TEREX CORP, S-3/A, 1997-12-03

TEREX CORP
S-3/A, 1997-12-03
INDUSTRIAL TRUCKS, TRACTORS, TRAILORS & STACKERS

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As filed with the Securities and Exchange Commission on December 3, 1997.

Registration No. 333-39619
===========================================================================

SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
----------------------
AMENDMENT NO. 1 TO
FORM S-3
---------------------
TEREX CORPORATION
(Exact name of Registrant as specified in its charter)

Delaware 3537 34-1531521
(State or other jurisdiction (Primary standard industrial (I.R.S.
Employer
incorporation or organization) classification code number)
Identification No.)

500 Post Road East
Westport, Connecticut 06880
(203) 222-7170
(Address, including zip code, and telephone number,
including area code, of Registrant's principal executive offices)
------------------------
Marvin B. Rosenberg, 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)
-------------------------
Copies To:
Robinson Silverman Pearce Aronsohn & Berman LLP
1290 Avenue of the Americas
New York, New York 10104
Attention: Stuart A. Gordon, Esq.
Eric I Cohen, Esq.
-------------------------
Approximate date of commencement of proposed sale to public:
From time to time after the effective date of this Registration Statement.
If the only securities being registered on this form are being offered
pursuant to dividend or interest reinvestment plans, please check the
following box: [ ]
If any of the securities being registered on this form are to be
offered on a delayed or continuous basis pursuant to Rule 415 under the
Securities Act of 1933, other than securities offered only in connection
with dividend or interest reinvestment plans, please check the following
box. [x]
If this form is filed to register additional securities for an offering
pursuant to Rule 462(b) under the Securities Act, please check the
following box and list the Securities Act registration statement number of
the earlier effective registration statement for the same offering. [
]________
If this form is a post-effective amendment filed pursuant to Rule
462(c) under the Securities Act, check the following box and list the
Securities Act registration statement number of the earlier effective
registration statement for the same offering. [ ]___________
If delivery of the prospectus is expected to be made pursuant to Rule
434, please check the following box. [ ]______

The Registrant hereby amends this Registration Statement on such date
or dates as may be necessary to delay its effective date until the
Registrant shall file a further amendment which specifically states that
this Registration Statement shall thereafter become effective in accordance
with Section 8(a) of the Securities Act of 1933 or until the Registration
Statement shall become effective on such date as the Commission, acting
pursuant to said Section 8(a), may determine.
===========================================================================

PROSPECTUS

$16,000,000

TEREX CORPORATION

Common Stock
_______________________________

This Prospectus relates to the offer and sale by the holders thereof
(the "Selling Stockholders") of the shares of common stock, par value $.01
per share ("Common Stock"), of Terex Corporation, a Delaware Corporation
("Terex" or the "Company"), to be issued by the Company to the Selling
Stockholders in exchange for all of the outstanding shares of Series A
Redeemable Exchangeable Preferred Stock, par value $.01 per share, of Terex
Cranes, Inc., a subsidiary of the Company, in connection with the merger of
Terex Cranes, Inc. with and into the Company.

The Common Stock is listed on the NYSE under the trading symbol "TEX."
On December 2, 1997, the closing price of the Common Stock on the New York
Stock Exchange (the "NYSE") was $20 5/16 per share.

The shares of Common Stock offered hereby may be sold by the Selling
Stockholders to purchasers directly, or through underwriters, dealers or
agents who may receive compensation in the form of underwriting discounts,
concessions or commissions from the Selling Stockholders and/or the
purchasers of such shares of Common Stock for whom they may act as agents.
The Selling Stockholders and any such underwriters, dealers or agents that
participate in the distribution of such shares of Common Stock may be
deemed to be underwriters under the Securities Act of 1933, as amended (the
"Securities Act"), and any profit on the sale of such shares of Common
Stock by them and any discounts, commissions or concessions received by
them may be deemed to be underwriting discounts and commissions under the
Securities Act. The shares of Common Stock offered hereby may be sold in
one or more transactions at a fixed offering price, which may be changed,
or at varying prices determined at the time of sale or at negotiated
prices. The distribution of the shares of Common Stock by the Selling
Stockholders may be effected in one or more transactions that may take
place on the NYSE, including ordinary brokers' transactions, privately-
negotiated transactions or through sales to one or more broker-dealers for
resale of such shares as principals, at market prices prevailing at the
time of sale, at prices related to such prevailing market prices or at
negotiated prices. Usual and customary or specifically negotiated
brokerage fees, discounts and commissions may be paid by the Selling
Stockholders in connection with such sales of securities. See "Plan of
Distribution." The Company will not receive any cash proceeds from the
sale by the Selling Stockholders of the shares of Common Stock offered
hereby.
_____________________________________

FOR A DISCUSSION OF CERTAIN MATTERS WHICH SHOULD BE CONSIDERED
BY PROSPECTIVE INVESTORS, SEE "RISK FACTORS," ON PAGE 4.
_____________________________________

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

The date of this Prospectus is December __, 1997.

