As filed with the Securities and Exchange Commission on  February 14, 1996
                                           Registration No. 33-

                      SECURITIES AND EXCHANGE COMMISSION
                            Washington, D.C.  20549
                              __________________

                                   FORM S-8

                            REGISTRATION STATEMENT
                                     UNDER
                          THE SECURITIES ACT OF 1933
                              __________________

                               TEREX CORPORATION
            (Exact name of registrant as specified in its charter)

                 Delaware                          34-1531521
     (State or other jurisdiction of            (I.R.S. employer
      incorporation or organization)          identification no.)

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

                       Terex Corporation and Affiliates'
                        401(k) Retirement Savings Plan
                           (Full title of the plan)
                           _________________________

                              Marvin B. Rosenberg
                      Senior Vice President and Secretary
                               Terex Corporation
                              500 Post Road East
                         Westport, Connecticut  06880
           (Name, address, including zip code, of agent for service)

                                (203) 222-7008
                    (Telephone number, including area code,
                             of agent for service)
                           _________________________

                                  Copies to:

                            Stuart A. Gordon, Esq.
                              Eric I Cohen, Esq.
                Robinson Silverman Pearce Aronsohn & Berman LLP
                          1290 Avenue of the Americas
                           New York, New York  10104

                        CALCULATION OF REGISTRATION FEE



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

Common Stock,
par value $.01         400,000         $ 5.25       $2,100,000       $724.14


(1)  Estimated solely for purposes of calculating the registration fee. 
Pursuant to Rules 457(c) and 457(h), the offering price and registration fee is
computed on the basis of the average of the high and low prices reported on the
New York Stock Exchange on February 13, 1996.

(2)  In addition, pursuant to Rule 416(c) under the Securities Act of 1933, as
amended (the "Securities Act"), this Registration Statement also covers an
indeterminate amount of interests in the Plan to be offered or sold pursuant to
the Plan, such interests constituting separate securities required to be
Registered under the Securities Act and not requiring a separate registration
fee.


                                    PART I

             INFORMATION REQUIRED IN THE SECTION 10(a) PROSPECTUS

Items 1 and 2. Plan Information; Registrant Information and Retirement Savings
               Plan Annual Information.

          The document(s) containing the information specified in the
instructions to Part I of Form S-8 will be sent or given to participants in the
Terex Corporation and Affiliates 401(k) Retirement Savings Plan (the "Plan") as
specified by Rule 428(b)(1) of the Securities Act of 1933, as amended (the
"Securities Act").

                                    PART II

              INFORMATION REQUIRED IN THE REGISTRATION STATEMENT

Item 3.        Incorporation of Documents by Reference.

               The following documents filed by the Company with the Securities
and Exchange Commission (the "Commission") are incorporated in this
Registration Statement by reference:

               1.   The Company's Annual Report on Form 10-K for the year ended
December 31, 1994, filed with the Commission on March 31, 1995.

               2.   The Company's Quarterly Reports on Form 10-Q for fiscal
quarter ended March 31, 1995, filed with the Commission on May 15, 1995. 

               3.   The Company's Quarterly Report on Form 10-Q for fiscal
quarter ended June 30, 1995, filed with the Commission on August 15, 1995.

               4.   The Company's Quarterly Report on Form 10-Q for fiscal
quarter ended September 30, 1995, filed with the Commission on November 14,
1995.

               5.   The Company's Current Report on Form 8-K, filed with the
Commission on May 24, 1995.

               6.   The Company's Form 8K/A Amendment No. 1, filed with the
Commission on July 24, 1995.

               7.   The description of the common stock of Terex Corporation
contained in Item 1 of the registrant's Registration Statement on Form 8-A,
filed with the Commission on February 22, 1991.

