<PAGE>
 
      As filed with the Securities and Exchange Commission on May 31, 1996

                                                      Registration No. 333-
================================================================================


                       SECURITIES AND EXCHANGE COMMISSION
                            Washington, D.C.  20549

                             ---------------------

                                    FORM S-8
                             REGISTRATION STATEMENT
                                     Under
                           THE SECURITIES ACT OF 1933

                             ---------------------


                                Case Corporation
               (Exact name of issuer as specified in its charter)

      Issuer: Delaware                             Issuer:  76-0433811
(State or other jurisdiction of             (I.R.S. Employer Identification No.)
incorporation or organization)

                   700 State Street, Racine, Wisconsin 53404
                    (Address of Principal Executive Offices)


                 Case Corporation Employee Stock Purchase Plan
                            (Full title of the Plan)

                               RICHARD S. BRENNAN
                         General Counsel and Secretary
                                Case Corporation
                                700 State Street
                            Racine, Wisconsin  53404
                    (Name and address of agent for service)

                           Telephone: (414) 636-6011
         (Telephone number, including area code, of agent for service)


                        CALCULATION OF REGISTRATION FEE
<TABLE>
<CAPTION>
===============================================================================
                                          Proposed    Proposed
                                           maximum     maximum
 Title of securities     Amount to be     offering    aggregate    Amount of
  to be registered        registered      price per   offering    Registration
                                           share*      price*         fee
- -------------------------------------------------------------------------------
<S>                    <C>                <C>        <C>          <C>
Common Stock of
 Case Corporation,
 par value $0.01 per
 share                 1,000,000  shares     $50.75  $50,750,000       $17,500
 
=============================================================================== 
</TABLE>

* Estimated solely for the purpose of calculating the registration fee in
  accordance with Rule 457 and is based upon the average of the high and low
  prices of the Common Stock as quoted for May 29, 1996 in The Wall Street
  Journal.
- -------------------------------------------------------------------------------
<PAGE>
 
                                    PART II

               INFORMATION REQUIRED IN THE REGISTRATION STATEMENT


 Item 3.  Incorporation of Documents by Reference.

    Case Corporation ("Case" or the "Company") is registering securities of the
 same class as other securities for which a registration statement filed on Form
 S-8 relating to the Case Corporation Employee Stock Purchase Plan is effective
 and the contents of that registration statement (File No. 33-83862) are
 incorporated in this registration statement by reference.

 Item 4.  Description of Securities.

    Not applicable.


 Item 5.  Interests of Named Experts and Counsel.

    The legality of the Common Stock to which this Registration Statement
 applies has been passed upon by Kevin J. Hallagan, the Associate General
 Counsel and Assistant Secretary of Case Corporation.  Case Corporation has been
 advised by Kevin J. Hallagan that at May 15, 1996, he owned 1,156 shares of
 Case Common Stock and options to purchase 15,000 shares of Case Common Stock.


 Item 6.  Indemnification of Directors and Officers.

    The contents of the registration statement previously filed for the Case
 Corporation Employee Stock Purchase Plan (File No. 33-83862) are incorporated
 in this registration statement by reference.


 Item 7.  Exemption from Registration Claimed.

    Not applicable.


 Item 8.  Exhibits.

    Please refer to the Index to Exhibits attached hereto.


 Item 9.  Undertakings.

    The contents of the registration statement previously filed for the Case
 Corporation Employee Stock Purchase Plan (File No. 33-83862) are incorporated
 in this registration statement by reference.
<PAGE>
 
                                   SIGNATURES

    Pursuant to the requirements of the Securities Act of 1933, the registrant
certifies that it has reasonable grounds to believe that it meets all of the
requirements for filing on Form S-8 and has duly caused this registration
statement or amendment to be signed on its behalf by the undersigned, thereunto
duly authorized, in the City of Racine, State of Wisconsin, on May 31, 1996.


                                CASE CORPORATION


                                By: /s/ THEODORE R. FRENCH
                                    ----------------------------------
                                           Theodore R. French
                                         Senior Vice President and
                                          Chief Financial Officer

    Pursuant to the requirements of the Securities Act of 1933, this 
registration statement or amendment has been signed by the following persons in
the capacities and on the dates indicated.
<TABLE>
<CAPTION>
 
           Signature                         Title                   Date
- -------------------------------  ------------------------------  ------------
<S>                              <C>                             <C>
 
 /s/ JEAN-PIERRE ROSSO*          Chairman, President, Chief      May 31, 1996
- -------------------------------  Executive Officer and
Jean-Pierre Rosso                Director (Principal Executive
                                 Officer)

 
                                 Chief Financial Officer
                                 (Principal Financial and
/s/ THEODORE R. FRENCH           Senior Vice President and       May 31, 1996
- -------------------------------  Chief Financial Officer
Theodore R. French               (Principal Financial and
                                 Accounting Officer)  

 
/s/ MARK ANDREWS*                Director                        May 31, 1996
- -------------------------------
Mark Andrews
 

/s/ JEFFERY T. GRADE*            Director                        May 31, 1996
- -------------------------------
Jeffery T. Grade
 

