As filed with the Securities and Exchange Commission on May 17, 2002.

                                                      Registration No. ___-_____

                       SECURITIES AND EXCHANGE COMMISSION
                             Washington, D.C. 20549




                                    FORM S-8

                             REGISTRATION STATEMENT
                                      UNDER
                           THE SECURITIES ACT OF 1933



                                TEREX CORPORATION

             (Exact name of Registrant as specified in its charter)

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

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

                      Terex Corporation 2000 Incentive Plan
                            (Full Title of the Plan)
                     ---------------------------------------

                               Eric I Cohen, Esq.
                                Terex Corporation
                               500 Post Road East
                           Westport, Connecticut 06880
                                 (203) 222-7170
            (Name, address, including zip code, and telephone number,
                   including area code, of agent for service)

<TABLE>
<CAPTION>

                                                CALCULATION OF REGISTRATION FEE
===================================== ===================== ===================== ======================== ====================
              Title of                       Amount               Proposed               Proposed               Amount of
    Securities to be Registered         to be Registered          Maximum                 Maximum           Registration Fee
                                                               Offering Price            Aggregate
                                                                  Per Unit            Offering Price
------------------------------------- --------------------- --------------------- ------------------------ --------------------
<S>                                   <C>                       <C>    <C>             <C>         <C>          <C>    <C>
Common Stock, par value $.01 per      1,500,000 shares          $23.29 (1)             $34,935,000 (1)          $3,220 (1)
share
===================================== ===================== ===================== ======================== ====================
</TABLE>

(1)      Pursuant to Rule 457(c) and Rule 457(h)(1) under the Securities Act of
         1933, as amended, the proposed maximum offering price and the
         registration fee are based on the average of the high and low prices
         per share of the Registrant's Common Stock reported on the New York
         Stock Exchange Composite Tape on May 10, 2002.


<PAGE>

                                     PART I

                  INFORMATION REQUIRED IN THE 10(a) PROSPECTUS

         The documents containing the information specified in this Part I will
be sent or given to all participants in the Terex Corporation 2000 Incentive
Plan (the "Plan") as specified by Rule 428(b)(1) under the Securities Act of
1933, as amended (the "Securities Act"). Such documents are not filed with the
Securities and Exchange Commission (the "SEC") either as part of this
Registration Statement or as prospectuses or prospectus supplements pursuant to
Rule 424 under the Securities Act. These documents and the documents
incorporated by reference in this Registration Statement pursuant to Item 3 of
Part II of this Registration Statement, taken together, constitute a prospectus
that meets the requirements of Section 10(a) of the Securities Act.

                                     PART II

               INFORMATION REQUIRED IN THE REGISTRATION STATEMENT

Item 3.  Incorporation of Documents by Reference

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

         We incorporate by reference the documents listed below that we have
filed previously with the SEC under the Securities Exchange Act of 1934, as
amended (the "Exchange Act"), and any future filings we make with the SEC under
Sections 13(a), 13(c), 14 and 15(d) of the Exchange Act prior to the filing of a
post-effective amendment to this Registration Statement which indicates that all
of our common stock, par value $0.01 per share ("Common Stock"), offered hereby
has been sold or which deregisters all of the Common Stock offered hereby that
remains unsold:

(a)  Our Annual Report on Form 10-K for the year ended December 31, 2001;

(b)  Our Quarterly Report on Form 10-Q for the quarter ended March 31, 2002;

(c)  Our Current  Report on Form 8-K dated  December 28, 2001 (filed January 15,
     2002);

(d)  Our Current Report on Form 8-K dated April 18, 2002 (filed April 18, 2002);

(e)  Our Notice of Annual  Meeting of  Stockholders  and Proxy  Statement  dated
     April 1, 2002; and

(f)  The description of our Common Stock contained in our Registration Statement
     on Form 8-A dated  February 22,  1991,  including  any  amendment or report
     filed with the SEC for the purpose of updating such description.

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

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

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

                                       2
<PAGE>
Item 4.  Description of Securities

         Not applicable.