<PAGE>
AVAILABLE INFORMATION

The Company is subject to the informational requirements of the
Securities Exchange Act of 1934, as amended (the "Exchange Act"), and in
accordance therewith is required to file reports, proxy statements and
other information with the Securities and Exchange Commission (the
"Commission"). Such reports, proxy statements and other information can be
inspected and copied at the public reference facilities maintained by the
Commission at its offices at Room 1024, Judiciary Plaza, 450 Fifth Street,
N.W., Washington, D.C. 20549 and at the regional offices of the Commission
located at Seven World Trade Center, 13th Floor, New York, New York 10048
and at Northwestern Atrium Center, 500 West Madison Street, suite 1400,
Chicago, Illinois 60661. Copies of such materials can also be obtained by
mail from the Public Reference Section of the Commission at Judiciary
Plaza, 450 Fifth Street, N.W., Washington, D.C. 20549, at prescribed rates.
Additionally, the Commission maintains a Web site containing reports, proxy
and information statements and other information regarding registrants that
file electronically with the Commission. The address for such Web site is
http://www.sec.gov.

In addition, the Common Stock is listed on the NYSE under the symbol
"TEX" and reports, proxy statements and other information concerning the
Company may also 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-3 (together with all amendments, exhibits, schedules, and
supplements thereto, the "Registration Statement") under the Securities Act
with respect to the Common Stock offered hereby. This Prospectus, which
constitutes a part of the Registration Statement, does not contain all of
the information set forth in the Registration Statement and the exhibits
and schedules thereto, as permitted by the rules and regulations of the
Commission. Statements contained in this Prospectus as to the contents of
any contract or other document which is filed as an exhibit to the
Registration Statement are not necessarily complete, and each statement is
qualified in its entirety by reference to the full text of such contract or
document. For further information with respect to the Company and the
Common Stock offered hereby, reference is hereby made to the Registration
Statement, including the exhibits thereto and the financial statements,
notes and schedules filed as a part thereof, which may be inspected and
copied at the public reference facilities of the Commission referred to
above.

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

DOCUMENTS INCORPORATED BY REFERENCE

The following documents which have been filed by the Company with the
Commission are incorporated in this Prospectus by reference:

1. The Company's Annual Report on Form 10-K for the year ended
December 31, 1996.

2. The Company's Notice of Annual Meeting of Stockholders and Proxy
Statement dated April 4, 1997.

3. The Company's Current Report on Form 8-K dated April 21, 1997, as
amended on Form 8-K/A dated May 22, 1997.

4. The Company's Current Report on Form 8-K dated February 26, 1997.

5. The Company's Current Report on Form 8-K dated July 25, 1997.

6. The Company's Quarterly Reports on Form 10-Q for the quarters
ended March 31, 1997, June 30, 1997 and September 30, 1997.

7. The description of the Common Stock contained in the Company's
Registration Statement on Form 8-A dated February 22, 1991.

8. All other reports filed by the Company pursuant to Section 13(a)
or 15(d) of the Exchange Act since December 31, 1996.

All reports and other 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 hereby have been sold or which deregisters all
securities then remaining unsold, shall be deemed to be incorporated by
reference in and to be a part of this Prospectus from the date of filing of
such reports and documents.

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

This Prospectus incorporates documents by reference which are not
presented or delivered herewith. These documents (other than exhibits to
such documents) are available upon written or oral request from the
Company, without charge, to each person to whom a copy of this Prospectus
has been delivered, including a copy of its most recent Annual Report to
Stockholders. Requests should be directed to Terex Corporation, Attention:
Secretary, 500 Post Road East, Westport, Connecticut 06880 (telephone (203)
222-7170).

<PAGE>
As used herein, unless otherwise indicated or unless the context
otherwise requires, the following terms shall have the respective meanings
set forth below: (i) "Terex" or the "Company" refers to Terex Corporation
and its subsidiaries, including the Simon Access Companies and the Square
Shooter Business; (ii) the "Simon Access Companies" and the "Simon
Acquisition," respectively, refer to certain former subsidiaries of Simon
Engineering plc and the acquisition thereof by the Company on April 7,
1997; (iii) the "Square Shooter Business" and the "Square Shooter
Acquisition," respectively, refer to Baraga Products, Inc. and M&M
Enterprises of Baraga, Inc. and the acquisition thereof by the Company on
April 14, 1997; (iv) the "Acquired Businesses" refers collectively to the
Simon Access Companies and the Square Shooter Business; (v) the "Clark
Material Handling Segment" and the "Clark Sale," respectively, refer to the
former worldwide material handling business of the Company and the sale
thereof on November 27, 1996; and (vi) "Continuing Operations" refers to
the operations of the Company excluding the Clark Material Handling
Segment.