               8.   All documents filed subsequent to the filing date of this
Registration Statement with the Commission by the Company or the Plan pursuant
to Section 13(a), 13(c) 14 or 15(d) of the Exchange Act, prior to the filing of
a post-effective amendment which indicates that all securities offered have
been sold or which deregisters all securities then remaining unsold, shall be
deemed to be incorporated by reference in the Registration Statement and to be
part thereof from the date of filing of such documents.  Any statement
contained in a document incorporated or deemed to be incorporated herein by
reference shall be deemed to be modified or superseded for purposes of this
Registration Statement to the extent that a statement contained herein or in
any subsequently filed document which also is, or is deemed to be incorporated
by reference herein modifies or supersedes such prior statement.  Any statement
so modified or superseded shall not be deemed, except as so modified or
superseded, to constitute a part of this Registration Statement, except as
indicated herein.

Item 4.        Description of Securities.

               Not applicable.

Item 5.        Interests of Named Experts and Counsel.

               Not applicable.

Item 6.        Indemnification of Directors and Officers.

               Section 145 of the Delaware General Corporation Law ("DGCL") and
Article IX of the Company's By-Laws provide for the indemnification of the
Company's directors and officers in a variety of circumstances, which may
include liabilities under the Securities Act.

               Article IX of the Company's By-Laws generally requires the
Company to indemnify its directors and officers against all liabilities
(including judgments, settlements, fines and penalties) and reasonable expenses
incurred in connection with the investigation, defense, settlement or appeal of
any type of action, whether instituted by a third party or a stockholder
(either directly or derivatively) and including specifically, but without
limitation, actions brought under the Securities Act, and/or the Securities
Exchange Act of 1934, as amended (the "Exchange Act"); provided that no such
indemnification will be allowed if such director or officer was not successful
in defending against any such action and it is determined that the director or
officer engaged in misconduct which constitutes (i) a breach of his or her
"duty of loyalty" (as further defined therein) to the Company or its
stockholders; (ii) acts or omissions not in "good faith" (as further defined
therein) or which involve intentional misconduct or a knowing violation of the
law; (iii) the payment of an illegal dividend or the authorization of an
unlawful stock repurchase or redemption in violation of Section 174 of the DGCL
law; or (iv) a transaction from which the director or officer derived an
improper direct personal financial profit.

               The Company's Certificate of Incorporation, as amended, contains
a provision which eliminates the personal liability of a director to the
Company and its stockholders for certain breaches of his fiduciary duty of care
as a director.  This provision does not, however, eliminate or limit the
personal liability of a director (i) for any breach of such director's "duty of
loyalty" (as defined therein) to the Company or its stockholders, (ii) for acts
or omissions not in "good faith" (as defined therein) or which involve
intentional misconduct or a knowing violation of the law, (iii) under Section
174 of the DGCL, relating in general to the willful or negligent payment of an
illegal dividend or the authorization of an unlawful stock purchase or
redemption, or (iv) for any transaction from which the director derived an
improper personal profit.  This provision of the Certificate of Incorporation
offers each director protection against awards of monetary damages resulting
from negligent (except as indicated above) and "grossly" negligent actions
taken in the performance of his duty of care, including grossly negligent
business decisions made in connection with takeover proposals for the Company. 
As a result of this provision, the ability of the Company or a stockholder
thereof to successfully prosecute an action against a director for a breach of
his duty of care has been limited.  However, the provision does not affect the
availability of equitable remedies such as an injunction or rescission based
upon a director's breach of his duty of care.  The Commission has taken the
position that the provision will have no effect on claims arising under the
Federal securities laws.

               The Company maintains a directors' and officers' insurance
policy which insures the officers and directors of the Company from any claim
arising out of an alleged wrongful act by such persons in their respective
capacities as officers and directors of the Company.

Item 7.        Exemption from Registration Claimed.

               Not Applicable.

Item 8.        Exhibits.

4.1       Restated Certificate of Incorporation of Terex Corporation
(incorporated by reference to Exhibit 3.1 to the Form S-1 Registration
Statement of Terex Corporation, Registration No. 33-52297).

 4.2      Restated By-Laws of Terex Corporation (incorporated by reference to
Exhibit 3.2 to the Form S-1 Registration Statement of Terex Corporation,
Registration No. 33-52297).

 4.3      Certificate of Designation of Preferences and Rights of Series B
Cumulative Redeemable Convertible Preferred Stock of Terex Corporation
(incorporated by reference to Exhibit 3.3 to the Form 10-K for the year ended
December 31, 1994 of Terex Corporation, Commission File No. 1-10702).