Item 5.  Interests of Named Experts and Counsel

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

Item 6.  Indemnification of Directors and Officers

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

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

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

         Finally, the Company's Restated Certificate of Incorporation, as
amended, contains a provision that eliminates the personal liability of a
director to the Company and its stockholders for certain breaches of his or her
fiduciary duty of care as a director. This provision does not, however,
eliminate or limit the personal liability of a director (i) for any breach of
such director's "duty of loyalty" (as further defined therein) to the Company or
its stockholders, (ii) for acts or omissions not in "good faith" (as further
defined therein) or which involve intentional misconduct or a knowing violation
of law, (iii) under Section 174 of the DGCL, relating in general to the willful
or negligent payment of an illegal dividend or the authorization of an unlawful
stock repurchase or redemption, or (iv) for any transaction from which the
director derived an improper personal profit to the extent of such profit. This
provision of the Restated Certificate of Incorporation offers persons who serve
on the Board of Directors of the Company protection against awards of monetary
damages resulting from negligent (except as indicated above) and "grossly"
negligent actions taken in the performance of their duty of care, including
grossly negligent business decisions made in connection with takeover proposals
for the Company. As a result of this provision, the ability of the Company or a
stockholder thereof to successfully prosecute an action against a director for a
breach of his duty of care has been limited. However, the provision does not
affect the availability of equitable remedies such as an injunction or
rescission based upon a director's breach of his duty of care. Although the
validity and scope of Section 145 of the DGCL has not been tested in court, the
SEC has taken the position that the provision will have no effect on claims
arising under the Federal securities laws.

                                       3
<PAGE>
         The Company maintains a directors' and officers' insurance policy which
insures the officers and directors of the Company from any claim arising out of
an alleged wrongful act by such persons in their respective capacities as
officers and directors of the Company.

Item 7.  Exemption from Registration Claimed

         Not applicable.

Item 8.  Exhibits

         4.1      Restated  Certificate of  Incorporation  of Terex  Corporation
                  (incorporated  by  reference  to  Exhibit  3.1 to the Form S-1
                  Registration  Statement  of  Terex  Corporation,  Registration
                  Number 33-52297).

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

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

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

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

         23.1     Consent of PricewaterhouseCoopers LLP.

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

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

Item 9.  Undertakings

         a.       The undersigned Registrant hereby undertakes:

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

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

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

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

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

                                       4
<PAGE>


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

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

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

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



                                       5
<PAGE>



                                   SIGNATURES

Pursuant to the requirements of the Securities Act of 1933, the Registrant
certifies that it has reasonable grounds to believe that it meets all of the
requirements for filing a Form S-8 and has duly caused this Registration
Statement to be signed on its behalf by the undersigned, thereunto duly
authorized, in Westport, Connecticut, on May 17, 2002.

                                 TEREX CORPORATION

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

                                POWER OF ATTORNEY

KNOW ALL MEN BY THESE PRESENTS, that each person whose signature appears below
hereby constitutes and appoints Ronald M. DeFeo or Eric I Cohen, his true and
lawful attorney-in-fact and agent, with full power of substitution and
resubstitution, for him and in his name, place and stead, in any and all
capacities, to sign any and all amendments (including post-effective amendments)
to this registration statement, and to file the same, with exhibits thereto, and
other documents in connection therewith, with the Securities and Exchange
Commission, granting unto said attorney-in-fact and agent full power and
authority to do and perform each and every act and thing requisite and necessary
to be done, as fully to all intents and purposes as he might or could do in
person, hereby ratifying and confirming all that said attorney-in-fact and agent
or either of them, or their or his substitute or substitutes, may lawfully do or
cause to be done by virtue hereof.

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

/s/ Ronald M. DeFeo           Chairman, Chief Executive Officer     May 17, 2002
-------------------            and Director
Ronald M. DeFeo               (Principal Executive Officer)

/s/ Joseph F. Apuzzo          Chief Financial Officer               May 17, 2002
--------------------
Joseph F. Apuzzo              (Principal Financial Officer)

/s/ Mark Cohen                Controller                            May 17, 2002
--------------
Mark Cohen                    (Principal Accounting Officer)

/s/ G. Chris Andersen         Director                              May 17, 2002
---------------------
G. Chris Andersen

/s/ Don DeFosset              Director                              May 17, 2002
----------------
Don DeFosset

_______________               Director
William H. Fike

/s/ Dr. Donald P. Jacobs      Director                              May 17, 2002
------------------------
Dr. Donald P. Jacobs

/s/ Marvin B. Rosenberg       Director                              May 17, 2002
-----------------------
Marvin B. Rosenberg

/s/ David A. Sachs            Director                              May 17, 2002
------------------
David A. Sachs



                                       6
<PAGE>



                                  EXHIBIT INDEX


Exhibit Number             Description                                      Page

4.1  Restated Certificate of Incorporation of Terex Corporation
     (incorporated by reference to Exhibit 3.1 to the Form S-1 Registration
     Statement of Terex Corporation, Registration Number 33-52297).

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

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

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

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

23.1 Consent of PricewaterhouseCoopers LLP.                                    9

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

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







                                       7
[{"type": "S-8", "sequence": "1", "filename": "s8-0502.txt", "description": "S-8 REGISTRATION STATEMENT MAY 2002", "secsgml_size_bytes": 24007}]
{"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": "333-88510", "film-number": "02655652"}, "business-address": {"street1": "500 POST ROAD EAST", "street2": "STE 320", "city": "WESTPORT", "state": "CT", "zip": "06880", "phone": "2032227170"}, "mail-address": {"street1": "500 POST ROAD EAST", "street2": "STE 320", "city": "WESTPORT", "state": "CT", "zip": "06880"}, "former-company": {"former-conformed-name": "BLACK MAMMOTH CONSOLIDATED MINING CO", "date-changed": "19671002"}}
As filed with the Securities and Exchange Commission on May 17, 2002.

