehauf  Trailer  Corporation  ("Fruehauf").    Fruehauf
designs, manufactures and markets truck trailers, making a wide  range of  van,
refrigerated, platform, tank, dump trailer and other models, and related  parts
and accessories.  See "The Company" and "Business."

The Offering

On December 20,  1993 (the  "Issue Date"),  the Company  completed the  private
placement  of (i)  1,300,000 common  stock purchase  warrants (the  "Warrants")
exercisable for shares of common stock, par value $.01 per  share (the  "Common
Stock"), of the Company and (ii)  1,200,000 shares  of the  Company's Series  A
Cumulative Redeemable Convertible Preferred Stock (the  "Preferred Stock"),  to
institutional investors for aggregate gross proceeds  to the  Company of  $30.2
million.  Jefferies & Company, Inc. ("Jefferies") was the  placement agent  for
the  sale  of  the  Warrants and  Preferred Stock.   The  Warrants were  issued
pursuant to the terms of a Warrant Agreement dated as of December 20, 1993 (the
"Warrant Agreement") between the Company and Mellon  Securities Trust  Company,
as Warrant Agent (the "Warrant Agent").

In connection with the sale of the Warrants, the Company and the purchasers  of
the Warrants entered into a Registration Rights Agreement dated as of  December
20, 1993 (the "Warrant Registration Rights Agreement") relating to the Warrants
and the shares of  Common Stock  issuable upon  exercise or  redemption of  the
Warrants  (the  "Warrant  Shares").    Pursuant  to  the terms  of the  Warrant
Registration  Rights Agreement,  the Company  agreed to  file the  Registration
Statement of which this Prospectus forms a part and is required to maintain the
effectiveness of this Registration Statement  until all  Warrants and  Warrants
Shares have been sold pursuant to an effective registration  statement or  Rule
144 under the Securities Act.

Summary of Terms of the Warrants

Issuer                        Terex Corporation.
Issue                         Common Stock Purchase Warrants exercisable for
                              shares of Common Stock.  The  number of  Warrant
                              Shares   for   which   each   Warrant  will   be
                              exercisable  (the  "Warrant   Ratio")  will   be
                              determined as of the Warrant Ratio Determination
                              Date, as described below.
Aggregate Number of Warrants  1,300,000.
Expiration Date               The Warrants will expire at 5:00 p.m. New York
                              time  on  December  31,  2000  (unless   earlier
                              redeemed).
Optional Redemption           The Warrants will be redeemable upon not less
                              than  30  days  prior  written  notice  by   the
                              Company, in whole but not in part,  at any  time
                              on or after the Warrant Ratio Determination Date
                              (as described below); provided, that the Company
                              concurrently redeems all then outstanding shares
                              of  Preferred  Stock.    Each  Warrant  will  be
                              redeemable for a number of Warrant Shares  equal
                              to the Warrant Ratio on the date of redemption.
Warrant Ratio                 Each Warrant entitles the holder thereof to
                              purchase a number of Warrant Shares initially as
                              determined  below.   If for  the 30  consecutive
                              trading  days  ending  on   the  Warrant   Ratio
                              Determination Date, the  average closing  market
                              price per share of Common Stock is:
                              (i)  $5.00 per share or lower, each Warrant will
                              be exercisable for 3.0 Warrant Shares;
                              (ii)  between $5.00 and $18.00 per share, each
                              Warrant  will  be  exercisable for  a number  of
                              Warrant Shares which decreases  from 3.0  shares
                              to 1.0 share with the increase  in such  average
                              per  share closing  market price  from $5.00  to
                              $18.00; or
                              (iii)  $18.00 per share or greater, each Warrant
                              will be exercisable for 1.0 Warrant Share.
                              The Company shall give the holders of Warrants
                              written notice of the Warrant Ratio on or  prior
                              to  the  fifth  day  after  the  Warrant   Ratio
                              Determination  Date.    The  Warrant  Ratio   is
                              subject  to  increase  upon  the  occurrence  of
                              certain   events  relating   to  the   Company's
                              obligation  to  effect the  registration of  the
                              Warrants and the Warrant Shares.  Following  the
                              Warrant  Ratio Determination  Date, the  Warrant
                              Ratio  is   subject  to   adjustment  upon   the
                              occurrence of certain dilutive events.
Exercise Price                $.01 per Warrant Share purchased upon the
                              exercise of the Warrants.
Warrant Ratio 
Determination Date            A date designated by the Board of Directors of
                              the Company, which date shall be  a trading  day
                              during  the  12  month period  beginning on  the
                              Issue Date or, if  no such  date is  designated,
                              the last day of such 12 month period;  provided,
                              that  if  the  Board  of Directors  has not  yet
                              designated  a Warrant  Ratio Determination  Date
                              and  the  average  closing price  of the  Common
                              Stock equals or exceeds $18.00 per share for any
                              30 consecutive trading days during such 12 month
                              period,  the  Warrant  Ratio Determination  Date
                              will be the last such trading day.  The Warrants
                              will not be exercisable for Warrant Shares prior
                              to the Warrant  Ratio Determination  Date.   The
                              Company  will  give  the  holders  of   Warrants
                              written    notice   of    the   Warrant    Ratio
                              Determination  Date  on  or  prior  to the  25th
                              trading   day   before    the   Warrant    Ratio
                              Determination Date. 

Investment Considerations
See "Investment Considerations" for a discussion of certain factors that should
be considered in connection with an investment in the Warrants and the  Warrant
Shares.

                      SUMMARY CONSOLIDATED FINANCIAL DATA
                    (in thousands except per share amounts)

The following summary consolidated financial data is derived from the  Selected
Consolidated Financial  Information appearing  elsewhere in  this Prospectus.  
Certain prior year financial information has been  adjusted to  conform to  the
1992  classification  and  restated  as  further   discussed  in   Note  B   --
"Restatements" to the Consolidated Financial Statements for December 31, 1992. 
As explained in Note B of the Notes  to Consolidated  Financial Statements  for
December 31, 1992 and Note F of the Notes to  Condensed Consolidated  Financial
Statements for September 30, 1993, the financial  statements and,  accordingly,
the summary financial information presented herein, are presented giving effect
to the deconsolidation of Fruehauf as of January 1, 1992:

                   Nine Months
                      Ended        As of and for the Year Ended December 31,
                  September 30,
                       1993       1992      1991      1990      1989      1988

Summary of Operations (1)
  Net Sales         $519,510  $523,355   $784,194$1,023,178   $790,903 $343,721
  Income (loss)
   from
   operations       (18,369)   (4,125)   (36,200)    44,386     39,397   21,994
  Net income (loss) (45,095)  (57,175)  (29,786)      6,053     17,772   13,418
  Net income (loss)
   per share (2)      (4.53)    (5.75)     (3.00)      0.61      1.82     1.20
Ratio of earnings
 to fixed
 charges (3)          (4)       (4)        (4)         1.1x      1.4x      2.0x
Total Assets        $402,576  $477,356   $617,203  $745,065   $833,338 $287,864
Capitalization (5)
  Long-term debt
   and notes
   payable,
   including
   current
   maturities      $ 229,115  $217,605   $216,085  $305,858   $309,796 $109,858
  Stockholders'
   investment       (57,868)   (6,168)     59,881   101,257     80,248   66,912
  Book value
   per share (2)    $ (5.81)   $(0.62)     $6.03     $10.24     $8.24     $6.89
  Dividends per
   share  (2)            ---       ---     $0.06      $0.05     $0.04       ---

(1)  The  Selected Financial Data  includes the  results of  operations of  the
businesses acquired from  the date  of their  respective acquisitions.   See  a
further discussion of acquisitions in Note C --  "Acquisitions" and  Note D  --
"Investment in  Fruehauf Trailer  Corporation"   in the  Notes to  Consolidated
Financial Statements for December 31, 1992. 
(2)  The net income (loss) per share, book value  per share  and dividends  per
share for all  periods shown  above reflect  the May  1990 five-for-four  stock
split.
(3)    For purposes  of determining  the ratio  of earnings  to fixed  charges,
earnings are defined as income from continuing operations before income  taxes,
minority  interest,  extraordinary  items  and  fixed charges.   Fixed  charges
consist of interest on indebtedness, amortization  of debt  issuance costs  and
rental expense representative of the interest factor.
(4)  The ratio of earnings to fixed charges is less than 1.0 for these periods.
 The deficiency amounts are $44,225  for the  nine months  ended September  30,
1993, $22,130 for 1992 and $50,890 for 1991.
(5)    See  "The Company  -- Recent  Developments" and  "Capitalization" for  a
description of the Preferred Stock  and Warrants  issued in  December 1993  and
presentation of resulting pro forma capitalization.

                           INVESTMENT CONSIDERATIONS

In addition to other matters described in this Prospectus, the following should
be carefully considered in connection with an  investment in  the Warrants  and
the Warrant Shares:

Continued Losses From Operations and Uncertainties

In their report dated April 14, 1993 on the Company's 1992 financial statements
(set forth on page F-3), the Company's independent accountants indicated in  an
explanatory  paragraph that  there are  matters which  raise substantial  doubt
about the Company's ability to continue as a going  concern.   The Company  has
suffered recurring and significant losses from operations, which have continued
during 1993.  The Company has also experienced cash flow difficulties and has a
net capital deficiency.  On a consolidated  basis, the  Company experienced  an
operating loss of approximately $4.1 million and  a net  loss of  approximately
$57.2 million (approximately $22.1 million, excluding the  Company's equity  in
the  net  losses  of Fruehauf)  for the  year ended  December 31,  1992 and  an
operating loss of approximately $18.4 million and a net  loss of  approximately
$45.1 million for the nine months ended September 30, 1993.  See  "Management's
Discussion and Analysis of Financial Condition and Results of Operations."

High Leverage, Substantial Payment Obligations
and Compliance with Restrictions Imposed by Lenders

The Company is highly leveraged.  As  of September  30, 1993,  the Company  had
approximately $229.1 million of debt and negative stockholders' equity of $57.9
million.    The  Company has  outstanding Senior  Secured Notes  due 1996  (the
"Secured Notes") in  the aggregate  principal amount  of $160.0  million as  of
September 30, 1993 and Senior Subordinated  Notes due  1997 (the  "Subordinated
Notes";  together  with  the  Secured  Notes,  the  "Notes")  in the  aggregate
principal amount of approximately $33.3 million as of September 30, 1993.   The
Company  also  has outstanding  as of  September 30,  1993 approximately  $18.7
million under a permanent lending facility of up to $20  million (the  "Lending
Facility")   provided  by   Foothill  Capital   Corporation  ("Foothill")   and
approximately $6.1 million in acquisition debt due July 1994.  

This substantial  leverage has  several important  consequences, including  the
following: (i) the ability of the Company to obtain additional financing in the
future may be impaired,  (ii) the  significant interest  expense and  principal
repayment obligations will require a substantial amount of  the Company's  cash
flow to be expended on debt service (in  1994, approximately  $27.6 million  of
interest on the Secured Notes, the Subordinated Notes and the Lending  Facility
(of which  approximately $12.9  million has  been paid  as of  February 1)  and
approximately  $14.4  million  for  a  required  sinking  fund  payment on  the
Subordinated Notes and  the maturity  of the  acquisition debt)  and (iii)  the
Company's  ability  to  withstand  competitive   pressures,  adverse   economic
conditions   and   adverse  changes   in  governmental   regulation,  to   make
acquisitions, and to take advantage of significant business opportunities  that
may arise, may be negatively impacted.

The  instruments  governing  the  Company's  indebtedness contain  a number  of
restrictive covenants, including covenants limiting the incurrence of debt  and
sales of assets and requiring the Company to maintain certain financial  ratios
and specified levels of net worth.  Adverse operating results,  whether in  the
near  future or  thereafter, could  cause non-compliance  with the  instruments
governing the Company's indebtedness.

As of July 31, 1993, the Company was not in  compliance with  the tangible  net
worth covenant under the Lending Facility.  Following the closing on August 20,
1993  of  Fruehauf's  restructuring  and  financing  transactions described  in
"Business -- Fruehauf Trailer Corporation," Foothill agreed that the  Company's
noncompliance with the tangible net worth covenant under  the Lending  Facility
is no longer continuing.  Foothill also waived the noncompliance.  The  Company
believes,  based  on  management's  current  estimates,  that  it  will  be  in
compliance  with such  covenant over  the next  12 months.   See  "Management's
Discussion and Analysis of Financial Condition and Results of Operations."

The  indentures  governing  the  Notes require,  among other  things, that  the
Company maintain certain levels of tangible net worth  ("Net Worth  Covenants")
and collateral ("Collateral Covenant").  In the  event that  the Company's  net
worth is not in excess of the amount required under the Net Worth Covenants for
any two consecutive quarters, the Company must offer to repurchase, at par plus
accrued interest, 20% of the outstanding principal amount of the Notes.  In the
event the Company is not in compliance with the Collateral Covenant at the  end
of any calendar quarter,  the Company  must offer  to repurchase,  at par  plus
accrued interest, $16.0 million principal amount of the Secured  Notes or  such
greater amount as would be necessary to bring the Company into compliance  with
the Collateral Covenant.  As of September 30, 1993, the Company's tangible  net
worth as defined in the Notes indentures was less than the $15 million  minimum
set forth  in the  indentures.   Management believes  that the  Company was  in
compliance with the Net Worth Covenants and Collateral Covenant at December 31,
1993.  If the Company continues to sustain losses from operations,  it may  not
be in compliance with the Net Worth Covenants in the future.    If any offer to
repurchase Notes were required to be made, it is likely that the Company  would
require additional funding  to complete  the offer,  and if  such funding  were
unavailable to it, the Company would be unable to comply with the terms of  the
Notes and the maturity of the  Notes may  be accelerated.   Such  circumstances
would result in a  material adverse  impact on  the Company  and its  financial
position.  See "Management's Discussion and Analysis of Financial Condition and
Results of Operations."

On December 20, 1993, the Company completed the private placement of  1,200,000
shares of the Preferred Stock and 1,300,000 Warrants for aggregate net proceeds
to the Company of $27.2 million.  See "The  Company --  Recent Developments."  
The  proceeds  of such  private placement  are being  used by  the Company  for
additional working capital.   In addition,  in December  1993, Terex  Equipment
Limited ("TEL"), a subsidiary of the Company located in Scotland, entered  into
a  pd28  million  ($42  million) credit  facility with  Standard Chartered  Bank
providing  for a  credit facility  and foreign  exchange and  bonding lines  of
credit.    The  Company  is also  generating cash  through the  sale of  excess
inventory  in   the  Heavy   Equipment  Segment,   deferring  certain   capital
expenditures,  selling  certain  real estate  and other  assets and  continuing
corporate wide cost containment efforts.  Management believes that the  Lending
Facility together with these additional financings, new equity  and other  cash
generating activities, will allow  the Company  to meet  its operating  payment
obligations on a timely basis.  See  "Management's Discussion  and Analysis  of
Financial  Condition  and  Results  of  Operations  --  Liquidity  and  Capital
Resources."

Uncertainty as to Warrant Ratio 

The Warrants  are not  exercisable until  the opening  of business  on the  day
following the Warrant Ratio Determination Date.  Under the terms of the Warrant
Agreement, the designation of the Warrant Ratio  Determination Date  is in  the
discretion of the Board of Directors of the  Company, provided  that such  date
must occur on or before December 20, 1994 and that such date will occur earlier
if the Current Market Price per share of Common Stock equals or exceeds  $18.00
before such date.  Until the occurrence  of such  date, the  number of  Warrant
Shares issuable upon exercise of a Warrant, and the value of the Warrants  when
they first become exercisable, are not determinable.
Absence of Public Market

As of January 19,  1994, there  were 21  holders of  the Warrants.   There  has
previously been no public market for the Warrants.  The Company does not intend
to  list  the  Warrants  on any  securities exchange  or to  seek approval  for
quotation through any automated quotation system.   There can  be no  assurance
that an active market for the Warrants will develop.  In addition, resales of a
substantial percentage of the outstanding Warrants could constrain the  ability
of any market maker to develop or maintain a market for the Warrants.   To  the
extent that a market for the Warrants  does develop,  the market  value of  the
Warrants  will  depend  on  the  price of  the Common  Stock, general  economic
conditions, the Company's financial condition and other conditions  and may  be
subject to substantial price volatility.  

Future Sales of Common Stock; Control

The Company is unable to predict the effect, if any, that any  future sales  of
Common Stock, including the shares of Common Stock covered hereby, will have on
the market price of the Common Stock and, therefore, the value of the Warrants,
prevailing from time to time.

As of the date of this Prospectus, Randolph W.  Lenz is  the beneficial  owner,
directly and indirectly, of approximately 49.1% of the outstanding Common Stock
of the Company.   Mr.  Lenz currently  pledges, and  intends to  pledge in  the
future,  shares  of  Common Stock  owned by  him as  collateral for  loans.   A
registration statement has been filed with the Commission with  respect to  all
of the shares of Common Stock  directly owned  by Mr.  Lenz, and  Mr. Lenz  has
advised the Company that such registration is for the  purpose of  facilitating
financing by Mr. Lenz through the pledge of his shares  of Common  Stock.   See
"Principal Stockholders."  If Mr. Lenz does not pay  such loans  when due,  the
pledgee may have the right to sell the shares of Common Stock pledged to it  in
satisfaction of Mr. Lenz's obligations.   The sale  or other  disposition of  a
substantial amount of such shares of Common Stock  in the  public market  could
adversely  affect  the  prevailing  market  price  for  the  Common Stock  and,
therefore, the value of the Warrants.  In addition, the sale  of a  substantial
amount of such pledged shares of Common Stock by a  pledgee could  result in  a
change of control of the Company under the  indentures relating  to the  Notes,
requiring the Company to offer  to repurchase  certain of  these securities  as
provided for in their respective indentures. 

Pursuant to the terms of  a Registration  Rights Agreement  dated December  20,
1993 relating to the Preferred Stock (the "Preferred Stock Registration  Rights
Agreement"), the Company agreed to file a shelf registration statement covering
the outstanding shares of Preferred Stock and  the 2,700,000  shares of  Common
Stock which may be issuable upon conversion of the Preferred Stock.   The  sale
or other disposition of a substantial number of such shares of Common Stock  in
the public market could adversely affect the  prevailing market  price for  the
Common Stock and, therefore, the value of the Warrants.

Dividend Policy

Contractual  restrictions  exist  which  limit  the  Company's  ability to  pay
dividends on its capital stock.  The terms of  the Preferred  Stock also  limit
the Company's ability to pay cash dividends on any  class of  capital stock  of
the  Company  junior  to  or  on  a  parity  with  the  Preferred  Stock.   See
"Description of Securities -- Preferred Stock."  The Company does  not plan  on
paying dividends on the Common Stock in the foreseeable future.   In  addition,
under Delaware law the Company's ability  to pay  dividends is  subject to  the
statutory limitation that such payment be either (i)  out of  its surplus  (the
excess of its net assets over  its total  liabilities plus  stated capital)  or
(ii) in the event that there is  no surplus,  out of  its net  profits for  the
fiscal year in which the dividend is declared and/or the preceding fiscal year.
 See "Market for Common Stock and Dividend Policy."

Industry Cyclicality

The Company's Heavy Equipment and Material Handling  Segments have  experienced
declines  in  sales  which are  in part  attributable to  the overall  economic
slowdown and weakness of industry demand faced both domestically  and abroad.  
Sales of products manufactured  by the  Heavy Equipment  and Material  Handling
Segments have historically been subject to substantial cyclical variation based
on  general  economic  conditions.    See   "Selected  Consolidated   Financial
Information" and "Management's Discussion and Analysis  of Financial  Condition
and Results of Operations."

Environmental and Related Matters

The Company's production facilities and operations are subject to a variety  of
federal, state, local and foreign environmental, health and job safety laws and
regulations.  The Company believes that reserves and  planned expenditures  are
adequate to meet  potential liabilities  and costs  in the  next several  years
attributable to applicable environmental, health and job safety requirements.  
Environmental liabilities (especially those relating to discontinued production
or waste disposal practices) are very difficult to quantify, and it is possible
that  litigation  or regulatory  action may  require significant  unanticipated
expenditures or otherwise adversely affect  the Company.   The  Company is  not
aware of any conditions or  circumstances that,  under applicable  governmental
environmental,  health  or  safety  regulations or  requirements, will  require
expenditures by the Company  which management  believes would  have a  material
adverse  effect  on  its  businesses.     The  Company   may  have   contingent
responsibility for certain environmental  liabilities of  Fruehauf if  Fruehauf
fails to discharge its obligation, to the  extent that  such liabilities  arose
during the time period during which Terex  was the  controlling stockholder  of
Fruehauf.    The  Company  believes that  Fruehauf's significant  environmental
liabilities  predate  Terex's  acquisition  of  Fruehauf,  and  therefore   any
contingent responsibility of the Company  is not  expected to  have a  material
adverse effect on the Company.  See "Business -- Environmental Considerations."

THE COMPANY

Terex is a global provider of capital goods and equipment used  in the  mining,
commercial building, infrastructure, manufacturing and construction industries.
  Through  the  Company's  Heavy  Equipment  Segment,   the  Company   designs,
manufactures and  markets heavy-duty,  off-highway, earthmoving,  construction,
lifting, material handling and aerial lift equipment and related components and
replacement  parts.   Through  its Material  Handling Segment,  the Company  is
engaged in designing, manufacturing and marketing a complete  line of  internal
combustion and electric lift trucks, electric walkies, automated pallet trucks,
industrial tow tractors and related components  and replacement  parts.   Terex
also owns an approximate 22.6% equity interest in Fruehauf.  Fruehauf  designs,
manufactures  and  markets  truck  trailers,  making  a  wide  range  of   van,
refrigerated, platform, tank, dump trailer and other models, and related  parts
and  accessories.    Fruehauf recently  restructured its  debt obligations  and
completed new financings.  See "Business -- Fruehauf Trailer Corporation."

The Company has grown through acquisitions and has had considerable  experience
in restructuring and operating capital goods manufacturers, particularly in the
off-road truck and construction and industrial equipment industries.  Following
an acquisition, in order to  improve profitability,  the Company  traditionally
(i)  consolidates  manufacturing   operations,  (ii)   adjusts  new   equipment
production capacity to  meet the  actual level  of demand  in the  marketplace,
(iii)  reduces  corporate  overhead  and (iv)  emphasizes that  portion of  the
business that yields the highest  margins, particularly  the replacement  parts
business.  More specifically, this strategy involves elimination of  marginally
profitable or unprofitable product lines, closing underutilized and inefficient
plants, liquidating excess inventories and substantially reducing personnel.

The Company's management has made nine acquisitions since 1983.  The  following
table lists these acquisitions and their respective product lines:

                              Date of
Business                      Acquisition         Current Product Lines

Northwest Engineering         November 1983       Draglines, cranes and
 Company                                           replacement parts

BCP Construction Products     March 1985          DYNAHOE backhoe/loader and
 Division                                          replacement parts for 
                                                   Bucyrus-Erie machines

Terex Division                December 1986       Haulers, scrapers, loaders,
                                                   crawlers and replacement
                                                   parts

Koehring Cranes & Excavators  January 1987        Cranes, excavators, and
 Division                                          replacement parts

Terex Equipment Limited       June 1987           Haulers, scrapers, loaders,
                                                   crawlers and replacement
                                                   parts

Unit Rig Division             July 1988           Large haulers and loaders and
                                                   replacement parts

Fruehauf Trailer Corporation  July 1989           Truck trailers and related
                                                   parts and services

Mark Industries, Inc.         December 1991       Aerial lift equipment and
                                                   replacement parts

Clark Material Handling       July 1992           Internal combustion and
 Company and certain                               electric lift trucks and
 affiliated entities                               replacement parts

Each  of  these  businesses  possesses  three  key  attributes that  management
believes  enhance  the  Company's  ability  to  improve  its   cash  flow   and
profitability:  (i) a long operating history and, thus, a significant number of
units currently in the field that require replacement  parts; (ii)  significant
brand  name recognition  in the  industry and  a well-established  distribution
network, principally through dealers, within its specialty  markets; and  (iii)
new machine manufacturing capabilities which can be, if appropriate, adapted to
serve specialty, higher margin markets involving products  designed to  address
specific user needs and manufactured in low to medium production volumes.

The principal executive offices of the  Company are  located at  500 Post  Road
East, Westport, Connecticut 06880 and its telephone number is (203) 222-7008.