 5.1      Internal Revenue Service determination letter that the Plan is
qualified under Section 401(k) of the Internal Revenue Code.

 5.2      Opinion of Robinson Silverman Pearce Aronsohn & Berman LLP as to the
legality of secuirities being registered.

10.1      Terex Corporation and Affiliates' 401(k) Retirement Savings Plan, as
amended.

23.1      Independent Accountants' Consent of Price Waterhouse LLP.

23.2      Consent of Independent Auditors - Ernst & Young LLP.

24.1      Power of Attorney (included on signature page of this Registration
Statement).

Item 9.        Undertakings.

     1    The undersigned registrant hereby undertakes:

          a.   To file, during any period in which offers or sales are being
made, a post-effective amendment to this Registration Statement:

               (1)  To include any prospectus required by Section 10(a)(3) of
                    the Securities Act;

               (2)  To reflect in the prospectus any facts or events arising
                    after the effective date of this Registration Statement (or
                    the most recent post-effective amendment hereof) which,
                    individually or in the aggregate, represent a fundamental
                    change in the information set forth in this Registration
                    Statement; and

               (3)  To include any material information with respect to the 
                    plan of distribution not previously disclosed in this
                    Registration Statement or any material change to such
                    information in this Registration Statement;

provided, however, that paragraphs (1)(a)(i) and (1)(a)(ii) will not apply if
the information required to be included in a post-effective amendment by those
paragraphs is contained in periodic reports filed by the registrant pursuant to
Section 13 or Section 15(d) of the Exchange Act that are incorporated by
reference in the Registration Statement.

          b.   That, for the purpose of determining any liability under the
Securities Act, each such post-effective amendment shall be deemed to be a new
registration statement relating to the securities offered therein, and the
offering of such securities at that time shall be deemed to be the initial bona
fide offering thereof.

          c.   To remove from registration by means of a post-effective
amendment any of the securities being registered which remain unsold at the
termination of the offering.

     2.   The undersigned registrant hereby undertakes that, for purposes of
determining any liability under the Securities Act, each filing of the
registrant's annual report pursuant to Section 13(a) or 15(d) of the Exchange
Act that is incorporated by reference in this Registration Statement shall be
deemed to be a new registration statement relating to the securities offered
therein, and the offering of such securities at that time shall be deemed to be
the initial bona fide offering thereof.

     3.   Insofar as indemnification for liabilities arising under the
Securities Act may be permitted to directors, officers and controlling persons
of the registrant pursuant to the foregoing provisions, or otherwise, the
registrant has been advised that in the opinion of the Commission such
indemnification is against public policy as expressed in the Securities Act and
is, therefore, unenforceable.  In the event that a claim for indemnification
against such liabilities (other than the payment by the registrant of expenses
incurred or paid by a director, officer or controlling person of the registrant
in the successful defense of any action, suit or proceeding) is asserted by
such director, officer or controlling person in connection with the securities
being registered, the registrant will, unless in the opinion of its counsel the
matter has been settled by controlling precedent, submit to a court of
appropriate jurisdiction the question whether such indemnification by it is
against public policy as expressed in the Securities Act and will be governed
by the final adjudication of such issue.



                                  SIGNATURES

          Pursuant to the requirements of the Securities Act of 1933, as
amended, the registrant has duly caused this Registration Statement to be
signed on its behalf by the undersigned, thereunto duly authorized, in
Westport, Connecticut, on the 14th day of February, 1996.

                                   TEREX CORPORATION

                              By:       /s/  Ronald M. DeFeo
                              Name:     Ronald M. DeFeo
                              Title:    President, Chief Executive Officer
                                        and Chief Operating Officer

          Pursuant to the requirements of the Securities Act of 1933, as
amended, the Plan administrator has duly caused this Registration Statement to
be signed on its behalf by the undersigned, thereunto duly authorized, in
Westport, Connecticut on the 14th day of February, 1996.