/s/ KATHERINE M. HUDSON*         Director                        May 31, 1996
- -------------------------------
Katherine M. Hudson
 

/s/ DANA G. MEAD*                Director                        May 31, 1996
- -------------------------------
Dana G. Mead
 

/s/ GERALD ROSENFELD*            Director                        May 31, 1996
- -------------------------------
Gerald Rosenfeld
 

/s/ THEODORE TETZLAFF*           Director                        May 31, 1996
- -------------------------------
Theodore R. Tetzlaff


/s/ THOMAS N. URBAN*             Director                        May 31, 1996
- -------------------------------
Thomas N. Urban
 
 
*By:/s/ KEVIN J. HALLAGAN
    Kevin J. Hallagan
    Attorney-in-fact
</TABLE>
<PAGE>
 
                                                      Registration No. 333-
================================================================================


                       SECURITIES AND EXCHANGE COMMISSION
                            Washington, D.C.  20549


                                --------------

                                    Exhibits


                                       to



                                    FORM S-8



                             REGISTRATION STATEMENT


                                     Under


                           THE SECURITIES ACT OF 1933

                                --------------


                                CASE CORPORATION

================================================================================
<PAGE>
 
                               INDEX TO EXHIBITS

    Exhibit
    Number                           Description of Exhibits
    ------                           -----------------------

    4(a)(1)      Certificate of Incorporation of Case Equipment Corporation
                 (Exhibit 3(a)(1) to Amendment No. 4 to Registration Statement
                 No. 33-78148). *
                 
    4(a)(2)      Certificate of Amendment to Certificate of Incorporation Case
                 Equipment Corporation (Exhibit 3(a)(4) to Registration
                 Statement No. 33-82158). *

    4(b)         By-Laws of Case Equipment Corporation as amended and restated
                 on June 15, 1994 (Exhibit 3(b) to Amendment No. 4 to
                 Registration Statement No. 33-78148). *

    5            Opinion and consent of Kevin J. Hallagan, Associate General
                 Counsel and Assistant Secretary of Case Corporation.

    23(a)        Consent of Arthur Andersen LLP.

    23(b)        The consent of Kevin J. Hallagan is contained in the opinion 
                 filed as Exhibit 5 to the Registration Statement.

    24           Powers of Attorney.

____________________

* Exhibit incorporated by reference.
[{"type": "S-8", "sequence": "1", "description": "FROM S-8", "secsgml_size_bytes": 9449}]
{"company-data": {"conformed-name": "CASE CORP", "cik": "0000922321", "assigned-sic": "3523", "irs-number": "760433811", "state-of-incorporation": "DE", "fiscal-year-end": "1231"}, "filing-values": {"form-type": "S-8", "act": "33", "file-number": "333-04965", "film-number": "96575700"}, "business-address": {"street1": "700 STATE ST", "city": "RACINE", "state": "WI", "zip": "53404", "phone": "4146366011"}, "mail-address": {"street1": "700 STATE STREET", "city": "RACINE", "state": "WI", "zip": "53404"}, "former-company": {"former-conformed-name": "CASE EQUIPMENT CORP", "date-changed": "19940426"}}
As filed with the Securities and Exchange Commission on May 31, 1996

                                                      Registration No. 333-
================================================================================

                       SECURITIES AND EXCHANGE COMMISSION
                            Washington, D.C.  20549

                             ---------------------

                                    FORM S-8
                             REGISTRATION STATEMENT
                                     Under
                           THE SECURITIES ACT OF 1933

                             ---------------------

                                Case Corporation
               (Exact name of issuer as specified in its charter)

      Issuer: Delaware                             Issuer:  76-0433811
(State or other jurisdiction of             (I.R.S. Employer Identification No.)
incorporation or organization)

                   700 State Street, Racine, Wisconsin 53404
                    (Address of Principal Executive Offices)

                 Case Corporation Employee Stock Purchase Plan
                            (Full title of the Plan)

                               RICHARD S. BRENNAN
                         General Counsel and Secretary
                                Case Corporation
                                700 State Street
                            Racine, Wisconsin  53404
                    (Name and address of agent for service)

                           Telephone: (414) 636-6011
         (Telephone number, including area code, of agent for service)

                        CALCULATION OF REGISTRATION FEE
===============================================================================
                                          Proposed    Proposed
                                           maximum     maximum
 Title of securities     Amount to be     offering    aggregate    Amount of
  to be registered        registered      price per   offering    Registration
                                           share*      price*         fee
- -------------------------------------------------------------------------------
Common Stock of
 Case Corporation,
 par value $0.01 per
 share                 1,000,000  shares     $50.75  $50,750,000       $17,500
 
===============================================================================
* Estimated solely for the purpose of calculating the registration fee in
  accordance with Rule 457 and is based upon the average of the high and low
  prices of the Common Stock as quoted for May 29, 1996 in The Wall Street
  Journal.
- -------------------------------------------------------------------------------
PART II

               INFORMATION REQUIRED IN THE REGISTRATION STATEMENT

 Item 3.  Incorporation of Documents by Reference.

