As filed with the Securities and Exchange Commission on October 3, 2001
                                                      Registration No. 333-
================================================================================

                       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) 222-7170
                   (Address, including zip code, and telephone
             number, including area code, of registrant's principal
                               executive offices)

                        CMI CORPORATION STOCK OPTION PLAN
                          CMI CORPORATION STOCK OPTION
                             STOCK OPTION AGREEMENT
                            (Full Title of the Plan)

                               Eric I Cohen, 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)



                         CALCULATION OF REGISTRATION FEE
<TABLE>
<CAPTION>

========================== =================== ===================== ===================== ====================
       Title of                                   Proposed Maximum     Proposed Maximum
    Securities to              Amount to be        Offering Price     Aggregate Offering        Amount of
    be Registered             Registered(1)         Per Share(2)           Price(3)          Registration Fee
-------------------------- ------------------- --------------------- --------------------- --------------------
<S>                                 <C>                 <C>                <C>                    <C>
Common Stock, par value           88,400              $22.142            $1,957,392             $489.35
$0.01 per share
========================== =================== ===================== ===================== ====================
</TABLE>

(1)      Represents the maximum number of shares of common stock, par value
         $0.01 per share ("Common Stock"), of Terex Corporation ("we", "us", the
         "Company" or the "Registrant") issuable upon exercise of options
         granted under the CMI Corporation Stock Option Plan, the CMI
         Corporation Stock Option and the Stock Option Agreement (together, the
         "CMI Stock Plans") and outstanding immediately prior to consummation of
         the merger (the "Merger") described in the Agreement and Plan of
         Merger, dated as of June 27, 2001, by and among CMI Corporation
         ("CMI"), the Company and a wholly-owned subsidiary of the Company (the
         "Merger Agreement"). The amount to be registered was calculated by
         multiplying the total number of options assumed by Terex by the



<PAGE>


         exchange ratio under the Merger Agreement (552,500 x 0.16). Pursuant to
         Rule 416(a) of the Securities Act of 1933, as amended, the number of
         shares being registered shall include an indeterminate number of
         additional shares of Terex's common stock that may become issuable as a
         result of any stock splits, stock dividends, or other similar
         transactions in accordance with the anti-dilution provisions of the CMI
         Stock Plans.

(2)      Estimated solely for the purpose of calculating the registration fee
         pursuant to Rule 457 of the Securities Act of 1933, as amended, on the
         basis of the weighted average exercise price per share of the
         outstanding options. As adjusted by the exchange ratio under the Merger
         Agreement, the 552,500 options granted under the CMI Stock Plans have
         the following exercise prices (rounded to the nearest thousandth):
         $12.109, $13.438, $17.188, $21.875, $25.781, $28.125 and $42.578, with
         a weighted average exercise price of $22.142.

(3)      The proposed maximum aggregate offering price was calculated by
         multiplying the number of shares subject to options exercisable at each
         of the seven exercise prices set forth in Note 2 above as adjusted by
         the exchange ratio under the Merger Agreement by the number of shares
         issuable at the respective exercise prices. The calculation is as
         follows: (3,200 options x $12.109) + (1,200 options x $13.438) +
         (40,000 options x $17.188) + (8,000 options x $21.875) + (8,000 options
         x $25.781) + (24,800 options x $28.125) + (3,200 options x $42.578) =
         $1,957,392 aggregate consideration payable for the exercise of all
         options.


                             INTRODUCTORY STATEMENT

     This  Registration  Statement  on Form S-8 is filed by the  Registrant  and
relates to 88,400 shares of Common Stock  issuable to employees and directors of
CMI,  whose  options to  purchase  shares of common  stock,  par value $0.10 per
share,  of CMI ("CMI Common") were converted into options to purchase  shares of
Common Stock.  Pursuant to the Merger  Agreement and in accordance with Oklahoma
law, CMI was merged with and into  Claudius  Acquisition  Corp.,  a wholly owned
subsidiary  of the  Registrant,  on  October 1, 2001,  and  options to  purchase
552,500  shares of CMI Common were assumed by the  Registrant and converted into
options to purchase 88,400 shares of Common Stock.