Recent Developments

The Company has continued to incur operating losses subsequent to September 30,
1993.

On  December  20,  1993, the  Company completed  the private  placement of  the
Warrants and the Preferred Stock to institutional investors  for aggregate  net
proceeds  to  the  Company  of $27.2  million.   The proceeds  of such  private
placement  are  being  used by  the Company  for additional  working capital.  
Jefferies was the placement agent for the sale of the Preferred  Stock and  the
Warrants.  In connection with the sale of the Warrants and the Preferred Stock,
the Company and the purchasers of the Warrants and the Preferred Stock  entered
into  the  Warrant  Registration  Rights  Agreement  and  the  Preferred  Stock
Registration Rights Agreement.  See "Description of Securities -- Warrants" and
"-- Preferred Stock."

In December 1993, the Company repurchased in the open market  Secured Notes  in
the aggregate principal amount of $5.0 million for approximately $4.5  million,
including accrued interest, and the Company had such Secured Notes cancelled as
of December 31, 1993.

In December 1993, the  Company sold  1,000,000 shares  of the  common stock  of
Fruehauf in two separate transactions, which reduced  the Company's  percentage
ownership interest in Fruehauf to approximately 22.6%,  for aggregate  proceeds
to the Company of approximately $3.0 million.  The Company intends  to make  an
offer to purchase approximately $3.0 million  of outstanding  Secured Notes  in
the second quarter  of 1994  pursuant to  the terms  of the  indenture for  the
Secured Notes.

USE OF PROCEEDS

The  Company  will  receive  proceeds  of $.01  per Warrant  Share issued  upon
exercise  of the  Warrants, for  an aggregate  amount of  up to  $13,000.   The
Company will use such proceeds for general  corporate purposes.   All  Warrants
and Warrant Shares  covered hereby  being registered  for resale  are being  so
registered for the account of the  Selling Security  Holders and,  accordingly,
the  Company  will  not receive  any of  the proceeds  from the  resale of  the
Warrants or Warrant Shares by the Selling Security Holders.

MARKET FOR COMMON STOCK AND DIVIDEND POLICY

Effective March 19, 1991, the Company's  Common Stock  was listed  on the  NYSE
under the symbol "TEX".  
Quarterly Market Prices
                       1993                               1992
           Fourth Third  Second First     Fourth  Third  Second   First  
High       $9.25 $ 8.13 $10.75$11.88     $12.75 $12.50  $16.25 $18.50
Low         6.38   6.25   6.63  9.13       6.63   8.13    9.50  12.75

No dividends were declared or paid in 1993 or 1992.  As discussed in Note I  --
"Long-Term Obligations" to the  Consolidated Financial  Statements, certain  of
the Company's debt agreements contain restrictions as  to the  payment of  cash
dividends.  Under these  agreements, no  retained earnings  were available  for
dividends at December 31, 1993.  The terms of the Preferred Stock also restrict
the  Company's  ability  to  pay  cash  dividends  on  the Common  Stock.   See
"Description of Securities -- Preferred Stock."  The Company intends  generally
to retain earnings, if any, to fund the development and growth of its business.
 The Company does  not plan  on paying  dividends on  the Common  Stock in  the
forseeable future.  Any future payments of cash dividends will depend upon  the
financial condition, capital requirements and earnings of the Company, as  well
as other factors that the Board of Directors may deem relevant.

As of January 1, 1994,  there were  895 stockholders  of record  of the  Common
Stock.

CAPITALIZATION

The following table sets forth the consolidated capitalization  of the  Company
as of September 30, 1993.  The table  should be  read in  conjunction with  the
consolidated financial statements of the Company and the related notes  thereto
included elsewhere in  this Prospectus.   The  Company has  continued to  incur
operating losses subsequent to September 30, 1993.  See "The Company --  Recent
Developments" and "Selected Consolidated Financial Information."

                                                      (In thousands)
                                                  Actual     Pro Forma (1)
Notes payable and long-term debt
 (including current portion):
  Secured Notes                                $159,080  (2)  $ 159,080
  Subordinated Notes                             32,633  (3)     32,633
  Lending Facility                               18,650  (4)     18,650
  Other debt, including notes payable            18,752  (5)     18,752
    Total notes payable and long term debt       229,115        229,115

Redeemable Convertible Preferred Stock               ---         10,328

Stockholders' investment
  Common Stock Purchase Warrants                     ---         16,851
  Common Stock                                       100            100
  Additional paid-in capital                      37,808         37,808
  Retained deficit                              (81,326)       (81,326)
  Pension liability adjustment                   (4,452)        (4,452)
  Foreign currency translation adjustment        (9,998)        (9,998)
    Total stockholders' investment              (57,868)       (41,017)

Total capitalization                            $171,247       $198,426

(1)  Presented as  if 1,200,000  shares of  the Preferred  Stock and  1,300,000
Warrants were issued as of  September 30,  1993.   See "The  Company --  Recent
Developments."
(2)  Represents $160.0 million principal amount of Secured Notes (of which $5.0
million were repurchased subsequent to September 30, 1993) which bear  interest
at 13% and are due August 1996.  These notes are secured  by substantially  all
inventory and property, plant and equipment of the Company's Material  Handling
and Heavy Equipment  Segments as  well as  the Company's  investment in  common
stock of Fruehauf.
(3)  Represents $33.3 million  principal amount  of   Subordinated Notes  which
bear  interest  at  13.5%,  are  payable  in  equal   annual  installments   of
approximately $8.3 million and  are finally  due July  1997.   These notes  are
secured  by  a  secondary  position  in  substantially  the  same assets  which
collateralize the Secured Notes.
(4)    The Lending  Facility bears  interest at  a fluctuating  rate (8.75%  at
September 30, 1993) based on the prime rate.    The  Lending Facility  provides
for revolving credit loans and guarantees of letters of credit of  up to  $20.0
million and matures on August 24, 1995.  Borrowings under the Lending  Facility
are secured by a lien on substantially all of the Company's  domestic cash  and
accounts receivable.
(5)  See Note I of the Notes to Consolidated Financial Statements for  December
31,  1992, included  elsewhere in  this Prospectus,  for a  description of  the
Company's other debt.

                  SELECTED CONSOLIDATED FINANCIAL INFORMATION
             (in thousands except per share amounts and employees)

Selected Financial Data (1)

                    Nine Months 
                       Ended       As of and for the Year Ended December 31,
                   September 30,
                        1993      1992      1991      1990      1989      1988

Summary of Operations  (2)
   Net Sales        $519,510   $523,355 $784,194$1,023,178  $790,903   $343,721
   Income (loss)
    from operations (18,368)    (4,125)$(36,200)   $44,386   $39,397    $21,994
   Net income (loss)(45,095)   (51,175) (29,786)     6,053    17,772     13,418
   Net income (loss)
    per share (3)     (4.53)    (5.75)    (3.00)     0.61      1.82       1.20
Ratio of
 earnings to
 fixed charges (4)    (5)       (5)       (5)        1.1x      1.4x       2.0x
Working Capital 
   Current assets   $267,589   $319,235 $361,945  $434,533  $483,736   $254,595
   Current
    liabilities      187,539    222,014  244,301   240,310   306,731     95,410
   Working capital    80,050     97,221  117,644   194,223   177,005    159,185
   Current ratio        1.4       1.4       1.5       1.8       1.6       2.7
Property, Plant and Equipment 
   Net property,
    plant and
    equipment       $101,543   $116,279 $129,560  $170,592  $179,016    $27,312
   Capital
    expenditures       8,529      5,382    4,098     8,707     2,934      3,263
   Depreciation       11,615      7,074   11,028    10,930     7,728      3,686
Total Assets        $402,576   $477,356 $617,203  $745,065  $833,338   $287,864
Capitalization (6) 
   Long-term debt
    and notes payable, 
    including current
    maturities      $229,115   $217,605 $216,085  $305,858  $309,796   $109,858
   Stockholders'
    investment      (57,868)    (6,168)   59,881   101,257    80,248     66,912
   Book value
    per share (3)     $(5.81)   $(0.62)    $6.03    $10.24     $8.24     $6.89
   Dividends
    per share (3)        ---       ---     $0.06     $0.05     $0.04       ---
   Return on
    average
    stockholders'
    investment          ---        ---    (37.0)%     6.7%24.2%23.6%
   Shares
    outstanding at
    period-end (3)     9,953      9,949    9,923     9,893     9,743      9,713
Employees             3,150       3,056    6,980     8,000     9,406      2,585

(1)  Certain prior year financial information has been adjusted  to conform  to
the  1992  classification  and  restated  as  further  discussed in  Note B  --
"Restatements" to the Consolidated Financial Statements for December 31, 1992. 
As explained in Note B of the Notes  to Consolidated  Financial Statements  for
December 31, 1992 and Note F of the Notes to  Condensed Consolidated  Financial
Statements for September 30, 1993, the financial  statements and,  accordingly,
the summary financial information presented herein, are presented giving effect
to the deconsolidation of Fruehauf as of January 1, 1992. 
(2)  The  Selected Financial Data  includes the  results of  operations of  the
businesses acquired from  the date  of their  respective acquisitions.   See  a
further discussion of acquisitions in Note C --  "Acquisitions" and  Note D  --
"Investment in  Fruehauf Trailer  Corporation"   in the  Notes to  Consolidated
Financial Statements for December 31, 1992. 
(3)  The  net income  (loss) per  share, book  value per  share, dividends  per
share, and shares outstanding at period-end for all periods shown above reflect
the May 1990 five-for-four stock split.
(4)    For purposes  of determining  the ratio  of earnings  to fixed  charges,
earnings are defined as income from continuing operations before income  taxes,
minority  interest,  extraordinary  items  and  fixed charges.   Fixed  charges
consist of interest on indebtedness, amortization  of debt  issuance costs  and
rental expense representative of the interest factor.
(5)  The ratio of earnings to fixed charges is less than 1.0 for these periods.
 The deficiency amounts are $44,225  for the  nine months  ended September  30,
1993, $22,130 for 1992 and $50,890 for 1991.
(6)    See  "The Company  -- Recent  Developments" and  "Capitalization" for  a
description of the Preferred Stock and Warrants issued  in   December 1993  and
presentation of resulting pro forma capitalization.

Unaudited Quarterly Financial Data

Summarized quarterly financial data for the first nine months of  1993 and  for
1992 and 1991 are as follows (in thousands, except per share amounts):

                                       1993

                            Third     Second    First

Net sales                 $164,052  $172,261  $183,197
Gross profit                12,339    14,321    17,599
Net income (loss)         (15,046)  (17,650)  (12,399)
Net income (loss) per
   share                   $(1.51)   $(1.77)   $(1.25)

                                                 1992
                                 Fourth    Third     Second    First

Net sales                      $210,101  $145,421  $82,843   $84,990
Gross profit                     25,011    12,572    6,901     9,526
Net income (loss)              (18,564)  (19,856) (13,605)    (5,110)
Net income (loss) per
   share                        $(1.87)   $(2.00)   $(1.37)   $(0.51)

                                                 1991
                                 Fourth    Third     Second    First

Net sales                     $200,556  $187,430  $216,609  $179,599
Gross profit                    18,502    25,611    24,390    25,378
Net income (loss)             (15,821)     8,979  (10,932)  (12,012)
Net income (loss) per
   share                        $(1.59)    $0.91    $(1.10)   $(1.21)

The accompanying unaudited quarterly  financial data  of the  Company has  been
prepared  in  accordance  with  generally  accepted  accounting principles  for
interim financial information.  In the opinion of  management, all  adjustments
considered necessary  for a  fair presentation  have been  made and  were of  a
normal recurring nature except for those discussed below. 

As  disclosed  in  Note  B  --  "Restatements"  to  the Consolidated  Financial
Statements for December 31, 1992, and in Note F -- "Investment in Fruehauf"  to
the  Condensed  Consolidated  Financial Statements  for the  nine months  ended
September 30, 1993, the financial statements have been restated to give  effect
to the deconsolidation of Fruehuaf as of January 1, 1992.  As disclosed in Note
B -- "Restatements" to the Consolidated Financial Statements  for December  31,
1992,  the  prior  year  financial  statements have  also been  restated.   The
quarterly financial data shown above reflect these restatements.

The following is a reconciliation of originally recorded  financial results  to
the restated results:

                                                 1993
                                      Third     Second    First
Net Income (Loss)
   As originally reported           $65,954 $(83,116) $(27,635)
   Deconsolidation adjustment      (81,000)    65,466    15,236
Restated net income (loss)        $(15,046) $(17,650) $(12,399)

Net Income (Loss) Per Share
   As originally reported             $6.63    $(8.35)   $(2.78)
   Deconsolidation adjustment         (8.14)     6.58      1.53
Restated net income (loss)
   per share                         $(1.51)   $(1.77)   $(1.25)

                                                 1992
                                 Fourth    Third     Second    First
Net Income (Loss)
   As originally reported    $(22,477) $(20,304)  $(10,919)  $(5,463)
   Restatement adjustment          ---       408    (2,686)       353
   Deconsolidation adjustment    3,913       ---       ---       --- 
Restated net income (loss)   $(18,564) $(19,896)  $(13,605)  $(5,110)

Net Income (Loss) Per Share
   As originally reported       $(2.26)   $(2.04)   $(1.10)   $(0.55)
   Restatement adjustment          ---      0.04     (0.27)     0.04
   Deconsolidation adjustment     0.39       ---        ---      --- 
Restated net income (loss)
   per share                    $(1.87)   $(2.00)   $(1.37)   $(0.51)

                                                 1991
                                 Fourth    Third     Second    First
Net Income (Loss)
   As originally reported     $(15,717)   $6,203 $(11,410)  $(12,489)
   Restatement adjustment         (104)    2,776       478        477
Restated net income (loss)    $(15,821)   $8,979 $(10,932)  $(12,012)

Net Income (Loss) Per Share
   As originally reported       $(1.58)    $0.63    $(1.15)   $(1.26)
   Restatement adjustment        (0.01)     0.28      0.05      0.05
Restated net income (loss)
   per share                    $(1.59)    $0.91    $(1.10)   $(1.21)

In conjunction with the initial public offering of 4,000,000 shares of Fruehauf
common stock in 1991  (the "Fruehauf  IPO"), the  Company contemplated  related
exchange transactions between certain  stockholders and  warrantholders of  the
Company and Fruehauf.  In determining the  Company's net  gain in  1991 on  the
Fruehauf  IPO,  the Company  considered the  impact of  these related  exchange
transactions.  The estimated impact of these exchange transactions  was a  loss
of approximately $7.7 million.  The loss  was recorded  as a  reduction of  the
gain on the sale of Fruehauf, and a net gain of $15.0 million  was recorded  in
1991.  During the fourth quarter of 1992, the agreements governing the exchange
transactions expired and management and the parties to  the exchange  concluded
that the exchange transactions originally contemplated  were no  longer in  the
best interests of the Terex and Fruehauf stockholders.   Accordingly, the  $7.7
million reserve  for the  estimated impacts  of the  exchange transactions  was
recorded  into  income  in the  fourth quarter  of 1992.   The  impact of  this
transaction is recorded  as a  component of  Other Income  in the  Consolidated
Statement of Income for December 31, 1992.

During the fourth quarter  of 1991,  Fruehauf recorded  restructuring costs  of
$15.8 million.  This charge related to the anticipated costs of implementing  a
restructuring  of  Fruehauf's  distribution  system, and  included other  costs
related to streamlining Fruehauf's manufacturing operations. 

As described in Note D -- "Investment in Fruehauf Trailer  Corporation" in  the
Notes to Consolidated Financial Statements for December 31,  1992, the  Company
consolidated  Fruehauf's  financial  results  with  those  of  the Company  for
financial reporting purposes during 1991 and, as a result of the termination of
the voting trust during 1992, presently accounts for its investment in Fruehauf
using  the  equity  method.   The Company's  consolidated financial  statements
contained in this Prospectus, and the above summary information, are  presented
giving effect to the deconsolidation of Fruehauf as of January 1, 1992.

See the  Company's Consolidated  Financial Statements   for  December 31,  1992
included elsewhere in this Prospectus.

MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL
CONDITION AND RESULTS OF OPERATIONS

Results of Operations

The Company operates in  two industry  segments: Heavy  Equipment and  Material
Handling.  Prior to 1992, the Company operated in two industry segments:  Heavy
Equipment and Trailer (Fruehauf).   The Material  Handling Segment  principally
represents  the  operations  of Clark  Material Handling  Company ("CMHC")  and
certain affiliated companies (together with CMHC, "Clark").  On July 31,  1992,
the  Company acquired  the common  stock of  CMHC and  certain affiliates  (the
"Clark Acquisition") from Clark Equipment Company (see Note C -- "Acquisitions"
to  the  Consolidated  Financial  Statements  for  December 31,  1992).   Clark
designs, manufactures and markets internal combustion and electric lift trucks,
electric walkies, tow  tractors and  related parts  and equipment.   The  Clark
Acquisition was accounted for using the purchase method,  therefore, the  Clark
operating results have been included in the Company's  consolidated results  of
operations since August 1, 1992. As described in  "Business -- Fruehauf Trailer
Corporation," the Company presently accounts for  its   investment in  Fruehauf
using the equity method and the Company's consolidated financial statements are
presented giving effect to the  deconsolidation of  Fruehauf as  of January  1,
1992.

Nine Months Ended September 30, 1993

The  table  below  is a  comparison of  net sales,  gross profit,  engineering,
selling, and administrative expenses and loss from operations, by segment,  for
the nine months  ended September  30, 1993  and 1992.   Amounts  shown for  the
Material Handling Segment for 1992 represent activity for two months subsequent
to the Clark Acquisition.

                                     Nine Months Ended
                                        September 30          Increase
                                    19931992     (Decrease)
                                       (in millions of dollars)

  NET SALES
     Heavy Equipment               $205.5         $224.9     $(19.4)
     Material Handling              314.0           88.4      225.6
       Total                       $519.5         $313.3     $206.2

  GROSS PROFIT
     Heavy Equipment                $24.7          $22.3       $2.4
     Material Handling               19.6            6.7       12.9
        Total                       $44.3          $29.0      $15.3

  ENGINEERING, SELLING AND ADMINISTRATIVE 
       EXPENSES
     Heavy Equipment                $22.5          $28.4      $(5.9)
     Material Handling               37.5            8.7       28.8
     General/Corporate                2.6            0.5        2.1
       Total                        $62.6          $37.6      $25.0

  INCOME (LOSS) FROM OPERATIONS
     Heavy Equipment                 $2.2          $(6.1)      $8.3
     Material Handling              (17.9)          (2.0)     (15.9)
     General/Corporate               (2.6)          (0.5)      (2.1)
       Total                       $(18.3)         $(8.6)      $9.7

  Net Sales

Sales increased $206.2 million, or approximately 66%, for the nine months ended
September 30, 1993 over the comparable 1992 period.

Heavy Equipment Segment sales decreased $19.4  million during  the nine  months
ended September 30, 1993 compared to the nine months ended September 30, 1992. 
This decrease reflects the effects during the first half of 1993 of   worldwide
economic  conditions  on  the  construction  and mining  industries, the  Heavy
Equipment Segment's principal markets. Machines and contract sales  represented
$15.8 million of the decrease and parts sales represented $3.6  million of  the
decrease, as the sales mix changed to 38% parts in 1993 from 36% parts in 1992.
 The Unit Rig division ("Unit Rig"), the Heavy Equipment Segment division  that
principally serves  the mining  industry, experienced  a decrease  in sales  of
$10.3 million to $47.0 million for  the nine months ended September  30, 1993  
from $57.3 million in the nine months ended September 30, 1992.  This  decrease
was primarily  a result  of reduced  sales in  the first  half of  1993 due  to
continued  low  bookings in  the second  half of  1992 as  the mining  industry
continued to operate at reduced levels.  Several completed trucks in  inventory
as of September 30, 1993 were not shipped due to delays in completion of  final
purchaser financing arrangements, also contributing to the decrease.   Koehring
Cranes and Excavators ("Koehring"), the Heavy Equipment  Segment division  that
serves  the construction  market,   experienced a  decrease in  sales of  $12.8
million to $57.9 million  for the  nine months  ended September  30, 1993  from
$70.7 million for the first nine months of 1992.  Koehring sales  in 1992  were
higher due to sales of slow moving inventory and product lines  at low  margins
to  reduce  inventory  and  more  effectively  utilize  working  capital.   The
decreased  sales  at Koehring  and Unit  Rig were  partially offset  by a  $3.4
million increase in sales by the  Company's Terex  division and  TEL, to  $99.7
million for the nine months ended September 30, 1993.

Heavy Equipment Segment  bookings during  the first  nine months  of 1993  were
$209.6 million, a decrease of  $10.9 million,  or 5%  from the  same period  in
1992.  Booking for parts sales, from which the Company realizes higher  margins
than machine sales, increased $1.7 million or 2% for the first  nine months  of
1993 over the year earlier period.  Machine  and contract  bookings decreased  
$12.6 million or 9%, reflecting continuing weakness in the Segment's  principal
markets during the first half of 1993 as well  as more  aggressive pricing  and
financing by the Company's competitors.  The slow recovery in the  construction
industry has also made  the Koehring  and Terex  division distributor  networks
more cautious in their acquisition of new equipment, especially for machines to
be used in  the rental  market.   Heavy Equipment  Segment backlog  was $89.0  
million at September 30, 1993 compared to $85.4  million at  December 31,  1992
and $47.7 million at September 30, 1992.

Material Handling Segment sales were $314.0 million for the  nine months  ended
September 30, 1993 compared to $88.4 million for August and September 1992,  an
increase of $225.6 million.  On a pro forma basis, giving effect  to the  Clark
Acquisition as of January 1, 1992, sales decreased $62.9 million  for the  nine
months ended September 30, 1993 from $376.9 million for the  nine months  ended
September 30, 1992.  Management believes that Material Handling Segment dealers
increased orders during the fourth quarter of 1992 to ensure adequate inventory
levels during the first quarter of 1993 while the  company transferred  certain
Material  Handling  Segment  production  from Korea  to the  U.S. and  Germany,
resulting  in lower  sales in  the first  quarter of  1993.   This transfer  of
production continued during 1993, but  was not  completed by  September due  to
delays in establishing replacement lines of credit similar to those  previously
existing in  Korea.   In addition,  the Material  Handling Segment  experienced
working capital constraints during the third quarter of 1993 which have limited
the Company's ability to obtain  materials and  maintain production,  adversely
affecting sales. Management expects Material Handling Segment  sales volume  to
remain  at  third  quarter  levels  during  the  fourth quarter  of 1993  until
completion of  the working  capital equity  infusion as  discussed below  under
"Liquidity and Capital Resources."  Bookings  have remained  strong because  of
improved demand in the North American forklift industry.  As a result of  these
factors, the Material Handling Segment backlog was $127.0  million at September
30, 1993 compared to $83.2 million at December 31,  1992 and  $80.8 million  at
the July 31, 1992 acquisition date.

  Gross Profit

Gross  profit for  the nine  months ended  September 30,  1993 increased  $15.3
million compared to the nine months  ended September  30, 1992.   The  Material
Handling Segment contributed gross profit of $19.6 million for the nine  months
ended September 30,  1993 compared  to $6.7  million for  August and  September
1992, an increase of $12.9 million.

The Heavy  Equipment Segment's  gross profit  increased $2.4  million to  $24.7
million in the first nine months of 1993 compared to $22.3 million in the  year
earlier  period.    Improved  gross  profit  from machines  and contract  sales
accounted  for  substantially  all  of  the increase,  reflecting the  positive
effects of cost reduction initiatives implemented in 1992 and throughout 1993. 
Gross  profit  for  the  1993  period  includes  a $2.2  million provision  for
write-down of certain  inventory at  Koehring in  connection with  management's
decision to cease new  machine production  for certain  products.    The  gross
profit percentage in the Heavy  Equipment Segment  increased to  12.0% for  the
nine months ended September  30, 1993  compared to  10.0% for  the nine  months
ended September 30, 1992 reflecting the  increased percentage  of parts  sales,
from  which the  Company realizes  higher margins,  and improved  manufacturing
efficiency.