RISK FACTORS

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

Significant Leverage

The Company is highly leveraged. The ratio of the Company's
indebtedness to total capitalization was 124%, 106% and 87% at December 31,
1995, December 31, 1996 and September 30, 1997, respectively. The
significant decrease from December 31, 1996 to September 30, 1997 was
caused by the issuance of 5,700,000 shares of Common Stock in the third
quarter of 1997, which resulted in the Company receiving proceeds of $104.6
million, net of underwriting discounts, commissions and other expenses. A
portion of the proceeds from the stock offering were used to redeem $83.3
million of Senior Secured Notes (as defined herein).

This substantial leverage has several important consequences,
including the following: (i) a substantial portion of the Company's net
cash provided by operating activities, will be dedicated to servicing its
indebtedness, and (ii) the Company's ability to withstand competitive
pressures, adverse economic conditions and adverse changes in governmental
regulations, to make acquisitions, and to take advantage of significant
business opportunities that may arise, may be negatively affected. The
Company's ability to meet its debt service obligations and to reduce its
total indebtedness will be dependent upon future performance, which will be
subject to general economic conditions, its ability to achieve cost savings
and other financial, business and other factors affecting the operations of
the Company, many of which are beyond its control. If the Company is
unable to generate sufficient operating cash flow in the future to service
its debt, it may be required to refinance all or a portion of such debt or
to obtain additional financing. There can be no assurance, however, that
any refinancing would be possible or that any additional financing could be
obtained.

Restrictions Imposed by the Terms of the Company's Indebtedness

The Indenture governing the Company's Senior Secured Notes and the New
Credit Facility (as defined herein) impose upon the Company certain
financial and operating covenants, including, among others, restrictions on
the ability of the Company to incur debt, pay dividends, or take certain
other corporate actions. In addition, the New Credit Facility requires
that the Company maintain a certain financial ratio and provides for
limitations on capital expenditures. The foregoing covenants may restrict
the Company's ability to borrow additional funds, dispose of assets, or
otherwise pursue its business strategies, and may impair the Company's
ability to obtain additional financing to fund future working capital
requirements, capital expenditures, acquisitions, and other general
corporate purposes. See "--Acquisition Strategy; Integration of Acquired
Businesses." Changes in economic or business conditions, results of
operations or other factors could in the future cause a violation of one or
more covenants in the Company's debt instruments.

Industry Cyclicality and Substantial Competition

Sales of products manufactured and sold by the Company have
historically been subject to substantial cyclical variation extending over
a number of years based on general economic conditions. Downward cycles
result in reductions in product sales which adversely impact the Company's
results of operations. The Company recognizes the potential adverse impact
of cyclical variations in sales of products and has taken a number of steps
to reduce its fixed costs to decrease the impact of cyclicality.

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

Acquisition Strategy; Integration of Acquired Businesses

The Company expects to continue a strategy of identifying and
acquiring businesses with complementary products and services which could
be expected to enhance the Company's operations and profitability. In
particular, the Company has publicly stated that it is weighing its
strategic alternatives to expand its crane business and strengthen its Unit
Rig high capacity surface mining trucks division. Options under
consideration for its Unit Rig Division include disposition or acquisition
of, or joint venture with, strategic partners. From time to time, the
Company has engaged and continues to engage in preliminary discussions
concerning one or more of the foregoing transactions. In addition, the
Company is currently in active negotiations for the acquisition of a
complementary business to that of its truck business. It is
currently anticipated that any such acquisition will be financed primarily
through the issuance of debt securities by a wholly-owned acquisition
subsidiary. No assurance can be given as to whether a definitive agreement
will be reached and, if so, whether the proposed transaction will be
consummated. If consummated such acquisition and the related financing
would be material to the consolidated operations and financial statements
of the Company.

Future acquisitions may be financed by internally generated funds,
bank borrowings, public offerings or private placements of equity or debt
securities, or a combination of any one or more of the foregoing. There
can be no assurance, however that the Company will continue to identify
suitable new acquisition candidates, obtain financing necessary to complete
such acquisitions or acquire businesses on satisfactory terms, or that any
business acquired by the Company will be integrated successfully into the
Company's operations or prove to be profitable. Moreover, the Company's
ability to obtain financing adequate to enable the completion of suitable
acquisitions may be limited by its current debt structure and leverage.
See "--Significant Leverage" and "--Restrictions Imposed by the Terms of
the Company's Indebtedness." Successful integration of businesses acquired,
including the Simon Access Companies and the Square Shooter Business (as
defined herein), will depend, in part, on the Company's ability to manage
these additional businesses and eliminate redundancies and excess costs.
Material failure or substantial delay in accomplishing such integration
could have a material adverse effect on the Company's results of operations
and financial condition.