                                   TEREX CORPORATION AND
                                   AFFILIATES' 401(K) RETIREMENT
                                   SAVINGS PLAN


                                   By:  ADMINISTRATIVE COMMITTEE OF 
                                      THE TEREX CORPORATION AND
                                      AFFILIATES' 401(K) RETIREMENT
                                      SAVINGS PLAN, as Plan
                                      Administrator



                                      By:    /s/ Ronald M. DeFeo
                                      Name:  Ronald M. DeFeo
                                      Title:   President, Chief Executive
                                             Officer and Chief Operating
                                             Officer
                                   

                               POWER OF ATTORNEY

     KNOW ALL MEN BY THESE PRESENTS, that each individual whose signature
appears below hereby constitutes and appoints Ronald M. DeFeo and Marvin B.
Rosenberg, or either of them, as his true and lawful attorneys-in-fact and
agents with full power of substitution and resubstitution, for him and in his
name, place and stead, in any and all capacities, to sign any and all
amendments (including, without limitation, post-effective amendments) to this
Registration Statement, and to file the same with all exhibits thereto, and all
documents in connection therewith, with the Securities and Exchange Commission,
granting said attorney-in-fact and agent, and each of them, full power and
authority to do and perform each and every act and thing requisite and
necessary to be done, as fully to all intents and purposes as he might or could
do in person, hereby ratifying and confirming all that said attorneys-in-fact
and agents, or any of them, or their or his substitute or substitutes, may
lawfully do or cause to be done by virtue hereof.


     Pursuant to the requirements of the Securities Act of 1933, as amended,
this Registration Statement has been signed by the following persons in the
capacities and on the dates indicated:


           Signature                     Title                     Date

      /s/ Ronald M. DeFeo              President,           February 14, 1996
        Ronald M. DeFeo         Chief Executive Officer,
                                Chief Operating Officer
                                      and Director
                             (Principal Executive Officer)

    /s/ Ralph T. Brandifino      Senior Vice President,     February 14, 1996
      Ralph T. Brandifino       Chief Financial Officer
                              (Principal Financial Officer
                                  and Acting Principal
                                  Accounting Officer)

    /s/ Marvin B. Rosenberg      Senior Vice President,     February 14, 1996
      Marvin B. Rosenberg           General Counsel,
                                 Secretary and Director

     /s/ G. Chris Andersen              Director            February 14, 1996
       G. Chris Andersen

      /s/ William H. Fike               Director            February 14, 1996
        William H. Fike

       /s/ Bruce I. Raben               Director            February 14, 1996
         Bruce I. Rabin

       /s/ David A. Sachs               Director            February 14, 1996
         David A. Sachs

        /s/ Adam E. Wolf                Director            February 14, 1996
          Adam E. Wolf



                                 EXHIBIT INDEX

Exhibit
   No.                        Description                       Page Number in
                                                            Signed Registration
                                                                  Statement
            
   4.1      Restated Certificate of Incorporation of Terex
            Corporation (incorporated by reference to 
            Exhibit 3.1 to the Form S-1 Registration 
            Statement of Terex Corporation, Registration 
            No. 33-52297).

   4.2      Restated By-Laws of Terex Corporation 
            (incorporated by reference to Exhibit 3.2 to 
            the Form S-1 Registration Statement of Terex 
            Corporation, Registration No. 33-52297).

   4.3      Certificate of Designation of Preferences and 
            Rights of Series B Cumulative Redeemable 
            Convertible Preferred Stock of Terex Corporation 
            (incorporated by reference to Exhibit 3.3 to 
            the Form 10-K for the year ended December 31, 
            1994 of Terex Corporation, Commission File 
            No. 1-10702).

   5.1      Internal Revenue Service determination letter 
            that the Plan is qualified under Section 401(k) 
            of the Internal Revenue Code.

   5.2      Opinion of Robinson Silverman Pearce Aronsohn & 
            Berman LLP as to the legality of the securities 
            being registered.