  Engineering, Selling and Administrative Expenses

Engineering, selling and administrative expenses increased to $62.6 million for
the nine months ended September 30, 1993 from $37.6 million for the nine months
ended September 30, 1992.  The Material Handling  Segment engineering,  selling
and administrative expenses totaled  $37.5 million  for the  nine months  ended
September 30, 1993 compared to $8.7 million for August and September, 1992  and
compared to $36.6 million for the nine months ended September 30, 1992 on a pro
forma basis.  Heavy Equipment Segment engineering,  selling and  administrative
expenses decreased from $28.4 million for the nine months  ended September  30,
1992 to $22.5 million for the nine months ended September 30, 1993 as a  result
of    cost  reduction  initiatives  including  headcount  reductions  and   the
consolidation  of  certain administrative  functions into  the Heavy  Equipment
Segment's  administrative  offices  in  Tulsa,  Oklahoma.   Corporate  expenses
increased $2.1 million primarily as a result of increased legal and  accounting
expenses.

  Income (Loss) from Operations

The Heavy Equipment Segment income from operations increased $8.3 million  from
a $6.1 million loss  in the  1992 period  to $2.2  million income  in the  1993
period.  This improvement resulted from the increase  in gross  profit and  the
decrease in engineering,  selling and  administrative expenses,  offset by  the
$2.2 million provision for write-down of inventory.   Except  for the  Koehring
division, the businesses comprising the Heavy Equipment Segment reported income
from operations for the nine months ended September 30,  1993.   The losses  at
Koehring  have  been  reduced  as  a  result  of  continuing  cost  reductions,
improvements  in  inventory management  and elimination  of certain  low-volume
products, and the Company continues to consider additional actions necessary to
return  that  operation  to  consistent profitability,  including a  continuing
evaluation of facilities, products and inventories.  In addition, in March 1992
the  Company  sold  Benton  Harbor  Engineering  ("Benton  Harbor"), which  had
experienced a loss from operations in the first quarter of 1992.

The Material Handling Segment incurred a loss from operations of $17.9  million
for the nine months ended September 30, 1993, compared to an operating loss  of
$2.0 million for August and September, 1992 and compared to  an operating  loss
of $12.3 million for the nine months ended September 30,  1992 on  a pro  forma
basis, primarily as a result of decreased sales.

On a consolidated basis, the  Company experienced  an operating  loss of  $18.3
million for the nine months ended September 30, 1993, compared to an  operating
loss of $8.6 million for the nine months ended September 30, 1992.  
Income (loss) from operations before depreciation is as follows:

                                             Nine Months Ended September 30,
                                                 1993                1992
                                                 (in millions of dollars)
   INCOME (LOSS) FROM OPERATIONS
   BEFORE DEPRECIATION
     Heavy Equipment                           $ 5.1               $(4.3)
     Material Handling                          (9.3)               (0.6)
     General/Corporate                          (2.5)               (0.6)
       Total                                   $(6.7)              $(5.5)

  Other Income (Expense)

Interest expense on a consolidated basis was $23.8 million for the nine  months
ended September 30, 1993 compared to $15.6 million  for the  nine months  ended
September 30, 1992.  Terex sold $160 million  principal amount  of the  Secured
Notes on July 31, 1992.  The proceeds of the Secured  Notes were  used for  the
cash portion of the Clark Acquisition ($85 million), the payment of all amounts
outstanding under Terex's previous credit and letter of  credit agreement  ($58
million), and for working capital and transaction costs.  The increase in Terex
interest expense for the nine months  ended September  30, 1993  over the  nine
months  ended  September  30,  1992  is  primarily  the  result of  incremental
borrowings to finance the Clark  Acquisition (incremental  interest expense  of
approximately $6.7 million) and higher interest rates on new borrowings used to
refinance  the  previous  credit and  letter of  credit agreement,  as well  as
additional costs related to establishing and utilizing a new credit and  letter
of credit agreement.

The Company recognized equity in the net loss of Fruehauf of  $0.7 million  for
the nine months ended September 30, 1993 compared to equity in the net loss  of
Fruehauf of  $14.6 million for the nine months ended  September 30,  1992.   As
described in Note F of the Notes to Condensed Consolidated Financial Statements
for  September  30,  1993,  the  Company  does  not  expect  to  recognize  any
significant additional losses with respect to its investment in Fruehauf.

The provision for income taxes generally represents taxes  withheld on  foreign
royalties and dividends.  As such, any fluctuation in the provision for  income
tax is due to fluctuations in these items.  The Company adopted  SFAS No.  109,
"Accounting  for  Income  Taxes" on  January 1,  1993.   The new  pronouncement
retains  the  basic  concepts  of  SFAS No.  96, but  generally simplifies  its
application.  The adoption of this new pronouncement  did not  have a  material
impact on the Company's operating results and financial position.  See  "Recent
Pronouncements" below.

  Extraordinary Item

In connection with terminating its previous bank lending agreement as described
below under "Liquidity and Capital Resources," the Company recognized a  charge
of  approximately  $2.0 million  in the  second quarter  of 1993  to write  off
unamortized debt issuance costs.

1992 Compared with 1991

The  table  below  is a  comparison of  net sales,  gross profit,  engineering,
selling  and  administrative  expenses and  income (loss)  from operations,  by
segment, for the years  ended December 31, 1992 and 1991:

                                         Year Ended
                                        December 31,          Increase
                                    1992           1991      (Decrease)
                                            (in millions of dollars)

   NET SALES
     Heavy Equipment             $282.4         $271.5           $10.9
     Material Handling            241.0           ---            241.0
     Trailer                       ---           512.7          (512.7)

       Total                     $523.4         $784.2         $(260.8)

   GROSS PROFIT
     Heavy Equipment              $29.6          $26.3            $3.3
     Material Handling             24.4           ---             24.4
     Trailer                       ---            67.6           (67.6)

       Total                      $54.0          $93.9          $(39.9)

   ENGINEERING, SELLING AND
     ADMINISTRATIVE EXPENSES
     Heavy Equipment              $35.6          $37.6           $(2.0)
     Material Handling             22.2           ---             22.2
     Trailer                       ---            90.8           (90.8)
     General/Corporate              0.3            1.7            (1.4)

       Total                      $58.1         $130.1          $(72.0)

   INCOME (LOSS) FROM OPERATIONS
     Heavy Equipment              $(6.0)        $(11.3)           $5.3
     Material Handling              2.2           ---              2.2
     Trailer                       ---           (23.2)           23.2
     General/Corporate             (0.3)          (1.7)            1.4

       Total                      $(4.1)        $(36.2)          $32.1

Operating Results

     Net Sales

Sales decreased $260.8 million or approximately  33%, during  1992 compared  to
1991.   Material Handling Segment sales were $241.0 million for the year  ended
December 31,  1992 representing the Clark sales  since the  acquisition date.  
Trailer Segment sales were $512.7  million in  1991.   Heavy Equipment  Segment
sales increased $10.9 million during 1992 compared to  the 1991  period.   Mark
Industries ("Mark"),  an operating  unit of  the Heavy  Equipment Segment,  was
acquired in December 1991.  Excluding Mark, Heavy Equipment Segment fiscal 1992
sales decreased $9.4 million in relation to the comparable 1991  period.   This
decrease reflects  the continuing  effects of  the worldwide  recession on  the
construction and  mining industries,  the Heavy  Equipment Segment's  principal
markets.  Heavy Equipment Segment bookings during 1992 were $315.9 million,  an
increase of $56  million, or  22% over  1991.   The majority  of this  increase
occurred in the fourth quarter.  Fourth  quarter 1992  Heavy Equipment  Segment
bookings were $95.4 million, an  increase of  $43 million  over the  comparable
1991 period.  Heavy Equipment Segment backlog was $85.4 million at December 31,
1992, an increase of $33.4 million over the comparable amount  at December  31,
1991.

The  overall  Heavy  Equipment  Segment  sales  mix  of  equipment  sales as  a
percentage of total net sales  increased slightly  during 1992  in relation  to
1991.  Equipment sales represented 61% of total Heavy  Equipment Segment  sales
in 1992, while equipment sales represented 57% of total Heavy Equipment Segment
sales in 1991.  This relationship is consistent with the relationship of  Heavy
Equipment Segment bookings for 1992 in relation to 1991.  Generally, the  Heavy
Equipment Segment realizes lower gross margin percentages on new equipment than
its other revenue, principally parts.

The Material Handling Segment backlog was $83.2  million at  December 31,  1992
compared to backlog at the July 31, 1992 acquisition date of $80.8 million.  On
September 2, 1992, the Company announced that certain of its production of  its
2,000 and 10,000 lb. capacity  trucks would  be brought  back to  the U.S.  and
Germany beginning in  the fourth  quarter of  1992.   Management believes  that
Material Handling Segment dealers increased  order activity  during the  fourth
quarter  to  ensure adequate  inventory levels  during the  repatriation.   The
increased fourth quarter 1992 sales volume will result in somewhat lower  sales
volume throughout the first quarter of 1993  as the  Material Handling  Segment
completes the final stages of the repatriation of production of its light IC to
the U.S. during the second quarter of 1993.

     Gross Profit

Gross profit for the year ended December 31, 1992 decreased $39.9 million  over
1991.  The Material Handling Segment contributed gross profit of $24.4  million
to the 1992 gross profit of $94.7 million.  Heavy Equipment Segment 1992  gross
profit increased $3.3 million over the comparable 1991 period.  Mark 1992 gross
profit represented $1.4 million of the Heavy Equipment Segment  increase.   The
Trailer Segment gross profit was $40.7 million in 1991. 

Excluding  Mark,  the  Heavy Equipment  Segment's gross  profit increased  $1.9
million over 1991.  Gross profit  percentage increased  to 10.8%  in 1992  from
9.7% in 1991.  Gross profit from parts sales decreased $2.5 million as a result
of the change in sales mix from parts to machines.  Gross profit from  machines
and  other  sales  increased  $4.4  million, principally  as a  result of  cost
reduction initiatives implemented in  the latter  part of  1991 and  throughout
1992 to  reduce the  fixed overhead  cost base  and as  a result  of a  reduced
provision for inventory obsolescence in 1992.  The  cost reduction  initiatives
accounted for approximately $2.4 million of the  increase in  gross profit  and
included  headcount  reductions  primarily  at  Koehring  and consolidation  of
manufacturing  operations  to  reduce  excess  capacity  at TEL.   The  reduced
provision for inventory obsolescence accounted for  approximately $2.0  million
of the increase in gross  profit and  resulted from  improvements in  inventory
management which have reduced the amount of inventory entering  the excess  and
obsolete  classification.    During  the second  quarter of  1992, the  Company
substantially reduced inventory to more effectively utilize  working capital.  
However,  this  reduction  occurred  at  gross  margins which  were lower  than
normally achieved in routine  sales of  such products,  and, as  a result,  the
incremental sales had only a minor impact on gross profit.    The  sale of  the
Benton Harbor operation in March 1992 also  contributed to  the improvement  in
gross profit from machines and other sales.  Benton Harbor incurred  a loss  at
the gross profit line of $0.8 million in 1991 on sales of $8.5 million.

     Engineering, Selling and Administrative Expenses

Engineering, selling and administrative expenses decreased to $58.1 million  in
1992 from $114.3 million in 1991.  The Material  Handling Segment  engineering,
selling and administrative expenses totaled $22.2 million for  the five  months
ended  December  31,  1992.    These  incremental   engineering,  selling   and
administrative  expenses were  offset by  reduced Heavy  Equipment Segment  and
corporate  engineering,  selling and  administrative expenses  of $3.4  million
resulting from cost reduction  initiatives including  headcount reductions  and
the consolidation of certain administrative functions into the Heavy  Equipment
Segment's administrative offices in Tulsa, Oklahoma.

Trailer Segment  engineering, selling  and administrative  expenses were  $90.8
million in 1991, including restructuring  costs of  $15.8 million  representing
provisions for the anticipated future costs of implementing a restructuring  of
Fruehauf's distribution system  and other  non-recurring costs,  as more  fully
described  in Note  D of  the Notes  to Consolidated  Financial Statements  for
December 31, 1992.

     Income (Loss) From Operations

On a consolidated  basis, the  Company experienced  an operating  loss of  $4.1
million for the year ended December 31, 1992, compared to an operating loss  of
$36.2 million for the year ended December 31, 1991.   The improvement  resulted
from, among other items, the contribution of operating profit  of $2.2  million
by the Material Handling Segment for the five  months ended  December 31,  1992
(since  its  acquisition),  the  positive  impact  of cost  reduction and  cost
containment initiatives implemented in the latter part of  1991 and  throughout
1992,  and  the  sale  of  Benton  Harbor in  March 1992  which experienced  an
operating loss in the 1991 period.  The  Trailer Segment's  operating loss  was
$23.2 million for 1991. 

Income (loss) from operations before depreciation is as follows:

                                         Year Ended December 31,
                                              1992      1991   
                                         (in millions of dollars)
          INCOME (LOSS) FROM OPERATIONS
              BEFORE   DEPRECIATION
     Heavy Equipment                        $(2.7)    $(7.2)
     Material Handling                        5.9         ---
     Trailer                                    ---   (16.3)
     General/Corporate                       (0.3)     (1.7)
        Total                                $2.9    $(25.2)

     Other Income (Expense)

Interest expense decreased on a consolidated basis from $31.2  million in  1991
to $23.3 million in 1992.  Interest expense  related to  Fruehauf debt  totaled
$17.6 million in 1991.  Interest expense related to Terex  debt increased  $9.8
million in 1992.

As discussed further under the caption "Liquidity and Capital Resources," Terex
sold $160 million principal amount of the Secured Notes on July 31, 1992.   The
proceeds of the  Secured Notes  were used  for the  cash portion  of the  Clark
Acquisition ($85 million), the payment of all amounts outstanding under Terex's
previous credit and letter of credit agreement ($58 million),  and for  working
capital and transaction costs.   The increase  in Terex  interest expense  over
1991 is primarily the result of (a) incremental borrowings to finance the Clark
Acquisition (incremental interest expense of approximately  $4.6 million),  (b)
higher interest rates on new borrowings used to refinance  the previous  credit
and  letter  of  credit  agreement,  as  well  as additional  costs related  to
establishing and utilizing a new credit and letter of credit agreement, and (c)
a  $2.7 million  amendment and  renewal fee  charged by  Terex's previous  bank
consortium prior to the refinancing.

As  described  in  "Business  --  Fruehauf  Trailer  Corporation," the  Company
presently accounts for its investment in Fruehauf using the equity method.  The
Company recognized an equity loss of $35.0 million in 1992 from its  investment
in Fruehauf.  Fruehauf reported a loss of $65.2 million for 1992 as a result of
reduced sales because of  the closure  or conversion  of 26  sales and  service
branches  as  part  of  Fruehauf's branch  restructuring program,  a change  in
Fruehauf's  sales  mix  to  lower-margin  new  trailer  and  fleet  sales and  
unfavorable manufacturing variances and lost sales of used  trailers and  parts
because of the effects  of liquidity  problems experienced  by Fruehauf  during
1992 and which continued into 1993.

In conjunction with the Fruehauf IPO, the Company contemplated related exchange
transactions between certain stockholders and warrantholders of the Company and
Fruehauf.  In determining the Company's net gain in 1991 on  the Fruehauf  IPO,
the Company considered the impact of these related exchange transactions.   The
estimated impact of these  exchange transactions  was a  loss of  approximately
$7.7 million.  The loss was recorded as a reduction of the gain on the sale  of
Fruehauf of $22.7 million, for a net gain of $15.0 million in 1991.  During the
fourth quarter of 1992, the exchange agreement expired and  management and  the
parties to the  exchange concluded  that the  exchange transactions  originally
contemplated were no longer in the  best interests  of the  Terex and  Fruehauf
stockholders.  Accordingly, the $7.7 million reserve for the estimated  impacts
of the exchange transactions was recorded into income in the fourth quarter  of
1992.  The  impact of  this transaction  is recorded  as a  component of  Other
Income in the Consolidated Statement of Income for December 31, 1992.

In 1991, Fruehauf recognized equity in net  income of  affiliated companies  of
$4.2 million and a $7.5 million gain on the sale of excess assets, including  a
$6.6 million gain on the sale of Coast Engineering and Manufacturing  Company's
("CEMCO") operating assets.

Other income (expense) in 1992 included foreign exchange losses of $2.4 million
 and other miscellaneous items.  Other income (expense) in 1991 included a $3.3
million  loss  on  the  sale  by  Fruehauf  of  stock in  Societe Europeene  de
Semi-Remorques S.A. ("SESR"), Europe's largest trailer manufacturer.

1991 Compared with 1990

The table below is a comparison of net sales,  gross profit  and income  (loss)
from operations for the years ended December 31, 1991 and 1990 and reflect  the
restatements as described in Note B -- "Restatement of Prior Period Results" to
the Consolidated Financial Statements for December 31, 1992:

                                         Year Ended
                                        December 31,          Increase
                                    1991            1990     (Decrease)
                                          (in millions of dollars)
  NET SALES
     Heavy Equipment               $271.5         $433.7     $(162.2)
     Trailer                        512.7          589.5       (76.8)

       Total                       $784.2       $1,023.2     $(239.0)

  GROSS PROFIT
     Heavy Equipment                $26.3          $72.2      $(45.9)
     Trailer                         67.6           93.9       (26.3)

       Total                        $93.9         $166.1      $(72.2)

  ENGINEERING, SELLING AND
     ADMINISTRATIVE EXPENSES
     Heavy Equipment                $37.6          $48.9      $(11.3)
     Trailer                         90.8           74.6        16.2
     General/Corporate                1.7           (1.8)        3.5

       Total                       $130.1         $121.7        $8.4

  INCOME (LOSS) FROM OPERATIONS
     Heavy Equipment               $(11.3)         $23.3      $(34.6)
     Trailer                        (23.2)          19.3       (42.5)
     General/Corporate               (1.7)           1.8        (3.5)

       Total                       $(36.2)         $44.4      $(80.6)

  Net Sales

Net sales were $239.0 million lower in 1991 than in 1990.  This 23.4%  decrease
is  largely  attributable  to  the overall  economic slowdown  and weakness  of
industry demand faced both domestically and abroad in the  Heavy Equipment  and
Trailer Segments principal markets.

  Gross Profit

The gross profit percentage of the Heavy Equipment Segment decreased from 16.6%
in 1990 to 9.7% in 1991.  The decrease in gross  profit and  the related  gross
profit percentage was the result of  the lower sales volume  which resulted  in
substantially underutilized manufacturing capacity.  In addition, the provision
for excess and obsolete inventory increased approximately $1.7 million over the
1990 provision of  $9.7 million.   The  principal factors  contributing to  the
increased provision are a decline  in net  realizable value  of certain  excess
finished goods inventory, as well as certain parts inventory.  The reserve  for
excess and obsolete inventory as a percentage of gross  inventory increased  to
10.5% at December 31, 1991 as  compared to  7.3% at  December 31,  1990.   This
increase  as  a percentage  of gross  inventory is  a result  of the  following
factors: (i) management efforts to reduce working capital  employed to  finance
inventory levels, (ii) higher reserve requirements resulting  from reduced  net
realizable values to facilitate the movement of certain  excess finished  goods
inventory and (iii) an increased aging of parts inventory.   First,  management
focused  its  efforts during  1991 to  improve inventory  turns as  a means  to
improve working capital utilization.  Inventory minimization continued to be  a
high  priority  of  management  into 1992.   Second,  the significant  economic
downturn  faced by  the Company  resulted in  lower sales  volume as  discussed
previously.  In addition,  the Company  experienced a  substantial increase  in
certain finished goods inventory.  As part of  management's ongoing  evaluation
of  potentially  excess  and obsolete  inventory including  current and  future
market  and  economic  factors,  together  with  working  capital   utilization
objectives, provisions to record  the excess  finished goods  inventory at  net
realizable  value  were  required.    Lastly,  the Company  has experienced  an
increased  aging  of  parts inventory  due to  declining sales  volume and  the
consequent  decline  in  machine  populations  in  the  field.    As  part   of
management's  ongoing  evaluation  of   parts  excess   and  obsolete   reserve
requirements,  management  evaluated  current  part  inventory  quantities   in
comparison  to  current  and  future  market  and  economic  conditions.    The
evaluation  indicated  an impairment  of the  net realizable  value of  certain
quantities of parts inventory.  Machine population is expected to decline  over
the next several years and, as a result, management plans to focus  substantial
attention on the parts inventory control.

The Trailer Segment's gross margin percentage decreased to 13.2%  in 1991  from
15.9% in 1990.   The decrease  was a  result of  lower new  trailer demand  and
substantially underutilized manufacturing capacity.   Sales  mix was  virtually
unchanged from 1990 to 1991, and  therefore did  not impact  the overall  gross
margin percentage comparison.  Due to the underutilized manufacturing  capacity
in  the  domestic trailer  manufacturing industry  and reduced  demand for  new
trailers, price competition was severe on new trailers.  As a result, the gross
profit percentage realized on new trailer  sales was  much lower  than that  on
used trailers, replacement parts and service.

Unit  sales  of  new  truck  trailers in  the United  States have  historically
experienced  significant  short-term  fluctuations  due  to  changing  economic
conditions.  However, over the longer term, new truck trailer  unit sales  have
exhibited growth generally in line with increases  in the  U.S. gross  national
product.  Due to the poor economic conditions in the United States during  1990
and 1991, unit sales of new truck trailers were  at their  lowest levels  since
1983 and in 1991 were approximately 32% below unit sales in 1988, the last full
year before the Fruehauf acquisition.

The Trailer Segment's provision for excess and obsolete inventory increased  by
approximately $3.9 million over 1990.  The principal factor contributing to the
increased provision was the decline in the net realizable value of certain  new
and used  trailer inventory,  as well  as certain  parts inventory.   The  used
trailer market continued to soften in  the latter  part of  1991, resulting  in
market  prices  falling below  Fruehauf's carrying  value of  the related  used
trailers.   In  other cases  certain used  trailers remained  in inventory  for
extended periods of time and  aged by  one model  year.   This aging  adversely
impacted the net realizable  value of  such trailers.   Additionally,  Fruehauf
increased its reserves for replacement parts inventory.  Due  to the  existence
of  quantities of  seasonal products  and truck  equipment that  were over  one
model-year old, a provision to record the reduction of the  parts inventory  to
its lower net realizable value was required.

  Income (Loss) From Operations

Operating  earnings  (losses)  for  the  Heavy Equipment  Segment were  ($11.3)
million in 1991, as compared to $23.3 million in 1990 for  the Heavy  Equipment
Segment.  While engineering, selling, and administrative expenses decreased for
the Heavy Equipment Segment from 1990 to 1991, the aforementioned reductions in
sales and gross profit led to the operating profit decline. 

Fruehauf's operating income was $19.3 million for the year  ended December  31,
1990.  During 1991, Fruehauf had an  operating loss  of $23.2  million.   While
engineering, selling, and administrative expenses remained stable from 1990  to
1991,  the  aforementioned  reductions in  sales and  gross profit  led to  the
operating profit decline.  Additionally, a nonrecurring restructuring charge of
$15.8 million recorded in the fourth quarter of 1991 contributed  significantly
to the  decline in  operating profit.   These  restructuring costs  represented
provisions for the anticipated future cost of implementing  a restructuring  of
Fruehauf's  distribution  system  and  other  nonrecurring  costs  related   to
streamlining Fruehauf's manufacturing operations.

  Other Income (Expense)

Interest income  decreased $1.6  million in  1991 as  compared to  1990 due  to
reduced average cash balances in 1991 and lower interest  rates throughout  the
year.  The lower cash balances resulted largely from the repayment of debt.
Interest expense decreased $16.4 million in 1991 as compared to 1990, primarily
as  a  result  of  lower debt  outstanding and  reduced interest  rates on  the
borrowings.  The reduction in debt outstanding  was achieved  by generation  of
cash from operations, continued  efforts to  dispose of  excess facilities  and
assets held for sale, as well as from proceeds of the Fruehauf IPO.  The  lower
interest rates were  achieved by  modification of  some of  the Company's  debt
facilities in September 1990 and elimination  of certain  debt facilities  with
high rates in conjunction with the aforementioned public offering.

The  Company's  share  of   earnings  from unconsolidated  affiliates was  $4.2
million in 1991, down from $7.5 million in 1990.  Royalty income earned  during
the year from licensees of Fruehauf totaled $3.2 million in 1991 as compared to
$5.2  million  in  1990.    The decrease  in the  earnings from  unconsolidated
affiliates and royalty income is largely due to the worldwide economic slowdown
faced by the trailer segment's licensees and affiliates as well as a sale of  a
portion of the Company's share of its largest unconsolidated  affiliate in  mid
1991.  The decrease  in royalty  income was  also due  to a  new trademark  and
licensing agreement entered into in the second quarter of 1991.

