As filed with the Securities and Exchange Commission on May 18, 2000.

                                                       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 Registrants' principal executive offices)
                            ------------------------

                      Terex Corporation 2000 Incentive Plan
                            (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         Amount         Proposed        Proposed         Amount of
Securities to      to be          Maximum          Maximum        Registration
be Registered    Registered     Offering Price     Aggregate          Fee
                                  Per Unit     Offering Price
============== ================ ============== ================== ==============
Common Stock   2,000,000 shares  $15.78125 (1) $31,562,500.00 (1) $8,332.50 (1)
============== ================ ============== ================== ==============

(1)      Pursuant to Rule 457(c) and Rule 457(h)(1)  under the Securities Act of
         1933,  as  amended,   the  proposed  maximum  offering  price  and  the
         registration  fee are based on the  average  of the high and low prices
         per share of the  Registrant's  Common  Stock  reported on the New York
         Stock Exchange Composite Tape on May 15, 2000.


<PAGE>
                                     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 all  participants  in the Terex  Corporation  2000 Incentive
Plan (the "Plan") 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 Terex  Corporation  ("we",  "us",  the  "Company" or the
"Registrant")  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.

         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, par value $0.01 per share ("Common Stock"),  offered hereby
has been sold or which  deregisters  all of the Common Stock offered hereby that
remains unsold:

(a)  Our Annual Report on Form 10-K for the year ended December 31, 1999;

(b)  Our Quarterly Report on Form 10-Q for the quarter ended March 31, 2000;

(c)  Our Current Report on Form 8-K dated March 9, 2000 (filed March 10, 2000);

(d)  Our Notice of Annual  Meeting of  Stockholders  and Proxy  Statement  dated
     April 3, 2000; and

(e)  The description of our Common Stock contained in our Registration Statement
     on Form 8-A dated  February 22,  1991,  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



                                       2
<PAGE>


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 the Plan  pursuant  to 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.

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


                                       3
<PAGE>

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.

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

         23.1  Consent of PricewaterhouseCoopers LLP.

         23.5  Consent of Eric I Cohen,  Esq.  (included in the opinion filed as
               Exhibit 5 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;


                                       4
<PAGE>



                    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 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.




                                       5
<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  a 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 May 18, 2000.

                                        TEREX CORPORATION

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

                                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              May 18, 2000
-------------------        Officer and Director
Ronald M. DeFeo            (Principal Executive Officer)

/s/ Joseph F. Apuzzo       Chief Financial Officer                May 18, 2000
--------------------       (Principal Financial Officer)
Joseph F. Apuzzo

/s/ Kevin O'Reilly         Controller                             May 18, 2000
------------------         (Principal Accounting Officer)
Kevin O'Reilly

/s/ G. Chris Andersen      Director                               May 18, 2000
---------------------
G. Chris Andersen

/s/ Don DeFosset           Director                               May 18, 2000
----------------
Don DeFosset

/s/ William H. Fike        Director                               May 18, 2000
-------------------
William H. Fike

/s/ Dr. Donald P. Jacobs   Director                               May 18, 2000
------------------------
Dr. Donald P. Jacobs

/s/ Marvin B. Rosenberg    Director                               May 18, 2000
-----------------------
Marvin B. Rosenberg

/s/ David A. Sachs         Director                               May 18, 2000
------------------
David A. Sachs




                                       6
<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  Certficate 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.   Opinion  of  Eric I  Cohen,  Esq.,   as to the  legality  of the         8
     securities being registered.

23.1 Consent of PricewaterhouseCoopers LLP.                                   9

23.5 Consent of Eric I Cohen,  Esq.  (included in the opinion filed as
     Exhibit 5 hereto).

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

                                       7
<PAGE>
[{"type": "S-8", "sequence": "1", "description": "2000 INCENTIVE PLAN", "secsgml_size_bytes": 22974}]
{"company-data": {"conformed-name": "TEREX CORP", "cik": "0000097216", "assigned-sic": "3537", "irs-number": "341531521", "state-of-incorporation": "DE", "fiscal-year-end": "1231"}, "filing-values": {"form-type": "S-8", "act": "33", "file-number": "333-37262", "film-number": "639163"}, "business-address": {"street1": "500 POST ROAD EAST", "street2": "STE 320", "city": "WESTPORT", "state": "CT", "zip": "06880", "phone": "2032227170"}, "mail-address": {"street1": "500 POST ROAD EAST", "street2": "STE 320", "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 May 18, 2000.