  10.1      Terex Corporation and Affiliates' 401(k) Retirement 
            Savings Plan, as amended.

  23.1      Independent Accountants' Consent of Price 
            Waterhouse LLP.

  23.2      Consent of Independent Auditors - Ernst & Young LLP.

  24.1      Power of Attorney (included on signature page of 
            this Registration Statement).
[{"type": "S-8", "sequence": "1", "secsgml_size_bytes": 21401}]
{"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-8", "act": "33", "file-number": "333-00949", "film-number": "96521057"}, "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 14, 1996
                                           Registration No. 33-

                      SECURITIES AND EXCHANGE COMMISSION
                            Washington, D.C.  20549
                              __________________

                                   FORM S-8

                            REGISTRATION STATEMENT
                                     UNDER
                          THE SECURITIES ACT OF 1933
                              __________________

                               TEREX CORPORATION
            (Exact name of registrant as specified in its charter)

                 Delaware                          34-1531521
     (State or other jurisdiction of            (I.R.S. employer
      incorporation or organization)          identification no.)

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

                       Terex Corporation and Affiliates'
                        401(k) Retirement Savings Plan
                           (Full title of the plan)
                           _________________________

                              Marvin B. Rosenberg
                      Senior Vice President and Secretary
                               Terex Corporation
                              500 Post Road East
                         Westport, Connecticut  06880
           (Name, address, including zip code, of agent for service)

                                (203) 222-7008
                    (Telephone number, including area code,
                             of agent for service)
                           _________________________

                                  Copies to:

                            Stuart A. Gordon, Esq.
                              Eric I Cohen, Esq.
                Robinson Silverman Pearce Aronsohn & Berman LLP
                          1290 Avenue of the Americas
                           New York, New York  10104

                        CALCULATION OF REGISTRATION FEE

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

Common Stock,
par value $.01         400,000         $ 5.25       $2,100,000       $724.14

(1)  Estimated solely for purposes of calculating the registration fee. 
Pursuant to Rules 457(c) and 457(h), the offering price and registration fee is
computed on the basis of the average of the high and low prices reported on the
New York Stock Exchange on February 13, 1996.

(2)  In addition, pursuant to Rule 416(c) under the Securities Act of 1933, as
amended (the "Securities Act"), this Registration Statement also covers an
indeterminate amount of interests in the Plan to be offered or sold pursuant to
the Plan, such interests constituting separate securities required to be
Registered under the Securities Act and not requiring a separate registration
fee.

                                    PART I

             INFORMATION REQUIRED IN THE SECTION 10(a) PROSPECTUS

Items 1 and 2. Plan Information; Registrant Information and Retirement Savings
               Plan Annual Information.

          The document(s) containing the information specified in the
instructions to Part I of Form S-8 will be sent or given to participants in the
Terex Corporation and Affiliates 401(k) Retirement Savings Plan (the "Plan") as
specified by Rule 428(b)(1) of the Securities Act of 1933, as amended (the
"Securities Act").

                                    PART II

              INFORMATION REQUIRED IN THE REGISTRATION STATEMENT

Item 3.        Incorporation of Documents by Reference.

               The following documents filed by the Company with the Securities
and Exchange Commission (the "Commission") are incorporated in this
Registration Statement by reference:

               1.   The Company's Annual Report on Form 10-K for the year ended
December 31, 1994, filed with the Commission on March 31, 1995.

               2.   The Company's Quarterly Reports on Form 10-Q for fiscal
quarter ended March 31, 1995, filed with the Commission on May 15, 1995. 

               3.   The Company's Quarterly Report on Form 10-Q for fiscal
quarter ended June 30, 1995, filed with the Commission on August 15, 1995.

               4.   The Company's Quarterly Report on Form 10-Q for fiscal
quarter ended September 30, 1995, filed with the Commission on November 14,
1995.

               5.   The Company's Current Report on Form 8-K, filed with the
Commission on May 24, 1995.

               6.   The Company's Form 8K/A Amendment No. 1, filed with the
Commission on July 24, 1995.

               7.   The description of the common stock of Terex Corporation
contained in Item 1 of the registrant's Registration Statement on Form 8-A,
filed with the Commission on February 22, 1991.