The Company recorded a $15.0 million gain as a result of the  Fruehauf IPO  and
the completion of certain of Fruehauf's recapitalization transactions.
The  Company recognized  a $7.2  million gain  in 1991  on the  sale of  excess
assets, including a $6.6 million gain on the sale of CEMCO's operating assets.
Other expense of $2.4 million and $0.4 million for 1991 and 1990, respectively,
includes  the  loss  on  sale  of  affiliate stock  in 1991  and various  other
immaterial items.

The Company's provision for income taxes generally represents taxes withheld on
foreign royalties.  As such, any fluctuation in the provision for income tax is
due to fluctuations in foreign royalties.

Minority interest is reflected as a result of the  July 1991  Fruehauf IPO  and
certain recapitalization transactions.

On September 30, 1990, Fruehauf refinanced the majority of its then outstanding
long-term debt.  A onetime extraordinary loss of $2.2 million  was recorded  to
write-off the unamortized debt issue costs relating to the refinanced debt.

Liquidity and Capital Resources

Terex owns approximately 22.6% of the outstanding common stock of Fruehauf  and
presently accounts for its investment using the equity  method (see  Note A  --
"Significant Accounting Policies" and Note D -- "Investment in Fruehauf Trailer
Corporation" to the Consolidated Financial Statements for December 31, 1992).  
By  the  terms  of  debt  agreements  of  both companies,  neither company  may
participate in  the debt  service of  the other.   Generally,  funds cannot  be
transferred between the companies except  for the  reimbursement of  reasonable
expenses incurred on the other's behalf. 

On May 20, 1993, Terex entered into the Lending Facility  with Foothill.     An
interim facility  provided for  cash advances  to the  Company of  up to  $17.5
million.  A permanent facility became  effective as  of August  24, 1993  which
provides for up to $20 million of cash advances and guarantees of bank  letters
of credit and is secured by substantially all domestic cash and receivables  of
the Material Handling and Heavy Equipment  Segments.   The balance  outstanding
under the Lending Facility was $18.7 million as of September 30, 1993.   As  of
July 31, 1993, the Company was not in compliance  with the  tangible net  worth
covenant under the Lending Facility.  Following the closing on August 20,  1993
of Fruehauf's restructuring and financing transactions described in "Business -
Fruehauf Trailer Corporation," Foothill agreed that the Company's noncompliance
with the tangible net worth covenant under the Lending Facility  was no  longer
continuing.  Foothill also  waived the  noncompliance.   The Company  believes,
based on management's current estimates,  that it  will be  in compliance  with
such covenant over the next twelve months.

In addition to the Lending Facility, the Company has arranged similar financing
for  TEL,  in  the  form of  a pd28.0  million ($42.0  million) credit  facility
including up to pd13.0 million ($19.5 million) non-recourse  discounting of  TEL
accounts  receivable  which  meet  certain  credit  criteria  plus   additional
facilities for tender and performance bonds and foreign exchange contracts.
During the second half of 1993, the Company experienced liquidity  constraints,
primarily   because  of continuing  operating losses.   During  this period,  a
significant amount of accounts payable were aged 60  days or  more and  certain
vendors required COD or advance cash payments before shipping materials.  As  a
result, the Company's manufacturing facilities  operated at  less than  optimal
levels, and the availability of inventory for parts sales, on which the Company
generally realizes higher gross margins, was adversely affected.

On December 20, 1993, in order to provide additional liquidity to the  Company,
the  Company  completed  the  private  placement  of  1,200,000  shares of  the
Preferred  Stock  and  1,300,000  Warrants for  aggregate net  proceeds to  the
Company of $27.2 million.  The  proceeds of  such private  placement are  being
used  by  the Company  for additional  working capital.   The  Company is  also
generating cash through the sale  of excess  inventory in  the Heavy  Equipment
Segment, deferring certain capital  expenditures, selling  certain real  estate
and other assets and continuing corporate wide cost containment efforts.

Management believes that the Lending  Facility together  with these  additional
financing and cash generating activities  will allow  the Company  to meet  its
operating   payment obligations,  including payments  to vendors,  on a  timely
basis which will improve the Company's ability  to take  advantage of  improved
market conditions, especially in the Material Handling Segment. 

In December 1993, the Company repurchased $5.0 million principal amount of  the
Secured Notes for approximately $4.5 million, including accrued  interest.   In
addition,  the  Company  sold  1,000,000 shares  of Fruehauf  common stock  for
aggregate  proceeds  of  approximately   $3.0  million   and  will   repurchase
approximately $3.0 million of the Secured Notes in the second quarter of  1994,
as required by the indenture for the Secured Notes.  See "The Company -  Recent
Developments."  In  addition to  such repurchase  obligation and  approximately
$27.6 million of interest on the Secured Notes, Subordinated Notes and  Lending
Facility (of which approximately $12.9 million has been paid as of February 1),
the Company's debt service requirements  for 1994  include approximately  $14.4
million in July 1994 for a required sinking  fund payment  on the  Subordinated
Notes and the maturity of a note issued to the  seller in  connection with  the
Clark Acquisition.  Management believes that  selling certain  real estate  and
other assets and other cash generating  activities discussed  above will  allow
the Company to meet these requirements as they come  due.   Management is  also
considering  other  actions,  including  the  sale  of  certain   non-strategic
businesses and additional sales of other assets, which may be necessary for the
Company to meet its operating and debt service obligations.

The indentures governing the Notes require among other things that the  Company
maintain the Net Worth Covenants and Collateral Covenant.   In  the event  that
the Company's net worth is not in excess of the amount required  under the  Net
Worth Covenants for any two  consecutive quarters,  the Company  must offer  to
repurchase, at  par plus  accrued interest,  20% of  the outstanding  principal
amount of the Notes.    In the event the Company is not in compliance with  the
Collateral Covenant at the end of any calendar quarter, the Company must  offer
to repurchase, at par plus accrued interest, $16.0 million principal amount  of
the Secured Notes or such greater amount  as would  be necessary  to bring  the
Company into compliance  with the  Collateral Covenant.   As  of September  30,
1993, the Company's tangible net worth as defined  in the  Note indentures  was
less than the $15  million minimum  set forth  in the  indentures.   Management
believes that the Company was in compliance with the Net  Worth and  Collateral
Covenants at December 31, 1993.   If the  Company continues  to sustain  losses
from operations, it may not be in compliance with  the Net  Worth Covenants  in
the future.  If any offer to repurchase Notes were required to be  made, it  is
likely that the Company would require additional funding to complete the offer,
and if such funding were  unavailable to  it, the  Company would  be unable  to
comply  with  the terms  of the  Notes and  the maturity  of the  Notes may  be
accelerated.  Such circumstances would result in a material  adverse impact  on
the Company and its financial position. 

Terex cash and  cash equivalents,  including restricted  cash and  investments,
totaled $13.5 million and $37.2 million at September 30, 1993 and December  31,
1992,  respectively.    Certain provisions  of the  Company's previous  lending
arrangement  with a  commercial bank  (the "Bank  Lending Agreement")  required
specified amounts of cash to be  deposited in  a cash  collateral account  when
certain  conditions  exist.    Restricted  cash  and investments  held in  such
collateral  accounts  totaled $11.5  million at  December 31,  1992, which  are
presented as "Restricted Cash" in the Condensed Consolidated Balance Sheet  for
December 31, 1992.    Terex has  entered into  the new  Lending Facility  which
replaced  the  Bank Lending  Agreement.   In connection  therewith, Terex  will
continue to utilize letters of credit previously issued under  the former  Bank
Lending Agreement until their expiration.  At September 30, 1993 the  unexpired
letters of credit are cash collateralized by a total of $4.6 million in a  cash
collateral account.   These cash balances will be made available to the Company
as the underlying letters of credit expire. 

Terex  used cash  for operating  activities of  $28.0 million  during the  nine
months ended September 30, 1993, and generated cash  from operating  activities
of $22.7 million in 1992.  Such  cash was  principally used  to fund  operating
losses,  interest payments  and costs  of restructuring  the Material  Handling
Segment's  operations  partially  offset  by  reductions  in  receivables   and
inventory.   The reductions  in receivables  and   inventory result  from   the
Company's  focused  efforts  to  more  effectively  utilize  working capital.  
Management expects to continue the Company's efforts to reduce receivables  and
inventory  during  1994 as  part of  the Company's  cash generating  activities
discussed above.  In particular,  management believes  that required  inventory
levels in the Material Handling Segment have been reduced as a result of return
of certain production to the United States and Germany from  Korea during  1993
because  the  Company  will  no longer  experience the  significant lead  times
associated with the shipping of product from Korea.

Net cash provided by Terex from investing activities of $0.9 million during the
nine months ended September 30, 1993 principally reflects the  sale of  surplus
assets in Germany offset by cash used to finance  capital expenditures.     Net
cash  used  by  Terex  for  investing  activities  of  $94.8  million  in  1992
principally reflects cash used to finance the  Clark Acquisition,  net of  cash
acquired, and capital expenditures.   Cash  flow from  investing activities  in
1992  also  included $4.6  million of  payments on  behalf of  and advances  to
Fruehauf.  Proceeds from the sale of  surplus assets  in Germany  in 1993  were
approximately $10.1 million.  Capital expenditures were $8.5 million during the
nine months ended September 30, 1993, including approximately  $5.3 million  to
prepare production lines in the U.S.  and Germany  for the  production of  lift
trucks formerly produced in Korea, and $5.4 million during 1992.  The  purchase
price  of  the Clark  Acquisition was  approximately $91.1  million, which  was
funded by $85 million in cash and a $6.1 million  seller note.   In  connection
with the Clark Acquisition,  the Company established reserves for restructuring
costs  expected  to  be  incurred  in connection  with the  Company's plans  to
reorganize  the  operations  of  Clark  by   consolidating  manufacturing   and
distribution operations.   As of  December 31,  1992,   the remaining  reserves
totalled  approximately  $30.0  million, substantially  all of  which has  been
expended during 1993.

Terex  generated  cash  of  $10.7  million  and  $89.3  million from  financing
activities during the nine months ended September 30, 1993 and  the year  ended
December 31, 1992, respectively.  As described above, the Company entered  into
the Lending Facility in  May 1993  and had  borrowed $18.7  million under  this
facility as of September 30, 1993.  In conjunction with  the Clark  Acquisition
in 1992, the Company refinanced a major component of its previously outstanding
bank debt (the "Refinancing").  The Refinancing  included the  issuance of  the
Secured Notes and establishment of  the $60  million Bank  Lending Agreement.  
Proceeds from the issuance of the Secured Notes were used for the cash  portion
of the Clark Acquisition purchase price ($85  million), for  the settlement  of
all amounts outstanding under its previous credit facility  ($58 million),  and
for working capital and transaction costs.  The  Secured Notes  are secured  by
substantially all inventory and property, plant and equipment of the  Company's
Material  Handling  and  Heavy  Equipment Segments,  as well  as the  Company's
investment in Fruehauf common stock.   The  Subordinated Notes  holders have  a
secondary secured position in certain of the Company's assets.

In connection with the sale of the Secured Notes and obtaining  the consent  of
the holders of the Company's existing Subordinated Notes to modification of the
Subordinated  Notes,  the  Company issued  658,409   common stock  appreciation
rights  ("SAR's").    As  of  September  30,  1993  there  were  543,794  SAR's
outstanding.  Of the outstanding SAR's, 461,385 may be exercised at the  option
of the holder thereof at any time on or after January 27, 1993,  but not  later
than July 31, 1996, and the remaining 82,409 SAR's may be  exercised not  later
than July 1, 1997.  The SAR's entitle the holder to receive, in cash, an amount
equal to the market appreciation in the Company's Common Stock between $11  per
share,  subject  to adjustment,  and the  average price  per share  for the  30
consecutive trading days prior to the date of exercise.

In  addition  to  the  financial  covenants  discussed  above,  the  indentures
governing  the  Notes  limit,  among  other  things, Terex's  ability to  incur
additional indebtedness, consummate  mergers and  acquisitions, pay  dividends,
sell business segments and enter into transactions with affiliates, as well  as
place limitations on change in control of Terex.

Contingencies and Uncertainties

In  their  opinion  on  the  Company's  Consolidated  Financial Statements  for
December  31,  1992  included  in  this Prospectus,  the Company's  independent
accountants have indicated that there are matters,  including recurring  losses
from  operations  and  a  net  capital  deficiency,  lack  of  availability  of
additional  borrowings  under  the  Company's  Bank   Lending  Agreements   and
uncertainties with respect to future compliance with covenants of certain other
debt agreements,  which raise substantial doubt about the Company's ability  to
continue as a going concern.  As described above under  "Liquidity and  Capital
Resources," the Company has entered into the Lending Facility which provides up
to $20 million in revolving credit loans and guarantees of  letters of  credit,
and has arranged similar financing for  TEL.   The Company  also completed  the
private placement of Preferred Stock and Warrants, which provided aggregate net
proceeds to the Company of $27.2 million for working capital.   The Company  is
also  generating  cash  through  the  sale  of  excess inventory  in the  Heavy
Equipment Segment, deferring capital expenditures, selling certain real  estate
and  other  assets and  continuing corporate  wide cost  containment efforts.  
Management believes that the Lending  Facility and  other financing  and   cash
generating  activities will  allow the  Company to  meet its  obligations on  a
timely basis.

Terex has facilities at numerous geographic locations, which are  subject to  a
range of federal, state, local and foreign environmental laws and regulations. 
Compliance with these laws has, and will, require expenditures on a  continuing
basis.  See "Business -- Environmental Considerations."

As  described  in  "Business  --  Environmental  Considerations," Fruehauf  has
identified environmental exposures at a number  of Superfund  and other  sites,
and is currently participating in administrative or court proceedings involving
a number of these sites.  Many of the proceedings are at  a preliminary  stage,
and the total cost of remediation, the timing  and extent  of remedial  actions
which may be required, and the  amount of  Fruehauf's liability,  if any,  with
respect to these sites can not presently be estimated.    The Company  believes
that  it  could  have  contingent  responsibility  for  certain  of  Fruehauf's
liabilities with respect to Fruehauf's environmental matters if Fruehauf  fails
to discharge its  obligations, but  only to  the extent  that such  liabilities
arose during the time period during which Terex was the controlling stockholder
of Fruehauf.  The Company  believes that  Fruehauf's significant  environmental
liabilities  predate  Terex's  acquisition  of  Fruehauf,  and  therefore   any
contingent responsibility of the Company  is not  expected to  have a  material
adverse effect on the Company.

Foreign Operations

The  Heavy Equipment  Segment of  the Company  operates its  TEL subsidiary  in
Motherwell, Scotland.   Equipment  manufactured by  TEL is  distributed in  the
United States and around the world.  Unit Rig  maintains nine  owned or  leased
locations  outside of  the United  States for  parts distribution.   The  Heavy
Equipment Segment also imports certain new equipment from Japan for sale in the
U.S.

The Material Handling Segment operates divisions in Mulheim, Germany and Seoul,
Korea.  The German facility manufactures forklifts for  sale in  the European  
market.  The Seoul facility primarily  manufactures light  IC transaxles  which
are shipped to the Lexington, Kentucky facility, completed and sold in the U.S.
Fruehauf's international operations  include affiliates  and licensees  located
worldwide. 

Export sales from the Company's domestic operations were  $92.3 million,  $83.3
million, and $117.3 million in 1992, 1991, and 1990, respectively.  See Note  P
- --  "Business  Segment  Information"  in the  Company's Consolidated  Financial
Statements for December 31, 1992.

Recent Pronouncements

In November 1992,  the FASB  issued SFAS  No. 112,  "Employers' Accounting  for
Postemployment  Benefits."    This  pronouncement  establishes  accounting  and
reporting for the estimated cost of benefits provided by an employer to  former
or inactive employees after employment but before retirement.   In most  cases,
the Company believes that it already accounts for such benefits  on an  accrual
basis.    Therefore,  the  impact  of  adoption is  not anticipated  to have  a
significant  effect  on  the  Company's  financial  position   or  results   of
operations.  The Company will adopt this standard during the  first quarter  of
1994.

BUSINESS

General

Terex is a global provider of capital goods and equipment used  in the  mining,
commercial building, infrastructure, manufacturing and construction industries.
 Through its Heavy  Equipment Segment,  the Company  designs, manufactures  and
markets heavy-duty,  off-highway earthmoving,  construction, lifting,  material
handling  and aerial  lift equipment,  and related  components and  replacement
parts.   Such products  are used  primarily by  construction, mining,  logging,
industrial  and  government  customers  in  the  building  of  roads, dams  and
commercial  and  residential  buildings;  supplying  coal,  minerals, sand  and
gravel;  and  the  handling  of  materials  in  the  scrap,  refuse and  lumber
industries.

Through its Material Handling  Segment, the  Company is  engaged in  designing,
manufacturing  and    marketing  a  complete  line of  internal combustion  and
electric lift trucks, electric walkies, automated pallet trucks, industrial tow
tractors and related replacement parts.  Material Handling Segment products are
used  in  material handling  applications in  a broad  array of  manufacturing,
distribution  and  transportation industries.   The  Material Handling  Segment
consists of CMHC and certain  affiliate companies  which were  acquired by  the
Company on July 31, 1992 from  Clark Equipment  Company pursuant  to the  Clark
Acquisition.

Terex also owns an approximate  22.6% equity  interest in  Fruehauf.   Fruehauf
designs, manufactures and markets truck trailers, making a wide  range of  van,
refrigerated, platform, tank, dump trailer and other models, and related  parts
and  accessories.    Such products  are used  principally in  the trucking  and
transport industries.  This business was acquired in 1989.

For financial information about the Company's industry and geographic segments,
see Note  P --  "Business Segment  Information" of  the Company's  Consolidated
Financial Statements for December 31, 1992 as well as "Management's  Discussion
and Analysis of Financial Condition and Results of Operations."

The Company's long-term strategy has been,  and continues  to be,  to seek  out
acquisitions  in the  capital goods  industry where  aggressive management  can
achieve substantial improvements in profitability and cash flow.

In  an  effort to  reduce costs  and facilitate  administrative functions,  the
Company's administrative office in Green Bay, Wisconsin was  closed during  the
second quarter of 1993 and relocated to offices in Westport, Connecticut.

Material Handling Segment

Clark was acquired by the Company on July 31, 1992.  Clark is  a leading  North
American and European designer, manufacturer and marketer of a complete line of
IC  and  electric  lift  trucks,  electric  walkies,  automated pallet  trucks,
industrial tow tractors and related replacement parts. Clark's U.S.  operations
are  located   in  Lexington,   Kentucky,  Danville,   Kentucky  and   Horsham,
Pennsylvania.  Clark's international  operations are  located in  Mulheim-Ruhr,
Germany and Seoul,  Korea.   Clark also  owns a  state-of-the-art training  and
research  center  in  Lexington, Kentucky.   Clark's  products are  distributed
through  an  established global  dealer network  which includes  more than  440
locations.  Clark  has what management believes is the largest installed  fleet
in North America, with over 250,000 units.  It is estimated that  in excess  of
320,000 Clark trucks are presently in operation worldwide.   Historically,  80%
of  Clark's  revenues  have  been derived  from new  product sales  and 20%  of
revenues have been derived from supplying replacement parts to  the lift  truck
aftermarket.  Clark and its independent dealers sell to a  diversified base  of
customers  in  a  variety  of   industries.   Clark has  108 independent  North
American dealers who operate 252 outlets, with all 252 dealer outlets providing
both sales and servicing.  Clark's  European distribution  network consists  of
106  independent  dealers  and  three  company-owned  dealers  operating in  52
countries.

Clark products are sold through a system which  enables customers  to design  a
truck which meets their particular materials handling needs.  Customers can add
attachments  such  as  container handlers,  side shifters,  roll clamps,  block
handlers, carton clamps, push-pulls (slip-sheet) and fork  positioners.   Clark
also offers advanced electronics and software which  enables on-line  inventory
control and instantaneous truck diagnosis.   Clark and  its dealers  sell to  a
diversified customer base with no single customer accounting for  more than  2%
of Clark's revenues.

Clark currently offers 116 basic truck designs within six major product lines: 
  light  IC trucks  (1.0 to  5.0 tons),  heavy IC  trucks (5.5  to 47.5  tons),
narrow-aisle and very narrow-aisle trucks, electric counterbalanced trucks (1.3
to 6.0 tons), electric walkies and tow tractors.

Light  IC  trucks  are used  for general  warehousing needs  and are  generally
powered by liquid propane and well  suited for  manufacturing and  distribution
applications which require a high degree of maneuverability.   Heavy IC  trucks
are specialty products designed for use in  more demanding  situations such  as
heavy manufacturing or container handling applications.  Narrow-aisle and  very
narrow-aisle  trucks  provide  solutions  for  high density  storage needs  and
operate in six-to-eight foot aisles and reach heights of  more than  30 feet.  
Electric counterbalanced trucks  are designed  for indoor  use in  warehousing,
manufacturing,  distribution  and  other  applications  and  are  powered by  a
rechargeable electric battery.  For environmental reasons, electric trucks  are
becoming more popular.  Electric walkies are generally used in transporting and
order-selecting.  Tow tractors are units designed to pull one or more trailers.
 The largest market for tow tractors is for airport baggage handling.

The CLARK tradename is the leading North American brand of IC and electric lift
trucks,  with    major  competitive  brands  offered  by  Hyster-Yale,  Toyota,
Caterpillar, Crown and Raymond.  Clark's major European  competitors are  Linde
Group, Toyota, Fiat, Jungheinrich, Hyster-Yale and Caterpillar.

Clark's major suppliers include Samsung, Prime Mover, Mitsubishi, Hydroelectric
Lift Truck, General Electric, Kurdziel Iron and Lufkin Industries.  Current and
potential suppliers are evaluated on a regular basis on their  ability to  meet
Clark requirements and standards.

Following  the  Clark  Acquisition  in  July  1992,  Clark  began  implementing
initiatives intended to reduce its manufacturing  and operating  costs.   These
initiatives  have  included  and  will  continue  to  include consolidation  of
engineering, manufacturing and parts facilities.  Clark transferred  production
of its light IC lift truck  chassis from  Korea to  Lexington, Kentucky  during
1993.

Heavy Equipment Segment

Terex Division and Terex Equipment Limited

The historical business of Terex Division and TEL evolved during  more than  25
years of ownership by  General Motors  Corporation prior  to 1981.   The  Terex
Division and TEL are jointly hereinafter referred to as the "Terex Business."  
Terex Division's marketing  efforts in  the United  States serve  the needs  of
North,  Central  and  South  America,  while TEL  serves the  remainder of  the
international market.  TEL manufactures the products of the Terex Business.
There are  three principal  product lines  of the  Terex Business:  off-highway
rigid and articulated haulers, scrapers and wheel loaders.   A  "hauler" is  an
off-road dump truck with a capacity in excess of 25 tons.  Haulers produced  in
the Terex Business have capacities up to 120 tons.  A "scraper" is an  off-road
vehicle,  commonly  referred  to as  an "earth  mover," that  loads, moves  and
unloads large quantities of soil for site preparations, including roadbeds.   A
"wheel loader" is a vehicle  that loads  materials onto  trucks, conveyors  and
similar  equipment.    These  products  perform  a  wide  range of  earthmoving
functions in open pit mining and in many types of heavy construction, including
highway,  dam  and  waterway  construction;  commercial  and  industrial   site
preparation;  general  land  improvement  and  real  estate  development;   and
structural renovation and replacement.  The Terex  Business's main  competitors
are Caterpillar, VME Group, Komatsu and Dresser.

The Company has substantially restructured  the Terex  Business operations  by:
(i) eliminating all manufacturing operations at the Hudson, Ohio facility  that
it formerly leased; (ii) consolidating virtually  all manufacturing  operations
into TEL's manufacturing facility in  Motherwell, Scotland;  and (iii)  selling
excess inventory.  The Company has increased production of  the Terex  Business
since its  acquisition in  1987 without  expanding the  Motherwell facility  or
significantly increasing administrative costs. 

In 1987, TEL entered into a joint venture agreement with Second Inner  Mongolia
Machinery Company for the production of haulers in  China.   The joint  venture
company, North  Hauler Limited  Liability Company,  manufactures heavy  trucks,
principally used in mining, at a facility in Baotou,  Inner Mongolia,  People's
Republic of China.  The joint venture began producing units in late 1990.

