<PAGE>






                               November 23, 1994






SECURITIES AND EXCHANGE COMMISSION
450 Fifth Street, N.W.
Washington, D.C. 20549

                        Re:  Clark Equipment Company
                             Registration Statement on Form S-8
                             __________________________________


Ladies and Gentlemen:

      Enclosed for filing with you on behalf of Clark Equipment Company, a
Delaware corporation (the "Company"), pursuant to the Securities Act of 1933,
as amended, via a direct transmission to the EDGAR system, is the Company's
registration statement on Form S-8 relating to the Company's Stock Purchase
Plan for Non-Employee Directors and its Stock Grant Plan for Non-Employee
Directors.  

     Pursuant to Rule 202.3a, the $410.81 filing fee has been sent by wire
transfer to the U.S. Treasury designated lockbox depository at the Mellon Bank
in Pittsburgh, PA.  

     Please direct any comments or questions with regard to the above-
referenced proxy statement to me at (312) 701-7960.

                                                Very Truly Yours,


                                                Michael L. Hermsen
Enclosure

<PAGE>
             As filed with the Securities and Exchange Commission
                             on November 23, 1994
                                                        File No. 33-          
==============================================================================


                      SECURITIES AND EXCHANGE COMMISSION
                            Washington, D.C. 20549

                           _________________________

                                   FORM S-8
                            REGISTRATION STATEMENT
                                     Under
                          THE SECURITIES ACT OF 1933
                           _________________________


                            CLARK EQUIPMENT COMPANY
            (Exact Name of Registrant as Specified in its Charter)

                  Delaware                      38-0425350
      (State or Other Jurisdiction              (I.R.S. Employer 
      of Incorporation or Organization)         Identification No.)

      100 North Michigan Street
      P.O. Box 7008
      South Bend, Indiana                         46634
      (Address of Principal Executive Offices)    (Zip Code)


                Stock Purchase Plan for Non-Employee Directors
                                    and
                 Stock Grant Plan for Non-Employee Directors
                           (Full Title of the Plans)

                               Bernard D. Henely
                 Vice President, General Counsel and Secretary
                            Clark Equipment Company
                           100 North Michigan Street
                                 P.O. Box 7008
                           South Bend, Indiana  46634
                    (Name and Address of Agent For Service)

                                (219) 239-0145
         (Telephone Number, Including Area Code, of Agent For Service)
                          ______________________________


<TABLE>
<CAPTION>
                           CALCULATION OF REGISTRATION FEE
_____________________________________________________________________________

Title of                        Proposed        Proposed          Amount 
Securities        Amount        Maximum         Maximum           of
to be             to be         Offering Price  Aggregate         Registration
Registered        Registered    Per Share*      Offering Price*   Fee
_____________________________________________________________________________
<S>               <C>           <C>            <C>               <C>


Common Stock, 
par value
$7.50 per 
share....         21,298        $55.9375       $1,191,356.80      $410.81
______________________________________________________________________________

*   Pursuant to Rule 457(h)(1), computed on the basis of the average of the
    high and low prices of the Registrant's Common Stock as reported on the 
    New York Stock Exchange on November 22, 1994.  
</TABLE>
===============================================================================

PROSPECTUS
November 23, 1994


                                21,298 Shares

                            CLARK EQUIPMENT COMPANY

                                 Common Stock



All of the shares of Common Stock, par value $7.50 per share (the "Common 
Stock" or the "Shares"),  of Clark Equipment Company (the "Company") offered 
hereby are being offered and sold by certain stockholders (the "Selling 
Stockholders") of the Company.

The Common Stock is listed on the New York Stock Exchange, Inc. (the "NYSE").

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 COM-
MISSION PASSED UPON THE ACCURACY OR ADEQUACY OF THIS PROSPECTUS.  
ANY REPRESENTATION TO THE CONTRARY IS A CRIMINAL OFFENSE.

      All or a portion of the shares of Common Stock may be sold, from time to 
time, on the NYSE, pursuant to this Prospectus or in exempt transactions under 
Rule 144 ("Rule 144") under the Securities Act of 1933, as amended (the 
"Securities Act"), or otherwise, at prices and terms then obtainable.  All 
brokers' commissions or discounts will be paid by the Selling Stockholder in 
the transaction.  The proceeds from any such sale will go solely to the Selling

Stockholder in the transaction.

      No person is authorized in connection with any offering made hereby to 
give any information or to make any representation not contained in this 
Prospectus, and, if given or made, such information or representation must not 
be relied upon as having been authorized by the Company or any Selling 
Stockholder.  This Prospectus does not constitute an offer to sell or a 
solicitation of an offer to buy any security other than the Common Stock 
offered hereby, nor does it constitute an offer to sell or a solicitation of an

offer to buy any of the securities offered hereby to any person in any 
jurisdiction in which it is unlawful to make such an offer or solicitation to 
such person.  Neither the delivery of this Prospectus nor any sale made 
hereunder shall under any circumstance create any implication that the 
information contained herein is correct as of any date subsequent to the date 
hereof.


                             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") and with the NYSE.  
Such reports, proxy statements and other information concerning the Company may
be inspected and copied at the Public Reference Section of the Commission at 
450 Fifth Street, N.W., Washington, D.C. 20549, and at the Commission's 
Regional Offices located at Seven World Trade Center, New York, New York 10048 
and at 500 West Madison Street, Chicago, Illinois 60661.  Copies of such 
material can be obtained from the Public Reference Section of the Commission, 
450 Fifth Street, N.W., Washington, D.C. 20549, at prescribed rates.  In 
addition, such materials may be inspected at the offices of the NYSE, 20 Broad 
Street, New York, New York 10005.

      The Company has filed with the Commission a registration statement on 
Form S-8 (herein, together with all amendments and exhibits, referred to as the
"Registration Statement") under the Securities Act.  This Prospectus does not 
contain all of the information set forth in the Registration Statement, certain
parts of which are omitted in accordance with the rules and regulations of the 
Commission.  For further information, reference is hereby made to the 
Registration Statement which may be inspected and copied in the manner and at 
the sources described above.