               8.   All documents filed subsequent to the filing date of this
Registration Statement with the Commission by the Company or the Plan pursuant
to Section 13(a), 13(c) 14 or 15(d) of the Exchange Act, prior to the filing of
a post-effective amendment which indicates that all securities offered have
been sold or which deregisters all securities then remaining unsold, shall be
deemed to be incorporated by reference in the Registration Statement and to be
part thereof from the date of filing of such documents.  Any statement
contained in a document incorporated or deemed to be incorporated herein by
reference shall be deemed to be modified or superseded for purposes of this
Registration Statement to the extent that a statement contained herein or in
any subsequently filed document which also is, or is deemed to be incorporated
by reference herein modifies or supersedes such prior statement.  Any statement
so modified or superseded shall not be deemed, except as so modified or
superseded, to constitute a part of this Registration Statement, except as
indicated herein.

Item 4.        Description of Securities.

               Not applicable.

Item 5.        Interests of Named Experts and Counsel.

               Not applicable.

Item 6.        Indemnification of Directors and Officers.

               Section 145 of the Delaware General Corporation Law ("DGCL") and
Article IX of the Company's By-Laws provide for the indemnification of the
Company's directors and officers in a variety of circumstances, which may
include liabilities under the Securities Act.

               Article IX of the Company's By-Laws generally requires the
Company to indemnify its directors and officers against all liabilities
(including judgments, settlements, fines and penalties) and reasonable expenses
incurred in connection with the investigation, defense, settlement or appeal of
any type of action, whether instituted by a third party or a stockholder
(either directly or derivatively) and including specifically, but without
limitation, actions brought under the Securities Act, and/or the Securities
Exchange Act of 1934, as amended (the "Exchange Act"); provided that no such
indemnification will be allowed if such director or officer was not successful
in defending against any such action and it is determined that the director or
officer engaged in misconduct which constitutes (i) a breach of his or her
"duty of loyalty" (as further defined therein) to the Company or its
stockholders; (ii) acts or omissions not in "good faith" (as further defined
therein) or which involve intentional misconduct or a knowing violation of the
law; (iii) the payment of an illegal dividend or the authorization of an
unlawful stock repurchase or redemption in violation of Section 174 of the DGCL
law; or (iv) a transaction from which the director or officer derived an
improper direct personal financial profit.

               The Company's Certificate of Incorporation, as amended, contains
a provision which eliminates the personal liability of a director to the
Company and its stockholders for certain breaches of his fiduciary duty of care
as a director.  This provision does not, however, eliminate or limit the
personal liability of a director (i) for any breach of such director's "duty of
loyalty" (as defined therein) to the Company or its stockholders, (ii) for acts
or omissions not in "good faith" (as defined therein) or which involve
intentional misconduct or a knowing violation of the law, (iii) under Section
174 of the DGCL, relating in general to the willful or negligent payment of an
illegal dividend or the authorization of an unlawful stock purchase or
redemption, or (iv) for any transaction from which the director derived an
improper personal profit.  This provision of the Certificate of Incorporation
offers each director protection against awards of monetary damages resulting
from negligent (except as indicated above) and "grossly" negligent actions
taken in the performance of his duty of care, including grossly negligent
business decisions made in connection with takeover proposals for the Company. 
As a result of this provision, the ability of the Company or a stockholder
thereof to successfully prosecute an action against a director for a breach of
his duty of care has been limited.  However, the provision does not affect the
availability of equitable remedies such as an injunction or rescission based
upon a director's breach of his duty of care.  The Commission has taken the
position that the provision will have no effect on claims arising under the
Federal securities laws.

               The Company maintains a directors' and officers' insurance
policy which insures the officers and directors of the Company from any claim
arising out of an alleged wrongful act by such persons in their respective
capacities as officers and directors of the Company.

Item 7.        Exemption from Registration Claimed.

               Not Applicable.

Item 8.        Exhibits.

4.1       Restated Certificate of Incorporation of Terex Corporation
(incorporated by reference to Exhibit 3.1 to the Form S-1 Registration
Statement of Terex Corporation, Registration No. 33-52297).

 4.2      Restated By-Laws of Terex Corporation (incorporated by reference to
Exhibit 3.2 to the Form S-1 Registration Statement of Terex Corporation,
Registration No. 33-52297).

 4.3      Certificate of Designation of Preferences and Rights of Series B
Cumulative Redeemable Convertible Preferred Stock of Terex Corporation
(incorporated by reference to Exhibit 3.3 to the Form 10-K for the year ended
December 31, 1994 of Terex Corporation, Commission File No. 1-10702).