Unit Rig

On July 15, 1988, the Company purchased certain domestic and foreign assets and
operations of Unit Rig & Equipment Co.  ("URECO"), primarily through Unit  Rig,
Inc.,  a  wholly-owned  subsidiary  of  the  Company.    Unit  Rig,  Inc.   was
subsequently merged into Terex, and now  operates as  the Unit  Rig Division.  
Unit Rig is headquartered in Tulsa, Oklahoma.

URECO pioneered the development of the diesel electric drive, rear dump hauling
truck for use in open pit mining operations.  Extensive experience acquired  in
applications  of  high  horsepower  diesel  engines and  electric machinery  on
drilling rigs encouraged URECO to develop a  new line  of mining  trucks.   The
trucks' power came from a diesel  engine driving  a generator  which, in  turn,
provided power for individual electric motors in each of the rear wheels.   The
prototype truck was completed in 1960 and the first  production models  entered
service in 1963.  The truck gained market share steadily because of its greater
capacity  and  reliability over  conventional mechanical  power-train trucks.  
While mechanical trucks were limited by the capacity of their transmissions and
axles to loads of 65 tons, Unit Rig's trucks could at that time carry loads  up
to 85 tons.  Unit Rig's current LECTRA HAUL product line consists  of a  series
of rear dump hauler trucks, with current payload capacities ranging from 100 to
240 tons, and bottom dump haulers with capacities of 180 to 270 tons.

In 1984, URECO purchased the Dart line of  wheel loaders  and mechanical  drive
haulers.  This product line consists of the  Dart 600C  mechanical drive  wheel
loader which has a bucket capacity up to 23 cubic  yards and  rear dump  trucks
ranging  in  capacity from  85 to  130 tons.   The  Dart line  also includes  a
tractor-trailer bottom dump hauler with capacities from 120 to 160 tons.

The present principal markets for Unit Rig products are copper, gold, coal  and
iron mines.   Currently, Unit  Rig's major  customers are  mining companies  in
North and South America, Africa, Australia and other  countries overseas,  with
Unit Rig's foreign sales, including those in Canada, accounting for over 70% of
its revenues.

Unit Rig's largest competitors are Caterpillar, Komatsu and Dresser.

Koehring Cranes & Excavators

Koehring Cranes & Excavators, Inc. was established as a wholly-owned subsidiary
of  the  Company  to  acquire  certain assets  and operations  included in  the
construction equipment group of AMCA  International Limited.   This  subsidiary
was merged into Terex  and now  operates as  the Koehring  Cranes &  Excavators
Division.  Koehring, headquartered in Waverly, Iowa, designs, manufactures  and
markets a broad line of hydraulic excavators and  hydraulic telescoping  cranes
sold under the well recognized trade names of KOEHRING and LORAIN.   Koehring's
hydraulic  excavators  are  used  for  certain  sewer,  water  and  underground
excavation  applications,  as  well as  certain specialty  applications in  the
logging and scrap industries.  Hydraulic telescoping cranes are primarily  used
for construction and industrial applications.

Koehring's largest competitors in the  hydraulic excavator  market are  Komatsu
and Caterpillar.  Koehring has two principal competitors in the hydraulic crane
market -- Grove Manufacturing and PPM Cranes.

Mark Industries

On December 10, 1991, the Company acquired substantially  all operating  assets
of Mark Industries.  Mark is engaged in the manufacture and sale of aerial lift
equipment:  scissor lifts, boom lifts and a full  line of  replacement parts.  
Scissor lifts and boom lifts are used for repair, maintenance and  construction
of buildings, manufacturing facilities and equipment.  These lifts are used for
a wide spectrum of industrial applications, such as installation and repair  of
electrical and plumbing fixtures, drywall and  ceiling installation,  cleaning,
repair and painting of production  equipment, refineries,  chemical plants  and
aircraft maintenance, in addition to common construction tasks such as  siding,
insulation and structural member installation.  

Mark was subsequently merged into Terex and operates as a division  of Terex.  
Mark was relocated to the Koehring facilities in Waverly, Iowa  during 1992  in
order  to  more  effectively  utilize existing  capabilities and  manufacturing
facilities at the Waverly location.

Mark's largest competitor in the aerial lift industry is JLG Industries. 

Northwest Engineering Company

The  Company's  Northwest Engineering  Company ("Northwest  Engineering"),   is
located in  Waverly, Iowa, and is operated by Koehring.  The Company  continues
to sell the products that established it in the construction machinery industry
over  70  years  ago.     Northwest  Engineering's   products  are   considered
"duty-cycle"  machines,  designed  and  constructed  for  constant   heavy-duty
operation under demanding conditions in applications such as scrap  processing,
material handling, dredging  and aggregate  mining, using  magnets, clam  shell
buckets and drag  bucket options.   Dragline  operations usually  consist of  a
large scoop type bucket being dragged across the bottom of  a pit  to load  the
bucket  with  sand, gravel  or other  material.   The material  is then  either
stockpiled  for later  use or  sale or  loaded for  transportation.   Clamshell
operations consist of a large  bucket with  two halves  that can  be opened  or
closed  with  use  of a  cable.   Material can  be mined,  moved to  or from  a
stockpile, or loaded to or from transportation utilizing a clamshell.  The sale
of  replacement  parts  for  Northwest  Engineering  products  constitutes   an
important  part  of  the  Northwest  Engineering  business.    Because  of  the
durability and relatively high cost of replacing such machines, many users seek
to repair rather than replace them.

Northwest Engineering's competitors include Link Belt, American and Manitowoc.

BCP Construction Products

The Company's BCP Construction Products Division, located in Waverly, Iowa  and
operated  by  Koehring,  is  engaged  in  the  sale  of  replacement parts  for
construction   machinery    formerly   produced    by   Bucyrus-Erie    Company
("Bucyrus-Erie").    A  significant  portion  of the  Company's acquisition  of
certain  assets of  the Construction  Machinery Division  of Bucyrus-Erie  (the
"Bucyrus Acquisition") related to this replacement  parts business.   For  many
years,  Bucyrus-Erie  produced a  variety of  construction machinery  products,
including  hydraulic  truck cranes,  draglines, clamshells  and other  products
which continue in active use today.

Additionally, the Company  acquired the  right to  produce the  DYNAHOE in  the
Bucyrus Acquisition.  The DYNAHOE models 290K and 490K  backhoe  / loader  will
dig up to 19 feet, which is the deepest in the industry.  The  DYNAHOE is  used
primarily  for  underground  excavation  in  connection with  water, sewer  and
electrical utility installations.  The DYNAHOE offers a major benefit in  large
metropolitan markets because, as opposed to excavators, it  operates without  a
tail swing, the absence of which permits the DYNAHOE to  operate in  restricted
space.    Similar,  although    smaller,  excavating  units  are  produced   by
competitors such as J. I. Case Company (a  subsidiary of  Tenneco), John  Deere
and Caterpillar.

Fruehauf Trailer Corporation

On July 14, 1989, the Company, through  Fruehauf, acquired  certain assets  and
assumed certain liabilities related to the trailer and  maritime businesses  of
Fruehauf Corporation.  Fruehauf is a Delaware corporation which, prior to  July
1991,  was wholly-owned  by Terex  Holdings Corporation  ("Terex Holdings"),  a
Delaware corporation which, in turn, was wholly-owned by the Company.  In  July
1991, Fruehauf completed a recapitalization and consummated the Fruehauf IPO.  
Because Terex Holdings and  Fruehauf were  wholly-owned prior  to the  Fruehauf
IPO,  the  Company  consolidated  the  financial  results  of  Fruehauf in  its
financial statements.  Following the Fruehauf IPO and as of December 31,  1991,
the Company owned approximately 42% of the outstanding  Fruehauf common  stock,
and retained voting control of more than 50% of  Fruehauf's outstanding  common
stock  through  a voting  trust with  the Company's  principal stockholder  and
certain  individuals,  who  together  owned  approximately  21%  of  Fruehauf's
outstanding  common stock.  As a  result, the  Company consolidated  Fruehauf's
financial results with those of the  Company for  financial reporting  purposes
during 1991, and the financial  interests of  Fruehauf's minority  stockholders
were reflected on the financial statements of the  Company.   The voting  trust
terminated during 1992 and, as a result of the Fruehauf Restructuring described
below, the Company's direct ownership of Fruehauf was reduced to  approximately
26% and, accordingly, the Company presently accounts for its ownership interest
in Fruehauf  using the  equity method.   The  Company's consolidated  financial
statements contained  in this  Prospectus are  presented giving  effect to  the
deconsolidation of Fruehauf as of January 1, 1992.

Fruehauf  is headquartered  in Southfield,  Michigan and   is  a United  States
manufacturer  and  marketer  of truck  trailers and  related parts  and has  an
international  presence  through its  foreign license  arrangements and  export
sales.  Fruehauf currently markets its products through a distribution  network
of 32  company-owned branches  dedicated to  new trailer  and replacement  part
sales, purchasing and  selling used  trailers, and  performing maintenance  and
repair services, and a network of approximately  250 independent  dealers.   In
addition,  Fruehauf  currently  owns  various  interests  in  foreign   trailer
manufacturers, including an equity interest in SESR,  Europe's largest  trailer
manufacturer, as well as  interests in  trailer manufacturers  in Japan,  South
Africa and Mexico.  Fruehauf generates royalty income from licensing  trademark
and patent rights to foreign trailer  manufacturers, including  those in  which
Fruehauf has an equity interest.

On August 20, 1993, Fruehauf entered into agreements with its existing lenders,
a new lender and a number of  investors which  resulted in  a restructuring  of
existing debt, and provided for a  new $25  million credit  facility and  $20.5
million of new equity (the "Fruehauf Restructuring").  The $25  million of  new
credit is in the form of an inventory and receivables revolving credit facility
provided by Congress Financial Corporation.  The  $20.5 million  of new  equity
arose from the private placement of approximately 7,841,000 shares of  Fruehauf
common stock at $1.50  per share  and approximately  $8,783,000 of  convertible
subordinated debt.  The convertible subordinated debt has since been  converted
into approximately 5,855,000 additional shares of  Fruehauf common  stock.   As
part of the restructuring, Terex agreed with Fruehauf  to accept  approximately
2,251,000  shares of  Fruehauf common  stock in  satisfaction of  approximately
$13.5 million of  indebtedness of  Fruehauf owed  to Terex,  which shares  were
issued to the Company on December 23, 1993.  As a result  of the  restructuring
and  financing  transactions,  Terex's  ownership  of  Fruehauf  decreased   to
approximately  26%.   In December  1993 the  Company sold  1,000,000 shares  of
Fruehauf  common stock,  reducing its  ownership of  Fruehauf to  approximately
22.6%.  The net proceeds of such sale, approximately $3.0 million, will be used
by the Company to offer to purchase Secured Notes in the second quarter of 1994
pursuant to the indenture for the Secured Notes.

The Fruehauf Restructuring was completed following a period of severe liquidity
constraints  which  adversely  affected  Fruehauf's operations.   The  Fruehauf
Restructuring  was consummated  to fund  its turnaround  plan (the  "Turnaround
Plan").  Key elements of  the Turnaround  Plan which  Fruehauf is  implementing
include  reductions  of  fixed  costs  to lower  Fruehauf's break-even  levels,
obtaining  access  to  sufficient  working  capital  and   vendor  credit   and
restructuring  of  bank  credit  facilities.    Actions  contemplated  by   the
Turnaround Plan  include further  reduction of  excess manufacturing  capacity,
deemphasis of vertical integration and rationalization of Fruehauf's management
infrastructure  to  levels  more  appropriate for  Fruehauf's current  business
volume.

Environmental Considerations

The Company generates hazardous and nonhazardous wastes in the normal course of
its  operations.   As  a result,  the Company  is subject  to a  wide range  of
federal, state, local and foreign environmental laws and  regulations that  (i)
govern activities or operations that  may have  adverse environmental  effects,
such as discharges to air and water, as well as handling and disposal practices
for hazardous and nonhazardous wastes, and (ii) impose liability for the  costs
of  cleaning up,  and certain  damages resulting  from, sites  of past  spills,
disposals or other releases of hazardous substances.  Compliance with such laws
and  regulations  has,  and  will,  require expenditures  by the  Company on  a
continuing basis.

Fruehauf is  contingently liable  for portions  of remedial  costs at  numerous
off-site waste disposal sites including those previously used by operations  of
Fruehauf's predecessor.  Fruehauf has received notice that it  is considered  a
"Potentially Responsible Party" under the Comprehensive Environmental Response,
Compensation, and Liability Act or other similar state laws at approximately 20
Superfund   sites   and  has   also  identified   environmental  exposures   at
approximately 26 other sites not designated as  Superfund sites.   The  Company
believes that it could have contingent responsibility for certain of Fruehauf's
liabilities with respect to Fruehauf's environmental matters if Fruehauf  fails
to discharge its obligations, to the extent that such liabilities arose  during
the time period during which Terex was the controlling stockholder of Fruehauf.
 The  Company believes  that Fruehauf's  significant environmental  liabilities
predate  Terex's  acquisition  of  Fruehauf,  and   therefore  any   contingent
responsibility of the Company is not expected to have a material adverse effect
on the Company.

Research and Development

The Company maintains an engineering staff at  several of  its locations  which
designs new products and improvements in existing  product lines.   Such  costs
incurred in  the development  of new  products or  significant improvements  to
existing products amounted to $11.8 million, $6.7 million and  $4.0 million  in
1993, 1992 and 1991, respectively.

Materials

Principal materials used by the Company in its various manufacturing  processes
include steel, castings, engines, tires, electric  controls and  motors, and  a
variety of other fabricated or manufactured  items.   In the  absence of  labor
strikes or other unusual circumstances,  substantially all  such materials  are
normally available from multiple suppliers.

Seasonal Factors

Given that the Company markets a large portion of its products in North America
and Europe, its sales of  heavy  equipment during  the fourth  quarter of  each
year (i.e., October through December) to the construction industry are  usually
lower than sales of such equipment during each of the first  three quarters  of
the year because of the adverse effect of inclement winter  weather.   However,
sales of heavy equipment to the  mining industry,  as well  as sales  of   lift
trucks, are generally less affected by such seasonal factors.

Distribution

The Heavy Equipment Segment, other than Unit  Rig, markets  its products,  both
original equipment and repair parts, generally through  a worldwide  dealership
network.  Unit Rig distributes its products and services directly to  customers
through its own distribution system.

The  Company's  heavy  equipment  dealers  are  independent  businesses   which
generally  serve the  construction, mining,  timber and/or  scrap industries.  
Although these dealers carry products of a variety of manufacturers, and may or
may not carry more than one of the  Company's products,  each dealer  generally
carries only one manufacturer's "brand" of each  particular type  of product.  
The  Company  employs  sales  representatives  who service  these dealers  from
offices located throughout the world.

Clark markets  both original  equipment and  parts through  a worldwide  dealer
network.    Clark  dealers generally  market the  full Clark  product line  and
maintain  comprehensive  service  capabilities.    Clark dealers  do not  offer
products competitive with any Clark product.  Clark operates  a dealer  service
organization designed to coordinate sales and  promotional activities,  provide
ongoing dealer training and facilitate dealer communications.

Backlog

The Company's backlog as of December 31, 1993 and 1992 was as follows:

                                             December 31,
                                         1993           1992
                                       (in millions of dollars)
            Heavy Equipment          $  80.7        $  85.4
            Material Handling          152.7           83.2
                 Total               $ 233.4        $ 168.6

As described above under "Material Handling Segment," Clark was acquired by the
Company on July 31, 1992.

Substantially all of the Company's  backlog orders  are expected  to be  filled
within one  year, although  there can  be no  assurance that  all such  backlog
orders will be filled within that time period.   The  Company's backlog  orders
pertain primarily to new equipment orders.  Parts orders  are primarily  filled
on an as-ordered basis.

Competition

The Company is recognized as a significant competitor in the market for cranes,
scrapers, large capacity haulers, and aerial lift equipment, but the Company is
not  a  dominant  manufacturer  in  the heavy  equipment industry.   The  heavy
equipment industry is dominated in most  segments by  large, diversified  firms
with  much  broader  product  lines  and  greater financial  resources such  as
Caterpillar, Dresser Industries and Komatsu.  The Company also competes with  a
number of specialty  firms.   The products  of such  specialty firms  generally
compete directly with one or more of the Company's product lines.

Clark produces the  leading lift  truck brand  in North  America, although  the
brand names of Hyster and Yale  combined produce  more lift  trucks annually.  
Other major North American competitors include  Toyota, Caterpillar and Komatsu
in both IC and electric riders, and Crown and Raymond in electric riders alone.
 In Europe, Clark competes with  Linde Group,  the European  market leader,  as
well as Hyster-Yale, Toyota and Fiat.   Clark also  competes with  a number  of
specialty firms.

Patents, Licenses and Trademarks

Several of the trademarks and trade  names of  the Company,  in particular  the
TEREX,    KOEHRING, LORAIN,  UNIT RIG,  MARKLIFT, DYNAHOE,  CLARK, DREXEL,  and
POWRWORKER trademarks, are important  to the  business of  the Company.     The
Company  owns  and  maintains  trademark  registrations in  countries where  it
conducts business, and monitors the status  of its  trademark registrations  to
maintain them in force and to renew them as required.  The  Company also  takes
steps, including legal action, to protect its trademark and  trade name  rights
when circumstances warrant such action.

Employees

As  of  December  31, 1993,  the Company  had approximately  2,930 employees.  
Approximately 40% of the Company's employees  are represented  by labor  unions
which have entered into various separate collective bargaining agreements  with
the Company.  Although the Company has experienced labor strikes  in the  past,
the Company considers its relations with its personnel to be good.

Financial Information about Industry and Geographic Segments, Export Sales  and
Major Customers

Information regarding foreign and  domestic operations,  export sales,  segment
information and major  customers is  included in  Note P  -- "Business  Segment
Information" in the Notes to the Consolidated Financial Statements for December
31, 1992.

Properties

The following table outlines the principal manufacturing, warehouse and  office
facilities owned or leased by the Company and its subsidiaries:

Entity              Facility Location        Type and Size of Facility

                         The  Heavy Equipment Segment
Terex
 (Distribution
 Center)            Southaven, Mississippi * Warehouse and light manufacturing
                                               505,000 sq. ft.
Unit Rig **         Tulsa, Oklahoma          Manufacturing and office
                                               325,000 sq. ft.
Koehring            Waverly, Iowa            Manufacturing, warehouse and
                                               office 383,000 sq. ft.
Koehring            Waterloo, Iowa           Manufacturing and office
                                               66,000 sq. ft.
TEL                 Motherwell, Scotland     Manufacturing, warehouse and
                                               office 714,000 sq. ft.

                        The  Material Handling Segment

CMHC                Lexington, Kentucky *    Manufacturing, warehouse and
                                               office 372,600 sq. ft.
CMHC                Lexington, Kentucky      Training and research and
                                               development 43,000 sq. ft.
CMHC                Danville, Kentucky       Manufacturing, utility and
                                               office 84,800 sq. ft.
Drexel
 Industries ***     Horsham, Pennsylvania    Manufacturing 55,000 sq. ft.
CMHC                Lexington, Kentucky*     Office 64,600 sq. ft.
CMHC                Lexington, Kentucky*     Office 1,900 sq. ft.
CMHC                Lexington, Kentucky*     Warehouse 59,500 sq. ft.
CMHC                Chicago, Illinois*       Warehouse and office 11,100 sq.
ft.
Clark Germany       Mulheim-Ruhr, Germany    Manufacturing, engineering, power
                                             generation, maintenance and office
                                             255,430 sq. ft.
Clark Germany       Saarn, Germany           Warehouse 430,000 sq. ft.
Clark Forklift
 Korea
 Incorporated       Seoul, South Korea       Manufacturing and office
                                              13,764 sq. ft.
Clark Forklift
 Korea
 Incorporated       Banwael, Korea           Manufacturing and office
                                              40,000 sq. ft.

*    This facility is either leased or subleased by the indicated entity.
**   Unit Rig also has 10 owned or leased locations for parts distribution
and rebuilding of components, of which two are in the United States, two are in
Canada and six are abroad.
***  Drexel Industries, Inc. is an indirect subsidiary of Terex and an
affiliate of CMHC.

Clark also operates seven sales and service branch locations, all of which  are
leased.    The  branch  facilities  consist  of  office and  service space  and
generally range in size from 1,500 to  3,100 square  feet per  facility.   Such
branch facilities are suitable and adequate for Clark's use.

The properties listed above are suitable and adequate for the  Company's use.  
The  Company  has  determined  that  certain  of  its  properties  exceed   its
requirements.   Such  properties may  be sold,  leased or  utilized in  another
manner and have been excluded from the above list.

Legal Proceedings

In October 1992, a Class Action complaint was  filed purportedly  on behalf  of
all persons who purchased Terex Common Stock during the period from January  2,
1990  through  October  5,  1992  (the "Period")  against the  Company and  its
Chairman.  This suit sought unspecified compensatory and  punitive damages  and
alleged,  among  other  things,  that  (i)  the Company  engaged in  fraudulent
accounting practices, improper reporting of taxes and  the illegal  manufacture
of  missile  launchers  for  Iraq  and  (ii)  the  Company's  Annual Report  to
Shareholders and its Commission reports on Forms  10-K and  10-Q issued  during
the Period contained materially false  figures for  assets, liabilities  and/or
shareholders' equity. A motion to dismiss the action filed by  the Company  was
granted in September 1993.  The plaintiff was granted an extension  of time  to
file an amended complaint;  however, the  plaintiff determined  not to  proceed
with the action.  As a result, this action is no longer pending.

In December 1992, a separate Class Action  complaint was  filed purportedly  on
behalf of all persons who  purchased Fruehauf  common stock  during the  period
from June 28,  1991 through  December 4,  1992 against  Fruehauf, the  Company,
certain  of Fruehauf's  officers and   directors,   namely,  Randolph W.  Lenz,
Marvin B. Rosenberg, Arthur E. Rowe, G. Chris Andersen and Raymond J.  Dempsey,
and  certain of  the underwriters  of the  Fruehauf IPO,  namely, Paine  Webber
Incorporated, Alex. Brown & Sons, Incorporated  and Wertheim  Schroeder &  Co.,
Incorporated,  in  the  United  States  District  Court,  Eastern  District  of
Michigan,  Southern  Division,  seeking unspecified  compensatory and  punitive
damages. The complaint alleges, among other  things, that,  in connection  with
the Fruehauf IPO, the defendants  misrepresented Fruehauf's  liquidity and  the
status  of compliance  with Fruehauf's  credit facilities  at the  time of  the
Fruehauf IPO.   This action  is at  a very  early stage;  however, the  Company
believes that the claims are without merit and that they have valid defenses to
the claims made.   The Company has  not recorded  any loss  provision for  this
litigation.

The Company is involved in other various legal  proceedings, including  product
liability and workers' compensation liability matters, which have arisen in the
normal course of its operations.  Management believes that the final outcome of
such  matters  will  not  have  a  material  adverse  effect  on the  Company's
consolidated financial position.

MANAGEMENT

Executive Officers and Directors

The following individuals are currently directors of the Company:

                                       Positions and           First Year
    Name                Age         Offices with Company    Elected Director

Randolph W. Lenz       47       Chairman of the Board,           1983
                                Chief Executive Officer
                                and Director

Ronald M. DeFeo        41       President, Chief Operating       1993
                                Officer and Director

Marvin B. Rosenberg    53       Senior Vice President,           1992
                                General Counsel,
                                Secretary and Director

G. Chris Andersen      55       Director                         1992

Bruce I. Raben         40       Director                         1992

David A. Sachs         34       Director                         1992

Adam E. Wolf           79       Director                         1983

Mr. Lenz joined the Company as Chairman of the Board and a director  in 1983.  
Mr. Lenz also served as Chairman of the Board and a director  of Fruehauf  from
its acquisition in  1989 until  August 1993.   He  joined Terex's  predecessor,
Northwest Engineering, as Chairman  of the  Board and  a director  in 1983  and
continues to serve in such capacities with Terex.   In addition,  Mr. Lenz  has
also been the Chairman of the Board and a director of CBC Bancorp, Inc., a bank
holding company, since 1992.

