As filed with the Securities and Exchange Commission on May 17, 1996
                                            Registration No. 33-

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

                                    FORM S-8

                             REGISTRATION STATEMENT
                                      UNDER
                           THE SECURITIES ACT OF 1933
                               ------------------

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

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

                               500 Post Road East
                           Westport, Connecticut 06880
                                 (203) 222-7170
                (Address, including zip code and telephone number
                         of principal executive offices)

                                Terex Corporation
                          1996 Long-Term Incentive Plan
                            (Full title of the plan)
                            -------------------------

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

                                 (203) 222-7170
                     (Telephone number, including area code,
                              of agent for service)
                            -------------------------

                                   Copies to:

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

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

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

Common Stock,       300,000       $ 7.6875         $2,306,250       $795.26
par value $.01

      (1)Estimated  solely for purposes of  calculating  the  registration  fee.
         Pursuant  to  Rules  457(c)  and  457(h),   the   offering   price  and
         registration  fee is  computed  on the basis of the average of the high
         and low prices reported on the New York Stock Exchange on May 9, 1996.



<PAGE>






                                EXPLANATORY NOTE

Pursuant  to General  Instruction  C of Form S-8,  this  Registration  Statement
contains a prospectus meeting the requirements of Part I of Form S-3 relating to
reofferings by certain persons of shares of Common Stock of Terex Corporation to
be acquired pursuant to the Terex Corporation 1996 Long-Term Incentive Plan.

<PAGE>
                                   PROSPECTUS

                                TEREX CORPORATION

                         300,000 Shares of Common Stock
                           (Par Value $.01 Per Share)

This Prospectus may be used by certain persons (the "Selling  Stockholders") who
may be deemed to be affiliates of Terex Corporation, a Delaware corporation (the
"Company"),  to sell shares of common  stock,  par value $.01 per share,  of the
Company (the "Common Stock"),  which may be acquired by such persons pursuant to
the  exercise of all or any  portion of certain  stock  options  granted to such
persons by the Company pursuant to Terex  Corporation  1996 Long-Term  Incentive
Plan (the "Incentive Plan").

The  Common  Stock is traded on the New York  Stock  Exchange  under the  symbol
"TEX." It is  anticipated  that the Selling  Stockholders  will offer shares for
sale at  prevailing  prices on the New York Stock  Exchange on the date of sale.
All  proceeds  from any sales of such  shares of Common  Stock will inure to the
benefit of the  Selling  Stockholders.  The  Company  will  receive  none of the
proceeds  from the sale of shares  which may be offered  hereby but may  receive
funds  upon  the  exercise  of  the  options   pursuant  to  which  the  Selling
Stockholders will acquire the shares covered by this Prospectus, which funds, if
any, will be used for working capital. All expenses of registration  incurred in
connection  herewith are being borne by the  Company,  but all selling and other
expenses  incurred  by  individual  Selling  Stockholders  will be borne by such
Selling Stockholders.

No underwriting is being utilized in connection with this registration of Common
Stock and,  accordingly,  the shares of Common Stock are being  offered  without
underwriting  discounts.  The expenses of this  registration will be paid by the
Company. Normal brokerage commissions, discounts and fees will be payable by the
Selling Stockholders.  The Selling Stockholders and any broker executing selling
orders  on  behalf  of  the  Selling   Stockholders  may  be  deemed  to  be  an
"underwriter"  within the meaning of the Securities Act of 1933, as amended (the
"Securities  Act"),  in which event  commissions  received by such broker may be
deemed to be underwriting commissions under the Securities Act.

For a discussion of certain  matters  which should be considered by  prospective
investors, see "Risk Factors" beginning on page 5 of this Prospectus.

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

No  person  has  been  authorized  to  give  any  information  or  to  make  any
representation  not contained in this  Prospectus,  and, if given or made,  such
information  or  representation  should  not  be  relied  upon  as  having  been
authorized by the Company.  This Prospectus does not constitute an offer to sell
or a solicitation of an offer to buy any security in any  jurisdiction in which,
or to any person to whom, such offer or solicitation would be unlawful.  Neither
the delivery of this  Prospectus nor any  distribution  of the  securities  made
under this Prospectus shall under any circumstances  create any implication that
there  has  been  no  change  in the  affairs  of the  Company  or in any  other
information contained herein since the date of this Prospectus.

                   The date of this Prospectus is May 17, 1996

<PAGE>
                                TABLE OF CONTENTS

                                                                    Page


AVAILABLE INFORMATION..............................................   3

INCORPORATION OF CERTAIN DOCUMENTS BY REFERENCE....................   4

THE COMPANY........................................................   5

RISK FACTORS.......................................................   5

USE OF PROCEEDS....................................................   8

SELLING STOCKHOLDERS...............................................   8

PLAN OF DISTRIBUTION...............................................  10

LEGAL MATTERS......................................................  11





<PAGE>


                              AVAILABLE INFORMATION

The  Company is  subject to the  informational  requirements  of the  Securities
Exchange  Act of 1934,  as  amended  (the  "Exchange  Act"),  and in  accordance
therewith  files  reports,  proxy  statements  and  other  information  with the
Securities and Exchange Commission (the "Commission"). Reports, proxy statements
and other  information  filed by the Company can be inspected  and copied at the
public reference facilities  maintained by the Commission at its offices at Room
1024, Judiciary Plaza, 450 Fifth Street, N.W., Washington, D.C. 20549; or at the
Commission's regional offices located at Seven World Trade Center, New York, New
York 10048 and Northwestern Atrium Center, 500 West Madison Street,  Suite 1400,
Chicago,  Illinois  60661-2511.  Copies of such material can be obtained by mail
from the Public  Reference  Section of the Commission,  450 Fifth Street,  N.W.,
Washington,  D.C.  20549, at prescribed  rates.  In addition,  such material and
other information  concerning the Company can be inspected and copied at the New
York Stock Exchange,  Inc., 20 Broad Street,  New York, New York 10005, on which
exchange the Common Stock is traded under the symbol "TEX".

The Company has filed with the Commission a  Registration  Statement on Form S-8
under the Securities Act, and the rules and regulations  promulgated thereunder,
with respect to the Common Stock covered by this  Prospectus.  This  Prospectus,
which constitutes a part of the Registration Statement,  does not contain all of
the  information  set  forth  in the  Registration  Statement  and the  exhibits
thereto,  as  permitted  by the rules and  regulations  of the  Commission.  For
further information with respect to the Company and the Common Stock,  reference
is made to the Registration Statement and such exhibits,  copies of which may be
examined  without  charge at, or obtained upon payment of prescribed  fees from,
the Public  Reference  Section of the Commission at Judiciary  Plaza,  450 Fifth
Street, N.W., Washington,  D.C. 20549, and will also be available for inspection
and copying at the  regional  offices of the  Commission  located at Seven World
Trade Center,  New York,  New York 10048 and at 500 West Madison  Street,  Suite
1400, Chicago, Illinois 60661-2511.

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



<PAGE>


                 INCORPORATION OF CERTAIN DOCUMENTS BY REFERENCE

Upon  either  written  or oral  request,  any  person  receiving  a copy of this
Prospectus  may obtain from the Company,  without  charge,  a copy of any of the
documents  incorporated  by  reference  herein,  except for the exhibits to such
documents (unless such exhibits are specifically  incorporated by reference into
the information that this Prospectus  incorporates).  Written requests should be
directed  to:  Terex  Corporation,  500 Post Road East,  Westport,  Connecticut,
06880, Attention: Secretary. The Company's telephone number is (203) 222-7170.

1.   The Company's  Annual  Report on Form 10-K for the year ended  December 31,
     1995, filed with the Commission on March 29, 1996.