 5.1      Internal Revenue Service determination letter that the Plan is
qualified under Section 401(k) of the Internal Revenue Code.

 5.2      Opinion of Robinson Silverman Pearce Aronsohn & Berman LLP as to the
legality of secuirities being registered.

10.1      Terex Corporation and Affiliates' 401(k) Retirement Savings Plan, as
amended.

23.1      Independent Accountants' Consent of Price Waterhouse LLP.

23.2      Consent of Independent Auditors - Ernst & Young LLP.

24.1      Power of Attorney (included on signature page of this Registration
Statement).

Item 9.        Undertakings.

     1    The undersigned registrant hereby undertakes:

          a.   To file, during any period in which offers or sales are being
made, a post-effective amendment to this Registration Statement:

               (1)  To include any prospectus required by Section 10(a)(3) of
                    the Securities Act;

               (2)  To reflect in the prospectus any facts or events arising
                    after the effective date of this Registration Statement (or
                    the most recent post-effective amendment hereof) which,
                    individually or in the aggregate, represent a fundamental
                    change in the information set forth in this Registration
                    Statement; and

               (3)  To include any material information with respect to the 
                    plan of distribution not previously disclosed in this
                    Registration Statement or any material change to such
                    information in this Registration Statement;

provided, however, that paragraphs (1)(a)(i) and (1)(a)(ii) will not apply if
the information required to be included in a post-effective amendment by those
paragraphs is contained in periodic reports filed by the registrant pursuant to
Section 13 or Section 15(d) of the Exchange Act that are incorporated by
reference in the Registration Statement.

          b.   That, for the purpose of determining any liability under the
Securities Act, each such post-effective amendment shall be deemed to be a new
registration statement relating to the securities offered therein, and the
offering of such securities at that time shall be deemed to be the initial bona
fide offering thereof.

          c.   To remove from registration by means of a post-effective
amendment any of the securities being registered which remain unsold at the
termination of the offering.

     2.   The undersigned registrant hereby undertakes that, for purposes of
determining any liability under the Securities Act, each filing of the
registrant's annual report pursuant to Section 13(a) or 15(d) of the Exchange
Act that is incorporated by reference in this Registration Statement shall be
deemed to be a new registration statement relating to the securities offered
therein, and the offering of such securities at that time shall be deemed to be
the initial bona fide offering thereof.

     3.   Insofar as indemnification for liabilities arising under the
Securities Act may be permitted to directors, officers and controlling persons
of the registrant pursuant to the foregoing provisions, or otherwise, the
registrant has been advised that in the opinion of the Commission such
indemnification is against public policy as expressed in the Securities Act and
is, therefore, unenforceable.  In the event that a claim for indemnification
against such liabilities (other than the payment by the registrant of expenses
incurred or paid by a director, officer or controlling person of the registrant
in the successful defense of any action, suit or proceeding) is asserted by
such director, officer or controlling person in connection with the securities
being registered, the registrant will, unless in the opinion of its counsel the
matter has been settled by controlling precedent, submit to a court of
appropriate jurisdiction the question whether such indemnification by it is
against public policy as expressed in the Securities Act and will be governed
by the final adjudication of such issue.

                                  SIGNATURES

          Pursuant to the requirements of the Securities Act of 1933, as
amended, the registrant has duly caused this Registration Statement to be
signed on its behalf by the undersigned, thereunto duly authorized, in
Westport, Connecticut, on the 14th day of February, 1996.

                                   TEREX CORPORATION

                              By:       /s/  Ronald M. DeFeo
                              Name:     Ronald M. DeFeo
                              Title:    President, Chief Executive Officer
                                        and Chief Operating Officer

          Pursuant to the requirements of the Securities Act of 1933, as
amended, the Plan administrator has duly caused this Registration Statement to
be signed on its behalf by the undersigned, thereunto duly authorized, in
Westport, Connecticut on the 14th day of February, 1996.