                                     PART I

                  INFORMATION REQUIRED IN THE 10(a) PROSPECTUS

     The documents  containing the information  specified in this Part I will be
sent or given to employees and  directors of CMI as specified by Rule  428(b)(1)
under the  Securities  Act of 1933,  as amended  (the  "Securities  Act").  Such
documents are not filed with the Securities and Exchange  Commission (the "SEC")
either as part of this  Registration  Statement or as prospectuses or prospectus
supplements  pursuant to Rule 424 under the Securities  Act. These documents and
the documents  incorporated by reference in this Registration Statement pursuant
to Item 3 of Part II of this Registration Statement, taken together,  constitute
a prospectus that meets the requirements of Section 10(a) of the Securities Act.

                                    PART II

               INFORMATION REQUIRED IN THE REGISTRATION STATEMENT

Item 3.       Incorporation of Documents by Reference

     The SEC allows us to  "incorporate  by reference"  the  information we file
with them,  which means that we can  disclose  important  information  to you by
referring  you  to  those   documents.   The  information   contained  in  those
incorporated documents are considered part of this Registration  Statement,  and
later information we file with the SEC will  automatically  update and supersede
this information.

                                       2
<PAGE>


     We incorporate  by reference the documents  listed below that we have filed
previously  with the SEC under the  Securities  Exchange Act of 1934, as amended
(the "Exchange Act"), and any future filings we make with the SEC under Sections
13(a),  13(c),  14 and  15(d)  of the  Exchange  Act  prior to the  filing  of a
post-effective amendment to this Registration Statement which indicates that all
of our Common Stock offered  hereby has been sold or which  registers all of the
Common Stock offered hereby that remains unsold:

     (a)  Our Annual Report on Form 10-K for the year ended December 31, 2000;

     (b)  Our  Quarterly  Report on Form 10-Q for the  quarter  ended  March 31,
          2001;

     (c)  Our Quarterly Report on Form 10-Q for the quarter ended June 30, 2001;

     (d)  Our Current  Report on Form 8-K dated March 14, 2001 (filed  March 15,
          2001);

     (e)  Our Current  Report on Form 8-K dated March 22, 2001 (filed  March 23,
          2001);

     (f)  Our  Current  Report on Form 8-K dated June 27,  2001  (filed June 28,
          2001);

     (g)  Our Current Report on Form 8-K dated October 1, 2001 (filed October 2,
          2001);

     (h)  Our Notice of Annual Meeting of Stockholders and Proxy Statement dated
          April 6, 2001; and

     (i)  The  description  of our Common Stock  contained  in our  Registration
          Statement on Form S-4, as amended dated August 24, 2001, including any
          amendment  or report  filed with the SEC for the  purpose of  updating
          such description.

You may request a copy of any of these filings, at no cost, by contacting us at
the following address:

                     Terex Corporation
                     500 Post Road East
                     Suite 320
                     Westport, CT 06880
                     Telephone (203) 222-7170

     Any  statement  contained  in a document  that is  incorporated,  or deemed
incorporated,  by reference in this Registration  Statement shall be modified or
superseded  for  purposes of this  Registration  Statement  to the extent that a
statement contained in this Registration Statement, or incorporated by reference
in this Registration  Statement or in any other subsequently filed document that
also is, or is deemed, incorporated by reference in this Registration Statement,
modifies or supersedes such  statement.  Any statement so modified or superseded
shall not be a part of this  Registration  Statement,  except as so  modified or
superseded.

Item 4.  Description of Securities

              Not applicable.

Item 5.  Interests of Named Experts and Counsel

     Eric I Cohen,  Esq.,  has rendered an opinion on the validity of the Common
Stock being registered under this Registration Statement.  Mr. Cohen is a senior
vice  president  and general  counsel of the  Company.  A copy of his opinion is
attached as Exhibit 5 to this Registration Statement.  Mr. Cohen holds shares of
Common Stock and options to acquire shares of Common Stock.