                                                      Registration No. ___-_____

                       SECURITIES AND EXCHANGE COMMISSION
                             Washington, D.C. 20549

                                    FORM S-8

                             REGISTRATION STATEMENT
                                      UNDER
                           THE SECURITIES ACT OF 1933

                                TEREX CORPORATION

             (Exact name of Registrant as specified in its charter)

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

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

                      Terex Corporation 2000 Incentive Plan
                            (Full Title of the Plan)
                     ---------------------------------------

                               Eric I Cohen, Esq.
                                Terex Corporation
                               500 Post Road East
                           Westport, Connecticut 06880
                                 (203) 222-7170
            (Name, address, including zip code, and telephone number,
                   including area code, of agent for service)
CALCULATION OF REGISTRATION FEE
===================================== ===================== ===================== ======================== ====================
              Title of                       Amount               Proposed               Proposed               Amount of
    Securities to be Registered         to be Registered          Maximum                 Maximum           Registration Fee
                                                               Offering Price            Aggregate
                                                                  Per Unit            Offering Price
------------------------------------- --------------------- --------------------- ------------------------ --------------------
Common Stock, par value $.01 per      1,500,000 shares          $23.29 (1)             $34,935,000 (1)          $3,220 (1)
share
===================================== ===================== ===================== ======================== ====================
(1)      Pursuant to Rule 457(c) and Rule 457(h)(1) under the Securities Act of
         1933, as amended, the proposed maximum offering price and the
         registration fee are based on the average of the high and low prices
         per share of the Registrant's Common Stock reported on the New York
         Stock Exchange Composite Tape on May 10, 2002.
PART I

                  INFORMATION REQUIRED IN THE 10(a) PROSPECTUS

         The documents containing the information specified in this Part I will
be sent or given to all participants in the Terex Corporation 2000 Incentive
Plan (the "Plan") as specified by Rule 428(b)(1) under the Securities Act of
1933, as amended (the "Securities Act"). Such documents are not filed with the
Securities and Exchange Commission (the "SEC") either as part of this
Registration Statement or as prospectuses or prospectus supplements pursuant to
Rule 424 under the Securities Act. These documents and the documents
incorporated by reference in this Registration Statement pursuant to Item 3 of
Part II of this Registration Statement, taken together, constitute a prospectus
that meets the requirements of Section 10(a) of the Securities Act.

                                     PART II

               INFORMATION REQUIRED IN THE REGISTRATION STATEMENT

Item 3.  Incorporation of Documents by Reference

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

         We incorporate by reference the documents listed below that we have
filed previously with the SEC under the Securities Exchange Act of 1934, as
amended (the "Exchange Act"), and any future filings we make with the SEC under
Sections 13(a), 13(c), 14 and 15(d) of the Exchange Act prior to the filing of a
post-effective amendment to this Registration Statement which indicates that all
of our common stock, par value $0.01 per share ("Common Stock"), offered hereby
has been sold or which deregisters all of the Common Stock offered hereby that
remains unsold:

(a)  Our Annual Report on Form 10-K for the year ended December 31, 2001;

(b)  Our Quarterly Report on Form 10-Q for the quarter ended March 31, 2002;

(c)  Our Current  Report on Form 8-K dated  December 28, 2001 (filed January 15,
     2002);

(d)  Our Current Report on Form 8-K dated April 18, 2002 (filed April 18, 2002);

(e)  Our Notice of Annual  Meeting of  Stockholders  and Proxy  Statement  dated
     April 1, 2002; and

(f)  The description of our Common Stock contained in our Registration Statement
     on Form 8-A dated  February 22,  1991,  including  any  amendment or report
     filed with the SEC for the purpose of updating such description.

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

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

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

                                       2
Item 4.  Description of Securities

         Not applicable.