Tax Audit Issues

The Internal Revenue Service (the "IRS") is currently examining the
Company's Federal tax returns for the years 1987 through 1989. In December
1994, the Company received an examination report from the IRS proposing a
substantial tax deficiency. The examination report raised a variety of
issues, including the Company's substantiation for certain deductions taken
during this period, the Company's utilization of certain net operating loss
carryovers ("NOLs") and the availability of such NOLs to offset future
taxable income. The Company filed an administrative appeal to the
examination report in April 1995. As a result of a meeting with the
Manhattan division of the IRS in July 1995, in June 1996 the Company was
advised that the matter was being referred back to the Milwaukee audit
division of the IRS. The Milwaukee audit division of the IRS is currently
reviewing information provided by the Company over the past 27 months. The
ultimate outcome of this matter is subject to the resolution of significant
legal and factual issues. Given the stage of the audit, and the number and
complexity of the legal and administrative proceedings involved in reaching
a resolution of this matter, it is unlikely that the ultimate outcome, if
unfavorable to the Company, will be determined for at least several years.
If the IRS were to prevail on all the issues raised, the amount of the tax
assessment would be approximately $56 million plus penalties of
approximately $12.8 million and interest through September 30, 1997 of
approximately $90.0 million. The penalties asserted by the IRS are
calculated as 20% of the amount of the tax assessed for fiscal year 1987
and 25% of the tax assessed for each of fiscal years 1988 and 1989.
Interest on the amount of tax assessed and penalties is currently accruing
at a rate of 11% per annum. The applicable annual rate of interest has
historically varied from 7% to 12%.

If the Company were required to pay a significant portion of the
assessment with related interest and penalties, such payment would exceed
the Company's resources. In such event, the viability of the Company would
be placed in jeopardy, and it is uncertain that the Company could, through
financing or otherwise, obtain the funds required to pay such assessment,
interest, and applicable penalties. Management believes, however, that the
Company will be able to provide adequate documentation for a substantial
portion of the deductions questioned by the IRS and that there is
substantial support for the Company's past and future utilization of the
NOLs. Based upon consultation with its tax advisors, management believes
that the Company's position will prevail on the most significant issues.
Accordingly, management believes that the outcome of the examination will
not have a material adverse effect on its financial condition or results of
operations, but may result in some reduction in the amount of the NOLs
available to the Company. No additional accruals have been made for any
amounts which might be due as a result of this matter because the possible
loss ranges from zero to $56 million plus interest and penalties, and the
ultimate outcome cannot be determined or estimated at this time. No
reserves are being expensed to cover the potential liability.

Under the terms of the Company's Revolving Credit Agreement, dated as
of April 7, 1997, with The First National Bank of Boston, as Agent, and the
other lending institutions party thereto (the "New Credit Facility"), an
event of default will occur if the Company incurs any liability for federal
income taxes which results in an expenditure of cash of more than $15
million in excess of the amounts shown as owed on tax returns filed by the
Company prior to April 7, 1997. If this were to occur, the maturity of the
New Credit Facility may be accelerated and recourse may be taken against
the accounts receivable and inventory securing advances under the New
Credit Facility. In such event, the Company would seek to refinance the
indebtedness outstanding under the New Credit Facility. There can be no
assurance, however, that any refinancing would be obtainable or, if
obtainable, that the terms of such refinancing would be acceptable to the
Company.

Significant Stockholder

As of September 30, 1997, Randolph W. Lenz is the beneficial owner of
approximately 10% of the outstanding Common Stock. Mr. Lenz retired as the
Chairman of the Board and as a Director of the Company on August 28, 1995,
and currently serves as a consultant to the Company. In connection with
his retirement, Mr. Lenz entered into an agreement with the Company
pursuant to which, among other things, he agreed that he will not compete
with the Company until November 2000, and will vote his shares of Common
Stock in the manner recommended by the Board of Directors and will not
acquire any additional shares of Common Stock other than pursuant to the
retirement agreement until November 1998. In addition, the agreement also
provided for the granting by the Company to Mr. Lenz of a five-year $1.8
million forgivable loan bearing interest at a rate of 6.56% per annum.