                                       3
<PAGE>


Item 6.  Indemnification of Directors and Officers

              Section 145 of the Delaware General Corporation Law ("DGCL") and
Article IX of the Company's Amended and Restated By-laws ("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 officers and directors against all liabilities (including
judgments, settlements, fines and penalties) and reasonable expenses incurred in
connection with the investigation, defense, settlement or appeal of certain
actions, whether instituted by a third party or a stockholder (either directly
or indirectly) and including specifically, but without limitation, actions
brought under the Securities Act and/or the Exchange Act; except that no such
indemnification will be permitted if such director or officer was not successful
in defending against any such action and it is determined that the director or
officer breached or failed to perform his or her duties to the Company, and such
breach or failure constitutes (i) a willful breach of his or her "duty of
loyalty", (ii) acts or omissions not in good faith or involving intentional
misconduct or a knowing violation of the law, (iii) a violation of Section 174
of the DGCL, relating to prohibited dividends or distributions or the repurchase
or redemption of stock or (iv) a transaction where such individual derived an
improper financial profit (unless it is deemed that such profit is immaterial in
light of all of the circumstances) (collectively, "Breach of Duty").
Notwithstanding the foregoing, subject to certain exceptions, the By-laws
provide that directors or officers initiating an action are not entitled to
indemnification.

              The By-laws also establish certain procedures by which (i) a
director or officer may request an advance on his or her reasonable expenses,
prior to the final disposition of an action, (ii) the Company may withhold an
indemnification payment from a director or officer, (iii) a director or officer
may be entitled to partial indemnification and (iv) a director or officer may
challenge the Company's denial to furnish him or her with requested
indemnification. Additionally, the By-laws provide that the adverse termination
of an action against an officer or director is not in and of itself sufficient
to create a presumption that a director or officer engaged in conduct
constituting a Breach of Duty.

              Finally, the Company's Restated Certificate of Incorporation, as
amended, contains a provision that eliminates the personal liability of a
director to the Company and its stockholders for certain breaches of his or her
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 further defined therein) to the Company or
its stockholders, (ii) for acts or omissions not in "good faith" (as further
defined therein) or which involve intentional misconduct or a knowing violation
of 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 repurchase or redemption, or (iv) for any transaction from which the
director derived an improper personal profit to the extent of such profit. This
provision of the Restated Certificate of Incorporation offers persons who serve
on the Board of Directors of the Company protection against awards of monetary
damages resulting from negligent (except as indicated above) and "grossly"
negligent actions taken in the performance of their 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. Although the
validity and scope of Section 145 of the DGCL has not been tested in court, the
SEC 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.

                                       4
<PAGE>


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 Number 33-52297).

     4.2  Certificate  of  Elimination  with  respect to the Series B  Preferred
          Stock  (incorporated  by reference to Exhibit 4.3 to the Form 10-K for
          the year ended December 31, 1998 of Terex Corporation, Commission File
          No. 1-10702).

     4.3  Certificate  of Amendment to  Certificate  of  Incorporation  of Terex
          Corporation  dated June 5, 1998  (incorporated by reference to Exhibit
          3.3 to the Form 10-K for the year  ended  December  31,  1998 of Terex
          Corporation, Commission File No. 1-10702).

     4.4  Amended and  Restated  Bylaws of Terex  Corporation  (incorporated  by
          reference to Exhibit 3.2 to the Form 10-K for the year ended  December
          31, 1998 of Terex Corporation, Commission File No. 1-10702).

     5.1  Opinion of Eric I Cohen,  Esq.,  as to the legality of the  securities
          being registered.

     23.1 Consent of PricewaterhouseCoopers LLP.

     23.2 Consent  of Eric I  Cohen,  Esq.  (included  in the  opinion  filed as
          Exhibit 5.1 hereto).

     24.  Powers of Attorney of certain officers and directors of the Registrant
          (included on the signature page of this Registration Statement).