                INCORPORATION OF CERTAIN DOCUMENTS BY REFERENCE

      The following documents filed by the Company with the Commission pursuant
to the Exchange Act are incorporated herein by reference:

      (1)   The Company's Report on Form 10-K for the year ended December 31, 
            1993;

      (2)   The Company's Quarterly Reports on Form 10-Q for the quarters ended

            March 31, 1994, June 30, 1994 and September 30, 1994;

      (3)   The Company's Reports on Form 8-K dated January 26, 1994, April 20,
            1994, April 25, 1994, May 16, 1994, May 27, 1994 (two reports), 
            July 27, 1994 (two reports), September 8, 1994, September 13, 1994,

            September 23, 1994 and October 26, 1994, and Reports on Form 8-KA 
            dated January 26, 1994 and July 27, 1994; and

      (4)   The description of Common Stock included in the Company's 
            Registration Statement filed under Section 12 of the Exchange Act, 
            including any amendment or report filed for the purpose of updating

            such description.

      All documents subsequently filed by the Company pursuant to Sections 
13(a), 13(c), 14 and 15(d) of the Exchange Act subsequent to the date of this 
Prospectus and prior to the termination of the offering shall be deemed to be 
incorporated by reference in this Prospectus and to be a part hereof from the 
date of 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 subsequently filed document which also is, or is 
deemed to be, incorporated by reference herein modifies or supersedes such 
statement.  Any such statement so modified or superseded shall not be deemed, 
except as so modified or superseded, to constitute a part of this Prospectus.

      The Company hereby undertakes to provide without charge to each person to
whom a copy of this Prospectus has been delivered, on the written or oral 
request of such person, a copy of any or all of the documents referred to above
which have been, or may be, incorporated in this Prospectus by reference, other
than exhibits to such documents, unless such exhibits are specifically 
incorporated by reference into such documents.  Requests for such copies should
be directed to Treasurer, Clark Equipment Company, 100 North Michigan Street, 
P.O. Box 7008, South Bend, Indiana 46634 (telephone:  (219) 239-0182).




                               TABLE OF CONTENTS

                                Page                                       Page
Available Information.............2      Use of Proceeds.....................5
Incorporation of Certain                 Plan of Distribution................5
  Documents by Reference..........2      Selling Stockholders................5
The Company.......................4






                                  THE COMPANY

      Clark Equipment Company (the "Company") is engaged in the design, 
manufacture and sale of skid steer loaders, construction machinery, asphalt 
paving equipment and axles and transmissions for off-highway equipment.  

      Skid steer loaders, mini-excavators and a limited line of other 
agriculture equipment are manufactured for sale, principally under the 
trademarks "Melroe" and "Bobcat" (each a registered trademark of Clark 
Equipment Company), to a wide variety of users.  These products are 
primarily sold through a network of independent distributors.

      The Company's construction machinery business is conducted by VME Group 
N.V., a joint venture which is owned 50% by the Company and 50% by AB Volvo.  
The Company's share of the joint venture's earnings is included in the 
Company's financial statements on an equity basis.

      Asphalt paving equipment is sold by the Company's subsidiary Blaw-Knox 
Construction Equipment Corporation under the "Blaw-Knox" trademark.  These 
products are primarily sold through a network of independent distributors.

      Axles and transmissions for off-highway equipment are manufactured by the
Company for sale to the agricultural and industrial equipment, road building 
and construction machinery industries.  Clark axles and transmissions are sold 
by the Company directly to customers by employee sales representatives, and 
through manufacturer's representatives.

      The Company maintains a large modern central parts warehouse in Chicago, 
which, in conjunction with a communications network and electronic data 
processing equipment, provide expeditious shipment of customers' and dealers' 
orders for repair and replacement parts for the Melroe and VME products.

      The Company's products are manufactured in the United States, Belgium, 
Italy and England.  In addition, the Company's products are manufactured by 
licensees of the Company in Australia and South Africa.

      The Company was previously involved in the manufacture and sale of 
transmissions for on-highway trucks through its wholly-owned subsidiary Clark 
Automotive Products Corporation (now known as CAPCO Automotive Products 
Corporation and hereinafter referred to as "CAPCO") and its two wholly-owned 
Brazilian subsidiaries, CAPCO do Brasil Empreendimentos e Participacoes Ltda. 
and Equipamentos Clark Ltda.  On May 13, 1994, the Company completed an initial
public offering of the stock of CAPCO.  Following completion of the offering, 
the Company retained 1,000,000 shares of the stock of CAPCO, representing 
approximately 9% of CAPCO's outstanding shares.

      The Company conducts its domestic and foreign operations under highly 
competitive conditions and its business is subject to cyclical influences and 
other factors.  The customers for most of the Company's products are 
commercial, industrial or farm users who use the products in business for 
profit.  Product performance and parts and service availability are primary 
considerations for these customers in the choice among competing products.  
Availability of rental and financing programs and warranty policies are also 
important considerations.

      The Company is a Delaware corporation which is the successor to certain 
corporations, the first of which was organized on December 24, 1902.  The 
Company maintains its principal executive offices at 100 North Michigan Street,
P.O. Box 7008, South Bend, Indiana 46634, and its telephone number is (219) 
239-0100.


                                USE OF PROCEEDS

      The Company will not receive any proceeds from the sale of the shares of 
Common Stock offered hereby.


                             PLAN OF DISTRIBUTION


      All or a portion of the shares of Common Stock may be sold, from time to 
time, on the NYSE, pursuant to this Prospectus or in exempt transactions under 
Rule 144, or otherwise, at prices and terms then obtainable.  All brokers' 
commissions or discounts will be paid by the Selling Stockholder in the 
transaction.  The proceeds from any such sale will go solely to the Selling 
Stockholder in the transaction.