The Company has entered into an agreement, dated June 27, 1997 (the
"Standstill Agreement"), with Mr. Lenz and certain of his affiliates which
places certain limitations on the ability of Mr. Lenz and such affiliates
to acquire, sell or otherwise dispose of shares of the Company's capital
stock. However, Mr. Lenz and one or more of such affiliates currently
pledge, and, subject to the terms of the Standstill Agreement, may in the
future pledge, shares of Common Stock owned by them as collateral for
loans. If Mr. Lenz or such affiliates default under such loans, the
pledgee may have the right to sell the shares of Common Stock pledged to it
in satisfaction of such obligations. The sale or other disposition of a
substantial amount of such shares of Common Stock in the public market
could adversely affect the prevailing market price for the Common Stock.
The sale or disposition of a substantial amount of such shares of Common
Stock owned by Mr. Lenz and his affiliates could also result in an
Ownership Change (as defined below). See "--Continuation of Net Operating
Loss Carryovers."

Continuation of Net Operating Loss Carryovers

The Company currently has federal NOLs of approximately $188.6
million. The Company would be subject to an annual limitation (described
below) on its ability to utilize its NOLs to offset future taxable income
if the Company undergoes an ownership change (an "Ownership Change") within
the meaning of Section 382 of the Internal Revenue Code of 1986, as amended
("Section 382"). Generally, an Ownership Change is deemed to occur if the
aggregate cumulative increase in the percentage ownership of the capital
stock of the Company (which generally includes for this purpose, but is not
limited to, the Common Stock and certain options and warrants) by persons
owning five percent or more of such capital stock and certain public groups
(within the meaning of Section 382) is more than 50 percentage points in
any three-year testing period. In the event of an Ownership Change, the
Company's utilization of its NOLs would be limited to an annual amount
(without extending the applicable 15-year carryforward period for NOLs)
equal to the product of the fair market value of the Company immediately
before such Ownership Change (as determined pursuant to Section 382, which
may provide for certain reductions in value) multiplied by the long-term
tax-exempt rate, which is an interest-indexed rate that is published
monthly by the IRS and which is approximately 5.27% as of the date of this
Prospectus. NOLs arising after the date that any Ownership Change occurs
will be unaffected by such Ownership Change.

It is impossible for the Company to ensure that an Ownership Change
will not occur in the future, in part because the Company has no ability to
restrict the acquisition or disposition of the Company's capital stock by
persons whose ownership could cause an Ownership Change. If Mr. Lenz
and/or his affiliates (see "--Significant Stockholder") were to sell all or
substantially all of their remaining shares of the Company's capital stock
prior to November 1998 in a manner other than as contemplated by the
Standstill Agreement, there would be a substantial likelihood that an
Ownership Change would occur. As a result, the Company has entered into
the Standstill Agreement with Mr. Lenz and certain of his affiliates which,
among other things, reduces the likelihood that future sales of the
Company's capital stock by Mr. Lenz or his affiliates will, by themselves,
cause an Ownership Change. However, there can be no assurance that the
Standstill Agreement will in fact prevent an Ownership Change from
occurring. In addition, the Company may in the future take certain actions
which, alone or coupled with other events, could give rise to an Ownership
Change, if in the exercise of the business judgment of the Company such
actions (which may include future issuances of equity securities) are
necessary or desirable. If an Ownership Change were to occur, the NOL
annual limitation under Section 382 could substantially reduce the
Company's future after-tax earnings and cash flow.

Reliance on Key Management

The success of the Company's business is dependent upon the management
and leadership skills of Ronald M. DeFeo, the Company's President and Chief
Executive Officer. The Company does not have an employment agreement with
Mr. DeFeo and the loss of his services could have a material adverse effect
on the Company.

SEC Investigation

In March 1994, the Securities and Exchange Commission (the
"Commission") initiated a private investigation, which included the Company
and certain of its affiliates, to determine whether violations of certain
aspects of the Federal securities laws had occurred. To date, the inquiry
of the Commission has primarily focused on accounting treatment and
reporting matters relating to various transactions which took place in the
late 1980s and early 1990s. The Company is cooperating with the Commission
in its investigation and it is not possible at this time to determine the
outcome of the Commission's investigation.

Environmental and Related Matters

The Company generates hazardous and nonhazardous wastes in the normal
course of its manufacturing operations. As a result, the Company is
subject to a wide range of federal, state, local and foreign environmental
laws and regulations, including the Comprehensive Environmental Response,
Compensation and Liability Act ("CERCLA"), that (i) govern activities or
operations that may have adverse environmental effects, such as discharges
to air and water, as well as handling and disposal practices for hazardous
and nonhazardous wastes, and (ii) impose liability for the costs of
cleaning up, and certain damages resulting from, sites of past spills,
disposals or other releases of hazardous substances. Compliance with such
laws and regulations has, and will, require expenditures by the Company on
a continuing basis. The Company does not expect that these expenditures
will have a material adverse effect on its financial condition or results
of operations.