Item 9.  Undertakings

     a.   The undersigned Registrant hereby undertakes:

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

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

               (ii) 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;

               (iii)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 (a)(1)(i) and (a)(1)(iii) do
               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


                                       5
<PAGE>


               or 15(d) of the Exchange Act that are  incorporated  by reference
               in this Registration Statement.

          (2)  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.

          (3)  To  remove  from   registration  by  means  of  a  post-effective
               amendment  any of the  securities  being  registered  that remain
               unsold at the termination of the offering.

     b.   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.

     c.   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 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.





                                       6
<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 to be signed on its behalf by the undersigned, thereunto duly
authorized, in Westport, Connecticut, on October 3, 2001.

                                        TEREX CORPORATION


                                        By:  /s/ Ronald M. DeFeo
                                             ----------------------------
                                             Ronald M. DeFeo
                                             Chairman of the Board, President
                                             and Chief Executive Officer





                                       7
<PAGE>



                                POWER OF ATTORNEY

              KNOW ALL MEN BY THESE PRESENTS, that each person whose signature
appears below hereby constitutes and appoints Ronald M. DeFeo or Eric I Cohen,
his true and lawful attorney-in-fact and agent, 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 post-effective amendments)
to this registration statement, and to file the same, with exhibits thereto, and
other documents in connection therewith, with the Securities and Exchange
Commission, granting unto said attorney-in-fact and agent 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 attorney-in-fact and agent
or either 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, this
Registration Statement has been signed below by the following persons in the
capacities and on the dates indicated:



/s/ Ronald M. DeFeo          Chairman, Chief Executive         October 3, 2001
-------------------
Ronald M. DeFeo              Officer and Director
                             (Principal Executive Officer)

/s/ Joseph F. Apuzzo         Chief Financial Officer           October 3, 2001
--------------------         (Principal Financial Officer)
Joseph F. Apuzzo

/s/ Kevin M. O'Reilly        Controller                        October 3, 2001
---------------------        (Principal Accounting Officer)
Kevin M. O'Reilly

/s/ G. Chris Andersen        Director                          October 3, 2001
---------------------
G. Chris Andersen

/s/ William H. Fike          Director                          October 3, 2001
---------------------
William H. Fike

/s/ Donald P. Jacobs         Director                          October 3, 2001
---------------------
Donald P. Jacobs

/s/ Don DeFosset             Director                          October 3, 2001
---------------------
Don DeFosset

/s/ Marvin B. Rosenberg      Director                          October 3, 2001
-----------------------
Marvin B. Rosenberg

/s/ David A. Sachs           Director                          October 3, 2001
-----------------------
David A. Sachs



                                       8
<PAGE>

                                  EXHIBIT INDEX

Exhibit Number   Description                                                Page
--------------   -----------                                                ----
    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 Number 33-52297).

    4.2          Certificate of Elimination with respect to the Series B
                 Preferred Stock (incorporated by reference to Exhibit
                 4.3 to the Form 10-K for the year ended December 31,

                 1998 of Terex Corporation, Commission File No. 1-10702).
    4.3          Certificate of Amendment to Certificate of Incorporation
                 of Terex Corporation dated June 5, 1998 (incorporated by
                 reference to Exhibit 3.3 to the Form 10-K for the year
                 ended December 31, 1998 of Terex Corporation, Commission
                 File No. 1-10702).

    4.4          Amended and Restated Bylaws of Terex Corporation
                 (incorporated by reference to Exhibit 3.2 to the Form
                 10-K for the year ended December 31, 1998 of Terex
                 Corporation, Commission File No. 1-10702).

    5.1          Opinion of Eric I Cohen, Esq., as to the legality of         10
                 the securities being registered.

    23.1         Consent of PricewaterhouseCoopers LLP.                       11

    23.2         Consent of Eric I Cohen, Esq. (included in the opinion
                 filed as Exhibit 5.1 hereto).

    24.          Powers of Attorney of certain officers and directors of
                 the Registrant (included on the signature page of this
                 Registration Statement).