                             SELLING STOCKHOLDERS

      Certain unnamed Selling Stockholders that are not affiliates of the 
Company may use this prospectus for reoffers and resales of up to 1,000 shares 
of Common Stock.  Set forth below is (i) the name and position or last position

with the Company of certain Selling Stockholders, (ii) the number of shares of 
Common Stock held by each such Selling Stockholder prior to this Offering, 
(iii) the number of shares of Common Stock offered hereby by each such Selling 
Stockholder, (iv) the number of shares of Common Stock to be owned by each such

Selling Stockholder after the offering and (v) the percentage of Common Stock 
to be owned by each such Selling Stockholder after the offering:


<TABLE>
<CAPTION>
                                Number of   Number of   Number of   Percentage
                                  Shares      Shares     Shares      Ownership
                                Owned Prior  Offered     Owned       After the
                    Job           to the     Hereby     After the    Offering
Name                Title        Offering               Offering<F2>

<S>                  <C>          <C>         <C>        <C>           <C>

James C. Chapman    Director      1,050        622          428         *

Donald N. Frey      Director      8,384      5,022        3,362         *   

James A.D. Geier    Director      7,455      5,379        2,076         *   

Gaynor N. Kelley    Director      4,827      3,518        1,309         * 

Ray B. Mundt        Director      9,668      4,764        4,904         *  

Dieter H. Stinnes   Former        2,193      1,993          200         *

_____________________

*     Less than 1%.

<F2>  Includes certain shares which will be offered pursuant to a Registration 
      Statement on Form S-8 covering the Company's Stock Acquisition Plan for 
      Non-Employee Directors.
</TABLE>
                                    PART II


                            INFORMATION REQUIRED IN
                          THE REGISTRATION STATEMENT

Item 3.  Incorporation of Documents by Reference.

      The following documents, which have heretofore been filed by Clark 
Equipment Company, a Delaware corporation (the "Company"), with the Securities 
and Exchange Commission pursuant to the Securities Exchange Act of 1934, as 
amended (the "Exchange Act"), File No. 1-5646, are incorporated by reference 
herein and shall be deemed to be a part hereof:

      (a)   The Company's Report on Form 10-K for the year ended December 31, 
            1993.

      (b)   Quarterly Reports on Forms 10-Q for the quarters ended March 31, 
            1994, June 30, 1994 and September 30, 1994.

      (c)   Current Reports on Forms 8-K, dated January 26, 1994, April 20, 
            1994, April 25, 1994, May 16, 1994, May 27, 1994 (two reports), and
            July 27, 1994 (two reports), September 8, 1994, September 13, 1994,
            September 23, 1994 and October 26, 1994, and Forms 8-KA dated 
            January 26, 1994 and July 27, 1994.

      (d)   The description of Common Stock included in the Company's 
            Registration Statement filed under Section 12 of the Exchange Act, 
            including any amendment or report filed for the purpose of updating
            such description.

      All documents subsequently filed by the Company pursuant to Sections 
13(a), 13(c), 14 and 15(d) of the Exchange Act, prior to the filing of a 
post-effective amendment which indicates that all securities offered have been 
sold or which deregisters all securities then remaining unsold, shall be deemed
to be incorporated herein by reference and shall be deemed a part hereof from 
the date of filing of such documents.

Item 4.  Description of Securities.

         Not applicable.

Item 5.  Interests of Named Experts and Counsel.

         Not applicable.

Item 6.  Indemnification of Directors and Officers.

      (a)   Section 145 of the General Corporation Law of the State of Delaware
provides that a corporation may indemnify directors and officers against the 
reasonable expenses, including attorneys' fees, actually and reasonably 
incurred by them in connection with the defense of any action by reason of 
being or having been directors or officers, if such person shall have acted in 
good faith and in a manner he or she reasonably believed to be in or not 
opposed to the best interests of the corporation, except that if such action 
shall be in the right of the corporation, no such indemnification shall be 
provided as to any claim, issue or matter as to which such person shall have 
been judged to have been liable for negligence or misconduct in his or her 
performance of duty to the corporation, unless and to the extent that the Court
of Chancery of the State of Delaware or any other court in which the suit was 
brought shall determine upon application that, in view of all the circumstances
of the case, such person is fairly and reasonable entitled to indemnity.  A 
corporation shall be required to indemnify any director or officer who 
successfully defends any such action.  The foregoing statements are subject to 
the detailed provisions of Section 145 of the General Corporation Law of 
Delaware.

      (b)   Article XI of the Registrant's By-Laws requires the Registrant to 
indemnify directors and officers to the extent indemnification is permitted 
under Delaware law as described in the preceding paragraph.

      (c)   Article SIXTH, paragraphs (4) and (5), of the Registrant's 
Certificate of Incorporation provides as follows:

      "(4)  A director of this corporation shall under no circumstances have 
      any personal liability to the corporation or its stockholders for 
      monetary damages for breach of fiduciary duty as a director, except for 
      those specific breaches and acts or omissions with respect to which the 
      Delaware General Corporation Law expressly provides that this provision 
      shall not eliminate or limit such personal liability of directors."

            "The corporation shall indemnify, to the fullest extent permitted 
      by applicable law, any person made or threatened to be made a party to 
      any action, suit or proceeding by reason of the fact that he (or she) is 
      or was a director or officer of the corporation.  The Board of Directors 
      shall have full authority as contemplated by paragraph (1) of this 
      Article SIXTH, to implement the mandatory indemnification hereby provided
      by means of appropriate provisions in the corporation's By-Laws."

      "(5)  The Corporation may purchase and maintain insurance on behalf of 
      any person who is or was a Director, officer, employee or agent of the 
      Corporation, or is or was serving at the request of the Corporation as a 
      director, officer, employee or agent of, or participant in, another 
      corporation, partnership, joint venture, trust and other enterprise 
      against any liability asserted against him and incurred by him in any 
      such capacity, or arising out of his status as such, whether or not the 
      Corporation would have the power to indemnify him against such liability 
      under the provisions of paragraph (4) above or otherwise."

      The Registrant maintains an insurance policy which affords liability 
coverage to directors and officers of the Registrant while acting in that 
capacity.  Premiums for the policy are paid by the Registrant.

Item 7.  Exemption from Registration Claimed.

         Not applicable.

Item 8.  Exhibits.

         See Index to Exhibits which is incorporated herein by reference.

Item 9.  Undertakings.