2.   The Company's  Quarterly Report on Form 10-Q for fiscal quarter ended March
     31, 1996, filed with the Commission on May 15, 1996

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

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




<PAGE>


                                   THE COMPANY


Terex is a global  provider of capital goods and  equipment  used in the mining,
commercial building, infrastructure,  manufacturing and construction industries.
The  Company's   operations  began  in  1983  with  the  purchase  of  Northwest
Engineering  Company,  the  Company's  original  business and name.  Since 1983,
management has expanded the Company's business through a series of acquisitions.
In 1988, Northwest Engineering Company merged into a subsidiary acquired in 1986
named Terex  Corporation,  with Terex Corporation as the surviving  corporation.
The Company's  Material  Handling  Segment  designs,  manufactures and markets a
complete line of internal  combustion ("IC") and electric lift trucks,  electric
walkies,  automated pallet trucks and related  components and replacement parts.
The Heavy  Equipment  Segment  designs,  manufactures  and  markets  heavy-duty,
off-highway,  earthmoving and construction  equipment and related components and
replacement  parts. The Terex Cranes Segment  designs,  manufactures and markets
mobile  cranes,  aerial  platforms,  container  stackers  and scrap  holders and
related components and replacement parts.

The Terex Cranes  Segment was  established as a separate  business  segment as a
result of a  significant  acquisition  in 1995.  On May 9,  1995,  the  Company,
through Terex Cranes,  Inc. a Delaware  corporation  which is a recently  formed
wholly  owned  subsidiary  of  the  Company  ("Terex  Cranes"),   completed  the
acquisition (the "PPM Acquisition") of substantially all of the shares of P.P.M.
S.A., a societe anonyme,  and certain  subsidiaries ("PPM Europe"),  from Potain
S.A.,  a societe  anonyme,  and all of the capital  stock of Legris  Industries,
Inc.,  a  Delaware  corporation  which owns  92.4% of the  capital  stock of PPM
Cranes, Inc., a Delaware corporation ("PPM North America;" and PPM North America
together  with PPM  Europe  collectively  referred  to as  "PPM"),  from  Legris
Industries S.A., a societe anonyme ("Legris France"). PPM designs,  manufactures
and markets mobile cranes and container  stackers primarily in North America and
Western  Europe under the brand names of PPM, P&H  (trademark  of  Harnischfeger
Corporation)  and  BENDINI.   Concurrently   with  the  completion  of  the  PPM
Acquisition,  the Company contributed the assets (subject to liabilities) of its
Koehring and Marklift division to Terex Cranes. The former division now operates
as Koehring,  a wholly owned subsidiary of Terex Cranes.  Koehring  manufactures
mobile  cranes under the LORAIN brand name and aerial lift  equipment  under the
MARKLIFT brand name. PPM and Koehring comprise Terex Cranes, Inc., the Company's
Terex Cranes Segment.

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

The  principal  executive  offices of the  Company  are located at 500 Post Road
East, Westport, Connecticut 06880 and its telephone number is (203) 222-7170.


                                  RISK FACTORS

In addition to other matters described in this Prospectus,  the following should
be carefully considered in connection with an investment in the Common Stock:

Significant Leverage

The  Company  is  highly   leveraged.   At  March  31,  1996,  the  Company  had
approximately $341.3 million of indebtedness and stockholders' deficit of $100.2
million.

On May 9, 1995, the Company  completed the refinancing of  substantially  all of
its outstanding debt (the  "Refinancing").  The Refinancing included the private
placement to  institutional  investors of $250 million of 13.25% Senior  Secured
Notes due May 15, 2002 (the "Senior Secured Notes"),  repayment of the Company's
existing  senior  secured  notes  and  senior   subordinated   notes,   totaling
approximately  $152.6  million  principal  amount,  and entry  into a new credit
facility to replace the Company's existing lending facility in the U.S.

This  substantial  leverage has several  important  consequences,  including the
following:  (i) a substantial portion of the Company's cash flow from operations
will be  dedicated  to the  payment  of  principal  of,  and  interest  on,  its
indebtedness,  (ii) the covenants contained in the Company's indebtedness impose
certain  restrictions on the Company which,  among other things,  will limit its
ability to borrow additional funds or to dispose of assets,  (iii) the Company's
ability  to obtain  additional  financing  in the future  for  working  capital,
capital expenditures, acquisitions, general corporate purposes or other purposes
may be  impaired,  and (iv)  the  Company's  ability  to  withstand  competitive
pressures,  adverse  economic  conditions  and adverse  changes in  governmental
regulations, to make acquisitions, and to take advantage of significant business
opportunities that may arise, may be negatively impacted.  The Company's ability
to meet its debt service  obligations and to reduce its total  indebtedness will
be dependent upon future performance,  which will be subject to general economic
conditions,  its ability to achieve cost savings and other  financial,  business
and other  factors  affecting the  operations of the Company,  many of which are
beyond its control.  The Company has historically  sustained  significant losses
and,  prior  to  the  Refinancing,   net  cash  from  operating  activities  was
insufficient to meet the Company's debt service requirements,  which the Company
funded  primarily  from  asset  sales.  If the  Company  is unable  to  generate
sufficient  cash flow from  operations in the future to service its debt, it may
be required to refinance all or a portion of such debt, including the new Senior
Secured  Notes,  or to obtain  additional  financing.  However,  there can be no
assurance  that  any  refinancing  would  be  possible  or that  any  additional
financing could be obtained.

Future Sales of Common Stock; Control

The Company is unable to predict the effect,  if any,  that any future  sales of
Common Stock,  including the shares of Common Stock covered hereby, will have on
the market price of the Common Stock.

As of March 31,  1996,  Randolph W. Lenz,  formerly  Chairman of the Board and a
Director of the Company,  is the beneficial owner,  directly and indirectly,  of
approximately  42% of the  outstanding  Common  Stock of the  Company.  Mr. Lenz
currently pledges,  and intends to pledge in the future,  shares of Common Stock
owned by him as collateral  for loans.  If Mr. Lenz does not pay such loans when
due, the pledgee may have the right to sell the shares of Common  Stock  pledged
to it in satisfaction of Mr. Lenz's  obligations.  The sale or other disposition
of a  substantial  amount of such  shares of Common  Stock in the public  market
could  adversely  affect the prevailing  market price for the Common Stock.  Mr.
Lenz  retired as  Chairman  of the Board and a Director of the Company on August
28, 1995, and currently serves as a consultant to the Company. The Company filed
with  the  commission  various  shelf  registration   statements   covering  the
outstanding  shares of preferred shares and warrants and the 6,600,000 shares of
Common  Stock  which  may be  issuable  upon  conversion  or  exercise  as  such
securities. The sale or other disposition of a substantial number of such shares
of Common  Stock in the public  market  could  adversely  affect the  prevailing
market price for the Common Stock.

Restrictions on Dividends

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



<PAGE>


Environmental and Related Matters

The Company generates  hazardous and nonhazardous wastes in the normal course of
its operations.  As a result, the Company is subject to a wide range of federal,
state,  local and foreign  environmental  laws and  regulations,  including  the
Comprehensive  Environmental Response,  Compensation and Liability Act, that (i)
govern  activities or operations  that may have adverse  environmental  effects,
such as discharges to air and water, as well as handling and disposal  practices
for hazardous and nonhazardous  wastes,  and (ii) impose liability for the costs
of cleaning  up, and  certain  damages  resulting  from,  sites of past  spills,
disposals or other releases of hazardous  substances.  Compliance with such laws
and  regulations  has,  and  will,  require  expenditures  by the  Company  on a
continuing  basis.  The  Company  may also have  contingent  responsibility  for
liabilities of certain of its subsidiaries with respect to environmental matters
if such  subsidiaries  were to fail to discharge their obligations to the extent
that such  liabilities  arose  during  the  period in which  the  Company  was a
controlling shareholder.

Net Operating Loss Carryovers and Other Tax Issues

The Internal  Revenue  Service (the "IRS") is currently  examining the Company's
federal tax returns  for the years 1987  through  1989.  In December  1994,  the
Company received an examination  report from the IRS proposing a substantial tax
deficiency based on this examination. The examination report raises a variety of
issues,  including the Company's  substantiation  for certain  deductions  taken
during this period,  the Company's  utilization  of certain net  operating  loss
carryovers ("NOL's") and the availability of such NOL's to offset future taxable
income.  If the IRS were to prevail on all the issues raised,  the amount of the
tax assessment would be  approximately  $56 million plus interest and penalties.
If the Company were required to pay a significant portion of the assessment,  it
could  have a  material  adverse  impact on the  Company  and could  exceed  the
Company's  resources.  The  Company has filed its  administrative  appeal to the
examination  report.  Although management believes that the Company will be able
to provide adequate  documentation  for a substantial  portion of the deductions
questioned  by the IRS and that there is  substantial  support for the Company's
past and future utilization of the NOL's, the ultimate outcome of this matter is
subject to the  resolution  of  significant  legal and  factual  issues.  If the
Company's positions prevail on the most significant issues,  management believes
that the  amounts  due would not exceed  amounts  previously  paid or  provided;
however, even under such circumstances,  it is possible that the Company's NOL's
could be reduced to some extent.  No additional  accruals have been made for any
amounts which might be due as a result of this matter  because the possible loss
ranges from zero to $56 million  plus  interest and  penalties  and the ultimate
outcome cannot presently be determined or estimated.