                                       9
<PAGE>
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As filed with the Securities and Exchange Commission on October 3, 2001
                                                      Registration No. 333-
================================================================================

                       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) 222-7170
                   (Address, including zip code, and telephone
             number, including area code, of registrant's principal
                               executive offices)

                        CMI CORPORATION STOCK OPTION PLAN
                          CMI CORPORATION STOCK OPTION
                             STOCK OPTION AGREEMENT
                            (Full Title of the Plan)

                               Eric I Cohen, 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)

                         CALCULATION OF REGISTRATION FEE
========================== =================== ===================== ===================== ====================
       Title of                                   Proposed Maximum     Proposed Maximum
    Securities to              Amount to be        Offering Price     Aggregate Offering        Amount of
    be Registered             Registered(1)         Per Share(2)           Price(3)          Registration Fee
-------------------------- ------------------- --------------------- --------------------- --------------------
Common Stock, par value           88,400              $22.142            $1,957,392             $489.35
$0.01 per share
========================== =================== ===================== ===================== ====================
(1)      Represents the maximum number of shares of common stock, par value
         $0.01 per share ("Common Stock"), of Terex Corporation ("we", "us", the
         "Company" or the "Registrant") issuable upon exercise of options
         granted under the CMI Corporation Stock Option Plan, the CMI
         Corporation Stock Option and the Stock Option Agreement (together, the
         "CMI Stock Plans") and outstanding immediately prior to consummation of
         the merger (the "Merger") described in the Agreement and Plan of
         Merger, dated as of June 27, 2001, by and among CMI Corporation
         ("CMI"), the Company and a wholly-owned subsidiary of the Company (the
         "Merger Agreement"). The amount to be registered was calculated by
         multiplying the total number of options assumed by Terex by the
exchange ratio under the Merger Agreement (552,500 x 0.16). Pursuant to
         Rule 416(a) of the Securities Act of 1933, as amended, the number of
         shares being registered shall include an indeterminate number of
         additional shares of Terex's common stock that may become issuable as a
         result of any stock splits, stock dividends, or other similar
         transactions in accordance with the anti-dilution provisions of the CMI
         Stock Plans.

(2)      Estimated solely for the purpose of calculating the registration fee
         pursuant to Rule 457 of the Securities Act of 1933, as amended, on the
         basis of the weighted average exercise price per share of the
         outstanding options. As adjusted by the exchange ratio under the Merger
         Agreement, the 552,500 options granted under the CMI Stock Plans have
         the following exercise prices (rounded to the nearest thousandth):
         $12.109, $13.438, $17.188, $21.875, $25.781, $28.125 and $42.578, with
         a weighted average exercise price of $22.142.

(3)      The proposed maximum aggregate offering price was calculated by
         multiplying the number of shares subject to options exercisable at each
         of the seven exercise prices set forth in Note 2 above as adjusted by
         the exchange ratio under the Merger Agreement by the number of shares
         issuable at the respective exercise prices. The calculation is as
         follows: (3,200 options x $12.109) + (1,200 options x $13.438) +
         (40,000 options x $17.188) + (8,000 options x $21.875) + (8,000 options
         x $25.781) + (24,800 options x $28.125) + (3,200 options x $42.578) =
         $1,957,392 aggregate consideration payable for the exercise of all
         options.

                             INTRODUCTORY STATEMENT

     This  Registration  Statement  on Form S-8 is filed by the  Registrant  and
relates to 88,400 shares of Common Stock  issuable to employees and directors of
CMI,  whose  options to  purchase  shares of common  stock,  par value $0.10 per
share,  of CMI ("CMI Common") were converted into options to purchase  shares of
Common Stock.  Pursuant to the Merger  Agreement and in accordance with Oklahoma
law, CMI was merged with and into  Claudius  Acquisition  Corp.,  a wholly owned
subsidiary  of the  Registrant,  on  October 1, 2001,  and  options to  purchase
552,500  shares of CMI Common were assumed by the  Registrant and converted into
options to purchase 88,400 shares of Common Stock.