         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 of 1933;

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

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

            Provided, however, that paragraphs (1)(i) and (1)(ii) do not apply 
            if the registration statement is on Form S-3 or Form S-8, and 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 
            Securities Exchange Act of 1934 that are incorporated by reference 
            in the registration statement.

      2.    That, for the purpose of determining any liability under the 
            Securities Act of 1933, 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 which remain unsold at the 
            termination of the offering.

      The undersigned registrant hereby undertakes that, for purposes of 
determining any liability under the Securities Act of 1933, each filing of the 
registrant's annual report pursuant to section 13(a) or section 15(d) of the 
Securities Exchange Act of 1934 (and, where applicable, each filing of an 
employee benefit plan's annual report pursuant to section 15(d) of the 
Securities Exchange Act of 1934) that is incorporated by reference in the 
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.

      Insofar as indemnification for liabilities arising under the Securities 
Act of 1933 may be permitted to directors, officers and controlling persons of 
the registrant pursuant to the provisions of the registrant's articles of 
incorporation or by-laws or otherwise, the registrant has been advised that in 
the opinion of the Securities and Exchange Commission such indemnification is 
against public policy as expressed in the Securities Act of 1933 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 of 1933 and will be 
governed by the final adjudication of such issue.

                                  SIGNATURES

      Pursuant to the requirements of the Securities Act of 1933, the 
registrant certifies that it has reasonable grounds to believe that it meets 
all of the requirements for filing on Form S-8 and has duly caused this 
registration statement to be signed on its behalf by the undersigned, thereunto
duly authorized, in the City of South Bend, State of Indiana, on this 31st day 
of October, 1994.

                                            CLARK EQUIPMENT COMPANY

                                            By: /s/ Leo J. McKernan
                                           ____________________________________
                                            Leo J. McKernan
                                            Chairman, President and
                                              Chief Executive Officer

      Each person whose signature appears below hereby constitutes and appoints
Bernard D. Henely and John J. Moran, Jr. and each of them, the true and lawful 
attorneys-in-fact and agents of the undersigned, with full power of 
substitution and resubstitution, for and in the name, place and stead of the 
undersigned, 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 all exhibits thereto, and other documents in connection 
therewith, with the Securities and Exchange Commission, and hereby grants to 
such attorneys-in-fact and agents, and each of them, full power and authority 
to do and perform each and every act and thing requisite and necessary to be 
done, as fully to all intents and purposes as the undersigned might or could do
in person, hereby ratifying and confirming all that said attorney-in-fact and 
agents, or any of them, or their or his substitute or substitutes, may lawfully
do or cause to be done by virtue hereof.

      Pursuant to the requirements of the Securities Act of 1933, this 
registration statement has been signed by the following persons in their 
respective capacities on this 31st day of October, 1994.

Signature                                   Title

/s/ Leo J. McKernan           Chairman, President, Chief Executive Officer 
      Leo J. McKernan         and Director (Principal Executive Officer)


/s/ William N. Harper         Vice President and Controller (Principal 
         William N. Harper    Financial Officer and Principal Accounting 
                              Officer)

/s/ James C. Chapman                 
         James C. Chapman     Director

/s/ Donald N. Frey                 
         Donald N. Frey       Director

/s/ James A.D. Geier                     
         James A.D. Geier     Director

/s/ Gaynor N. Kelley               
         Gaynor N. Kelley     Director

/s/ Ray B. Mundt
         Ray B. Mundt         Director

/s/ Frank M. Sims
         Frank M. Sims        Director


                                 EXHIBIT INDEX

  Exhibit                                                           Sequential
  Number                  Description of Exhibit                    Page Number
__________                ______________________                   ____________

3(a)        Restated Certificate of Incorporation of the 
            Company (incorporated by reference to 
            Exhibit 3(a) to the Company's Form 10-K 
            for the year 1992)

3(b)        By-Laws, as amended (incorporated by reference 
            to Exhibit 3(b) to the Company's Form 10-K 
            for the year 1989)

10(a)       Stock Purchase Plan for Non-Employee Directors 
            (incorporated by reference to Exhibit 19(a) to the 
            Company's Form 10-Q for the period ended 
            September 30, 1991)

10(b)       Stock Grant Plan for Non-Employee Directors 
            (incorporated by reference to Exhibit 19(b) 
            to the Company's Form 10-Q for the period 
            ended September 30, 1991)

23(a)       Consent of Price Waterhouse.......................           12

23(b)       Consent of KPMG Bohlins AB........................           13

24          Powers of Attorney (included on the signature page 
            of the registration statement)




                      Consent of Independent Accountants
                      __________________________________

We hereby consent to the incorporation by reference in the Prospectus 
constituting part of this Registration Statement on Form S-8 of our report 
dated February 14, 1994, which appears on page 33 of a Current Report on Form 
8-K dated September 13, 1994, except as to the Subsequent Events Note appearing
on page 30 of such Form 8-K, which is dated as of May 13, 1994, on the 
financial statements of Clark Equipment Company for the year ended December 31,
1993, as restated to reflect the deconsolidation of Clark Automotive Products 
Corporation.  We also consent to the incorporation by reference of our report 
on the Financial Statement Schedules of Clark Equipment Company, which appears 
on page 14 of the 1993 Annual Report on Form 10-K.  We also consent to the 
incorporation by reference of our reports on the Consolidated Financial 
Statements of VME Group N.V. and the Financial Statement Schedules of VME Group
N.V., which appear on pages 21 and 42 of such Annual Report on Form 10-K, 
respectively.



/s/ Price Waterhouse LLP           
___________________________________
Price Waterhouse LLP
South Bend, Indiana
November 16, 1994




                      CONSENT OF INDEPENDENT ACCOUNTANTS


We consent to the incorporation by reference in the Prospectus constituting 
part of this Registration Statement on Form S-8 of Clark Equipment Company of 
our report dated February 23, 1994 with respect to the consolidated balance 
sheets of VME Holding Sweden AB and subsidiaries, as of December 31, 1993 and 
1992, and the related consolidated statements of income, stockholders' equity 
and cash flows for each of the years in the three year period ended December 
31, 1993 and the related financial statement schedules, which report is 
included in the 1993 Annual Report on Form 10-K of Clark Equipment Company.