In addition,  Randolph W. Lenz has retired as Chairman of the Company.  Although
his retirement  agreement places certain restrictions on his ability to sell his
shares of Common  Stock in the  Company,  in the event that Mr.  Lenz is able to
sell a  substantial  portion  of  his  shares  in the  Company,  such  sale,  in
combination  with the issuance of the Series A Warrants in December 20, 1993 and
subject to the effects of other changes in share ownership of the Company, could
result in a change in control for tax purposes. Such a change in control for tax
purposes could possibly result in a significant reduction in the amount of NOL's
available to the Company to offset future taxable income.

SEC Investigation

The  Securities  and Exchange  Commission  (the  "Commission")  in March of 1994
initiated a private investigation, which included the Company and certain of its
then  affiliates,  to determine  whether  violations  of certain  aspects of the
Federal  securities laws have taken place.  The Company is cooperating  with the
Commission in its investigation and it is not possible at this time to determine
the outcome of the Commission's investigation.  During 1995 the Company incurred
$0.3 million of legal fees and expenses on behalf of the Company,  directors and
executives of the Company and KCS. In general,  under the Company's by-laws, the
Company is obligated to indemnify  Officers and Directors,  for all  liabilities
arising  in the course of their  duties on behalf of the  Company.  To date,  no
Officer or Director has had legal  representation  separate  from the  Company's
legal   representation,   and  no   allocation   of  the  legal  fees  for  such
representation has been made.

Industry Cyclicality and Substantial Competition

Sales of products to be manufactured  and sold by the Company have  historically
been subject to substantial  cyclical variation extending over a number of years
based on general economic conditions.

The markets in which the Company  competes are highly  competitive.  The Company
must remain  competitive in the areas of quality,  price,  product line, ease of
use, safety,  comfort and customer  service.  Many of the Company's  competitors
have greater financial resources than the Company.

Foreign Operations

The  Company's  products  are sold in over 50  countries  around  the world and,
accordingly,  a substantial portion of the revenues of the Company are generated
in foreign  currencies,  while the costs associated with these revenues are only
partially incurred in the same currencies.  Consequently,  the Company has a net
exposure to fluctuations  between the U.S.  dollar and such foreign  currencies,
which impacts the financial  performance of the Company.  Although  revenues and
costs of the Company may be partially hedged, currency movements will impact the
Company's  financial  performance  in the  future.  In  addition,  international
operations are subject to a number of potential risks, including,  among others,
currency exchange controls,  transfer restrictions and rate fluctuations,  trade
barriers,   the  effects  of  income  and  withholding   tax,  and  governmental
expropriation.


                                 USE OF PROCEEDS

The shares of Common Stock covered  hereby are being  registered for the account
of the Selling  Stockholders.  Accordingly,  the Company will not receive any of
the proceeds from the sale of Common Stock by the Selling Stockholders.


                              SELLING STOCKHOLDERS

The shares of Common Stock covered by this  Prospectus are being  registered for
reoffers and resales by Selling Stockholders of the Company who may acquire such
shares pursuant to the exercise of options or restricted stock awards granted or
to be granted under the Incentive Plan. The Selling Stockholders named below may
resell all, a portion,  or none of the shares  that they  acquire or may acquire
pursuant to the exercise of options under the Plans.

Key employees  deemed to be "affiliates"  of the Company who acquire  registered
Common  Stock  under the Plans may be added to the Selling  Stockholders  listed
below from time to time, either by means of a post-effective amendment hereto or
by use of a prospectus  filed pursuant to Rule 424 under the Securities  Act. An
"affiliate"  is defined in Rule 405 under the  Securities  Act as a "person that
directly,  or indirectly  through one or more  intermediaries,  controls,  or is
controlled by, or is under common control with," the Company.
<TABLE>
<CAPTION>

The following table shows the names of the Selling Stockholders, their positions
with the  Company,  the number of shares of Common Stock known by the Company to
be beneficially owned by them as of March 31, 1996, the number of shares covered
by this  Prospectus and the number of shares of Common Stock to be owned by each
Selling  Stockholder if such Selling  Stockholder were to sell all of his shares
of Common Stock covered by this Prospectus:

                                                                 Number of Shares
 Selling Stockholder      Position with      Number of Shares     Covered by this   Number of Shares to be
                           the  Company        Beneficially         Prospectus      Held After Offering(1)
                                                  Owned

<S>                     <C>                         <C>                 <C>                 <C>      
Randolph W. Lenz (2)    None                        4,425,701(3)            -0-             4,425,701

Ronald M. DeFeo         Chief Executive                54,732(4)        45,000                 54,732
                        Officer, Chief
                        Operating Officer
                        and President

David J. Langevin       Executive Vice                128,675(5)            -0-               128,675
                        President

Ralph T. Brandifino     Senior Viceand                  9,050(6)            -0-                 9,050
                        Chief Financial
                        Officer

Marvin B. Rosenberg     Senior Vice                   111,475(7)            -0-               111,475
                        President and
                        General Counsel

Brian J. Henry          Vice President,                 5,875(8)            -0-                 5,875
                        Treasurer and
                        Director Investor
                        Relations

Joseph F. Apuzzo        Vice President                     91               -0-                    91
                        and Corporate
                        Controller

Steven E. Hooper        Vice President                  1,986(9)            -0-                 1,986

G. Chris Andersen       Director                       79,900(10)       45,000(15)             34,900

William H. Fike         Director                       37,500(11)       37,500(15)                  0

Bruce I. Raben          Director                      108,663(12)       45,000(15)             63,663

David A. Sachs          Director                       75,300(13)       42,500(15)             32,800

Adam E. Wolf            Director                       55,600(14)       27,500(15)             28,100
- -------------------
<FN>
(1)  Assumes  that all  shares  covered by this  Prospectus  will be sold by the
     Selling  Stockholders and that no additional  shares are purchased and sold
     by any Selling Stockholder.

(2)  Mr. Lenz currently pledges, and intends to pledge in the future,  shares of
     the Common Stock owned by him as collateral for loans. If Mr. Lenz does not
     pay such loans when due,  the pledgee may have the right to sell the shares
     of  the  Common  Stock  pledged  to  it  in   satisfaction  of  Mr.  Lenz's
     obligations.  The sale of a significant amount of such pledged shares could
     result in a change of control of the Company.

(3)  Includes (a) 3,738,537  shares of Common Stock  directly owned by Mr. Lenz,
     (b) 10,750  shares of Common  Stock  issuable  upon the exercise of options
     exercisable  within 60 days and held by Mr.  Lenz,  (c)  573,414  shares of
     Common Stock indirectly owned by Mr. Lenz through four corporations that he
     indirectly  owns and  controls.  (d) 38,880  shares of Series B  Cumulative
     Redeemable  Convertible  Preferred  Stock (the "Series B Preferred  Stock")
     convertible  into  87,300  shares of Common  Stock and (e)  Series B Common
     Stock Purchase  Warrants (the Series B Warrants")  exercisable  into 15,700
     shares of Common Stock.

(4)  Includes  34,366  shares of Common  Stock  issuable  upon the  exercise  of
     options  exercisable  within 60 days.  Does not  include  45,000  shares of
     Restricted  Stock granted  under the Incentive  Plan as none of such shares
     have vested or will vest within 60 days.

(5)  Includes 6,850 shares of Common Stock issuable upon the exercise of options
     exercisable within 60 days.

(6)  Includes 5,300 shares of Common Stock issuable upon the exercise of options
     exercisable within 60 days.

(7)  Includes 5,650 shares of Common Stock issuable upon the exercise of options
     exercisable within 60 days.