Ronald M. DeFeo became a  director of  the Company  in 1993  and was  appointed
President and Chief Operating Officer of the Company on  October 4,  1993.   He
has also served as the President of Clark  since May  1993.   Prior to  joining
Terex  on  May 1,  1992 and  serving as  President of  Terex's Heavy  Equipment
Segment, Mr. DeFeo was a Senior Vice President of J.I. Case  Company, the  farm
and  construction equipment  division of  Tenneco Inc.,  and also  served as  a
Managing Director of Case Construction Equipment throughout Europe.   While  at
J.I. Case, Mr. DeFeo was also a Vice President of  North American  Construction
Equipment Sales and General Manager of Retail Operations.

Mr. Rosenberg was appointed a director of the Company in 1992 and was appointed
as Senior Vice President of  the Company  effective January  1, 1994.   He  has
served  as  Secretary  and  General Counsel  of the  Company since  1987.   Mr.
Rosenberg was  also appointed  a director  of Fruehauf  in 1992  and served  as
Secretary of Fruehauf since it was organized in March 1989 until August 1993.  
Since  1987,  he  has  also been  General Counsel  of KCS  Industries, L.P.,  a
Connecticut limited partnership  ("KCS"), an  entity that,  until December  31,
1993, provided administrative, financial, marketing, technical, real estate and
legal services to the Company and its subsidiaries. Previously,  for 15  years,
he had  been General  Counsel for,  and a  partner of,  Cambridge Research  and
Development Group, a company engaged in the commercialization of new technology
and the acquisition and operation of industrial companies.

Mr. Andersen was appointed director  of the  Company in  1992 and  served as  a
director of Fruehauf from July 1991 until August 1993.  Mr.  Andersen has  been
Vice Chairman of PaineWebber Incorporated  ("PaineWebber") since  March 1990.  
Prior to joining PaineWebber, Mr. Andersen was Managing Director for nine years
of  Drexel  Burnham  Lambert  Incorporated  ("Drexel  Burnham"), an  investment
banking firm which filed for protection under Chapter 11 of  the United  States
Bankruptcy  Code  in  1990.   Mr.  Andersen is  a director  of Sunshine  Mining
Company.

Mr. Raben was appointed director of the Company in 1992.  Since 1990, Mr. Raben
has  been an  Executive Vice  President and  Co-Head of  the Corporate  Finance
Department at Jefferies.  Mr. Raben was employed by Drexel Burnham from 1978 to
1990 where he served in various capacities including Managing Director.

Mr.  Sachs  was  appointed director  of the  Company in  1992 and  served as  a
director of Fruehauf from November 1992 to March 1993.  Mr.  Sachs is  employed
at TMT-FW, Inc., an affiliate of Taylor & Co., a private investment firm  based
in Fort Worth, Texas.  TMT-FW,  Inc. is  one of  two general  partners of  EBD,
L.P., which is the sole general partner of The Airlie Group  L.P. ("Airlie").  
At TMT-FW, Inc., Mr.  Sachs is  engaged in  the investment  activities of  both
Airlie and Taylor & Co.  Prior to joining TMT-FW, Inc. in 1990,  Mr. Sachs  was
employed by Columbia Savings and Loan Association from  1984 to  1990 where  he
served in various capacities, including Executive Vice President.

Mr.  Wolf  became  a  director  of  the Company  in 1983.   Mr.  Wolf has  been
principally self-employed as an attorney throughout his career.

The following table sets forth, as of January 1, 1994, the respective names and
ages of the Company's executive officers indicating all  positions and  offices
held by each such person.

Name                          Age            Positions and Offices Held

Randolph W. Lenz              47             Chairman of the Board and
                                             Chief Executive Officer

Ronald M. DeFeo               41             President and Chief Operating
                                             Officer

David J. Langevin             42             Executive Vice President

Marvin B. Rosenberg           53             Senior Vice President, General
                                             Counsel and Secretary

Ralph T. Brandifino           48             Senior Vice President and Chief
                                             Financial Officer

For information regarding Messrs. Lenz, DeFeo and Rosenberg, refer to the table
listing directors above.

David J.  Langevin became  Executive Vice  President of  the Company  effective
January 1, 1994 and had been appointed Acting  Chief Financial  Officer of  the
Company on March 9, 1993.  He  has been  employed as  a Vice  President of  KCS
since 1988.  Prior to KCS,  Mr. Langevin  was an  employee of  Ernst &  Whinney
(currently Ernst & Young) where he became a partner in 1986.

Ralph T. Brandifino was appointed to the position of Senior Vice President  and
Chief Financial Officer on December 6, 1993.  Mr. Brandifino was previously the
Chief Financial Officer at the Long Island Lighting Company  from 1987  through
1993,  previous  to  which  he  served as  Chief Financial  Officer at  Chicago
Pneumatic Tool Company, a capital goods manufacturer. 

Executive Compensation

Summary Compensation Table

The Summary Compensation Table below shows the compensation for the past  three
fiscal  years  of  the  Company's  Chief  Executive Officer  and its  executive
officers with 1993 earned qualifying compensation in excess of $100,000.

                                                        Long-Term   
   Name and      Year   Salary    Bonus      Other     Options/SARS  All Other 
   Principal             ($)       ($)        ($)          (#)     Compensation
   Position                                                             ($)     

Randolph W.       1993  483,508      -         -            -            -
Lenz, Chairman    1992  486,000      -         -            -            -
of the Board      1991  473,262      -         -            -            -
and Chief                                                                       
Executive                                                                       
Officer(1)                                                                      
                                                                    
Ronald M.         1993  237,500   60,000  214,604(5)        -         3,148(6)
DeFeo,            1992  135,385   66,666       -          20,000         -
President and	    1991     -       -           -            -            -
Chief Operating
Officer(2)
                                                                    
Ralph T.          1993  16,913      -       648(7)          -            -
Brandifino,       1992     -        -          -            -            -
Senior Vice       1991     -        -          -            -            -
President and
Chief Financial
Officer(3)
                                                                                
                                                                                
Gary D. Bello,    1993  125,000     -          -            -        284,664(8)
President,        1992  122,500  125,100       -            -            710(6)
Material          1991   -          -          -            -            -
Handling
Segment(4)                                                                    

(1)  In conjunction with the proposed termination of the Company's management
agreement with KCS, Mr. Lenz, together with Messrs. Langevin and Rosenberg (who
became  employees of  the Company  on January  1, 1994),  will receive  certain
securities  of  the  Company,  subject  to  the  approval   of  the   Company's
stockholders.  See "Certain Transactions."
(2)  Mr. DeFeo joined Terex on May 1, 1992.
(3)  Mr. Brandifino joined Terex on December 6, 1993.
(4)  Mr. Bello joined Terex as an executive officer on July 31, 1992 when the
Company completed the Clark Acquisition.  Mr. Bello terminated his service with
the  Company  effective  May  7,  1993.    CMHC and  Mr. Bello  entered into  a
termination agreement which provided for a lump sum termination payment to  Mr.
Bello by CMHC of $300,000 and which provided Mr. Bello  with certain  benefits,
including medical benefits, life insurance coverage, use of  an automobile  and
outplacement services, through May 7, 1994.
(5)  Relocation payments.
(6)  Company's matching contribution to defined contribution plan account.
(7)  Automobile allowance.
(8)  Includes $281,538 termination payment (net of certain reimbursements to
the  Company)   and  $3,126   Company's  matching   contributions  to   defined
contribution plan account.

Option Grants in 1993

The table below summarizes options granted during 1993 to  the named  executive
officers listed in the Summary Compensation Table.

                                                                Potential     
                                                           Realizable Value   
                                                           at Assumed Annual  
                                                            Rates of Stock    
                  Individual Grants                        Price Appreciation
                                                           for Option Term
                                                                              
Name            Options  % of Total  Exercise  Expiration    5%($)    10%($)
               Granted    Options     Price       Date                        
                 (#)     Granted to                                           
                         Employees                                            

Randolph W.        -          -         -           -          -        -
Lenz                                                                          

Ronald M.       10,000       42%      $8.375    11/30/03    52,670   133,476
DeFeo                                                                         

Ralph T.           -          -         -           -          -        -
Brandifino                                                                    

Gary D. Bello      -          -         -           -          -        -

In May 1986, the stockholders approved an incentive stock option plan  covering
key management employees.  As further amended by action of the stockholders and
the  Board of  Directors, 395,354  shares of  the Company's  Common Stock  were
available for purchase pursuant to options granted or to be  granted under  the
plan.  The exercise price approximates the current market price at the time  of
the grant.  Employees vest in options granted ratably over three years from the
date of grant.

Aggregated Option Exercises in 1993 and Year-End Option Values

The table below summarizes options exercised  during 1993  and year-end  option
values  of  the named  executive officers  listed in  the Summary  Compensation
Table.
                                                                   Value of
                                                  Number of       Unexercised   
                                                 Unexercised     In-the-Money   
                                                  Options at      Options at    
                                                 Year-end (#)    Year-end ($)  
                                                                                
                                                                                
                     Shares
                   Acquired on        Value     Exercisable/     Exercisable/
Name                Exercise       Realized($)  Unexercisable    Unexercisable
                                                                                
Randolph W. Lenz        -               -               -              -

Ronald M. DeFeo         -               -         6,667/23,333       - / -

Ralph T.                -               -               -              -
Brandifino                                                                      

Gary D. Bello           -               -               -              -

Pension Plans

The  Company maintains  numerous defined  benefit pension  plans covering  most
domestic  employees, including  certain officers  of the  Company.   Retirement
benefits for the plans covering the salaried employees are  based primarily  on
years of service and employees' qualifying compensation during the final  years
of employment.

Mr. Lenz and Mr. DeFeo participate in the Terex Corporation Salaried Employees'
Retirement Plan  (the "Plan").   Mr.  Brandifino does  not participate  because
participation  in  the  Plan  was  frozen  as  of  May  7, 1993,  prior to  Mr.
Brandifino's employment with the Company.  Mr. Bello, as an employee of  Clark,
a subsidiary of the Company, was not a participant in the Plan nor is any other
employee of Clark.  Clark employees  do not  participate in  a defined  benefit
retirement plan.

Participants of the Plan with five or more years of eligible service are  fully
vested and entitled to annual pension benefits beginning at age 65.  Retirement
benefits under the Plan are determined based on 1.02% of final average earnings
plus .71% of such compensation in  excess of  amounts shown  on the  applicable
Social Security Integration Table for  participants born  prior to  1938.   For
participants born during 1938-1954, the formula  is modified  by replacing  the
1.02% and .71% figures with  1.08% and  .65%, respectively.   For  participants
born  after  1954, the  formula is  modified by  replacing the  1.02% and  .71%
figures with 1.13% and .60%, respectively.  Service in  excess of  25 years  is
not recognized.  There is no offset for primary Social Security.

Participation in the Plan was frozen as of May  7, 1993,  and no  participants,
including Mr. Lenz and Mr. DeFeo, will be credited with service following  such
date, except that participants not fully vested, including Mr.  DeFeo, will  be
credited with service for purposes of determining vesting  only.   Mr. Lenz  is
already  fully  vested.    The  annual  retirement benefits  payable at  normal
retirement age under the Plan will be $31,530 for Mr. Lenz and  $4,503 for  Mr.
DeFeo (assuming full vesting).

PRINCIPAL STOCKHOLDERS

The following table  sets forth  certain information  regarding the  beneficial
ownership  of the  Common Stock  by each  person known  by the  Company to  own
beneficially more than  5% of  the Company's  Common Stock,  each director  and
executive officer of the Company, and all directors and executive officers as a
group, as of January 1, 1994.

                                       Amount           Percent
Name and Address                    Beneficially           of
of Beneficial Owner                     Owned            Class  

Randolph W. Lenz(1)                  5,061,537 (3)       49.13%
 c/o Terex Corporation
500 Post Road East
Westport, CT  06880

The Airlie Group L.P.(2)               965,000 (4)        9.29%
201 Main Street
Fort Worth, TX  76102

Dort A. Cameron, III(2)                971,000 (4)        9.34%
 c/o The Airlie Group, L.P.
201 Main Street
Fort Worth, TX  76102

Thomas M. Taylor(2)                  1,270,500 (4)       12.22%
 c/o The Airlie Group, L.P.
201 Main Street
Fort Worth, TX  76102

EBD L.P. (2)                           965,000 (4)        9.29%
c/o The Airlie Group, L.P.
201 Main Street
Forth Worth, TX  76102

TMT-FW, Inc. (2)                       965,000 (4)        9.29%
c/o The Airlie Group, L.P.
201 Main Street
Forth Worth, TX  76102

G. Chris Andersen                            0             *
1285 Avenue of the Americas
New York, NY  10019

Ronald M. DeFeo                          9,667 (5)         *
c/o Terex Corporation
500 Post Road East
Westport, CT  06880

Bruce I. Raben                          11,000             *
11100 Santa Monica Boulevard
Suite 1000
Los Angeles, CA  90025

Marvin B. Rosenberg                          0             *
 c/o Terex Corporation
500 Post Road East
Westport, CT  06880

David A. Sachs                          10,000             *
201 Main Street
Suite 3200
Fort Worth, TX  76102

Adam E. Wolf                             7,400             *
875 East Donges Lane
Milwaukee, WI  53217

David J. Langevin                        5,400             *
 c/o Terex Corporation
500 Post Road East
Westport, CT  06880

Ralph T. Brandifino                          0             *
c/o Terex Corporation
500 Post Road East
Westport, CT  06880

All directors and officers           5,105,004 (5)       49.55%
as a group (9 persons)
              
*   Amount owned does not exceed one percent (1%) of the class so owned.

(1)  Mr. Lenz currently pledges, and intends to pledge in the future, shares of
the Common Stock owned by him as collateral for loans.   If Mr.  Lenz does  not
pay such loans when due, the pledgee may have the right to sell  the shares  of
the Common Stock pledged to it in satisfaction of Mr. Lenz's obligations.   The
sale of a significant amount of such pledged shares could result in a change of
control of the Company and may require the Company to make an offer to purchase
certain of its outstanding debt instruments.
(2)  Dort A. Cameron, III and TMT-FW, Inc.,  a Texas  corporation, are  general
partners of EBD L.P., a Delaware limited partnership which is the sole  general
partner of Airlie.  Thomas M. Taylor is the President, sole  director and  sole
stockholder of TMT-FW, Inc.  By reason of such  relationships, Messrs.  Cameron
and  Taylor  may  each  be deemed  the beneficial  owner of  the shares  deemed
beneficially owned by Airlie.   On  December 22,  1993, each  of the  indicated
individuals, together with certain other persons, filed  Amendment No.  9 to  a
Schedule 13D Statement  filed pursuant  to Section  13(d) of  the Exchange  Act
reflecting the ownership of an aggregate of 1,255,5000 shares of Common  Stock,
40,000 shares of Preferred Stock and 40,000 Warrants, or approximately 13.7% to
14.4% of all outstanding Common Stock, assuming the conversion  of such  shares
of Preferred Stock and the exercise of such Warrants (but not the conversion of
any Preferred Stock or the  exercise of  any Warrants  by any  other holder).  
Except as otherwise reflected in this table or the footnotes  thereto, each  of
the indicated individuals disclaims the beneficial ownership of any shares held
by any other party to such Schedule 13D filing.
(3)    Mr.  Lenz  is  the direct  owner of  4,984,337 shares  of Common  Stock,
representing  approximately  48.38%  of  the  outstanding  Common  Stock.    In
addition, Mr. Lenz is the indirect beneficial owner of 77,200 shares of  Common
Stock through a corporation that he indirectly owns and controls.
(4)  For each of Airlie, Dort A. Cameron, III, Thomas M. Taylor,  EBD L.P.  and
TMT-TW,  Inc.,  the  amount  shown  assumes  the  conversion of  the shares  of
Preferred Stock owned by such beneficial owner (but not by any other holder  of
Preferred Stock), but does not assume  the exercise  of any  Warrants owned  by
such beneficial owner, since the Warrants are not currently exercisable.
(5)  Includes 6,667 shares issuable upon the exercise of currently  exercisable
options held by Mr. DeFeo.  See "Management -- Executive Compensation."

SELLING SECURITY HOLDERS

The following table sets forth  certain information,  as of  January 19,  1994,
regarding the Warrants held by  the Selling  Security Holders  covered by  this
Prospectus.  Until the occurrence of the Warrant Ratio Determination Date,  the
Warrants  are not  exercisable for  Warrant Shares  and the  number of  Warrant
Shares issuable upon exercise of a Warrant is  not determinable.   Because  the
Selling Security Holders may offer all or some part of the Warrants and Warrant
Shares which they hold from time to time pursuant to the offering  contemplated
by this Prospectus, and because this offering is  not being  underwritten on  a
firm commitment basis, no estimate can be given as to the amount of Warrants or
Warrant  Shares  that  will  be  held  by  the  Selling  Security Holders  upon
termination of this offering.  See "Plan of Distribution."

Name of Selling                    Number of
Security Holder                  Warrants Held

Atwell & Co.                       40,000
Auer & Co.                         25,000
The Bond Fund For Growth           20,000
Cerberus International             20,000
Elliott Associates, L.P.           90,000
FAMCO Income Partners, L.P.        80,000
Gamcan Limited                      1,400
Gerlach & Co.                     400,000
Hare & Co.                         40,000
Institutional Partners, L.P.       14,100
JEFCO                             210,000
Landmark American Fund             30,000
Paresco, Inc.                      40,000
SC Fundamental
  Value Fund, L.P.                 40,000
SP Investors International NV      23,000
Steinhardt Overseas Fund, Ltd.     25,500
Steinhardt Partners, L.P.          16,000
Strome Offshore, Ltd.              90,000
Strome Susskind
  Hedgecap Fund, L.P.              80,000
Taft Securities                     5,000
The Value Realization
  Fund, L.P.                       10,000

The Warrants and Warrant Shares are being registered for resale solely for  the
account of the Selling Security Holders.  None of the Selling Security  Holders
and none of their respective officers, directors  or stockholders  has had  any
material relationship with the Company within the past three  years, except  as
set forth in "Certain Transactions."

It is anticipated that each of the Selling Security Holders  named herein  will
offer and sell the Warrants which may  be sold  by such  person hereunder  from
time to time in ordinary  transactions to  or through  one or  more brokers  or
dealers  in  the over-the-counter  market or  in private  transactions at  such
prices  as  may  be  obtainable.    Any  such  person may  be deemed  to be  an
"underwriter" as that term  is defined  by the  Securities Act.   However,  the
Company and such persons disclaim that any such person is an underwriter of the
Warrants.

CERTAIN TRANSACTIONS

Under a contract dated  July 1,  1987, KCS,  principally owned  by Randolph  W.
Lenz, Chairman of the Board and Chief Executive Officer of  the Company,  until
December  31, 1993  provided administrative,  financial, marketing,  technical,
real estate and legal services to the Company and its subsidiaries.   KCS  also
provided  assistance  in  the  evaluation,  negotiation  and  consummation   of
potential acquisitions of other companies, products and processes,  as well  as
the development of new areas of business for the Company.

For  the  services  of  KCS,  the  Company  paid  KCS  an annual  fee plus  the
reimbursement for all out-of-pocket expenses incurred by KCS in fulfilling  the
contract, including travel and similar expenses and fees  for professional  and
other  services  provided by  third parties.   Each  year the  contract was  in
effect, the annual fee increased by the greater of 10% or the  increase in  the
Consumer Price  Index, subject  to limitations  imposed by  the Company's  debt
agreements.    During  1993,  the Company  made payments  to KCS  for fees  and
out-of-pocket expenses of $2.9 million and $0.1 million respectively.  

During 1993, the Board of Directors of the Company concluded that  it would  be
in the Company's best interest to terminate the Company's contract with KCS and
integrate the management services of KCS directly into the  Company.   Pursuant
to an agreement between the Company and KCS, the contract  between the  Company
and KCS was suspended as of the close of business  on December  31, 1993,  with
the contract to be terminated upon the consent of the Company's stockholders to
a proposed issuance of securities to certain  executives of  KCS, as  discussed
below.  David J. Langevin and  Marvin B.  Rosenberg, employees  of KCS,  became
salaried employees of the Company effective January 1, 1994, with the titles of
Executive Vice President and Senior Vice President, respectively.  In addition,
in consideration of the proposed termination of the contract,  the Company  has
agreed, subject to the approval of the stockholders  of the  Company, to  issue
89,800  shares  of  the Company's  Series B  Cumulative Redeemable  Convertible
Preferred Stock and 89,800 common stock purchase warrants to certain executives
of KCS, the terms of which will be substantially similar  to the  terms of  the
Preferred  Stock  and the  Warrants, respectively.   Of  such amounts,  Messrs.
Langevin and Rosenberg would each receive 25,500 shares of preferred stock  and
warrants  and  Mr.  Lenz would  receive 38,800  shares of  preferred stock  and
warrants.   Upon stockholder  approval, the  contract will  terminate and  such
securities will be issued to Messrs. Langevin, Rosenberg and Lenz.  Absent such
stockholder approval, the suspension will terminate  and the  contract will  be
restored  in  full  force and  effect, although  the Company  will continue  to
endeavor to achieve an alternate agreement with KCS to terminate the contract.
The Company, certain directors and executives of the Company, and KCS are named
parties in various legal proceedings.  During 1993, the  Company incurred  $0.4
million of legal fees  and expenses  on behalf  of the  Company, directors  and
executives of the Company, and KCS named in the lawsuits.

David A. Sachs, a director of the Company, is affiliated with Airlie, a limited
partnership  which  owns  approximately  9.29%  of the  Company's Common  Stock
(including Common Stock issuable upon conversion of Preferred Stock) and 40,000
Warrants.  Mr. Sachs is  an employee  of the  investment firm  of TMT-FW,  Inc.
which is one of two general  partners of  the general  partner of  Airlie.   On
December  20,  1993,  Airlie  purchased 40,000  Warrants and  40,000 shares  of
Preferred Stock from the Company as part of the Company's private placement.
Prior to 1992, the Company  charged Fruehauf  for management  services and  for
interest on amounts owed  to Terex.   As  of January  1, 1992,  the Company  no
longer charges Fruehauf for management expenses and interest on amounts due the
Company.  However, the Company and Fruehauf continue to charge one another  for
payments made on each other's behalf in  the normal  course of  business.   The
outstanding  balance  owed  by Fruehauf  to the  Company was  $13.6 million  at
September 30, 1993, $12.9 million at  December 31,  1992 and  $10.2 million  at
December 31, 1991.  As part of the Fruehauf Restructuring, the Company accepted
in December 1993 approximately  2,251,000 shares  of Fruehauf  common stock  in
satisfaction of approximately $13.5 million of indebtedness of Fruehauf to  the
Company.  

As part of the Fruehauf Restructuring, the Company agreed to vote its shares of
Fruehauf common stock in favor of, or consent  to, an  amendment to  Fruehauf's
Certificate of Incorporation to authorize additional shares of Fruehauf capital
stock and the issuance of a portion of such stock to  purchasers of  Fruehauf's
convertible  subordinated  notes  and  to  the  Company,  in  satisfaction   of
Fruehauf's indebtedness to the Company.  The Company also agreed, for a  period
of 18 months beginning July 26, 1993,  generally to vote its shares of Fruehauf
common stock in any other matter in such proportion as  the other  stockholders
of Fruehauf entitled to vote on such matter shall vote their shares of Fruehauf
common stock.  In  addition, at  the time  of the  Fruehauf Restructuring,  the
Company entered into an agreement with IBJ Schroder Bank & Trust Company  ("IBJ
Schroder"), on behalf of a group of commercial bank lenders, pursuant to  which
the Company is obligated to pay a fee of $1,000,000 on or  before December  31,
1994  in  consideration  of  the  assistance  of  the banks  in evaluating  the
feasibility of Fruehauf's proposed Turnaround Plan and to induce  the banks  to
consent to certain requests by the Company.  Mr.  Lenz pledged  certain of  his
shares of Common Stock to IBJ Schroder, as agent for such lenders, as  security
for the payment of such amount by the Company.

On January 25, 1993, Terex entered into an agreement whereby KCS borrowed  $1.7
million from Terex (the "KCS/Terex Note").  The KCS/Terex Note bore interest at
prime.   The loan  represented by  the KCS/Terex  Note may  have constituted  a
default under the Secured Notes, the Subordinated  Notes and  the Bank  Lending
Agreement.  The entire balance was repaid  to Terex  on February  1, 1993,  six
days after the initial borrowing,  thereby curing  any default  which may  have
occurred.