/s/ KPMG Bohlins AB                
___________________________________
KPMG Bohlins AB
Gothenburg, Sweden
November 16, 1994
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November 23, 1994

SECURITIES AND EXCHANGE COMMISSION
450 Fifth Street, N.W.
Washington, D.C. 20549

                        Re:  Clark Equipment Company
                             Registration Statement on Form S-8
                             __________________________________

Ladies and Gentlemen:

      Enclosed for filing with you on behalf of Clark Equipment Company, a
Delaware corporation (the "Company"), pursuant to the Securities Act of 1933,
as amended, via a direct transmission to the EDGAR system, is the Company's
registration statement on Form S-8 relating to the Company's Stock Purchase
Plan for Non-Employee Directors and its Stock Grant Plan for Non-Employee
Directors.  

     Pursuant to Rule 202.3a, the $410.81 filing fee has been sent by wire
transfer to the U.S. Treasury designated lockbox depository at the Mellon Bank
in Pittsburgh, PA.  

     Please direct any comments or questions with regard to the above-
referenced proxy statement to me at (312) 701-7960.

                                                Very Truly Yours,

                                                Michael L. Hermsen
Enclosure
As filed with the Securities and Exchange Commission
                             on November 23, 1994
                                                        File No. 33-          
==============================================================================

                      SECURITIES AND EXCHANGE COMMISSION
                            Washington, D.C. 20549

                           _________________________

                                   FORM S-8
                            REGISTRATION STATEMENT
                                     Under
                          THE SECURITIES ACT OF 1933
                           _________________________

                            CLARK EQUIPMENT COMPANY
            (Exact Name of Registrant as Specified in its Charter)

                  Delaware                      38-0425350
      (State or Other Jurisdiction              (I.R.S. Employer 
      of Incorporation or Organization)         Identification No.)

      100 North Michigan Street
      P.O. Box 7008
      South Bend, Indiana                         46634
      (Address of Principal Executive Offices)    (Zip Code)

                Stock Purchase Plan for Non-Employee Directors
                                    and
                 Stock Grant Plan for Non-Employee Directors
                           (Full Title of the Plans)

                               Bernard D. Henely
                 Vice President, General Counsel and Secretary
                            Clark Equipment Company
                           100 North Michigan Street
                                 P.O. Box 7008
                           South Bend, Indiana  46634
                    (Name and Address of Agent For Service)

                                (219) 239-0145
         (Telephone Number, Including Area Code, of Agent For Service)
                          ______________________________
CALCULATION OF REGISTRATION FEE
_____________________________________________________________________________

Title of                        Proposed        Proposed          Amount 
Securities        Amount        Maximum         Maximum           of
to be             to be         Offering Price  Aggregate         Registration
Registered        Registered    Per Share*      Offering Price*   Fee
_____________________________________________________________________________
Common Stock, 
par value
$7.50 per 
share....         21,298        $55.9375       $1,191,356.80      $410.81
______________________________________________________________________________

*   Pursuant to Rule 457(h)(1), computed on the basis of the average of the
    high and low prices of the Registrant's Common Stock as reported on the 
    New York Stock Exchange on November 22, 1994.
===============================================================================

PROSPECTUS
November 23, 1994

                                21,298 Shares

                            CLARK EQUIPMENT COMPANY

                                 Common Stock

All of the shares of Common Stock, par value $7.50 per share (the "Common 
Stock" or the "Shares"),  of Clark Equipment Company (the "Company") offered 
hereby are being offered and sold by certain stockholders (the "Selling 
Stockholders") of the Company.

The Common Stock is listed on the New York Stock Exchange, Inc. (the "NYSE").

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 COM-
MISSION PASSED UPON THE ACCURACY OR ADEQUACY OF THIS PROSPECTUS.  
ANY REPRESENTATION TO THE CONTRARY IS A CRIMINAL OFFENSE.

      All or a portion of the shares of Common Stock may be sold, from time to 
time, on the NYSE, pursuant to this Prospectus or in exempt transactions under 
Rule 144 ("Rule 144") under the Securities Act of 1933, as amended (the 
"Securities Act"), or otherwise, at prices and terms then obtainable.  All 
brokers' commissions or discounts will be paid by the Selling Stockholder in 
the transaction.  The proceeds from any such sale will go solely to the Selling

Stockholder in the transaction.

      No person is authorized in connection with any offering made hereby to 
give any information or to make any representation not contained in this 
Prospectus, and, if given or made, such information or representation must not 
be relied upon as having been authorized by the Company or any Selling 
Stockholder.  This Prospectus does not constitute an offer to sell or a 
solicitation of an offer to buy any security other than the Common Stock 
offered hereby, nor does it constitute an offer to sell or a solicitation of an

offer to buy any of the securities offered hereby to any person in any 
jurisdiction in which it is unlawful to make such an offer or solicitation to 
such person.  Neither the delivery of this Prospectus nor any sale made 
hereunder shall under any circumstance create any implication that the 
information contained herein is correct as of any date subsequent to the date 
hereof.

                             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") and with the NYSE.  
Such reports, proxy statements and other information concerning the Company may
be inspected and copied at the Public Reference Section of the Commission at 
450 Fifth Street, N.W., Washington, D.C. 20549, and at the Commission's 
Regional Offices located at Seven World Trade Center, New York, New York 10048 
and at 500 West Madison Street, Chicago, Illinois 60661.  Copies of such 
material can be obtained from the Public Reference Section of the Commission, 
450 Fifth Street, N.W., Washington, D.C. 20549, at prescribed rates.  In 
addition, such materials may be inspected at the offices of the NYSE, 20 Broad 
Street, New York, New York 10005.

      The Company has filed with the Commission a registration statement on 
Form S-8 (herein, together with all amendments and exhibits, referred to as the
"Registration Statement") under the Securities Act.  This Prospectus does not 
contain all of the information set forth in the Registration Statement, certain
parts of which are omitted in accordance with the rules and regulations of the 
Commission.  For further information, reference is hereby made to the 
Registration Statement which may be inspected and copied in the manner and at 
the sources described above.