(8)  Includes 1,250 shares of Common Stock issuable upon the exercise of options
     exercisable within 60 days.

(9)  Includes 1,250 shares of Common Stock issuable upon the exercise of options
     exercisable within 60 days.

(10) Includes  55,000  shares of Common  Stock  issuable  upon the  exercise  of
     options exercisable within 60 days.

(11) Includes  12,500  shares of Common  Stock  issuable  upon the  exercise  of
     options exercisable within 60 days.

(12) Includes  55,000  shares of Common  Stock  issuable  upon the  exercise  of
     options  exercisable  within 60 days.  Also includes 10,000 shares owned by
     Mr.  Raben's wife as to which Mr.  Raben does not have  dispotive or voting
     power and disclaims beneficial ownership.

(13) Includes  52,500  shares of Common  Stock  issuable  upon the  exercise  of
     options exercisable within 60 days.

(14) Includes  47,500  shares of Common  Stock  issuable  upon the  exercise  of
     options  exercisable  within 60 days.  Also  includes  800 shares of Common
     Stock in a  testamentary  trust for which Mr. Wolf has shared  voting power
     and  shared  investment  power and 200  shares of Common  Stock held by Mr.
     Wolf's wife for which he claims beneficial ownership.

(15) Includes only shares of Common Stock  issuable upon the exercise of options
     exercisable within 60 days.

(16) Includes  12,500  shares of Common  Stock  issuable  upon the  exercise  of
     options exercisable within 60 days.
</FN>
</TABLE>


                              PLAN OF DISTRIBUTION

Any shares of Common Stock sold pursuant to this  Prospectus will be sold by the
Selling  Stockholders  for their own accounts and they will receive all proceeds
from any such sales. The Company will receive none of the proceeds from the sale
of shares which may be offered hereby but may receive funds upon the exercise of
the options pursuant to which the Selling  Stockholders  will acquire the shares
covered  by this  Prospectus,  which  funds,  if any,  will be used for  working
capital.  The Selling  Stockholders have not advised the Company of any specific
plans  for the  distribution  of the  shares  of Common  Stock  covered  by this
Prospectus,  but, if and when shares are sold, it is anticipated that the shares
will be sold from time to time primarily in  transactions  on the New York Stock
Exchange at the market price then prevailing, although sales may also be made in
negotiated  transactions  or  otherwise,  at prices  related to such  prevailing
market price or otherwise.  If shares of Common Stock are sold through  brokers,
the Selling  Stockholders may pay customary  brokerage  commissions and charges.
The Selling  Stockholders  may effect such  transactions by selling shares to or
through broker-dealers,  and such broker-dealers may receive compensation in the
form of discounts,  concessions  or  commissions  from the Selling  Stockholders
and/or the purchasers of shares for whom such broker-dealers may act as agent or
to  whom  they  may  sell as  principal,  or both  (which  compensation  as to a
particular  broker-dealer  might be in excess  of  customary  commissions).  The
Selling Stockholders and any broker-dealers that act in connection with the sale
of the shares  offered  hereby might be deemed to be  "underwriters"  within the
meaning of Section 2(11) of the Securities Act, and any commissions  received by
them and any profit on the resale of shares as  principal  might be deemed to be
underwriting  discounts and  commissions  under such Act. Shares of Common Stock
covered  by this  Prospectus  also may be sold  pursuant  to Rule 144  under the
Securities Act rather than pursuant to this Prospectus.


                                  LEGAL MATTERS

The legality of the shares of Common Stock being offered  hereby is being passed
upon for the Company by Robinson Silverman Pearce Aronsohn & Berman, 1290 Avenue
of the Americas, New York, New York 10104.


                                     PART I

              INFORMATION REQUIRED IN THE SECTION 10(a) PROSPECTUS

Items 1 and 2.  Plan Information;  Registrant  Information  and 1996  Long  Term
                Incentive Plan Information

The document(s) containing the information specified in the instructions to Part
I of Form S-8 will be sent or given to  participants  in the  Terex  Corporation
1996  Long-Term  Incentive Plan as specified by Rule 428(b)(1) of the Securities
Act of 1933, as amended (the "Securities Act").


                                     PART II

               INFORMATION REQUIRED IN THE REGISTRATION STATEMENT

Item 3.  Incorporation of Documents by Reference

1.   The Company's  Annual  Report on Form 10-K for the year ended  December 31,
     1995, filed with the Commission on March 29, 1996.

2.   The Company's  Quarterly Report on Form 10-Q for fiscal quarter ended March
     31, 1996, filed with the Commission on May 15, 1996.

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

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

Item 4.  Description of Securities.

         Not applicable.

Item 5.  Interests of Named Experts and Counsel.

         Not applicable.

Item 6.  Indemnification of Directors and Officers.

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

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

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

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

Item 7.  Exemption from Registration Claimed.

         Not applicable.

Item 8.  Exhibits.

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

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

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

5.1  Opinion of Robinson Silverman Pearce Aronsohn & Berman regarding legality.

10.1 1996 Terex Corporation Long Term Incentive Plan  (incorporated by reference
     to  Exhibit  10.4 of the  Amendment  No.  5 to the  Form  S-1  Registration
     Statement of Terex Corporation Registration No. 33-52711).

23.1 Independent Accountants' Consent of Price Waterhouse LLP.

24.1 Power  of  Attorney.


Item 9.  Undertakings.

1.   The undersigned registrant hereby undertakes:

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

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

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

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

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

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

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

2.   The undersigned  registrant hereby further 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 Section 15(d) of
     the Exchange  Act that is  incorporated  by reference in this  Registration
     Statement shall be deemed to be a new  registration  statement  relating to
     the securities offered therein, and the offering of such securities at that
     time shall be deemed to be the initial bona fide offering thereof.

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


<PAGE>


                                   SIGNATURES

Pursuant to the  requirements  of the  Securities  Act of 1933, as amended,  the
Registrant  has duly  caused  this  Registration  Statement  to be signed on its
behalf by the undersigned,  thereunto duly authorized, in Westport, Connecticut,
on the 17th day of May, 1996.

                               TEREX CORPORATION

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


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

     Signature                    Title                              Date

/s/Ronald M. DeFeo*     President, Chief Executive Officer,        May 17, 1996
Ronald M. DeFeo          Chief Operating Officer and Director
                         (Principal Executive Officer)

/s/Ralph T. Brandifino* Senior Vice President,                     May 17, 1996
Ralph T. Brandifino      Chief Financial Officer
                         (Principal Financial Officer)

/s/Joseph F. Apuzzo*    Vice President Finance and Controller      May 17, 1996
Joseph F. Apuzzo         (Principal Accounting Officer)

/s/Marvin B. Rosenberg  Senior Vice President, General Counsel,    May 17, 1996
Marvin B. Rosenberg      Secretary and Director

/s/G. Chris Andersen*   Director                                   May 17, 1996
G. Chris Andersen

/s/William H. Fike*     Director                                   May 17, 1996
William H. Fike

/s/Bruce I. Raben*      Director                                   May 17, 1996
Bruce I. Raben

/s/David A. Sachs*      Director                                   May 17, 1996
David A. Sachs

/s/Adam E. Wolf*        Director                                   May 17, 1996
Adam E. Wolf


* By: /s/ Marvin B. Rosenberg
      Marvin B. Rosenberg
      Attorney-in-Fact


<PAGE>


                                  EXHIBIT INDEX

                                                                    Page Number
                                                                     in Signed 
Exhibit                   Description                               Registration
No.                                                                   Statement

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

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

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

 5.1      Opinion of Robinson Silverman Pearce Aronsohn & Berman LLP
                             regarding legality.

10.1   1996 Terex Corporation Long Term Incentive Plan (incorporated by
       reference to Exhibit 10.4 of the Amendment No. 5 to the Form S-1
     Registration Statement of Terex Corporation Registration No. 33-52711).