                                     PART I

                  INFORMATION REQUIRED IN THE 10(a) PROSPECTUS

     The documents  containing the information  specified in this Part I will be
sent or given to employees and  directors of CMI as specified by Rule  428(b)(1)
under the  Securities  Act of 1933,  as amended  (the  "Securities  Act").  Such
documents are not filed with the Securities and Exchange  Commission (the "SEC")
either as part of this  Registration  Statement or as prospectuses or prospectus
supplements  pursuant to Rule 424 under the Securities  Act. These documents and
the documents  incorporated by reference in this Registration Statement pursuant
to Item 3 of Part II of this Registration Statement, taken together,  constitute
a prospectus that meets the requirements of Section 10(a) of the Securities Act.

                                    PART II

               INFORMATION REQUIRED IN THE REGISTRATION STATEMENT

Item 3.       Incorporation of Documents by Reference

     The SEC allows us to  "incorporate  by reference"  the  information we file
with them,  which means that we can  disclose  important  information  to you by
referring  you  to  those   documents.   The  information   contained  in  those
incorporated documents are considered part of this Registration  Statement,  and
later information we file with the SEC will  automatically  update and supersede
this information.

                                       2
We incorporate  by reference the documents  listed below that we have filed
previously  with the SEC under the  Securities  Exchange Act of 1934, as amended
(the "Exchange Act"), and any future filings we make with the SEC under Sections
13(a),  13(c),  14 and  15(d)  of the  Exchange  Act  prior to the  filing  of a
post-effective amendment to this Registration Statement which indicates that all
of our Common Stock offered  hereby has been sold or which  registers all of the
Common Stock offered hereby that remains unsold:

     (a)  Our Annual Report on Form 10-K for the year ended December 31, 2000;

     (b)  Our  Quarterly  Report on Form 10-Q for the  quarter  ended  March 31,
          2001;

     (c)  Our Quarterly Report on Form 10-Q for the quarter ended June 30, 2001;

     (d)  Our Current  Report on Form 8-K dated March 14, 2001 (filed  March 15,
          2001);

     (e)  Our Current  Report on Form 8-K dated March 22, 2001 (filed  March 23,
          2001);

     (f)  Our  Current  Report on Form 8-K dated June 27,  2001  (filed June 28,
          2001);

     (g)  Our Current Report on Form 8-K dated October 1, 2001 (filed October 2,
          2001);

     (h)  Our Notice of Annual Meeting of Stockholders and Proxy Statement dated
          April 6, 2001; and

     (i)  The  description  of our Common Stock  contained  in our  Registration
          Statement on Form S-4, as amended dated August 24, 2001, including any
          amendment  or report  filed with the SEC for the  purpose of  updating
          such description.

You may request a copy of any of these filings, at no cost, by contacting us at
the following address:

                     Terex Corporation
                     500 Post Road East
                     Suite 320
                     Westport, CT 06880
                     Telephone (203) 222-7170

     Any  statement  contained  in a document  that is  incorporated,  or deemed
incorporated,  by reference in this Registration  Statement shall be modified or
superseded  for  purposes of this  Registration  Statement  to the extent that a
statement contained in this Registration Statement, or incorporated by reference
in this Registration  Statement or in any other subsequently filed document that
also is, or is deemed, incorporated by reference in this Registration Statement,
modifies or supersedes such  statement.  Any statement so modified or superseded
shall not be a part of this  Registration  Statement,  except as so  modified or
superseded.

Item 4.  Description of Securities

              Not applicable.

Item 5.  Interests of Named Experts and Counsel

     Eric I Cohen,  Esq.,  has rendered an opinion on the validity of the Common
Stock being registered under this Registration Statement.  Mr. Cohen is a senior
vice  president  and general  counsel of the  Company.  A copy of his opinion is
attached as Exhibit 5 to this Registration Statement.  Mr. Cohen holds shares of
Common Stock and options to acquire shares of Common Stock.