                                                       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 Registrants' principal executive offices)
                            ------------------------

                      Terex Corporation 2000 Incentive Plan
                            (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         Amount         Proposed        Proposed         Amount of
Securities to      to be          Maximum          Maximum        Registration
be Registered    Registered     Offering Price     Aggregate          Fee
                                  Per Unit     Offering Price
============== ================ ============== ================== ==============
Common Stock   2,000,000 shares  $15.78125 (1) $31,562,500.00 (1) $8,332.50 (1)
============== ================ ============== ================== ==============

(1)      Pursuant to Rule 457(c) and Rule 457(h)(1)  under the Securities Act of
         1933,  as  amended,   the  proposed  maximum  offering  price  and  the
         registration  fee are based on the  average  of the high and low prices
         per share of the  Registrant's  Common  Stock  reported on the New York
         Stock Exchange Composite Tape on May 15, 2000.
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 all  participants  in the Terex  Corporation  2000 Incentive
Plan (the "Plan") 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 Terex  Corporation  ("we",  "us",  the  "Company" or the
"Registrant")  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.

         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, par value $0.01 per share ("Common Stock"),  offered hereby
has been sold or which  deregisters  all of the Common Stock offered hereby that
remains unsold:

(a)  Our Annual Report on Form 10-K for the year ended December 31, 1999;

(b)  Our Quarterly Report on Form 10-Q for the quarter ended March 31, 2000;

(c)  Our Current Report on Form 8-K dated March 9, 2000 (filed March 10, 2000);

(d)  Our Notice of Annual  Meeting of  Stockholders  and Proxy  Statement  dated
     April 3, 2000; and

(e)  The description of our Common Stock contained in our Registration Statement
     on Form 8-A dated  February 22,  1991,  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

                                       2
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 the Plan  pursuant  to 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.

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

                                       3
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.

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

         23.1  Consent of PricewaterhouseCoopers LLP.

         23.5  Consent of Eric I Cohen,  Esq.  (included in the opinion filed as
               Exhibit 5 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;

                                       4
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 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.

                                       5
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  a 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 May 18, 2000.

                                        TEREX CORPORATION

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

                                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              May 18, 2000
-------------------        Officer and Director
Ronald M. DeFeo            (Principal Executive Officer)

/s/ Joseph F. Apuzzo       Chief Financial Officer                May 18, 2000
--------------------       (Principal Financial Officer)
Joseph F. Apuzzo

/s/ Kevin O'Reilly         Controller                             May 18, 2000
------------------         (Principal Accounting Officer)
Kevin O'Reilly

/s/ G. Chris Andersen      Director                               May 18, 2000
---------------------
G. Chris Andersen

/s/ Don DeFosset           Director                               May 18, 2000
----------------
Don DeFosset

/s/ William H. Fike        Director                               May 18, 2000
-------------------
William H. Fike

/s/ Dr. Donald P. Jacobs   Director                               May 18, 2000
------------------------
Dr. Donald P. Jacobs

/s/ Marvin B. Rosenberg    Director                               May 18, 2000
-----------------------
Marvin B. Rosenberg

/s/ David A. Sachs         Director                               May 18, 2000
------------------
David A. Sachs

                                       6
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  Certficate 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.   Opinion  of  Eric I  Cohen,  Esq.,   as to the  legality  of the         8
     securities being registered.

23.1 Consent of PricewaterhouseCoopers LLP.                                   9

23.5 Consent of Eric I Cohen,  Esq.  (included in the opinion filed as
     Exhibit 5 hereto).

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

                                       7