23.1   Independent Accountants' Consent of Price Waterhouse LLP.

24.1   Power of Attorney.
[{"type": "S-8", "sequence": "1", "description": "FORM S-8 FOR TEREX CORP. 1996 LONG-TERM INCENT.", "secsgml_size_bytes": 53762}]
{"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": "333-03983", "film-number": "96569351"}, "business-address": {"street1": "500 POST ROAD EAST", "city": "WESTPORT", "state": "CT", "zip": "06880", "phone": "203-222-70"}, "mail-address": {"street1": "500 POST ROAD EAST", "city": "WESTPORT", "state": "CT", "zip": "06880"}, "former-company": {"former-conformed-name": "BLACK MAMMOTH CONSOLIDATED MINING CO", "date-changed": "19671002"}}
As filed with the Securities and Exchange Commission on May 17, 1996
                                            Registration No. 33-

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

                                    FORM S-8

                             REGISTRATION STATEMENT
                                      UNDER
                           THE SECURITIES ACT OF 1933
                               ------------------

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

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

                               500 Post Road East
                           Westport, Connecticut 06880
                                 (203) 222-7170
                (Address, including zip code and telephone number
                         of principal executive offices)

                                Terex Corporation
                          1996 Long-Term Incentive Plan
                            (Full title of the plan)
                            -------------------------

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

                                 (203) 222-7170
                     (Telephone number, including area code,
                              of agent for service)
                            -------------------------

                                   Copies to:

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

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

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

Common Stock,       300,000       $ 7.6875         $2,306,250       $795.26
par value $.01

      (1)Estimated  solely for purposes of  calculating  the  registration  fee.
         Pursuant  to  Rules  457(c)  and  457(h),   the   offering   price  and
         registration  fee is  computed  on the basis of the average of the high
         and low prices reported on the New York Stock Exchange on May 9, 1996.
EXPLANATORY NOTE

Pursuant  to General  Instruction  C of Form S-8,  this  Registration  Statement
contains a prospectus meeting the requirements of Part I of Form S-3 relating to
reofferings by certain persons of shares of Common Stock of Terex Corporation to
be acquired pursuant to the Terex Corporation 1996 Long-Term Incentive Plan.
PROSPECTUS

                                TEREX CORPORATION

                         300,000 Shares of Common Stock
                           (Par Value $.01 Per Share)

This Prospectus may be used by certain persons (the "Selling  Stockholders") who
may be deemed to be affiliates of Terex Corporation, a Delaware corporation (the
"Company"),  to sell shares of common  stock,  par value $.01 per share,  of the
Company (the "Common Stock"),  which may be acquired by such persons pursuant to
the  exercise of all or any  portion of certain  stock  options  granted to such
persons by the Company pursuant to Terex  Corporation  1996 Long-Term  Incentive
Plan (the "Incentive Plan").

The  Common  Stock is traded on the New York  Stock  Exchange  under the  symbol
"TEX." It is  anticipated  that the Selling  Stockholders  will offer shares for
sale at  prevailing  prices on the New York Stock  Exchange on the date of sale.
All  proceeds  from any sales of such  shares of Common  Stock will inure to the
benefit of the  Selling  Stockholders.  The  Company  will  receive  none of the
proceeds  from the sale of shares  which may be offered  hereby but may  receive
funds  upon  the  exercise  of  the  options   pursuant  to  which  the  Selling
Stockholders will acquire the shares covered by this Prospectus, which funds, if
any, will be used for working capital. All expenses of registration  incurred in
connection  herewith are being borne by the  Company,  but all selling and other
expenses  incurred  by  individual  Selling  Stockholders  will be borne by such
Selling Stockholders.

No underwriting is being utilized in connection with this registration of Common
Stock and,  accordingly,  the shares of Common Stock are being  offered  without
underwriting  discounts.  The expenses of this  registration will be paid by the
Company. Normal brokerage commissions, discounts and fees will be payable by the
Selling Stockholders.  The Selling Stockholders and any broker executing selling
orders  on  behalf  of  the  Selling   Stockholders  may  be  deemed  to  be  an
"underwriter"  within the meaning of the Securities Act of 1933, as amended (the
"Securities  Act"),  in which event  commissions  received by such broker may be
deemed to be underwriting commissions under the Securities Act.

For a discussion of certain  matters  which should be considered by  prospective
investors, see "Risk Factors" beginning on page 5 of this Prospectus.

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

No  person  has  been  authorized  to  give  any  information  or  to  make  any
representation  not contained in this  Prospectus,  and, if given or made,  such
information  or  representation  should  not  be  relied  upon  as  having  been
authorized by the Company.  This Prospectus does not constitute an offer to sell
or a solicitation of an offer to buy any security in any  jurisdiction in which,
or to any person to whom, such offer or solicitation would be unlawful.  Neither
the delivery of this  Prospectus nor any  distribution  of the  securities  made
under this Prospectus shall under any circumstances  create any implication that
there  has  been  no  change  in the  affairs  of the  Company  or in any  other
information contained herein since the date of this Prospectus.

                   The date of this Prospectus is May 17, 1996
TABLE OF CONTENTS

                                                                    Page

AVAILABLE INFORMATION..............................................   3

INCORPORATION OF CERTAIN DOCUMENTS BY REFERENCE....................   4

THE COMPANY........................................................   5

RISK FACTORS.......................................................   5

USE OF PROCEEDS....................................................   8

SELLING STOCKHOLDERS...............................................   8

PLAN OF DISTRIBUTION...............................................  10

LEGAL MATTERS......................................................  11
AVAILABLE INFORMATION

The  Company is  subject to the  informational  requirements  of the  Securities
Exchange  Act of 1934,  as  amended  (the  "Exchange  Act"),  and in  accordance
therewith  files  reports,  proxy  statements  and  other  information  with the
Securities and Exchange Commission (the "Commission"). Reports, proxy statements
and other  information  filed by the Company can be inspected  and copied at the
public reference facilities  maintained by the Commission at its offices at Room
1024, Judiciary Plaza, 450 Fifth Street, N.W., Washington, D.C. 20549; or at the
Commission's regional offices located at Seven World Trade Center, New York, New
York 10048 and Northwestern Atrium Center, 500 West Madison Street,  Suite 1400,
Chicago,  Illinois  60661-2511.  Copies of such material can be obtained by mail
from the Public  Reference  Section of the Commission,  450 Fifth Street,  N.W.,
Washington,  D.C.  20549, at prescribed  rates.  In addition,  such material and
other information  concerning the Company can be inspected and copied at the New
York Stock Exchange,  Inc., 20 Broad Street,  New York, New York 10005, on which
exchange the Common Stock is traded under the symbol "TEX".

The Company has filed with the Commission a  Registration  Statement on Form S-8
under the Securities Act, and the rules and regulations  promulgated thereunder,
with respect to the Common Stock covered by this  Prospectus.  This  Prospectus,
which constitutes a part of the Registration Statement,  does not contain all of
the  information  set  forth  in the  Registration  Statement  and the  exhibits
thereto,  as  permitted  by the rules and  regulations  of the  Commission.  For
further information with respect to the Company and the Common Stock,  reference
is made to the Registration Statement and such exhibits,  copies of which may be
examined  without  charge at, or obtained upon payment of prescribed  fees from,
the Public  Reference  Section of the Commission at Judiciary  Plaza,  450 Fifth
Street, N.W., Washington,  D.C. 20549, and will also be available for inspection
and copying at the  regional  offices of the  Commission  located at Seven World
Trade Center,  New York,  New York 10048 and at 500 West Madison  Street,  Suite
1400, Chicago, Illinois 60661-2511.

The Company  furnishes  stockholders  with  annual  reports  containing  audited
financial  statements and proxy material for its annual meetings  complying with
the proxy requirements of the Exchange Act.
INCORPORATION OF CERTAIN DOCUMENTS BY REFERENCE

Upon  either  written  or oral  request,  any  person  receiving  a copy of this
Prospectus  may obtain from the Company,  without  charge,  a copy of any of the
documents  incorporated  by  reference  herein,  except for the exhibits to such
documents (unless such exhibits are specifically  incorporated by reference into
the information that this Prospectus  incorporates).  Written requests should be
directed  to:  Terex  Corporation,  500 Post Road East,  Westport,  Connecticut,
06880, Attention: Secretary. The Company's telephone number is (203) 222-7170.

1.   The Company's  Annual  Report on Form 10-K for the year ended  December 31,
     1995, filed with the Commission on March 29, 1996.