                                       3
Item 6.  Indemnification of Directors and Officers

              Section 145 of the Delaware General Corporation Law ("DGCL") and
Article IX of the Company's Amended and Restated By-laws ("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 officers and directors against all liabilities (including
judgments, settlements, fines and penalties) and reasonable expenses incurred in
connection with the investigation, defense, settlement or appeal of certain
actions, whether instituted by a third party or a stockholder (either directly
or indirectly) and including specifically, but without limitation, actions
brought under the Securities Act and/or the Exchange Act; except that no such
indemnification will be permitted if such director or officer was not successful
in defending against any such action and it is determined that the director or
officer breached or failed to perform his or her duties to the Company, and such
breach or failure constitutes (i) a willful breach of his or her "duty of
loyalty", (ii) acts or omissions not in good faith or involving intentional
misconduct or a knowing violation of the law, (iii) a violation of Section 174
of the DGCL, relating to prohibited dividends or distributions or the repurchase
or redemption of stock or (iv) a transaction where such individual derived an
improper financial profit (unless it is deemed that such profit is immaterial in
light of all of the circumstances) (collectively, "Breach of Duty").
Notwithstanding the foregoing, subject to certain exceptions, the By-laws
provide that directors or officers initiating an action are not entitled to
indemnification.

              The By-laws also establish certain procedures by which (i) a
director or officer may request an advance on his or her reasonable expenses,
prior to the final disposition of an action, (ii) the Company may withhold an
indemnification payment from a director or officer, (iii) a director or officer
may be entitled to partial indemnification and (iv) a director or officer may
challenge the Company's denial to furnish him or her with requested
indemnification. Additionally, the By-laws provide that the adverse termination
of an action against an officer or director is not in and of itself sufficient
to create a presumption that a director or officer engaged in conduct
constituting a Breach of Duty.

              Finally, the Company's Restated Certificate of Incorporation, as
amended, contains a provision that eliminates the personal liability of a
director to the Company and its stockholders for certain breaches of his or her
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 further defined therein) to the Company or
its stockholders, (ii) for acts or omissions not in "good faith" (as further
defined therein) or which involve intentional misconduct or a knowing violation
of 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 repurchase or redemption, or (iv) for any transaction from which the
director derived an improper personal profit to the extent of such profit. This
provision of the Restated Certificate of Incorporation offers persons who serve
on the Board of Directors of the Company protection against awards of monetary
damages resulting from negligent (except as indicated above) and "grossly"
negligent actions taken in the performance of their 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. Although the
validity and scope of Section 145 of the DGCL has not been tested in court, the
SEC 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.

                                       4
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 Number 33-52297).

     4.2  Certificate  of  Elimination  with  respect to the Series B  Preferred
          Stock  (incorporated  by reference to Exhibit 4.3 to the Form 10-K for
          the year ended December 31, 1998 of Terex Corporation, Commission File
          No. 1-10702).

     4.3  Certificate  of Amendment to  Certificate  of  Incorporation  of Terex
          Corporation  dated June 5, 1998  (incorporated by reference to Exhibit
          3.3 to the Form 10-K for the year  ended  December  31,  1998 of Terex
          Corporation, Commission File No. 1-10702).

     4.4  Amended and  Restated  Bylaws of Terex  Corporation  (incorporated  by
          reference to Exhibit 3.2 to the Form 10-K for the year ended  December
          31, 1998 of Terex Corporation, Commission File No. 1-10702).

     5.1  Opinion of Eric I Cohen,  Esq.,  as to the legality of the  securities
          being registered.

     23.1 Consent of PricewaterhouseCoopers LLP.

     23.2 Consent  of Eric I  Cohen,  Esq.  (included  in the  opinion  filed as
          Exhibit 5.1 hereto).

     24.  Powers of Attorney of certain officers and directors of the Registrant
          (included on the signature page of this Registration Statement).