                INCORPORATION OF CERTAIN DOCUMENTS BY REFERENCE

      The following documents filed by the Company with the Commission pursuant
to the Exchange Act are incorporated herein by reference:

      (1)   The Company's Report on Form 10-K for the year ended December 31, 
            1993;

      (2)   The Company's Quarterly Reports on Form 10-Q for the quarters ended

            March 31, 1994, June 30, 1994 and September 30, 1994;

      (3)   The Company's Reports on Form 8-K dated January 26, 1994, April 20,
            1994, April 25, 1994, May 16, 1994, May 27, 1994 (two reports), 
            July 27, 1994 (two reports), September 8, 1994, September 13, 1994,

            September 23, 1994 and October 26, 1994, and Reports on Form 8-KA 
            dated January 26, 1994 and July 27, 1994; and

      (4)   The description of Common Stock included in the Company's 
            Registration Statement filed under Section 12 of the Exchange Act, 
            including any amendment or report filed for the purpose of updating

            such description.

      All documents subsequently filed by the Company pursuant to Sections 
13(a), 13(c), 14 and 15(d) of the Exchange Act subsequent to the date of this 
Prospectus and prior to the termination of the offering shall be deemed to be 
incorporated by reference in this Prospectus and to be a part hereof from the 
date of 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 subsequently filed document which also is, or is 
deemed to be, incorporated by reference herein modifies or supersedes such 
statement.  Any such statement so modified or superseded shall not be deemed, 
except as so modified or superseded, to constitute a part of this Prospectus.

      The Company hereby undertakes to provide without charge to each person to
whom a copy of this Prospectus has been delivered, on the written or oral 
request of such person, a copy of any or all of the documents referred to above
which have been, or may be, incorporated in this Prospectus by reference, other
than exhibits to such documents, unless such exhibits are specifically 
incorporated by reference into such documents.  Requests for such copies should
be directed to Treasurer, Clark Equipment Company, 100 North Michigan Street, 
P.O. Box 7008, South Bend, Indiana 46634 (telephone:  (219) 239-0182).

                               TABLE OF CONTENTS

                                Page                                       Page
Available Information.............2      Use of Proceeds.....................5
Incorporation of Certain                 Plan of Distribution................5
  Documents by Reference..........2      Selling Stockholders................5
The Company.......................4

                                  THE COMPANY

      Clark Equipment Company (the "Company") is engaged in the design, 
manufacture and sale of skid steer loaders, construction machinery, asphalt 
paving equipment and axles and transmissions for off-highway equipment.  

      Skid steer loaders, mini-excavators and a limited line of other 
agriculture equipment are manufactured for sale, principally under the 
trademarks "Melroe" and "Bobcat" (each a registered trademark of Clark 
Equipment Company), to a wide variety of users.  These products are 
primarily sold through a network of independent distributors.

      The Company's construction machinery business is conducted by VME Group 
N.V., a joint venture which is owned 50% by the Company and 50% by AB Volvo.  
The Company's share of the joint venture's earnings is included in the 
Company's financial statements on an equity basis.

      Asphalt paving equipment is sold by the Company's subsidiary Blaw-Knox 
Construction Equipment Corporation under the "Blaw-Knox" trademark.  These 
products are primarily sold through a network of independent distributors.

      Axles and transmissions for off-highway equipment are manufactured by the
Company for sale to the agricultural and industrial equipment, road building 
and construction machinery industries.  Clark axles and transmissions are sold 
by the Company directly to customers by employee sales representatives, and 
through manufacturer's representatives.

      The Company maintains a large modern central parts warehouse in Chicago, 
which, in conjunction with a communications network and electronic data 
processing equipment, provide expeditious shipment of customers' and dealers' 
orders for repair and replacement parts for the Melroe and VME products.

      The Company's products are manufactured in the United States, Belgium, 
Italy and England.  In addition, the Company's products are manufactured by 
licensees of the Company in Australia and South Africa.

      The Company was previously involved in the manufacture and sale of 
transmissions for on-highway trucks through its wholly-owned subsidiary Clark 
Automotive Products Corporation (now known as CAPCO Automotive Products 
Corporation and hereinafter referred to as "CAPCO") and its two wholly-owned 
Brazilian subsidiaries, CAPCO do Brasil Empreendimentos e Participacoes Ltda. 
and Equipamentos Clark Ltda.  On May 13, 1994, the Company completed an initial
public offering of the stock of CAPCO.  Following completion of the offering, 
the Company retained 1,000,000 shares of the stock of CAPCO, representing 
approximately 9% of CAPCO's outstanding shares.

      The Company conducts its domestic and foreign operations under highly 
competitive conditions and its business is subject to cyclical influences and 
other factors.  The customers for most of the Company's products are 
commercial, industrial or farm users who use the products in business for 
profit.  Product performance and parts and service availability are primary 
considerations for these customers in the choice among competing products.  
Availability of rental and financing programs and warranty policies are also 
important considerations.

      The Company is a Delaware corporation which is the successor to certain 
corporations, the first of which was organized on December 24, 1902.  The 
Company maintains its principal executive offices at 100 North Michigan Street,
P.O. Box 7008, South Bend, Indiana 46634, and its telephone number is (219) 
239-0100.

                                USE OF PROCEEDS

      The Company will not receive any proceeds from the sale of the shares of 
Common Stock offered hereby.

                             PLAN OF DISTRIBUTION

      All or a portion of the shares of Common Stock may be sold, from time to 
time, on the NYSE, pursuant to this Prospectus or in exempt transactions under 
Rule 144, or otherwise, at prices and terms then obtainable.  All brokers' 
commissions or discounts will be paid by the Selling Stockholder in the 
transaction.  The proceeds from any such sale will go solely to the Selling 
Stockholder in the transaction.