2.   The Company's  Quarterly Report on Form 10-Q for fiscal quarter ended March
     31, 1996, filed with the Commission on May 15, 1996

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

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

Terex is a global  provider of capital goods and  equipment  used in the mining,
commercial building, infrastructure,  manufacturing and construction industries.
The  Company's   operations  began  in  1983  with  the  purchase  of  Northwest
Engineering  Company,  the  Company's  original  business and name.  Since 1983,
management has expanded the Company's business through a series of acquisitions.
In 1988, Northwest Engineering Company merged into a subsidiary acquired in 1986
named Terex  Corporation,  with Terex Corporation as the surviving  corporation.
The Company's  Material  Handling  Segment  designs,  manufactures and markets a
complete line of internal  combustion ("IC") and electric lift trucks,  electric
walkies,  automated pallet trucks and related  components and replacement parts.
The Heavy  Equipment  Segment  designs,  manufactures  and  markets  heavy-duty,
off-highway,  earthmoving and construction  equipment and related components and
replacement  parts. The Terex Cranes Segment  designs,  manufactures and markets
mobile  cranes,  aerial  platforms,  container  stackers  and scrap  holders and
related components and replacement parts.

The Terex Cranes  Segment was  established as a separate  business  segment as a
result of a  significant  acquisition  in 1995.  On May 9,  1995,  the  Company,
through Terex Cranes,  Inc. a Delaware  corporation  which is a recently  formed
wholly  owned  subsidiary  of  the  Company  ("Terex  Cranes"),   completed  the
acquisition (the "PPM Acquisition") of substantially all of the shares of P.P.M.
S.A., a societe anonyme,  and certain  subsidiaries ("PPM Europe"),  from Potain
S.A.,  a societe  anonyme,  and all of the capital  stock of Legris  Industries,
Inc.,  a  Delaware  corporation  which owns  92.4% of the  capital  stock of PPM
Cranes, Inc., a Delaware corporation ("PPM North America;" and PPM North America
together  with PPM  Europe  collectively  referred  to as  "PPM"),  from  Legris
Industries S.A., a societe anonyme ("Legris France"). PPM designs,  manufactures
and markets mobile cranes and container  stackers primarily in North America and
Western  Europe under the brand names of PPM, P&H  (trademark  of  Harnischfeger
Corporation)  and  BENDINI.   Concurrently   with  the  completion  of  the  PPM
Acquisition,  the Company contributed the assets (subject to liabilities) of its
Koehring and Marklift division to Terex Cranes. The former division now operates
as Koehring,  a wholly owned subsidiary of Terex Cranes.  Koehring  manufactures
mobile  cranes under the LORAIN brand name and aerial lift  equipment  under the
MARKLIFT brand name. PPM and Koehring comprise Terex Cranes, Inc., the Company's
Terex Cranes Segment.

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

The  principal  executive  offices of the  Company  are located at 500 Post Road
East, Westport, Connecticut 06880 and its telephone number is (203) 222-7170.

                                  RISK FACTORS

In addition to other matters described in this Prospectus,  the following should
be carefully considered in connection with an investment in the Common Stock:

Significant Leverage

The  Company  is  highly   leveraged.   At  March  31,  1996,  the  Company  had
approximately $341.3 million of indebtedness and stockholders' deficit of $100.2
million.

On May 9, 1995, the Company  completed the refinancing of  substantially  all of
its outstanding debt (the  "Refinancing").  The Refinancing included the private
placement to  institutional  investors of $250 million of 13.25% Senior  Secured
Notes due May 15, 2002 (the "Senior Secured Notes"),  repayment of the Company's
existing  senior  secured  notes  and  senior   subordinated   notes,   totaling
approximately  $152.6  million  principal  amount,  and entry  into a new credit
facility to replace the Company's existing lending facility in the U.S.

This  substantial  leverage has several  important  consequences,  including the
following:  (i) a substantial portion of the Company's cash flow from operations
will be  dedicated  to the  payment  of  principal  of,  and  interest  on,  its
indebtedness,  (ii) the covenants contained in the Company's indebtedness impose
certain  restrictions on the Company which,  among other things,  will limit its
ability to borrow additional funds or to dispose of assets,  (iii) the Company's
ability  to obtain  additional  financing  in the future  for  working  capital,
capital expenditures, acquisitions, general corporate purposes or other purposes
may be  impaired,  and (iv)  the  Company's  ability  to  withstand  competitive
pressures,  adverse  economic  conditions  and adverse  changes in  governmental
regulations, to make acquisitions, and to take advantage of significant business
opportunities that may arise, may be negatively impacted.  The Company's ability
to meet its debt service  obligations and to reduce its total  indebtedness will
be dependent upon future performance,  which will be subject to general economic
conditions,  its ability to achieve cost savings and other  financial,  business
and other  factors  affecting the  operations of the Company,  many of which are
beyond its control.  The Company has historically  sustained  significant losses
and,  prior  to  the  Refinancing,   net  cash  from  operating  activities  was
insufficient to meet the Company's debt service requirements,  which the Company
funded  primarily  from  asset  sales.  If the  Company  is unable  to  generate
sufficient  cash flow from  operations in the future to service its debt, it may
be required to refinance all or a portion of such debt, including the new Senior
Secured  Notes,  or to obtain  additional  financing.  However,  there can be no
assurance  that  any  refinancing  would  be  possible  or that  any  additional
financing could be obtained.

Future Sales of Common Stock; Control

The Company is unable to predict the effect,  if any,  that any future  sales of
Common Stock,  including the shares of Common Stock covered hereby, will have on
the market price of the Common Stock.

As of March 31,  1996,  Randolph W. Lenz,  formerly  Chairman of the Board and a
Director of the Company,  is the beneficial owner,  directly and indirectly,  of
approximately  42% of the  outstanding  Common  Stock of the  Company.  Mr. Lenz
currently pledges,  and intends to pledge in the future,  shares of Common Stock
owned by him as collateral  for loans.  If Mr. Lenz does not pay such loans when
due, the pledgee may have the right to sell the shares of Common  Stock  pledged
to it in satisfaction of Mr. Lenz's  obligations.  The sale or other disposition
of a  substantial  amount of such  shares of Common  Stock in the public  market
could  adversely  affect the prevailing  market price for the Common Stock.  Mr.
Lenz  retired as  Chairman  of the Board and a Director of the Company on August
28, 1995, and currently serves as a consultant to the Company. The Company filed
with  the  commission  various  shelf  registration   statements   covering  the
outstanding  shares of preferred shares and warrants and the 6,600,000 shares of
Common  Stock  which  may be  issuable  upon  conversion  or  exercise  as  such
securities. The sale or other disposition of a substantial number of such shares
of Common  Stock in the public  market  could  adversely  affect the  prevailing
market price for the Common Stock.

Restrictions on Dividends

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

The Company generates  hazardous and nonhazardous wastes in the normal course of
its operations.  As a result, the Company is subject to a wide range of federal,
state,  local and foreign  environmental  laws and  regulations,  including  the
Comprehensive  Environmental Response,  Compensation and Liability Act, that (i)
govern  activities or operations  that may have adverse  environmental  effects,
such as discharges to air and water, as well as handling and disposal  practices
for hazardous and nonhazardous  wastes,  and (ii) impose liability for the costs
of cleaning  up, and  certain  damages  resulting  from,  sites of past  spills,
disposals or other releases of hazardous  substances.  Compliance with such laws
and  regulations  has,  and  will,  require  expenditures  by the  Company  on a
continuing  basis.  The  Company  may also have  contingent  responsibility  for
liabilities of certain of its subsidiaries with respect to environmental matters
if such  subsidiaries  were to fail to discharge their obligations to the extent
that such  liabilities  arose  during  the  period in which  the  Company  was a
controlling shareholder.