Item 9.  Undertakings

     a.   The undersigned Registrant hereby undertakes:

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

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

               (ii) 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;

               (iii)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 (a)(1)(i) and (a)(1)(iii) do
               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

                                       5
or 15(d) of the Exchange Act that are  incorporated  by reference
               in this Registration Statement.

          (2)  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.

          (3)  To  remove  from   registration  by  means  of  a  post-effective
               amendment  any of the  securities  being  registered  that remain
               unsold at the termination of the offering.

     b.   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.

     c.   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 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.

                                       6
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 to be signed on its behalf by the undersigned, thereunto duly
authorized, in Westport, Connecticut, on October 3, 2001.

                                        TEREX CORPORATION

                                        By:  /s/ Ronald M. DeFeo
                                             ----------------------------
                                             Ronald M. DeFeo
                                             Chairman of the Board, President
                                             and Chief Executive Officer

                                       7
POWER OF ATTORNEY

              KNOW ALL MEN BY THESE PRESENTS, that each person whose signature
appears below hereby constitutes and appoints Ronald M. DeFeo or Eric I Cohen,
his true and lawful attorney-in-fact and agent, 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 post-effective amendments)
to this registration statement, and to file the same, with exhibits thereto, and
other documents in connection therewith, with the Securities and Exchange
Commission, granting unto said attorney-in-fact and agent 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 attorney-in-fact and agent
or either 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, this
Registration Statement has been signed below by the following persons in the
capacities and on the dates indicated:

/s/ Ronald M. DeFeo          Chairman, Chief Executive         October 3, 2001
-------------------
Ronald M. DeFeo              Officer and Director
                             (Principal Executive Officer)

/s/ Joseph F. Apuzzo         Chief Financial Officer           October 3, 2001
--------------------         (Principal Financial Officer)
Joseph F. Apuzzo

/s/ Kevin M. O'Reilly        Controller                        October 3, 2001
---------------------        (Principal Accounting Officer)
Kevin M. O'Reilly

/s/ G. Chris Andersen        Director                          October 3, 2001
---------------------
G. Chris Andersen

/s/ William H. Fike          Director                          October 3, 2001
---------------------
William H. Fike

/s/ Donald P. Jacobs         Director                          October 3, 2001
---------------------
Donald P. Jacobs

/s/ Don DeFosset             Director                          October 3, 2001
---------------------
Don DeFosset

/s/ Marvin B. Rosenberg      Director                          October 3, 2001
-----------------------
Marvin B. Rosenberg

/s/ David A. Sachs           Director                          October 3, 2001
-----------------------
David A. Sachs

                                       8
EXHIBIT INDEX

Exhibit Number   Description                                                Page
--------------   -----------                                                ----
    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 Number 33-52297).

    4.2          Certificate of Elimination with respect to the Series B
                 Preferred Stock (incorporated by reference to Exhibit
                 4.3 to the Form 10-K for the year ended December 31,

                 1998 of Terex Corporation, Commission File No. 1-10702).
    4.3          Certificate of Amendment to Certificate of Incorporation
                 of Terex Corporation dated June 5, 1998 (incorporated by
                 reference to Exhibit 3.3 to the Form 10-K for the year
                 ended December 31, 1998 of Terex Corporation, Commission
                 File No. 1-10702).

    4.4          Amended and Restated Bylaws of Terex Corporation
                 (incorporated by reference to Exhibit 3.2 to the Form
                 10-K for the year ended December 31, 1998 of Terex
                 Corporation, Commission File No. 1-10702).

    5.1          Opinion of Eric I Cohen, Esq., as to the legality of         10
                 the securities being registered.

    23.1         Consent of PricewaterhouseCoopers LLP.                       11

    23.2         Consent of Eric I Cohen, Esq. (included in the opinion
                 filed as Exhibit 5.1 hereto).

    24.          Powers of Attorney of certain officers and directors of
                 the Registrant (included on the signature page of this
                 Registration Statement).

                                       9