                                   TEREX CORPORATION AND
                                   AFFILIATES' 401(K) RETIREMENT
                                   SAVINGS PLAN

                                   By:  ADMINISTRATIVE COMMITTEE OF 
                                      THE TEREX CORPORATION AND
                                      AFFILIATES' 401(K) RETIREMENT
                                      SAVINGS PLAN, as Plan
                                      Administrator

                                      By:    /s/ Ronald M. DeFeo
                                      Name:  Ronald M. DeFeo
                                      Title:   President, Chief Executive
                                             Officer and Chief Operating
                                             Officer
                                   

                               POWER OF ATTORNEY

     KNOW ALL MEN BY THESE PRESENTS, that each individual whose signature
appears below hereby constitutes and appoints Ronald M. DeFeo and Marvin B.
Rosenberg, or either of them, as his true and lawful attorneys-in-fact and
agents with full power of substitution and resubstitution, for him and in his
name, place and stead, in any and all capacities, to sign any and all
amendments (including, without limitation, post-effective amendments) to this
Registration Statement, and to file the same with all exhibits thereto, and all
documents in connection therewith, with the Securities and Exchange Commission,
granting said attorney-in-fact and agent, and each of them, full power and
authority to do and perform each and every act and thing requisite and
necessary to be done, as fully to all intents and purposes as he might or could
do in person, hereby ratifying and confirming all that said attorneys-in-fact
and agents, or any of them, or their or his substitute or substitutes, may
lawfully do or cause to be done by virtue hereof.

     Pursuant to the requirements of the Securities Act of 1933, as amended,
this Registration Statement has been signed by the following persons in the
capacities and on the dates indicated:

           Signature                     Title                     Date

      /s/ Ronald M. DeFeo              President,           February 14, 1996
        Ronald M. DeFeo         Chief Executive Officer,
                                Chief Operating Officer
                                      and Director
                             (Principal Executive Officer)

    /s/ Ralph T. Brandifino      Senior Vice President,     February 14, 1996
      Ralph T. Brandifino       Chief Financial Officer
                              (Principal Financial Officer
                                  and Acting Principal
                                  Accounting Officer)

    /s/ Marvin B. Rosenberg      Senior Vice President,     February 14, 1996
      Marvin B. Rosenberg           General Counsel,
                                 Secretary and Director

     /s/ G. Chris Andersen              Director            February 14, 1996
       G. Chris Andersen

      /s/ William H. Fike               Director            February 14, 1996
        William H. Fike

       /s/ Bruce I. Raben               Director            February 14, 1996
         Bruce I. Rabin

       /s/ David A. Sachs               Director            February 14, 1996
         David A. Sachs

        /s/ Adam E. Wolf                Director            February 14, 1996
          Adam E. Wolf

                                 EXHIBIT INDEX

Exhibit
   No.                        Description                       Page Number in
                                                            Signed Registration
                                                                  Statement
            
   4.1      Restated Certificate of Incorporation of Terex
            Corporation (incorporated by reference to 
            Exhibit 3.1 to the Form S-1 Registration 
            Statement of Terex Corporation, Registration 
            No. 33-52297).

   4.2      Restated By-Laws of Terex Corporation 
            (incorporated by reference to Exhibit 3.2 to 
            the Form S-1 Registration Statement of Terex 
            Corporation, Registration No. 33-52297).

   4.3      Certificate of Designation of Preferences and 
            Rights of Series B Cumulative Redeemable 
            Convertible Preferred Stock of Terex Corporation 
            (incorporated by reference to Exhibit 3.3 to 
            the Form 10-K for the year ended December 31, 
            1994 of Terex Corporation, Commission File 
            No. 1-10702).

   5.1      Internal Revenue Service determination letter 
            that the Plan is qualified under Section 401(k) 
            of the Internal Revenue Code.

   5.2      Opinion of Robinson Silverman Pearce Aronsohn & 
            Berman LLP as to the legality of the securities 
            being registered.

  10.1      Terex Corporation and Affiliates' 401(k) Retirement 
            Savings Plan, as amended.

  23.1      Independent Accountants' Consent of Price 
            Waterhouse LLP.

  23.2      Consent of Independent Auditors - Ernst & Young LLP.

  24.1      Power of Attorney (included on signature page of 
            this Registration Statement).