Item 5.  Interests of Named Experts and Counsel

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

Item 6.  Indemnification of Directors and Officers

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

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

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

         Finally, the Company's Restated Certificate of Incorporation, as
amended, contains a provision that eliminates the personal liability of a
director to the Company and its stockholders for certain breaches of his or her
fiduciary duty of care as a director. This provision does not, however,
eliminate or limit the personal liability of a director (i) for any breach of
such director's "duty of loyalty" (as further defined therein) to the Company or
its stockholders, (ii) for acts or omissions not in "good faith" (as further
defined therein) or which involve intentional misconduct or a knowing violation
of law, (iii) under Section 174 of the DGCL, relating in general to the willful
or negligent payment of an illegal dividend or the authorization of an unlawful
stock repurchase or redemption, or (iv) for any transaction from which the
director derived an improper personal profit to the extent of such profit. This
provision of the Restated Certificate of Incorporation offers persons who serve
on the Board of Directors of the Company protection against awards of monetary
damages resulting from negligent (except as indicated above) and "grossly"
negligent actions taken in the performance of their duty of care, including
grossly negligent business decisions made in connection with takeover proposals
for the Company. As a result of this provision, the ability of the Company or a
stockholder thereof to successfully prosecute an action against a director for a
breach of his duty of care has been limited. However, the provision does not
affect the availability of equitable remedies such as an injunction or
rescission based upon a director's breach of his duty of care. Although the
validity and scope of Section 145 of the DGCL has not been tested in court, the
SEC has taken the position that the provision will have no effect on claims
arising under the Federal securities laws.

                                       3
The Company maintains a directors' and officers' insurance policy which
insures the officers and directors of the Company from any claim arising out of
an alleged wrongful act by such persons in their respective capacities as
officers and directors of the Company.

Item 7.  Exemption from Registration Claimed

         Not applicable.

Item 8.  Exhibits

         4.1      Restated  Certificate of  Incorporation  of Terex  Corporation
                  (incorporated  by  reference  to  Exhibit  3.1 to the Form S-1
                  Registration  Statement  of  Terex  Corporation,  Registration
                  Number 33-52297).

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

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

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

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

         23.1     Consent of PricewaterhouseCoopers LLP.

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

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

Item 9.  Undertakings

         a.       The undersigned Registrant hereby undertakes:

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

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

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

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

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

                                       4
(2)      That, for the purpose of determining any liability
                           under the Securities Act, each such post-effective
                           amendment shall be deemed to be a new registration
                           statement relating to the securities offered therein,
                           and the offering of such securities at that time
                           shall be deemed to be the initial bona fide offering
                           thereof.

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

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

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

                                       5
SIGNATURES

Pursuant to the requirements of the Securities Act of 1933, the Registrant
certifies that it has reasonable grounds to believe that it meets all of the
requirements for filing a Form S-8 and has duly caused this Registration
Statement to be signed on its behalf by the undersigned, thereunto duly
authorized, in Westport, Connecticut, on May 17, 2002.

                                 TEREX CORPORATION

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

                                POWER OF ATTORNEY

KNOW ALL MEN BY THESE PRESENTS, that each person whose signature appears below
hereby constitutes and appoints Ronald M. DeFeo or Eric I Cohen, his true and
lawful attorney-in-fact and agent, with full power of substitution and
resubstitution, for him and in his name, place and stead, in any and all
capacities, to sign any and all amendments (including post-effective amendments)
to this registration statement, and to file the same, with exhibits thereto, and
other documents in connection therewith, with the Securities and Exchange
Commission, granting unto said attorney-in-fact and agent full power and
authority to do and perform each and every act and thing requisite and necessary
to be done, as fully to all intents and purposes as he might or could do in
person, hereby ratifying and confirming all that said attorney-in-fact and agent
or either of them, or their or his substitute or substitutes, may lawfully do or
cause to be done by virtue hereof.

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

/s/ Ronald M. DeFeo           Chairman, Chief Executive Officer     May 17, 2002
-------------------            and Director
Ronald M. DeFeo               (Principal Executive Officer)

/s/ Joseph F. Apuzzo          Chief Financial Officer               May 17, 2002
--------------------
Joseph F. Apuzzo              (Principal Financial Officer)

/s/ Mark Cohen                Controller                            May 17, 2002
--------------
Mark Cohen                    (Principal Accounting Officer)

/s/ G. Chris Andersen         Director                              May 17, 2002
---------------------
G. Chris Andersen

/s/ Don DeFosset              Director                              May 17, 2002
----------------
Don DeFosset

_______________               Director
William H. Fike

/s/ Dr. Donald P. Jacobs      Director                              May 17, 2002
------------------------
Dr. Donald P. Jacobs

/s/ Marvin B. Rosenberg       Director                              May 17, 2002
-----------------------
Marvin B. Rosenberg

/s/ David A. Sachs            Director                              May 17, 2002
------------------
David A. Sachs

                                       6
EXHIBIT INDEX

Exhibit Number             Description                                      Page

4.1  Restated Certificate of Incorporation of Terex Corporation
     (incorporated by reference to Exhibit 3.1 to the Form S-1 Registration
     Statement of Terex Corporation, Registration Number 33-52297).

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

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

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

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

23.1 Consent of PricewaterhouseCoopers LLP.                                    9

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

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

                                       7