                             SELLING STOCKHOLDERS

      Certain unnamed Selling Stockholders that are not affiliates of the 
Company may use this prospectus for reoffers and resales of up to 1,000 shares 
of Common Stock.  Set forth below is (i) the name and position or last position

with the Company of certain Selling Stockholders, (ii) the number of shares of 
Common Stock held by each such Selling Stockholder prior to this Offering, 
(iii) the number of shares of Common Stock offered hereby by each such Selling 
Stockholder, (iv) the number of shares of Common Stock to be owned by each such

Selling Stockholder after the offering and (v) the percentage of Common Stock 
to be owned by each such Selling Stockholder after the offering:
Number of   Number of   Number of   Percentage
                                  Shares      Shares     Shares      Ownership
                                Owned Prior  Offered     Owned       After the
                    Job           to the     Hereby     After the    Offering
Name                Title        Offering               Offering
James C. Chapman    Director      1,050        622          428         *

Donald N. Frey      Director      8,384      5,022        3,362         *   

James A.D. Geier    Director      7,455      5,379        2,076         *   

Gaynor N. Kelley    Director      4,827      3,518        1,309         * 

Ray B. Mundt        Director      9,668      4,764        4,904         *  

Dieter H. Stinnes   Former        2,193      1,993          200         *

_____________________

*     Less than 1%.
Includes certain shares which will be offered pursuant to a Registration 
      Statement on Form S-8 covering the Company's Stock Acquisition Plan for 
      Non-Employee Directors.
PART II

                            INFORMATION REQUIRED IN
                          THE REGISTRATION STATEMENT

Item 3.  Incorporation of Documents by Reference.

      The following documents, which have heretofore been filed by Clark 
Equipment Company, a Delaware corporation (the "Company"), with the Securities 
and Exchange Commission pursuant to the Securities Exchange Act of 1934, as 
amended (the "Exchange Act"), File No. 1-5646, are incorporated by reference 
herein and shall be deemed to be a part hereof:

      (a)   The Company's Report on Form 10-K for the year ended December 31, 
            1993.

      (b)   Quarterly Reports on Forms 10-Q for the quarters ended March 31, 
            1994, June 30, 1994 and September 30, 1994.

      (c)   Current Reports on Forms 8-K, dated January 26, 1994, April 20, 
            1994, April 25, 1994, May 16, 1994, May 27, 1994 (two reports), and
            July 27, 1994 (two reports), September 8, 1994, September 13, 1994,
            September 23, 1994 and October 26, 1994, and Forms 8-KA dated 
            January 26, 1994 and July 27, 1994.

      (d)   The description of Common Stock included in the Company's 
            Registration Statement filed under Section 12 of the Exchange Act, 
            including any amendment or report filed for the purpose of updating
            such description.

      All documents subsequently filed by the Company pursuant to Sections 
13(a), 13(c), 14 and 15(d) of the Exchange Act, prior to the filing of a 
post-effective amendment which indicates that all securities offered have been 
sold or which deregisters all securities then remaining unsold, shall be deemed
to be incorporated herein by reference and shall be deemed a part hereof from 
the date of filing of such documents.

Item 4.  Description of Securities.

         Not applicable.

Item 5.  Interests of Named Experts and Counsel.

         Not applicable.

Item 6.  Indemnification of Directors and Officers.

      (a)   Section 145 of the General Corporation Law of the State of Delaware
provides that a corporation may indemnify directors and officers against the 
reasonable expenses, including attorneys' fees, actually and reasonably 
incurred by them in connection with the defense of any action by reason of 
being or having been directors or officers, if such person shall have acted in 
good faith and in a manner he or she reasonably believed to be in or not 
opposed to the best interests of the corporation, except that if such action 
shall be in the right of the corporation, no such indemnification shall be 
provided as to any claim, issue or matter as to which such person shall have 
been judged to have been liable for negligence or misconduct in his or her 
performance of duty to the corporation, unless and to the extent that the Court
of Chancery of the State of Delaware or any other court in which the suit was 
brought shall determine upon application that, in view of all the circumstances
of the case, such person is fairly and reasonable entitled to indemnity.  A 
corporation shall be required to indemnify any director or officer who 
successfully defends any such action.  The foregoing statements are subject to 
the detailed provisions of Section 145 of the General Corporation Law of 
Delaware.

      (b)   Article XI of the Registrant's By-Laws requires the Registrant to 
indemnify directors and officers to the extent indemnification is permitted 
under Delaware law as described in the preceding paragraph.

      (c)   Article SIXTH, paragraphs (4) and (5), of the Registrant's 
Certificate of Incorporation provides as follows:

      "(4)  A director of this corporation shall under no circumstances have 
      any personal liability to the corporation or its stockholders for 
      monetary damages for breach of fiduciary duty as a director, except for 
      those specific breaches and acts or omissions with respect to which the 
      Delaware General Corporation Law expressly provides that this provision 
      shall not eliminate or limit such personal liability of directors."

            "The corporation shall indemnify, to the fullest extent permitted 
      by applicable law, any person made or threatened to be made a party to 
      any action, suit or proceeding by reason of the fact that he (or she) is 
      or was a director or officer of the corporation.  The Board of Directors 
      shall have full authority as contemplated by paragraph (1) of this 
      Article SIXTH, to implement the mandatory indemnification hereby provided
      by means of appropriate provisions in the corporation's By-Laws."

      "(5)  The Corporation may purchase and maintain insurance on behalf of 
      any person who is or was a Director, officer, employee or agent of the 
      Corporation, or is or was serving at the request of the Corporation as a 
      director, officer, employee or agent of, or participant in, another 
      corporation, partnership, joint venture, trust and other enterprise 
      against any liability asserted against him and incurred by him in any 
      such capacity, or arising out of his status as such, whether or not the 
      Corporation would have the power to indemnify him against such liability 
      under the provisions of paragraph (4) above or otherwise."

      The Registrant maintains an insurance policy which affords liability 
coverage to directors and officers of the Registrant while acting in that 
capacity.  Premiums for the policy are paid by the Registrant.

Item 7.  Exemption from Registration Claimed.

         Not applicable.

Item 8.  Exhibits.

         See Index to Exhibits which is incorporated herein by reference.

Item 9.  Undertakings.

         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 of 1933;

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

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

            Provided, however, that paragraphs (1)(i) and (1)(ii) do not apply 
            if the registration statement is on Form S-3 or Form S-8, and 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 
            Securities Exchange Act of 1934 that are incorporated by reference 
            in the registration statement.