The Company's Board of Directors approved a program  to consolidate  Fruehauf's
parts warehousing and administration functions with  the Company.   During  the
fourth quarter of 1992, Fruehauf  announced its  intention to  close its  parts
warehouse in Westerville, Ohio and transfer its replacement parts inventory  to
the Terex distribution center  near Memphis,  Tennessee.   As a  result of  the
Fruehauf Restructuring, the proposed arrangement will not be  effectuated.   In
November 1992, in contemplation of this agreement, Terex  had transferred  $2.0
million  to  Fruehauf.    The  $2.0  million  transfer  constituted  a  default
("November Default") under the Secured Notes,  the Subordinated  Notes and  the
Bank  Lending  Agreement.   Subsequently  in May  1993, Terex  entered into  an
agreement with an operating unit of Fruehauf, whereby such operating unit  will
provide products and manufacturing services to Terex.  This agreement  required
Terex  to  make a  $2.0 million  payment to  such operating  unit, which  Terex
effected on May 11, 1993 by instructing Fruehauf to transfer  the $2.0  million
Fruehauf owed to Terex directly to  such operating  unit.   This transfer  also
satisfied Fruehauf's $2.0 million obligation to Terex so that the events  which
gave  rise  to  the  November  Default  no  longer exist.   The  Company is  in
discussions with Fruehauf concerning the satisfaction of Fruehauf's obligations
under the May 1993 agreement.

In August 1992, Clark purchased certain assets of a subsidiary of Fruehauf  for
$0.8  million.    This  constituted  a  default  under the  Secured Notes,  the
Subordinated Notes and the Bank Lending Agreement because the purchase did  not
have  prior  approval  of the  independent members  of the  Company's Board  of
Directors.  The approval was subsequently obtained; therefore, the events which
gave rise to such default no longer exist.

In conjunction with the Clark Acquisition, the Company financed the acquisition
and  refinanced  a  major  component of  its previously  outstanding bank  debt
through a private placement of Secured Notes and SAR's,  and the  establishment
of a revolving credit facility with a commercial bank.   Mr. Raben, a  director
of the Company, is an employee and officer of Jefferies, the investment banking
firm  which  acted  as  an exclusive  placement agent  for the  Company in  the
offering of the Secured Notes and SAR's.  Jefferies was paid in  total fees  of
$6.5 million in 1992 for services performed as placement agent.  Jefferies  was
also the Company's placement agent for the December 1993 sale of the  Preferred
Stock and Warrants for which Jefferies received fees totalling $2.5 million  in
1993.  Jefferies was also the agent for the Company  for certain  sales by  the
Company of its common stock of Fruehauf in 1993.  Jefferies is also the  holder
of 210,000  Warrants and  180,000 shares  of Preferred  Stock, which  Jefferies
acquired from the Company in connection with the Company's private placement on
December 20, 1993.

During 1993, Fruehauf retained PaineWebber as  a financial  advisor to  explore
opportunities to maximize stockholder value in Fruehauf.  G. Chris Andersen,  a
member of the Company's Board of Directors, is an executive with PaineWebber.
The Company intends that all transactions with affiliates are on terms no  less
favorable to the Company than could be obtained in comparable transactions with
an unrelated person.  The Board will be advised in advance of any such proposed
transaction or agreement and will utilize such procedures  in evaluating  their
terms  and provisions  as are  appropriate in  light of  the Board's  fiduciary
duties under Delaware law.  In  addition, the  Company has  an Audit  Committee
consisting solely of independent directors.  One of the responsibilities of the
Audit Committee is to review related party transactions.

DESCRIPTION OF SECURITIES

The Company's authorized capital stock consists of 40,000,000 shares of capital
stock, $.01 par  value, consisting  of 30,000,000  shares of  Common Stock  and
10,000,000 shares of preferred stock.  As of January 1, 1994, 10,303,067 shares
of  Common  Stock  and  1,200,000  shares of  preferred stock  were issued  and
outstanding.

Common Stock

Each outstanding share of Common Stock entitles the holder to one vote,  either
in person or by proxy,  on all  matters submitted  to a  vote of  stockholders,
including the election of  directors.   There is  no cumulative  voting in  the
election  of  directors, which  means that  the holders  of a  majority of  the
outstanding shares of Common Stock can elect all of the directors then standing
for  election.    Subject  to  preferences  which  may  be  applicable  to  any
outstanding  shares  of preferred  stock, holders  of Common  Stock have  equal
ratable rights to such dividends as may be declared from  time to  time by  the
Board of Directors out of funds  legally available  thereof.   See "Market  for
Common Stock and Dividend Policy."

Holders of Common Stock have no conversion, redemption or preemptive rights  to
subscribe to any securities of the Company.  All outstanding  shares of  Common
Stock are  fully paid  and nonassessable.   In  the event  of any  liquidation,
dissolution or winding-up  of the  affairs of  the Company,  holders of  Common
Stock will be entitled to share ratably in the assets of the Company  remaining
after  provision  for  payment  of  liabilities  to  creditors and  preferences
applicable to outstanding shares of preferred stock.   The rights,  preferences
and privileges of holders of  Common Stock  are subject  to the  rights of  the
holders  of  any  outstanding shares  of preferred  stock.   See "--  Preferred
Stock."

The Certificate of Incorporation provides that directors of  the Company  shall
not  be  personally  liable to  the Company  or its  stockholders for  monetary
damages for  breach of  fiduciary duties  as a  director except  to the  extent
otherwise required by Delaware law.   The by-laws  of the  Company provide  for
indemnification of the officers and  directors of  the Company  to the  fullest
extent permitted by Delaware law.

The transfer agent  and registrar  for the  Common Stock  is Mellon  Securities
Transfer Services, 111 Founders Plaza, Suite 1100,  East Hartford,  Connecticut
06108.

Warrants

The following summary of  the terms  and provisions  of the  Warrants does  not
purport to be complete and is qualified  in its  entirety by  reference to  the
detailed provisions of the Warrants  and the  Warrant Agreement,  the forms  of
which are filed as exhibits to the Registration Statement.

Term.  Each Warrant may be exercised by the  registered holder  thereof at  any
time in whole and from  time to  time in  part, at  the option  of the  holder,
commencing at the opening of business on the  day following  the Warrant  Ratio
Determination Date until 5:00  p.m. New  York time  on December  31, 2000  (the
"Expiration  Date").    "Warrant  Ratio  Determination  Date"  means  the  date
designated as such by the Board of Directors of the Company pursuant to a  duly
adopted resolution of the Board, which date shall be a trading  day during  the
12 month period beginning on the Issue Date or, if no such date is  designated,
the last day of such 12 month period; provided, that if the Board of  Directors
has  not yet  designated a  Warrant Ratio  Determination Date  and the  Current
Market Price (as hereinafter  defined) of  a share  of Common  Stock equals  or
exceeds $18.00 per share on any date during such 12 month period, the  "Warrant
Ratio Determination Date" will be such date.

A Warrant may be exercised upon (i) surrender of the Warrant certificate at the
principal office of the Warrant Agent, with the form of election to purchase on
the reverse thereof duly completed and signed and (ii) payment of the  Exercise
Price with respect to the Warrant Shares being purchased, payable by  certified
or bank check to the order of the Company.

Warrant Ratio.  Upon the exercise or redemption (see "--Redemption" below) of a
Warrant, the holder thereof shall be entitled to receive the number of  Warrant
Shares and other consideration, if any (the "Warrant Ratio"), equal to (a)  3.0
shares of Common Stock if the Current Market Price of a share  of Common  Stock
on the Warrant  Ratio Determination  Date is  $5.00 or  less; (b)  a number  of
Warrant Shares which decreases from 3.0 shares to 1.0 share  with the  increase
in such Current Market Price per share from $5.00  to $18.00,  if such  Current
Market Price per share is greater than $5.00 but less than $18.00, as set forth
in the schedule below; and (c) 1.0 Warrant Share if such  Current Market  Price
per share is $18.00 or more.

               Current Market Price     Warrant Ratio
               $ 5.00 or less                3.00
               $ 5.50                        2.75
               $ 6.00                        2.53
               $ 6.50                        2.36
               $ 7.00                        2.20
               $ 7.50                        2.07
               $ 8.00                        1.95
               $ 8.50                        1.85
               $ 9.00                        1.76
               $ 9.50                        1.68
               $10.00                        1.60
               $10.50                        1.54
               $11.00                        1.48
               $11.50                        1.42
               $12.00                        1.37
               $12.50                        1.33
               $13.00                        1.28
               $13.50                        1.24
               $14.00                        1.21
               $14.50                        1.17
               $15.00                        1.14
               $15.50                        1.11
               $16.00                        1.08
               $16.50                        1.06
               $17.00                        1.03
               $17.50                        1.01
               $18.00 or more                1.00

"Current Market Price" per share of Common Stock on any day  means the  average
of  the  daily  closing prices  with respect  to the  Common Stock  for the  30
consecutive trading days ending on such date (or, if such date is not a trading
day, on the trading day immediately preceding such date); provided, that if the
Common Stock is not publicly traded, the Current Market Price  per share  shall
be determined by a nationally recognized  investment banking  firm selected  by
the Board of Directors of the Company.

In the event that (i) the shelf Registration Statement of which this Prospectus
is a part shall not have become effective on or prior to the 90th day following
the  Issue  Date,  or  (ii)  prior  to the  end of  the period  during which  a
registration statement relating to the Warrants  is required  to be  maintained
effective pursuant to the Warrant Registration Rights Agreement, the Commission
shall  have  issued  a stop  order suspending  the effectiveness  of the  shelf
Registration  Statement,  then  for  each  30 consecutive  day period  (without
duplication) during which either of the foregoing  events has  occurred and  is
continuing, the Warrant Ratio will increase by 0.5%.

Exercise Price.  The Warrants are exercisable for $.01 per Warrant Share in the
case of Common Stock and  in the  case of  all other  securities issuable  upon
exercise of the Warrants, for the lowest exercise price permitted by law.
Redemption.  The Warrants may be redeemed by the Company in whole,  but not  in
part, in exchange for Warrant Shares at any time on or after the Warrant  Ratio
Determination  Date;  provided,  that  concurrently  with  such redemption  the
Company redeems all then outstanding shares of Preferred Stock.   Each  Warrant
will be redeemable for a number of Warrant Shares equal to the Warrant Ratio on
the date of redemption.

Notice of redemption of  the Warrants  shall be  sent by  or on  behalf of  the
Company to the holders not less than 30 days nor more than 60 days prior to the
date fixed for redemption  (i) notifying  the holders  of the  election of  the
Company to redeem the Warrants and of the date of redemption, (ii) stating  the
place or places at which the Warrants shall, upon presentation and surrender of
certificates evidencing such Warrants, be redeemed, and the  number of  Warrant
Shares deliverable upon the redemption thereof, and (iii) stating the name  and
address of the Warrant Agent and the redemption agent.

Adjustments.  The Warrants contain certain provisions that, commencing with the
occurrence of the Warrant Ratio Determination Date, protect the holders thereof
against  dilution  by  adjustment  of the  Warrant Ratio  in the  event of  (i)
dividends  or  other  distributions  of  Common  Stock,  (ii) subdivisions  and
combinations of outstanding shares of Common  Stock, (iii)  dividends or  other
distributions of rights or warrants entitling the holders thereof to  subscribe
for or purchase, during a period not exceeding 45 days  from the  date of  such
dividend or other distribution, shares of  Common Stock  at a  price per  share
less than the Current Market Price per share of Common Stock, or (iv) issuances
by  the  Company  of  any  Common  Stock  (or  securities  convertible into  or
exercisable  for Common  Stock) for  a consideration  per share  less than  the
Current Market Price of the Common Stock on the date of such issuance,  subject
to certain exceptions.

In addition, if the Company shall declare a dividend or  other distribution  on
its Common Stock that  would not  cause such  an adjustment  consisting of  (i)
securities other  than Common  Stock, (ii)  evidences of  its indebtedness,  or
(iii)  assets  (including  cash  dividends  or  distributions)   (collectively,
"Assets"), then in each such case adequate provision shall be made so that each
holder of Warrants shall receive, without charge, concurrently with the  making
of such dividend or distribution, the amount and kind of such Assets that  such
holder  would  have  received  if  such holder  had, immediately  prior to  the
relevant record date, exercised its Warrants.

On or prior to each day on which  the Warrant  Ratio is  adjusted, the  Company
shall promptly direct the Warrant Agent, and the  Warrant Agent  shall send  to
each holder, notice of such adjustment and shall deliver to the Warrant Agent a
certificate of a firm of independent public accountants selected  by the  Board
of  Directors (who  may be  the regular  accountants employed  by the  Company)
setting forth the Warrant Shares purchasable upon the exercise of each  Warrant
and the Warrant Ratio after such  adjustment, a  brief statement  of the  facts
requiring such adjustment, and  the computation  by which  such adjustment  was
made.

Reorganizations.  In case of (a)  any consolidation  or merger  of the  Company
with or into another corporation, (b) the occurrence of  any other  transaction
or event pursuant to which  all or  substantially all  of the  Common Stock  is
exchanged for, converted into, or acquired for, or constitutes solely the right
to receive,  cash securities,  property or  other assets  (whether by  exchange
offer, liquidation, tender offer or otherwise) or (c) the sale, lease or  other
transfer of all or substantially all of the assets of the Company, there  shall
thereafter be deliverable upon exercise of each Warrant (in lieu of the Warrant
Shares theretofore deliverable), at the lowest exercise price permitted by law,
the number of shares of stock or other securities or property to which a holder
of  the Warrant  Shares that  would otherwise  have been  deliverable upon  the
exercise of such Warrant would have been entitled upon such transaction if such
Warrant had been exercised in full immediately prior to such transaction.

No Rights as Stockholders.  Nothing contained in  the Warrant  Agreement or  in
any of the Warrants confers upon the holders thereof or  their transferees  the
right to vote or to receive dividends or  to consent  or to  receive notice  as
stockholders in respect  of any  meeting of  stockholders for  the election  of
directors of  the Company  or any  other matter,  or any  rights whatsoever  as
stockholders of the Company.

Transfer.  The  Warrants shall  be transferable  only on  the Warrant  register
maintained  by  the  Warrant  Agent, upon  delivery thereof,  accompanied by  a
written instrument or instruments of transfer in form reasonably acceptable  to
the Warrant Agent, duly executed by the registered holder or holders thereof or
by the duly  appointed legal  representative thereof  or by  a duly  authorized
attorney.   Upon  any registration  of transfer,  the Warrant  Agent shall  (a)
countersign and deliver a  new Warrant  certificate evidencing  the Warrant  or
Warrants to the persons entitled thereto and (b) cancel the surrendered Warrant
certificate.  

Reservation of Shares; Governmental Approvals and Stock Exchange Listings.  The
Company shall reserve at all times so long as any Warrants remain  outstanding,
free from preemptive rights, out of its treasury stock (if  applicable) or  its
authorized but unissued shares of Common Stock, or both, solely for the purpose
of effecting the exercise of the Warrants, sufficient Warrant Shares to provide
for the exercise of all outstanding Warrants, and take all necessary action  so
that all Warrant Shares that are  issued upon  exercise of  the Warrants  will,
upon issuance, be duly and validly issued, fully paid and nonassessable. 

The Company will use its best efforts to (a) obtain and keep effective any  and
all permits, consents and approvals  of governmental  agencies and  authorities
and to  make securities  acts filing  under federal  and state  laws, that  are
required in connection with the issuance, sale,  transfer and  delivery of  the
Warrant  certificates,  the exercise  or conversion  of the  Warrants, and  the
issuance,  sale,  transfer  and  delivery  of  the Warrant  Shares issued  upon
exercise  or  conversion  of the  Warrants, and  (b) have  the Warrant  Shares,
immediately upon their issuance, listed on  such securities  exchange on  which
the Common Stock is then listed.

The Warrant Agent  for the  Warrants is  Mellon Securities  Trust Company,  111
Founders Plaza, Suite 1100, East Hartford, Connecticut 06108.

Preferred Stock

The Board of Directors of the Company is authorized to issue  up to  10,000,000
shares of preferred stock, par value $.01  per share,  in one  or more  series,
with such designations, powers, preferences and rights of such  series and  the
qualifications, limitations or restrictions thereon, including, but not limited
to, the fixing of dividend rights,  dividend rates,  conversion rights,  voting
rights, rights and terms of redemption (including sinking fund provisions), the
redemption price or prices, and the liquidation preferences, in  each case,  if
any, as the Board  of Directors  of the  Company may  by resolution  determine,
without any further vote or action by the Company's stockholders.

By resolution adopted December 17, 1993, the Board of Directors of the  Company
authorized the issuance of a series of preferred stock consisting of  1,200,000
shares, designated Series A Cumulative Redeemable Convertible Preferred  Stock,
par value $.01 per share, and fixed the  terms of  such Preferred  Stock.   The
following summary of the terms and provisions of the Preferred  Stock does  not
purport to be complete and is qualified  in its  entirety by  reference to  the
relevant sections of  the Company's  Restated Certificate  of Incorporation,  a
copy of which is filed as an exhibit to the Registration Statement.

The registrar and transfer agent for the Preferred Stock  is Mellon  Securities
Trust Company.

Liquidation  Preference.    In  the  event  of  the  voluntary  or  involuntary
liquidation,  dissolution  or  winding  up  of the  affairs of  the Company  (a
"Liquidation"), subject to the prior preferences and other rights of any  stock
ranking senior to the Preferred Stock in respect of the right to receive assets
upon liquidation, but before any distribution or payment shall be  made to  the
holders of Common Stock  or any  other stock  ranking junior  to the  Preferred
Stock upon liquidation, the holders of the Preferred Stock shall be entitled to
be paid, out of the assets of  the Company  available for  distribution to  its
stockholders, a liquidation preference, initially  equal to  $25.00 per  share,
plus all accrued and unpaid dividends thereon to such  date, in  cash.   During
the period commencing on the Issue Date and ending on the Dividend Payment Date
(as defined below) immediately  preceding the  first Dividend  Payment Date  on
which  the  Company  is  permitted to  declare and  pay cash  dividends on  the
Preferred Stock under the indentures and loan agreements of the  Company as  in
effect on December 20, 1993 (the "Accretion Termination Date"), the Liquidation
Preference will accrete at the  rate of  13% per  annum, compounded  quarterly,
until  December  20,  1998,  and  at  the  rate  of 18%  per annum,  compounded
quarterly, thereafter.

Dividends.  Subject to  the prior  preferences and  other rights  of any  stock
ranking senior to the Preferred Stock with respect to the payment of dividends,
holders of shares of the Preferred Stock are entitled to receive,  when and  as
declared by the Board  of Directors,  out of  funds legally  available for  the
payment  of  dividends, cumulative  cash dividends  that will  accrue from  the
Accretion Termination Date at the rate of (a) 13% per annum from the  Accretion
Termination Date through December 20, 1998 and (b) 18% per  annum thereafter.  
In the event that (i) the Company does not file a shelf registration  statement
with respect to the Preferred Stock on or prior to the 60th  day following  the
Issue Date, (ii) such registration statement does  not become  effective on  or
prior to the 150th day following the Issue Date or (iii)  prior to  the end  of
the period during  which a  registration statement  relating to  the shares  of
Preferred Stock  and Common  Stock issuable  upon conversion  of the  Preferred
Stock is required to be maintained effective  pursuant to  the Preferred  Stock
Registration Rights Agreement, the Commission  issues a  stop order  suspending
the effectiveness of the shelf  registration statement,  then for  each day  on
which any of the foregoing  events occurred  and are  continuing, the  dividend
rate will increase by (a) 0.25% per annum if such  day is  on or  prior to  the
180th day following the Issue Date and (b) 0.50% per annum if such day is after
the 180th day following  the Issue  Date.   Such dividends  are cumulative  and
shall be payable in cash, quarterly, in arrears, when  and as  declared by  the
Board of Directors, on March 31, June 30, September 30 and December 31 of  each
year (each, a "Dividend Payment Date") commencing on the first Dividend Payment
Date following the Accretion Termination  Date.   Each such  dividend shall  be
paid to the holders of record of the Preferred Stock as their  names appear  on
the share register of the Company at the close  of business  on the  applicable
record date, which shall be the 15th day  of the  calendar month  in which  the
applicable Dividend Payment Date falls or such other record date designated  by
the Board of Directors of the Company with respect to the  dividend payable  on
such respective Dividend Payment Date. 

If full cash dividends are not paid or  made available  to the  holders of  all
outstanding shares of Preferred Stock and of any stock ranking on a parity with
the Preferred Stock in respect of  the right  to receive  dividends, and  funds
available  are  insufficient to  permit payment  in full  in cash  to all  such
holders of the preferential amounts to which they are then entitled, the entire
amount available for payment of cash dividends shall be  distributed among  the
holders  of  the  Preferred  Stock and  of any  such parity  stock, ratably  in
proportion to the full amount  to which  they would  otherwise be  respectively
entitled, and any remainder not paid in cash to  the holders  of the  Preferred
Stock  shall  cumulate,  whether  or not  earned or  declared, with  additional
dividends thereon for  each succeeding  full quarterly  dividend period  during
which such dividends shall remain unpaid.  Unpaid dividends for any period less
than a full quarterly dividend period shall cumulate on a day-to-day basis  and
shall be computed on the basis of a 360-day year.

So long as any  shares of  Preferred Stock  shall be  outstanding, the  Company
shall not declare or pay on any stock ranking junior to the Preferred Stock  in
respect of the right to receive dividends any dividend  whatsoever, whether  in
cash, property or  otherwise (other  than dividends  payable in  shares of  the
class or series upon which such dividends are declared or paid), nor shall  the
Company make any distribution  on any  such junior  stock, nor  shall any  such
junior stock be purchased or redeemed by the Company or any  subsidiary of  the
Company, nor shall any monies be paid or made available for a sinking fund  for
the purchase or redemption of any  such junior  stock; provided  that from  and
after the Accretion  Termination Date,  the Company  may declare  and pay  cash
dividends  on such  junior stock  so long  as (i)  all dividends  to which  the
holders of Preferred Stock shall have been entitled for  all previous  dividend
periods shall have been declared and paid and (ii) on or prior to the later  of
(x) the first anniversary of the Accretion Termination Date and  (y) the  third
anniversary of the Issue Date, the Company will not pay dividends on the Common
Stock during any 12 month period exceeding 4% of the Current  Market Price  per
share  of  the  Common  Stock  on  the  trading  day immediately  prior to  the
declaration of any cash dividend.

Redemption.  Prior to December 31, 1994, the Preferred Stock may be redeemed in
whole,  but  not  in  part,  at  a  per  share  redemption price  equal to  the
Liquidation Preference per share on the date of redemption plus all accrued but
unpaid dividends thereon to  and including  the date  of redemption;  provided,
that concurrently with  such redemption  the Corporation  redeems all  Warrants
then outstanding.  See "--Warrants."

On and after December 31,  1994, the  Preferred Stock  may be  redeemed by  the
Company at any time in whole or (except as noted below) from time  to time,  in
part, at the option of the Company, at a per  share redemption  price equal  to
the Liquidation Preference per share on the date of redemption plus all accrued
but unpaid dividends thereon to and including the date of redemption.  If  less
than all of the outstanding shares of Preferred Stock are to be redeemed,  such
shares shall be redeemed  pro rata  or by  lot as  determined by  the Board  of
Directors in its sole discretion.  The Company shall not redeem  less than  all
of the outstanding shares of Preferred Stock unless all cumulative dividends on
the  Preferred  Stock  for  all  previous dividend  periods have  been paid  or
declared and funds therefor set apart for payment.

The Company shall redeem all then outstanding shares of Preferred  Stock on  or
prior  to  December  31, 2000  at a  per share  redemption price  equal to  the
Liquidation Preference per share on the date of redemption plus all accrued but
unpaid dividends thereon to and including the date of redemption.

Notice of every proposed redemption of Preferred Stock shall be sent  by or  on
behalf of the Company, by first class mail, postage prepaid, to the holders  of
record of the shares of Preferred Stock so to be redeemed  at their  respective
addresses as they shall appear on the  records of  the Company,  not less  than
thirty (30) days nor more than  sixty (60)  days prior  to the  date fixed  for
redemption (the "Redemption Date") (i) notifying such holders  of the  election
or obligation of the Company to redeem such shares  of Preferred  Stock and  of
the Redemption Date, (ii) stating the place or places  at which  the shares  of
Preferred Stock called for redemption shall, upon presentation and surrender of
the certificates evidencing such shares of  Preferred Stock,  be redeemed,  and
the redemption price therefor, and (iii) stating the  name and  address of  any
redemption  agent  selected by  the Company  and the  name and  address of  the
Corporation's transfer agent for the Preferred Stock.