Net Operating Loss Carryovers and Other Tax Issues

The Internal  Revenue  Service (the "IRS") is currently  examining the Company's
federal tax returns  for the years 1987  through  1989.  In December  1994,  the
Company received an examination  report from the IRS proposing a substantial tax
deficiency based on this examination. The examination report raises a variety of
issues,  including the Company's  substantiation  for certain  deductions  taken
during this period,  the Company's  utilization  of certain net  operating  loss
carryovers ("NOL's") and the availability of such NOL's to offset future taxable
income.  If the IRS were to prevail on all the issues raised,  the amount of the
tax assessment would be  approximately  $56 million plus interest and penalties.
If the Company were required to pay a significant portion of the assessment,  it
could  have a  material  adverse  impact on the  Company  and could  exceed  the
Company's  resources.  The  Company has filed its  administrative  appeal to the
examination  report.  Although management believes that the Company will be able
to provide adequate  documentation  for a substantial  portion of the deductions
questioned  by the IRS and that there is  substantial  support for the Company's
past and future utilization of the NOL's, the ultimate outcome of this matter is
subject to the  resolution  of  significant  legal and  factual  issues.  If the
Company's positions prevail on the most significant issues,  management believes
that the  amounts  due would not exceed  amounts  previously  paid or  provided;
however, even under such circumstances,  it is possible that the Company's NOL's
could be reduced to some extent.  No additional  accruals have been made for any
amounts which might be due as a result of this matter  because the possible loss
ranges from zero to $56 million  plus  interest and  penalties  and the ultimate
outcome cannot presently be determined or estimated.

In addition,  Randolph W. Lenz has retired as Chairman of the Company.  Although
his retirement  agreement places certain restrictions on his ability to sell his
shares of Common  Stock in the  Company,  in the event that Mr.  Lenz is able to
sell a  substantial  portion  of  his  shares  in the  Company,  such  sale,  in
combination  with the issuance of the Series A Warrants in December 20, 1993 and
subject to the effects of other changes in share ownership of the Company, could
result in a change in control for tax purposes. Such a change in control for tax
purposes could possibly result in a significant reduction in the amount of NOL's
available to the Company to offset future taxable income.

SEC Investigation

The  Securities  and Exchange  Commission  (the  "Commission")  in March of 1994
initiated a private investigation, which included the Company and certain of its
then  affiliates,  to determine  whether  violations  of certain  aspects of the
Federal  securities laws have taken place.  The Company is cooperating  with the
Commission in its investigation and it is not possible at this time to determine
the outcome of the Commission's investigation.  During 1995 the Company incurred
$0.3 million of legal fees and expenses on behalf of the Company,  directors and
executives of the Company and KCS. In general,  under the Company's by-laws, the
Company is obligated to indemnify  Officers and Directors,  for all  liabilities
arising  in the course of their  duties on behalf of the  Company.  To date,  no
Officer or Director has had legal  representation  separate  from the  Company's
legal   representation,   and  no   allocation   of  the  legal  fees  for  such
representation has been made.

Industry Cyclicality and Substantial Competition

Sales of products to be manufactured  and sold by the Company have  historically
been subject to substantial  cyclical variation extending over a number of years
based on general economic conditions.

The markets in which the Company  competes are highly  competitive.  The Company
must remain  competitive in the areas of quality,  price,  product line, ease of
use, safety,  comfort and customer  service.  Many of the Company's  competitors
have greater financial resources than the Company.

Foreign Operations

The  Company's  products  are sold in over 50  countries  around  the world and,
accordingly,  a substantial portion of the revenues of the Company are generated
in foreign  currencies,  while the costs associated with these revenues are only
partially incurred in the same currencies.  Consequently,  the Company has a net
exposure to fluctuations  between the U.S.  dollar and such foreign  currencies,
which impacts the financial  performance of the Company.  Although  revenues and
costs of the Company may be partially hedged, currency movements will impact the
Company's  financial  performance  in the  future.  In  addition,  international
operations are subject to a number of potential risks, including,  among others,
currency exchange controls,  transfer restrictions and rate fluctuations,  trade
barriers,   the  effects  of  income  and  withholding   tax,  and  governmental
expropriation.

                                 USE OF PROCEEDS

The shares of Common Stock covered  hereby are being  registered for the account
of the Selling  Stockholders.  Accordingly,  the Company will not receive any of
the proceeds from the sale of Common Stock by the Selling Stockholders.

                              SELLING STOCKHOLDERS

The shares of Common Stock covered by this  Prospectus are being  registered for
reoffers and resales by Selling Stockholders of the Company who may acquire such
shares pursuant to the exercise of options or restricted stock awards granted or
to be granted under the Incentive Plan. The Selling Stockholders named below may
resell all, a portion,  or none of the shares  that they  acquire or may acquire
pursuant to the exercise of options under the Plans.

Key employees  deemed to be "affiliates"  of the Company who acquire  registered
Common  Stock  under the Plans may be added to the Selling  Stockholders  listed
below from time to time, either by means of a post-effective amendment hereto or
by use of a prospectus  filed pursuant to Rule 424 under the Securities  Act. An
"affiliate"  is defined in Rule 405 under the  Securities  Act as a "person that
directly,  or indirectly  through one or more  intermediaries,  controls,  or is
controlled by, or is under common control with," the Company.
The following table shows the names of the Selling Stockholders, their positions
with the  Company,  the number of shares of Common Stock known by the Company to
be beneficially owned by them as of March 31, 1996, the number of shares covered
by this  Prospectus and the number of shares of Common Stock to be owned by each
Selling  Stockholder if such Selling  Stockholder were to sell all of his shares
of Common Stock covered by this Prospectus:

                                                                 Number of Shares
 Selling Stockholder      Position with      Number of Shares     Covered by this   Number of Shares to be
                           the  Company        Beneficially         Prospectus      Held After Offering(1)
                                                  Owned
Randolph W. Lenz (2)    None                        4,425,701(3)            -0-             4,425,701

Ronald M. DeFeo         Chief Executive                54,732(4)        45,000                 54,732
                        Officer, Chief
                        Operating Officer
                        and President

David J. Langevin       Executive Vice                128,675(5)            -0-               128,675
                        President

Ralph T. Brandifino     Senior Viceand                  9,050(6)            -0-                 9,050
                        Chief Financial
                        Officer

Marvin B. Rosenberg     Senior Vice                   111,475(7)            -0-               111,475
                        President and
                        General Counsel

Brian J. Henry          Vice President,                 5,875(8)            -0-                 5,875
                        Treasurer and
                        Director Investor
                        Relations

Joseph F. Apuzzo        Vice President                     91               -0-                    91
                        and Corporate
                        Controller

Steven E. Hooper        Vice President                  1,986(9)            -0-                 1,986

G. Chris Andersen       Director                       79,900(10)       45,000(15)             34,900

William H. Fike         Director                       37,500(11)       37,500(15)                  0

Bruce I. Raben          Director                      108,663(12)       45,000(15)             63,663

David A. Sachs          Director                       75,300(13)       42,500(15)             32,800

Adam E. Wolf            Director                       55,600(14)       27,500(15)             28,100
- -------------------
(1)  Assumes  that all  shares  covered by this  Prospectus  will be sold by the
     Selling  Stockholders and that no additional  shares are purchased and sold
     by any Selling Stockholder.

(2)  Mr. Lenz currently pledges, and intends to pledge in the future,  shares of
     the Common Stock owned by him as collateral for loans. If Mr. Lenz does not
     pay such loans when due,  the pledgee may have the right to sell the shares
     of  the  Common  Stock  pledged  to  it  in   satisfaction  of  Mr.  Lenz's
     obligations.  The sale of a significant amount of such pledged shares could
     result in a change of control of the Company.

(3)  Includes (a) 3,738,537  shares of Common Stock  directly owned by Mr. Lenz,
     (b) 10,750  shares of Common  Stock  issuable  upon the exercise of options
     exercisable  within 60 days and held by Mr.  Lenz,  (c)  573,414  shares of
     Common Stock indirectly owned by Mr. Lenz through four corporations that he
     indirectly  owns and  controls.  (d) 38,880  shares of Series B  Cumulative
     Redeemable  Convertible  Preferred  Stock (the "Series B Preferred  Stock")
     convertible  into  87,300  shares of Common  Stock and (e)  Series B Common
     Stock Purchase  Warrants (the Series B Warrants")  exercisable  into 15,700
     shares of Common Stock.

(4)  Includes  34,366  shares of Common  Stock  issuable  upon the  exercise  of
     options  exercisable  within 60 days.  Does not  include  45,000  shares of
     Restricted  Stock granted  under the Incentive  Plan as none of such shares
     have vested or will vest within 60 days.