Foreign Currencies and Interest Rate Risk

The Company's products are sold in over 50 countries around the world
and, accordingly, revenues of the Company are generated in foreign
currencies, while the costs associated with those revenues are only partly
incurred in the same currencies. The major foreign currencies, among
others, in which the Company does business are the Pound Sterling and the
French Franc. Costs of the Company are primarily incurred in the same
currencies and in percentages which are not materially different from the
revenue percentages. Since the Company's financial statements are
denominated in U.S. dollars, changes in exchange rates between the dollar
and other currencies have had and will have an impact on the reported
results of the Company. To date, this impact has not been material. The
Company may, from time to time, hedge specifically identified committed
transactions in foreign currencies using forward currency sale or purchase
contracts. The Company has not engaged in any speculative or profit
motivated hedging activities. Although revenues and costs of the Company
may be partially hedged, currency fluctuations will impact the Company's
financial performance in the future. In addition, international operations
are subject to a number of potential risks, including, among others,
currency exchange controls, transfer restrictions and rate fluctuations,
trade barriers, the effects of income and withholding tax, and governmental
expropriation.

The Company's borrowings are at both fixed and floating rates of
interest. For the floating rate portion of the borrowings, the Company is
at risk for fluctuations in interest rates. The Company does not currently
hedge any interest rate risk.

Restrictions on Dividends

Contractual restrictions exist under the Company's 13.25% Senior
Secured Notes due May 15, 2002 (the "Senior Secured Notes") and the New
Credit Facility which limit the Company's ability to pay dividends on its
capital stock. In addition, under Delaware law the Company's ability to
pay dividends is subject to the statutory limitation that such payment be
made either (i) out of its surplus (the excess of its net assets over its
total liabilities plus stated capital) or (ii) in the event that there is
no surplus, out of its net profits for the fiscal year in which the
dividend is declared and/or the preceding fiscal year. The Company intends
generally to retain earnings, if any, to repay indebtedness and to fund the
development and growth of its business. The Company does not plan on
paying dividends on the Common Stock in the foreseeable future. Any future
payments of cash dividends will depend upon the financial condition,
capital requirements and earnings of the Company, as well as other factors
that the Board of Directors may deem relevant.

Shares Eligible for Future Sale

As of October 31, 1997, 19,722,022 shares of Common Stock (not
including the shares of Common Stock offered in this Prospectus) were
outstanding. As of October 31, 1997, there were also (a) up to an
aggregate of 1,592,065 shares of Common Stock reserved for issuance under
the Company's incentive and other benefit plans; (b) an aggregate of
159,908 shares of Common Stock reserved for issuance upon exercise of
Series A Warrants (as described under "Description of Securities--Common
Stock Purchase Warrants"); and (c) 676,096 shares of Common Stock issuable
under the Company's outstanding common stock appreciation rights ("Equity
Rights") assuming all holders exercised their Equity Rights on September
30, 1997 and the Company elected to issue shares of Common Stock to satisfy
its obligations thereunder. In addition, Randolph W. Lenz, the holder of
the Company's Series B Cumulative Redeemable Convertible Preferred Stock
(the "Series B Preferred Stock"), has notified the Company of his election
to convert his shares of Series B Preferred Stock into 87,300 shares of
Common Stock in accordance with the terms thereof, which shares of Common
Stock will be issued by the Company during the fourth quarter of 1997.

The effect, if any, that future market sales of shares of Common Stock
or the availability of shares for sale will have on the market price
prevailing from time to time cannot be predicted. Nevertheless, sales of
substantial additional amounts of Common Stock in the public market, or the
perception that such sales could occur, could adversely affect the
prevailing market price for the Common Stock.