    Case Corporation ("Case" or the "Company") is registering securities of the
 same class as other securities for which a registration statement filed on Form
 S-8 relating to the Case Corporation Employee Stock Purchase Plan is effective
 and the contents of that registration statement (File No. 33-83862) are
 incorporated in this registration statement by reference.

 Item 4.  Description of Securities.

    Not applicable.

 Item 5.  Interests of Named Experts and Counsel.

    The legality of the Common Stock to which this Registration Statement
 applies has been passed upon by Kevin J. Hallagan, the Associate General
 Counsel and Assistant Secretary of Case Corporation.  Case Corporation has been
 advised by Kevin J. Hallagan that at May 15, 1996, he owned 1,156 shares of
 Case Common Stock and options to purchase 15,000 shares of Case Common Stock.

 Item 6.  Indemnification of Directors and Officers.

    The contents of the registration statement previously filed for the Case
 Corporation Employee Stock Purchase Plan (File No. 33-83862) are incorporated
 in this registration statement by reference.

 Item 7.  Exemption from Registration Claimed.

    Not applicable.

 Item 8.  Exhibits.

    Please refer to the Index to Exhibits attached hereto.

 Item 9.  Undertakings.

    The contents of the registration statement previously filed for the Case
 Corporation Employee Stock Purchase Plan (File No. 33-83862) are incorporated
 in this registration statement by reference.
SIGNATURES

    Pursuant to the requirements of the Securities Act of 1933, the registrant
certifies that it has reasonable grounds to believe that it meets all of the
requirements for filing on Form S-8 and has duly caused this registration
statement or amendment to be signed on its behalf by the undersigned, thereunto
duly authorized, in the City of Racine, State of Wisconsin, on May 31, 1996.

                                CASE CORPORATION

                                By: /s/ THEODORE R. FRENCH
                                    ----------------------------------
                                           Theodore R. French
                                         Senior Vice President and
                                          Chief Financial Officer

    Pursuant to the requirements of the Securities Act of 1933, this 
registration statement or amendment has been signed by the following persons in
the capacities and on the dates indicated.
Signature                         Title                   Date
- -------------------------------  ------------------------------  ------------
/s/ JEAN-PIERRE ROSSO*          Chairman, President, Chief      May 31, 1996
- -------------------------------  Executive Officer and
Jean-Pierre Rosso                Director (Principal Executive
                                 Officer)

 
                                 Chief Financial Officer
                                 (Principal Financial and
/s/ THEODORE R. FRENCH           Senior Vice President and       May 31, 1996
- -------------------------------  Chief Financial Officer
Theodore R. French               (Principal Financial and
                                 Accounting Officer)  

 
/s/ MARK ANDREWS*                Director                        May 31, 1996
- -------------------------------
Mark Andrews
 

/s/ JEFFERY T. GRADE*            Director                        May 31, 1996
- -------------------------------
Jeffery T. Grade
 

/s/ KATHERINE M. HUDSON*         Director                        May 31, 1996
- -------------------------------
Katherine M. Hudson
 

/s/ DANA G. MEAD*                Director                        May 31, 1996
- -------------------------------
Dana G. Mead
 

/s/ GERALD ROSENFELD*            Director                        May 31, 1996
- -------------------------------
Gerald Rosenfeld
 

/s/ THEODORE TETZLAFF*           Director                        May 31, 1996
- -------------------------------
Theodore R. Tetzlaff

/s/ THOMAS N. URBAN*             Director                        May 31, 1996
- -------------------------------
Thomas N. Urban
 
 
*By:/s/ KEVIN J. HALLAGAN
    Kevin J. Hallagan
    Attorney-in-fact
Registration No. 333-
================================================================================

                       SECURITIES AND EXCHANGE COMMISSION
                            Washington, D.C.  20549

                                --------------

                                    Exhibits

                                       to

                                    FORM S-8

                             REGISTRATION STATEMENT

                                     Under

                           THE SECURITIES ACT OF 1933

                                --------------

                                CASE CORPORATION

================================================================================
INDEX TO EXHIBITS

    Exhibit
    Number                           Description of Exhibits
    ------                           -----------------------

    4(a)(1)      Certificate of Incorporation of Case Equipment Corporation
                 (Exhibit 3(a)(1) to Amendment No. 4 to Registration Statement
                 No. 33-78148). *
                 
    4(a)(2)      Certificate of Amendment to Certificate of Incorporation Case
                 Equipment Corporation (Exhibit 3(a)(4) to Registration
                 Statement No. 33-82158). *

    4(b)         By-Laws of Case Equipment Corporation as amended and restated
                 on June 15, 1994 (Exhibit 3(b) to Amendment No. 4 to
                 Registration Statement No. 33-78148). *

    5            Opinion and consent of Kevin J. Hallagan, Associate General
                 Counsel and Assistant Secretary of Case Corporation.

    23(a)        Consent of Arthur Andersen LLP.

    23(b)        The consent of Kevin J. Hallagan is contained in the opinion 
                 filed as Exhibit 5 to the Registration Statement.

    24           Powers of Attorney.

____________________

* Exhibit incorporated by reference.