(5)  Includes 6,850 shares of Common Stock issuable upon the exercise of options
     exercisable within 60 days.

(6)  Includes 5,300 shares of Common Stock issuable upon the exercise of options
     exercisable within 60 days.

(7)  Includes 5,650 shares of Common Stock issuable upon the exercise of options
     exercisable within 60 days.

(8)  Includes 1,250 shares of Common Stock issuable upon the exercise of options
     exercisable within 60 days.

(9)  Includes 1,250 shares of Common Stock issuable upon the exercise of options
     exercisable within 60 days.

(10) Includes  55,000  shares of Common  Stock  issuable  upon the  exercise  of
     options exercisable within 60 days.

(11) Includes  12,500  shares of Common  Stock  issuable  upon the  exercise  of
     options exercisable within 60 days.

(12) Includes  55,000  shares of Common  Stock  issuable  upon the  exercise  of
     options  exercisable  within 60 days.  Also includes 10,000 shares owned by
     Mr.  Raben's wife as to which Mr.  Raben does not have  dispotive or voting
     power and disclaims beneficial ownership.

(13) Includes  52,500  shares of Common  Stock  issuable  upon the  exercise  of
     options exercisable within 60 days.

(14) Includes  47,500  shares of Common  Stock  issuable  upon the  exercise  of
     options  exercisable  within 60 days.  Also  includes  800 shares of Common
     Stock in a  testamentary  trust for which Mr. Wolf has shared  voting power
     and  shared  investment  power and 200  shares of Common  Stock held by Mr.
     Wolf's wife for which he claims beneficial ownership.

(15) Includes only shares of Common Stock  issuable upon the exercise of options
     exercisable within 60 days.

(16) Includes  12,500  shares of Common  Stock  issuable  upon the  exercise  of
     options exercisable within 60 days.
PLAN OF DISTRIBUTION

Any shares of Common Stock sold pursuant to this  Prospectus will be sold by the
Selling  Stockholders  for their own accounts and they will receive all proceeds
from any such sales. The Company will receive none of the proceeds from the sale
of shares which may be offered hereby but may receive funds upon the exercise of
the options pursuant to which the Selling  Stockholders  will acquire the shares
covered  by this  Prospectus,  which  funds,  if any,  will be used for  working
capital.  The Selling  Stockholders have not advised the Company of any specific
plans  for the  distribution  of the  shares  of Common  Stock  covered  by this
Prospectus,  but, if and when shares are sold, it is anticipated that the shares
will be sold from time to time primarily in  transactions  on the New York Stock
Exchange at the market price then prevailing, although sales may also be made in
negotiated  transactions  or  otherwise,  at prices  related to such  prevailing
market price or otherwise.  If shares of Common Stock are sold through  brokers,
the Selling  Stockholders may pay customary  brokerage  commissions and charges.
The Selling  Stockholders  may effect such  transactions by selling shares to or
through broker-dealers,  and such broker-dealers may receive compensation in the
form of discounts,  concessions  or  commissions  from the Selling  Stockholders
and/or the purchasers of shares for whom such broker-dealers may act as agent or
to  whom  they  may  sell as  principal,  or both  (which  compensation  as to a
particular  broker-dealer  might be in excess  of  customary  commissions).  The
Selling Stockholders and any broker-dealers that act in connection with the sale
of the shares  offered  hereby might be deemed to be  "underwriters"  within the
meaning of Section 2(11) of the Securities Act, and any commissions  received by
them and any profit on the resale of shares as  principal  might be deemed to be
underwriting  discounts and  commissions  under such Act. Shares of Common Stock
covered  by this  Prospectus  also may be sold  pursuant  to Rule 144  under the
Securities Act rather than pursuant to this Prospectus.

                                  LEGAL MATTERS

The legality of the shares of Common Stock being offered  hereby is being passed
upon for the Company by Robinson Silverman Pearce Aronsohn & Berman, 1290 Avenue
of the Americas, New York, New York 10104.

                                     PART I

              INFORMATION REQUIRED IN THE SECTION 10(a) PROSPECTUS

Items 1 and 2.  Plan Information;  Registrant  Information  and 1996  Long  Term
                Incentive Plan Information

The document(s) containing the information specified in the instructions to Part
I of Form S-8 will be sent or given to  participants  in the  Terex  Corporation
1996  Long-Term  Incentive Plan as specified by Rule 428(b)(1) of the Securities
Act of 1933, as amended (the "Securities Act").

                                     PART II

               INFORMATION REQUIRED IN THE REGISTRATION STATEMENT

Item 3.  Incorporation of Documents by Reference

1.   The Company's  Annual  Report on Form 10-K for the year ended  December 31,
     1995, filed with the Commission on March 29, 1996.

2.   The Company's  Quarterly Report on Form 10-Q for fiscal quarter ended March
     31, 1996, filed with the Commission on May 15, 1996.

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

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

Item 4.  Description of Securities.

         Not applicable.

Item 5.  Interests of Named Experts and Counsel.

         Not applicable.

Item 6.  Indemnification of Directors and Officers.

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

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

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

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

Item 7.  Exemption from Registration Claimed.

         Not applicable.

Item 8.  Exhibits.

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

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

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

5.1  Opinion of Robinson Silverman Pearce Aronsohn & Berman regarding legality.

10.1 1996 Terex Corporation Long Term Incentive Plan  (incorporated by reference
     to  Exhibit  10.4 of the  Amendment  No.  5 to the  Form  S-1  Registration
     Statement of Terex Corporation Registration No. 33-52711).

23.1 Independent Accountants' Consent of Price Waterhouse LLP.

24.1 Power  of  Attorney.

Item 9.  Undertakings.

1.   The undersigned registrant hereby undertakes:

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

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

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

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

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

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

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

2.   The undersigned  registrant hereby further 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 Section 15(d) of
     the Exchange  Act that is  incorporated  by reference in this  Registration
     Statement shall be deemed to be a new  registration  statement  relating to
     the securities offered therein, and the offering of such securities at that
     time shall be deemed to be the initial bona fide offering thereof.

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

Pursuant to the  requirements  of the  Securities  Act of 1933, as amended,  the
Registrant  has duly  caused  this  Registration  Statement  to be signed on its
behalf by the undersigned,  thereunto duly authorized, in Westport, Connecticut,
on the 17th day of May, 1996.

                               TEREX CORPORATION

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

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

     Signature                    Title                              Date

/s/Ronald M. DeFeo*     President, Chief Executive Officer,        May 17, 1996
Ronald M. DeFeo          Chief Operating Officer and Director
                         (Principal Executive Officer)

/s/Ralph T. Brandifino* Senior Vice President,                     May 17, 1996
Ralph T. Brandifino      Chief Financial Officer
                         (Principal Financial Officer)

/s/Joseph F. Apuzzo*    Vice President Finance and Controller      May 17, 1996
Joseph F. Apuzzo         (Principal Accounting Officer)

/s/Marvin B. Rosenberg  Senior Vice President, General Counsel,    May 17, 1996
Marvin B. Rosenberg      Secretary and Director

/s/G. Chris Andersen*   Director                                   May 17, 1996
G. Chris Andersen

/s/William H. Fike*     Director                                   May 17, 1996
William H. Fike

/s/Bruce I. Raben*      Director                                   May 17, 1996
Bruce I. Raben

/s/David A. Sachs*      Director                                   May 17, 1996
David A. Sachs

/s/Adam E. Wolf*        Director                                   May 17, 1996
Adam E. Wolf

* By: /s/ Marvin B. Rosenberg
      Marvin B. Rosenberg
      Attorney-in-Fact
EXHIBIT INDEX

                                                                    Page Number
                                                                     in Signed 
Exhibit                   Description                               Registration
No.                                                                   Statement

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

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

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

 5.1      Opinion of Robinson Silverman Pearce Aronsohn & Berman LLP
                             regarding legality.

10.1   1996 Terex Corporation Long Term Incentive Plan (incorporated by
       reference to Exhibit 10.4 of the Amendment No. 5 to the Form S-1
     Registration Statement of Terex Corporation Registration No. 33-52711).

23.1   Independent Accountants' Consent of Price Waterhouse LLP.

24.1   Power of Attorney.