THE COMPANY

Terex is a global manufacturer of a broad range of construction and
mining related capital equipment. The Company strives to manufacture
machines which are low cost, simple to use and easy to maintain. The
Company's principal products include telescopic mobile cranes, aerial work
platforms, utility aerial devices, telescopic material handlers, truck
mounted cranes, rigid and articulated off-highway trucks and high capacity
surface mining trucks and related components and replacement parts. The
Company's products are manufactured at 12 plants in the United States and
Europe and are sold primarily through a worldwide network of dealers in
over 750 locations to the global construction, infrastructure and surface
mining markets. The Company's operations began in 1983 with the purchase
of Northwest Engineering Company, the Company's original business and name.
Since 1983, management has expanded and changed the Company's business
through a series of acquisitions and dispositions. In 1988, Northwest
Engineering Company merged into a subsidiary acquired in 1986 named Terex
Corporation, with Terex Corporation as the surviving entity. As a result
of the completion of the PPM Acquisition (as defined below) in May 1995,
the Company's operations were divided into three principal segments:
Material Handling, Heavy Equipment and Mobile Cranes. On November 27,
1996, the Company completed the sale of its worldwide material handling
segment, which was originally acquired in July 1992, and currently operates
two business segments: Terex Cranes and Terex Trucks. Terex Cranes
manufactures telescopic mobile cranes (including rough terrain, truck and
all terrain mobile cranes), aerial work platforms (including scissor,
articulated boom and straight telescoping boom aerial work platforms),
utility aerial devices (including digger derricks and articulated aerial
devices), telescopic material handlers (including container stackers, scrap
handlers and telescopic rough terrain boom forklifts), truck mounted cranes
(boom trucks) and related components and replacement parts. These products
are primarily used by construction and industrial customers and utility
companies. Terex Cranes is comprised of a number of divisions and
subsidiaries, and is headquartered in Conway, South Carolina. Terex Trucks
manufactures articulated and rigid off-highway trucks and high capacity
surface mining trucks and related components and replacement parts. These
products are used primarily by construction, mining and government
customers. Terex Trucks is headquartered in Motherwell, Scotland and is
comprised of Terex Equipment Limited ("TEL"), located in Motherwell,
Scotland, and Unit Rig, located in Tulsa, Oklahoma. The principal
executive offices of the Company are located at 500 Post Road East,
Westport, Connecticut 06880 and its telephone number is (203) 222-7170.

Terex Cranes was established as a separate business segment as a
result of the acquisition (the "PPM Acquisition") in May 1995 of
substantially all of the shares of P.P.M. S.A. and certain of its
subsidiaries, including P.P.M. SpA, Brimont Agraire S.A., a specialized
trailer manufacturer in France, PPM Krane GmbH, a sales organization in
Germany, and Baulift Baumaschinen Und Krane Handels GmbH, a parts
distributor in Germany, from Potain S.A., and all of the capital stock of
Legris Industries, Inc., which owned 92.4% of the capital stock of PPM
Cranes, Inc. from Legris Industries, S.A. Concurrently with the completion
of the PPM Acquisition, the Company contributed the assets (subject to
liabilities) of its Koehring Cranes and Excavators and Mark Industries
division to Terex Cranes, Inc., a wholly-owned subsidiary of the Company.
The former division now operates as Koehring Cranes, Inc., a wholly owned
subsidiary of Terex Cranes, Inc.

During 1997, the Company completed two acquisitions to augment its
Terex Cranes segment. On April 7, 1997, the Company completed the
acquisition of substantially all of the capital stock of certain of the
former subsidiaries of Simon Engineering plc for $90 million (subject to
adjustment under certain circumstances). The Simon Access Companies
consist principally of business units in the United States and Europe
engaged in the manufacture, sale and worldwide distribution of access
equipment designed to position people and materials to work at heights.
The Simon Access Companies' products include utility aerial devices, aerial
work platforms and truck mounted cranes (boom trucks) which are sold to
customers in the industrial and construction markets, as well as utility
companies. Specifically, the Company acquired 100% of the outstanding
common stock of (i) Simon Telelect, Inc. (now named Terex Telelect Inc.), a
Delaware corporation, (ii) Simon Aerials, Inc. (now named Terex Aerials,
Inc.), a Wisconsin corporation and parent company of Terex RO,
(iii) Sim-Tech Management Limited, a private limited company incorporated
under the laws of Hong Kong, (iv) Simon Cella, S.r.1., a company
incorporated under the laws of Italy, and (v) Simon Aerials Limited (now
named Terex Aerials Limited), a company incorporated under the laws of
Ireland; and 60% of the outstanding common stock of Simon-Tomen Engineering
Company Limited, a limited liability stock company organized under the laws
of Japan. On April 14, 1997, the Company completed the acquisition of all
of the capital stock of Baraga Products, Inc. and M&M Enterprises of
Baraga, Inc. The Square Shooter Business manufactures the Square Shooter,
a rough terrain telescopic lift truck designed to lift materials to heights
where they are used in construction.

USE OF PROCEEDS

The Company will not receive any cash proceeds from the sale of the
Common Stock by the Selling Stockholders.

<PAGE>
SELECTED CONSOLIDATED FINANCIAL DATA
(Dollars in millions, except per share amounts)

The selected historical consolidated financial data of the Company set
forth below as of and for the five years ended December 31, 1996 have been
derived from the audited historical consolidated financial statements of
the Company and the related notes thereto incorporated by reference in this
Prospectus. The following data should be read in conjunction with the
historical financial statements of the Company and the related notes
thereto incorporated by reference in this Prospectus and "Management's
Discussion and Analysis of Financial Condition and Results of Operations"
included elsewhere in this Prospectus.