      2.    That, for the purpose of determining any liability under the 
            Securities Act of 1933, 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 which remain unsold at the 
            termination of the offering.

      The undersigned registrant hereby undertakes that, for purposes of 
determining any liability under the Securities Act of 1933, each filing of the 
registrant's annual report pursuant to section 13(a) or section 15(d) of the 
Securities Exchange Act of 1934 (and, where applicable, each filing of an 
employee benefit plan's annual report pursuant to section 15(d) of the 
Securities Exchange Act of 1934) that is incorporated by reference in the 
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.

      Insofar as indemnification for liabilities arising under the Securities 
Act of 1933 may be permitted to directors, officers and controlling persons of 
the registrant pursuant to the provisions of the registrant's articles of 
incorporation or by-laws or otherwise, the registrant has been advised that in 
the opinion of the Securities and Exchange Commission such indemnification is 
against public policy as expressed in the Securities Act of 1933 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 of 1933 and will be 
governed by the final adjudication of such issue.

                                  SIGNATURES

      Pursuant to the requirements of the Securities Act of 1933, the 
registrant certifies that it has reasonable grounds to believe that it meets 
all of the requirements for filing on Form S-8 and has duly caused this 
registration statement to be signed on its behalf by the undersigned, thereunto
duly authorized, in the City of South Bend, State of Indiana, on this 31st day 
of October, 1994.

                                            CLARK EQUIPMENT COMPANY

                                            By: /s/ Leo J. McKernan
                                           ____________________________________
                                            Leo J. McKernan
                                            Chairman, President and
                                              Chief Executive Officer

      Each person whose signature appears below hereby constitutes and appoints
Bernard D. Henely and John J. Moran, Jr. and each of them, the true and lawful 
attorneys-in-fact and agents of the undersigned, with full power of 
substitution and resubstitution, for and in the name, place and stead of the 
undersigned, 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 all exhibits thereto, and other documents in connection 
therewith, with the Securities and Exchange Commission, and hereby grants to 
such attorneys-in-fact and agents, and each of them, full power and authority 
to do and perform each and every act and thing requisite and necessary to be 
done, as fully to all intents and purposes as the undersigned might or could do
in person, hereby ratifying and confirming all that said attorney-in-fact and 
agents, or any of them, or their or his substitute or substitutes, may lawfully
do or cause to be done by virtue hereof.

      Pursuant to the requirements of the Securities Act of 1933, this 
registration statement has been signed by the following persons in their 
respective capacities on this 31st day of October, 1994.

Signature                                   Title

/s/ Leo J. McKernan           Chairman, President, Chief Executive Officer 
      Leo J. McKernan         and Director (Principal Executive Officer)

/s/ William N. Harper         Vice President and Controller (Principal 
         William N. Harper    Financial Officer and Principal Accounting 
                              Officer)

/s/ James C. Chapman                 
         James C. Chapman     Director

/s/ Donald N. Frey                 
         Donald N. Frey       Director

/s/ James A.D. Geier                     
         James A.D. Geier     Director

/s/ Gaynor N. Kelley               
         Gaynor N. Kelley     Director

/s/ Ray B. Mundt
         Ray B. Mundt         Director

/s/ Frank M. Sims
         Frank M. Sims        Director

                                 EXHIBIT INDEX

  Exhibit                                                           Sequential
  Number                  Description of Exhibit                    Page Number
__________                ______________________                   ____________

3(a)        Restated Certificate of Incorporation of the 
            Company (incorporated by reference to 
            Exhibit 3(a) to the Company's Form 10-K 
            for the year 1992)

3(b)        By-Laws, as amended (incorporated by reference 
            to Exhibit 3(b) to the Company's Form 10-K 
            for the year 1989)

10(a)       Stock Purchase Plan for Non-Employee Directors 
            (incorporated by reference to Exhibit 19(a) to the 
            Company's Form 10-Q for the period ended 
            September 30, 1991)

10(b)       Stock Grant Plan for Non-Employee Directors 
            (incorporated by reference to Exhibit 19(b) 
            to the Company's Form 10-Q for the period 
            ended September 30, 1991)

23(a)       Consent of Price Waterhouse.......................           12

23(b)       Consent of KPMG Bohlins AB........................           13

24          Powers of Attorney (included on the signature page 
            of the registration statement)

                      Consent of Independent Accountants
                      __________________________________

We hereby consent to the incorporation by reference in the Prospectus 
constituting part of this Registration Statement on Form S-8 of our report 
dated February 14, 1994, which appears on page 33 of a Current Report on Form 
8-K dated September 13, 1994, except as to the Subsequent Events Note appearing
on page 30 of such Form 8-K, which is dated as of May 13, 1994, on the 
financial statements of Clark Equipment Company for the year ended December 31,
1993, as restated to reflect the deconsolidation of Clark Automotive Products 
Corporation.  We also consent to the incorporation by reference of our report 
on the Financial Statement Schedules of Clark Equipment Company, which appears 
on page 14 of the 1993 Annual Report on Form 10-K.  We also consent to the 
incorporation by reference of our reports on the Consolidated Financial 
Statements of VME Group N.V. and the Financial Statement Schedules of VME Group
N.V., which appear on pages 21 and 42 of such Annual Report on Form 10-K, 
respectively.

/s/ Price Waterhouse LLP           
___________________________________
Price Waterhouse LLP
South Bend, Indiana
November 16, 1994

                      CONSENT OF INDEPENDENT ACCOUNTANTS

We consent to the incorporation by reference in the Prospectus constituting 
part of this Registration Statement on Form S-8 of Clark Equipment Company of 
our report dated February 23, 1994 with respect to the consolidated balance 
sheets of VME Holding Sweden AB and subsidiaries, as of December 31, 1993 and 
1992, and the related consolidated statements of income, stockholders' equity 
and cash flows for each of the years in the three year period ended December 
31, 1993 and the related financial statement schedules, which report is 
included in the 1993 Annual Report on Form 10-K of Clark Equipment Company.

/s/ KPMG Bohlins AB                
___________________________________
KPMG Bohlins AB
Gothenburg, Sweden
November 16, 1994