Voting.  Except as set forth below or as otherwise required by law, the holders
of the issued and outstanding shares of Preferred  Stock shall  have no  voting
rights.

So  long as  any Preferred  Stock is  outstanding, the  Company, without  first
obtaining the affirmative vote or written consent of  the holders  of not  less
than  a majority  of the  then outstanding  shares of  Preferred Stock,  voting
separately as a class, will not:  (i) amend or repeal any provision of, or  add
any provision to, the Company's Certificate of Incorporation or By-laws if such
action would alter adversely or change the preferences,  rights, privileges  or
powers  of, or  the restrictions  provided for  the benefit  of, any  Preferred
Stock,  or  increase  or  decrease  the  number  of shares  of Preferred  Stock
authorized; (ii) authorize or  issue shares  of any  class or  series of  stock
ranking  senior  to  the  Preferred  Stock  (or,  prior  to  the Warrant  Ratio
Determination Date, any stock ranking on a parity with the Preferred Stock)  in
respect of the right to  receive dividends  or assets  upon liquidation;  (iii)
reclassify any class or series of any junior stock  into such  parity stock  or
senior stock or reclassify any series of parity stock into  senior stock;  (iv)
authorize, enter into, or consummate any  transaction that  would constitute  a
deemed dividend to holders of the Preferred Stock under  United States  Federal
tax laws; or (v) consolidate with or merge  with or  into another  corporation,
other than in a transaction in which the Company is the surviving corporation.
From and after the Accretion Termination Date, (i) if and whenever the  Company
fails to declare and pay in cash the full amount  of dividends  payable on  the
Preferred Stock on any  two Dividend  Payment Dates,  then the  holders of  the
Preferred Stock, voting separately as a  class, will  be entitled  at the  next
annual meeting of the stockholders of the Company or at any special meeting  to
elect one director, and (ii) if and whenever the Company shall  have failed  to
declare and pay in cash the full amount of dividends payable  on the  Preferred
Stock on any four Dividend Payment  Dates, then  the holders  of the  Preferred
Stock,  voting  separately as  a class,  will be  entitled at  the next  annual
meeting of the stockholders of the Company or at any special  meeting to  elect
two directors.  Upon election, such directors will become additional  directors
of the  Company and  the authorized  number of  directors of  the Company  will
thereupon be automatically increased by such number of directors.   Such  right
of the holders of Preferred Stock to elect directors may be exercised until all
dividends  in  default  on  the Preferred  Stock have  been paid  in full,  and
dividends for the current dividend period declared and funds therefor set apart
or paid, and when so paid and set apart or paid, the  right of  the holders  of
Preferred Stock to elect such number of directors shall cease and  the term  of
such directors shall terminate, but subject always to the  same provisions  for
the  vesting of  such special  voting rights  in the  case of  any such  future
dividend default or defaults.

Conversion Right.  Each holder of shares of Preferred Stock has  the right,  at
such holder's option, at any time or from time to time, to convert any of  such
shares of Preferred Stock into the number fully paid  and nonassessable  shares
of Common Stock determined by dividing (i) $25.00 by (ii) the Conversion Price,
initially $11.11 and subject to adjustment as set forth below, in effect on the
date of conversion.  The Conversion Price is subject to  adjustment to  prevent
dilution in the event of (i) dividends or other distributions of Common  Stock,
(ii) subdivision and combinations of outstanding shares of Common Stock,  (iii)
dividends or other distributions of rights  or warrants  entitling the  holders
thereof to subscribe for or purchase,  during a  period not  exceeding 45  days
from the date of such dividend or other distribution, Common Stock  at a  price
per  share  less  than  the  Current  Market Price  of the  Common Stock,  (iv)
dividends  or  other  distributions  of  other  securities,  evidences  of  its
indebtedness or other assets, excluding any cash dividend or cash  distribution
payable out of earned surplus of the Company if the  per share  amount of  such
dividend or distribution, together with the aggregate per share  amount of  all
other cash dividends and cash  distributions declared  or paid  during the  one
year period ending  on the  date such  dividend is  declared (the  "Declaration
Date") does not exceed 4% of the Current Market Price per share of Common Stock
on the trading day immediately prior to the Declaration Date, or (v)  issuances
by  the  Company  of  any  Common  Stock  (or  securities  convertible into  or
exercisable  for Common  Stock) for  a consideration  per share  less than  the
Current Market Price per share of Common Stock on  the date  of such  issuance,
subject to certain exceptions.

Reorganizations.    In case  of (a)  any consolidation  with or  merger of  the
Company  with or  into another  corporation, (b)  the occurrence  of any  other
transaction or event pursuant to which all or substantially all  of the  Common
Stock is exchanged for, converted into, or acquired for, or constitutes  solely
the right to receive, cash  securities, property  or other  assets (whether  by
exchange offer, liquidation, tender offer or otherwise) or (c) the sale,  lease
or other transfer of all or substantially  all of  the assets  of the  Company,
each share  of Preferred  Stock shall  after the  date of  such transaction  be
convertible into the number of shares of stock or other securities or  property
(including  cash)  to which  the Common  Stock issuable  (at the  time of  such
transaction) upon conversion of such share of Preferred Stock  would have  been
entitled upon such transaction.

Reservation  of  Shares;  Valid  Issuance; Approvals.   The  Company shall  (i)
reserve  at  all  times  so  long  as  any  shares  of  Preferred Stock  remain
outstanding,  free  from  preemptive  rights,  out  of its  treasury stock  (if
applicable) or its authorized but  unissued shares  of Common  Stock, or  both,
solely for the purpose of effecting the conversion of the  shares of  Preferred
Stock, sufficient shares of Common Stock to provide for the  conversion of  all
outstanding shares of Preferred Stock, (ii) take all necessary  action so  that
all shares of Common Stock that are issued upon conversion of the shares of the
Preferred Stock will, upon issuance, be duly and validly issued, fully paid and
nonassessable, and (iii)  take no  action which  will cause  a contrary  result
(including,  without limitation,  any action  that would  cause the  Conversion
Price to be less than the par value, if any, of the Common Stock). 

If any shares of Common Stock reserved for the purpose of conversion of  shares
of Preferred Stock require registration with  or approval  of any  governmental
authority under any Federal  or state  law before  such shares  may be  validly
issued or delivered upon conversion, then the  Corporation will  in good  faith
and  as  expeditiously  as  possible endeavor  to secure  such registration  or
approval, as the case may be.  If, and so long as, any Common Stock into  which
the shares of Preferred Stock are then convertible  is listed  on any  national
securities exchange, the Corporation will, if permitted  by the  rules of  such
exchange,  list  and  keep listed  on such  exchange, upon  official notice  of
issuance, all shares of such Common Stock issuable upon conversion.

CERTAIN FEDERAL INCOME TAX CONSIDERATIONS

The following discussion summarizes certain Federal income tax consequences  to
the initial holders of the Warrants and Warrant Shares  under existing  Federal
income  tax law,  which is  subject to  change, possibly  retroactively.   This
summary does not discuss all aspects  of Federal  income taxation  that may  be
relevant  to  a  particular  investor  in  light  of  his  personal  investment
circumstances or to certain  types of  investors subject  to special  treatment
under  the  Federal  income  tax  laws  (for  example, financial  institutions,
insurance   companies,   tax-exempt   organizations,  broker-dealers,   foreign
taxpayers,  and  taxpayers  subject  to the  "straddle" rules  of the  Internal
Revenue Code of 1986, as  amended (the  "Code")) and  it does  not discuss  any
aspect of state, local or foreign tax law.  This summary assumes that investors
will hold their Warrants  and Warrant  Shares as  "capital assets"  (generally,
property held for investment) under the Code.  Holders are  advised to  consult
their tax advisors as to the specific tax consequences of holding and disposing
of the Warrants and Warrant  Shares, including  the application  and effect  of
Federal, state, local and foreign income and other tax laws.

Upon the exercise of a Warrant, a holder will not  recognize gain  or loss  and
will have a tax basis in the Warrant Shares received equal to the tax basis  in
such holder's Warrant plus the exercise price  thereof.   Because the  Warrants
have a minimal  exercise price,  it is  not certain  whether a  holder will  be
treated  as  owning a  Warrant or  the shares  of Common  Stock underlying  the
Warrant for Federal income tax purposes.  Holders  are urged  to consult  their
tax  advisors  regarding  such possibility.   If  the Warrants  are treated  as
warrants for Federal income tax purposes, the  holding period  for the  Warrant
Shares purchased pursuant to the exercise of a Warrant  will begin  on the  day
following the date of exercise and will not include the period that the  holder
held his Warrant.  On the other hand,  if the  Warrants are  treated as  Common
Stock, the holding  period for  the Warrant  Shares purchased  pursuant to  the
exercise of a Warrant will include the period during which the Warrant was held
by the holder.  The holding period for the Warrants began on the day  following
the day they were acquired.

Upon a sale or other disposition of Warrants or Warrant Shares,  a holder  will
recognize capital gain or loss in an amount equal to the difference between the
amount realized and the holder's tax basis in such Warrants or Warrant Shares. 
Such a gain or loss will be long-term if the holding  period is  more than  one
year.  In the event that a Warrant lapses unexercised, a holder will  recognize
a capital loss in an amount equal to his tax basis in the Warrant.   Such  loss
will be long term if the Warrant has been held for more than one year.

An adjustment in the exercise price of the Warrants to reflect distributions to
holders  of  Common  Stock  may,  in  certain  circumstances, be  treated as  a
constructive distribution to holders of Warrants subject to tax  as a  dividend
pursuant to Section 305 of the Code.  Although the matter is not entirely  free
from  doubt,  adjustments  to  the Warrant  Ratio should  not be  treated as  a
constructive distribution.

PLAN OF DISTRIBUTION

The Company will issue Warrant Shares upon the exercise of Warrants by  Selling
Security Holders from time to time through the Expiration Date pursuant to  the
terms  of  the  Warrants  and  the  Warrant  Agreement.    See "Description  of
Securities -- Warrants."  The Company will receive proceeds of $.01 per Warrant
Share issued upon the exercise of the Warrants.   The Company  will receive  no
proceeds from the resale of the Warrants and the Warrant Shaes  by the  Selling
Security Holders pursuant to this offering.   The Warrants  and Warrant  Shares
offered for resale hereby may be sold from time to time by the Selling Security
Holders.    Any such  distribution of  the Warrants  or Warrant  Shares by  the
Selling Security Holders, or by transferees or other successors-in-interest  of
the Selling Security Holders, may be effected from time to time in one or  more
transactions  (which may  involve block  transactions) on  the NYSE  or in  the
over-the-counter  market  (to the  extent that  such securities  are listed  or
traded on such markets), in negotiated transactions or in a combination of such
methods of sale, at fixed prices, at market prices  prevailing at  the time  of
sale, at prices relating to prevailing market prices or at negotiated prices.  
The  Selling  Security  Holders  may  effect  such  transactions  directly   to
purchasers  or  to  or  through  broker-dealers  which  may  act  as agents  or
principals.    Such  broker-dealers  may receive  compensation in  the form  of
underwriting discounts, concessions or  commissions from  the Selling  Security
Holders  and/or  the  purchasers  of  Warrants  and  Warrant  Shares for  which
broker-dealers may act as agent or to whom they may sell as  principal or  both
(which compensation as to a particular  broker-dealer may  be less  than or  in
excess of customary commissions).   In addition,  any Common  Stock covered  by
this Prospectus that subsequently qualifies for sale  pursuant to  Rule 144  of
the Securities Act may be  sold under  Rule 144  rather than  pursuant to  this
Prospectus.  

The Warrants were issued to the original purchasers on December 20,  1993 in  a
private placement.  Pursuant to the Warrant Registration Rights Agreement,  the
Company agreed  to file  the Registration  Statement of  which this  Prospectus
forms  a  part  with the  Commission, and  to keep  the Registration  Statement
effective until all of the Warrants and Warrant Shares are sold pursuant to  an
effective registration statement or Rule 144 under the Securities  Act.   There
is no established trading market for the Warrants.  The Company does not intend
to  list  the  Warrants  on any  securities exchange  or to  seek approval  for
quotation through any automated quotation system.  There is no dealer which  is
obligated to make a market in the Warrants and, if any dealer or dealers should
do so, they may discontinue any market making at any time without  notice.   No
assurance  can be  given as  to the  liquidity of  any trading  market for  the
Warrants.

As of the date of this  Prospectus, the  Company understands  that the  Selling
Security  Holders  do  not  have  any agreement,  arrangement or  understanding
concerning the distribution of the Warrants and Warrant Shares offered hereby.
At  the  time  a particular  offer of  Warrants or  Warrant Shares  is made,  a
Prospectus Supplement, to the extent required, will be  distributed which  will
set forth the aggregate amount of Warrants or Warrant Shares being offered, the
names  of  the  selling security  holders, the  purchase price,  the amount  of
expenses of the offering and the terms of the offering, including  the name  or
names of any underwriters, dealers or  agents, any  discounts, commissions  and
other items constituting compensation from  such selling  security holders  and
any  discounts,  commissions or  concessions allowed  or reallowed  or paid  to
dealers.

To comply with certain states' securities laws, if applicable, the Warrants and
Warrant Shares will be sold in such states only through brokers or dealers.  In
addition, in certain states the Warrants  and Warrant  Shares may  not be  sold
unless they have  been registered  or qualify  for sale  in such  states or  an
exemption from registration or qualification is available and is complied with.
 The Company is obligated pursuant to the Warrant Registration Rights Agreement
to use its best efforts to register or qualify the Warrants and Warrant  Shares
under the securities or  blue sky  laws of  such jurisdictions  as any  Selling
Security Holder reasonably requests.

The Selling Security Holders and any broker-dealers who participate  in a  sale
of their Warrants and Warrant Shares may be deemed to be "underwriters"  within
the  meaning  of  Section  2(11)  of the  Securities Act,  and any  commissions
received by them, and proceeds of any such sales as principal, may be deemed to
be underwriting discounts and commissions under the Securities Act.

Since the  Selling Security  Holders will  be subject  to the  antimanipulation
rules  promulgated  under the  Exchange Act,  including Rule  10b-2, 10b-6  and
10b-7,  in  connection with  transactions in  the Warrants  and Warrant  Shares
during the effectiveness of the Registration Statement of which this Prospectus
is  a  part,  the  Company  advises  the  Selling Security  Holders to  consult
competent securities counsel prior to initiating any such transaction.

Pursuant to the Warrant Registration Rights Agreement, the Company has paid  or
will pay any and all expenses  incident to  the performance  of such  agreement
including filing fees, fees and expenses incurred in connection with compliance
with the securities or blue sky laws  of the  applicable states,  and fees  and
disbursements of counsel and independent public  accounts for  the Company  and
the reasonable fees and disbursements of one  counsel retained  by the  Selling
Security Holders in connection with the Registration Statement.  Such  expenses
are estimated to be approximately $____________.  As  and when  the Company  is
required to update this Prospectus, it may incur additional expenses in  excess
of this estimated amount.  Normal commission  expenses and  brokerage fees,  as
well as any applicable underwriting discounts  or transfer  taxes, are  payable
individually by the Selling Security Holders.

In the Warrant Registration Rights Agreement, the Company  agreed to  indemnify
and  hold  harmless,  to  the  extent permitted  by law,  the Selling  Security
Holders, the officers, directors, shareholders, agents, affiliates and partners
of the Selling Security Holders, any person who participates as an  underwriter
in the offering and sale of the Warrants and Warrant Shares and any person  who
controls any of such sellers or any of such underwriters against losses, claims
and expenses arising out of  any false  or misleading  statements contained  in
this Prospectus or  the Registration  Statement of  which it  is a  part.   The
Selling Security Holders have agreed to indemnify the  Company against  certain
liabilities and expenses arising out of statements made by them for reliance by
the Company in connection with the Registration Statement or this Prospectus.

LEGAL MATTERS 

Certain legal  matters in  connection with  the sale  of the  Warrants and  the
Warrant Shares offered hereby will be passed upon for the  Company by  Robinson
Silverman Pearce Aronsohn & Berman, 1290 Avenue of the Americas, New York,  New
York 10104.

AUDITORS

The Consolidated Financial Statements of the Company  as of  December 31,  1992
and  for  the  year  then ended  included in  this Prospectus  and the  related
financial statement schedules included elsewhere in the Registration  Statement
of which this Prospectus is  a part  have been  audited by  Price Waterhouse.  
Their report, dated April 14, 1993, except as to Notes I and O, which are as of
May 11, 1993, contains an explanatory paragraph that certain matters identified
raise substantial doubt  about the  Company's ability  to continue  as a  going
concern, an explanatory paragraph that in their determination of the  Company's
compliance with the covenants in the agreements governing the Secured Notes and
the Subordinated Notes, and the resultant classification of such obligations as
long term, legal opinions were obtained supporting the Company's interpretation
of certain covenants related to the maintenance of net worth and curing of  any
defaults  which  may  have  existed, and  an explanatory  paragraph that  makes
reference to the contingent liabilities discussed in Notes D and N in the Notes
to the Company's Consolidated Financial Statements.  However, Price  Waterhouse
has advised the Company that they are unable  to issue  an updated  accountants
report  until  Deloitte  & Touche,  which was  dismissed as  the Company's  and
Fruehauf's auditors on October 2, 1992, is able to issue an updated accountants
report as described below.   Accordingly, this  Prospectus does  not include  a
copy of Price Waterhouse's audit report on the Company's Consolidated Financial
Statements and the Registration Statement of which  this Prospectus  is a  part
does not include a consent of Price Waterhouse.

The combined financial statements of the Business Acquired from Clark Equipment
Company by Terex Corporation as of December 31, 1991 and  for each  of the  two
years in the period ended December 31, 1991  included in  this Prospectus  have
been audited by Price Waterhouse.  Their report, dated September 25, 1992,  was
unqualified.  However, Price Waterhouse has advised the Company  that they  are
unable to issue an updated accountants report until Deloitte &  Touche is  able
to issue an updated accountants report as described below.   Accordingly,  this
Prospectus does not include a copy of Price  Waterhouse's audit  report on  the
combined financial statements  of the  Business Acquired  from Clark  Equipment
Company  by  Terex Corporation  and the  Registration Statement  of which  this
Prospectus is a part does not include a consent of Price Waterhouse.

The Consolidated Financial  Statements of  Fruehauf Trailer  Corporation as  of
December 31, 1992 and for the year then ended included in  this Prospectus  and
the  related   financial  statement   schedules  included   elsewhere  in   the
Registration Statement of which this Prospectus is a part have been audited  by
Price Waterhouse.  Their report, dated April 14, 1993, contains an  explanatory
paragraph that certain  matters identified  raise substantial  doubt about  the
Company's ability to continue as a going concern, and an explanatory  paragraph
that makes reference to the contingent liabilities discussed in Note  L in  the
Notes  to  the  Company's Consolidated  Financial Statements.   However,  Price
Waterhouse has advised the Company that  they are  unable to  issue an  updated
accountants  report  until  Deloitte  &  Touche  is  able to  issue an  updated
accountants report as described below.  Accordingly, this  Prospectus does  not
include a copy of Price Waterhouse's audit report on   Fruehauf's  Consolidated
Financial Statements and the Registration Statement of which this Prospectus is
a part does not include a consent of Price Waterhouse.

The Consolidated Financial Statements of the Company  as of  December 31,  1991
and for each of the two years in the period ended December 31, 1991 included in
this  Prospectus  and  the  related  financial  statement  schedules   included
elsewhere in the Registration Statement of which this Prospectus is a part have
been audited by Deloitte & Touche.  Their report, dated March  30, 1992  (April
14, 1993 as to Note B and the first and second paragraphs of Note N), expressed
an  unqualified  opinion  and include  explanatory paragraphs  relating to  the
restatement of prior period financial statements and an uncertainty relating to
the outcome of certain litigation.   However,   Deloitte &  Touche has  advised
the Company that  they are  currently unable  to issue  an updated  accountants
report  until  they complete  their consideration  of certain  items which  may
affect the financial statements of Fruehauf and, as a result,  may also  affect
the financial statements of the Company.  Accordingly, this Prospectus does not
include  a  copy  of  Deloitte  &  Touche's  audit  report  on  the   Company's
Consolidated Financial Statements  and the Registration Statement of which this
Prospectus is a part does not include a consent of Deloitte & Touche.

The Consolidated Financial  Statements of  Fruehauf Trailer  Corporation as  of
December 31, 1991 and for each of the two years  in the  period ended  December
31,  1991  included  in  this Prospectus  and the  related financial  statement
schedules  included  elsewhere  in  the  Registration Statement  of which  this
Prospectus is a part have been audited  by Deloitte  & Touche.   Their  report,
dated March 20, 1992 (April 14, 1993 as to Note P  and the  ninth paragraph  of
Note L), expressed an unqualified  opinion and  include explanatory  paragraphs
relating  to  the  restatement  of  prior  period financial  statements and  an
uncertainty relating to the outcome of certain litigation.   However,  Deloitte
& Touche has advised the Company that  they are  currently unable  to issue  an
updated accountants report until they complete their  consideration of  certain
items which may affect the financial statements of Fruehauf.  Accordingly, this
Prospectus does  not include  a copy  of Deloitte  & Touche's  audit report  on
Fruehauf's Consolidated Financial Statements  and the Registration Statement of
which  this Prospectus  is a  part does  not include  a consent  of Deloitte  &
Touche.

At this time, the Company does not know when Deloitte & Touche and, therefore, 
Price  Waterhouse will  be in  a position  to issue  their updated  accountants
reports, and there can be no assurances that they will reissue any or all  such
reports in their original form.  In the opinion of the Company, all significant
transactions, subsequent events and other matters have been properly disclosed 
pursuant  to  relevant  reporting  requirements  in  the  Company's   financial
statements and elsewhere in this Prospectus and the  Registration Statement  of
which this Prospectus is a part.

Until the Company is furnished with updated  audit reports  manually signed  by
Deloitte &  Touche and  by Price  Waterhouse and  files such  reports with  the
Commission along with consents of Deloitte & Touche and Price Waterhouse ,  the
Company will not request that the Commission declare the Registration Statement
effective.

With  the  concurrence  of  its  Audit  Committee,  the  Company engaged  Price
Waterhouse as its independent  accountants effective  October 1992.   Prior  to
that date, Deloitte & Touche had been the Company's  independent accountants.  
The change in independent accountants was reported on Form  8-K, dated  October
8, 1992.  The following is an excerpt from Deloitte & Touche's response to  the
Form 8-K, as included in the Company's Form 8 dated October 23, 1992:

       "On August 24 and 28, 1992, a representative of Deloitte &
       Touche  discussed  with  the  Company's  Chief   Financial
       Officer the relationship between Deloitte & Touche and the
       Company.  On September 14 and 17, 1992, representatives of
       Deloitte  & Touche  had further  discussions with  Company
       officials,   including  its   Chairman,  Chief   Financial
       Officer,  and  Secretary,  regarding  the   auditor-client
       relationship.    These  discussions  focused  on   certain
       changes that Deloitte & Touche believed needed to occur in
       order for Deloitte & Touche to be willing  to continue  to
       serve as  the Company's  auditor.   The matters  discussed
       included changes requested by Deloitte  & Touche  relating
       to the financial  reporting process  and the  role of  the
       Audit Committee in overseeing that process, performance of
       timely quarterly reviews by Deloitte &  Touche and  timely
       discussions with Deloitte & Touche of proposed significant
       transactions.  Deloitte & Touche believed, based on  those
       discussions, that the Company  was in  agreement with  the
       matters  discussed,  which was  the basis  for Deloitte  &
       Touche agreeing to continue as  the Company's  independent
       auditor.    On October  2, 1992,  we were  advised by  the
       Company's Chief Financial Officer that  we were  dismissed
       as auditors."

In connection with its audits for the years ended  December 31,  1991 and  1990
and through the date of this Prospectus, there have been no disagreements  with
Deloitte  &  Touche  on  any  matter  of  accounting  principles or  practices,
financial  statement  disclosure,  or  auditing  scope   or  procedure,   which
disagreements if not resolved to the satisfaction  of Deloitte  & Touche  would
have caused them to make a reference thereto in their report  on the  financial
statements  for  such  years.    The  reports  of  Deloitte  &  Touche  on  the
aforementioned financial statements contained no adverse opinion or  disclaimer
of opinion and were not qualified as to audit scope or accounting principle.
There  have  been  no  disagreements  with  Price Waterhouse  on accounting  or
financial disclosure.