Year Ended December 31,
--------------------------------------------------------
1992 1993 1994 1995 1996
---- ---- ---- ---- ----
<S> <C> <C> <C> <C> <C>
Income Statement Date:
Net sales . . . . . . . . . . . . . . . . . . . .$282.4 $274.7 $314.1 $501.4 $678.5
Cost of goods sold. . . . . . . . . . . . . . . . 252.8 242.2 266.0 431.0 609.3(1)
----- ----- ----- ----- -----
Gross profit. . . . . . . . . . . . . . . . . . . 29.6 32.5 48.1 70.4 69.2(1)
Engineering, selling and administrative
expenses. . . . . . . . . . . . . . . . . . . . 36.3 40.7 37.7 57.6 64.1(2)
---- ---- ---- ---- ----
Income (loss) from operations . . . . . . . . . . (6.7) (8.2) 10.4 12.8 5.1(3)
Interest income . . . . . . . . . . . . . . . . . 1.3 0.9 0.5 0.7 1.2
Interest expense. . . . . . . . . . . . . . . . . (22.9) (30.0) (28.3) (38.7) (44.8)(4)
Amortization of debt issuance costs . . . . . . . (1.7) (3.4) (2.3) (2.3) (2.6)
Gain on sale of stock of former subsidiary. . . . -- 3.0 26.0 1.0 --
Other income (expense), net . . . . . . . . . . . 30.6 (3.0) (1.4) (5.6) (1.1)
---- ---- ---- ---- ----
Income (loss) from continuing
operations before income taxes
and extraordinary items . . . . . . . . . . . . 0.6 (40.7) 4.9 (32.1) (42.2)
Provision for income taxes. . . . . . . . . . . . 0.1 -- -- -- (12.1)(5)
--- ---- --- ----- -----
Income (loss) from continuing operations
before extraordinary items. . . . . . . . . . . 0.7 (40.7) 4.9 (32.1) (54.3)
Income (loss) from discontinued operations. . . . 2.2 (24.3) (3.7) 4.4 102.0(6)
--- ----- ---- --- -----
Income (loss) before extraordinary items. . . . . 2.9 (65.0) 1.2 (27.7) 47.7
Extraordinary loss on retirement of debt. . . . . -- (1.5) (0.7) (7.5) --
--- ----- ---- ---- ----
Net income (loss) . . . . . . . . . . . . . . . . 2.9 (66.5) 0.5 (35.2) 47.7
Less preferred stock accretion. . . . . . . . . . -- (0.2) (6.0) (7.3) (22.9)(7)
--- ----- ---- ---- -----
Income (loss) applicable to common stock. . . . . $ 2.9 $(66.7) $(5.5) $(42.5) $24.8
===== ====== ===== ====== =====
Per Common and Common Equivalent Share:
Income (loss) from continuing operations. . . . $0.07 $(4.11) $(0.10) $(3.79) $(5.81)

Income (loss) from discontinued operations. . . 0.22 (2.44) (0.36) 0.42 7.67
---- ----- ----- ---- ----
Loss before extraordinary items . . . . . . . . 0.29 (6.55) (0.46) (3.37) 1.86
Extraordinary loss on retirement of debt. . . . -- (0.15) (0.07) (0.72) --
====== ====== ====== ====== ======
Net income (loss) . . . . . . . . . . . . . .$ 0.29 $(6.70) $(0.53) $(4.09) $ 1.86
====== ====== ====== ====== ======
Average Number of Common and Common
Equivalent Shares Outstanding in
Per Share Calculation . . . . . . . . . . . . . 9.9 10.0 10.3 10.4 13.3
===== ====== ====== ====== =====
Balance Sheet Data (at end of period):
Working capital . . . . . . . . . . . . . . .$ 97.2 $ 69.5 $ 56.5 $115.7 $195.2
Total assets. . . . . . . . . . . . . . . . . 477.3 390.7 401.6 478.9 471.2
Total debt. . . . . . . . . . . . . . . . . . 217.6 218.0 190.9 329.9 281.3
Stockholders' equity (deficit). . . . . . . . (9.1) (62.3) (55.7) (96.9) (71.7)

</TABLE>

(footnotes on following page)

Notes to Selected Consolidated
Financial Data

(1) As disclosed in "Management's Discussion and Analysis of Financial
Condition and Results of Operations," cost of goods sold includes
$27.1 million in nonrecurring charges. Excluding these charges,
gross profit would have been $96.3 million or 14.2% of net sales.

(2) As disclosed in "Management's Discussion and Analysis of Financial
Condition and Results of Operations," engineering, selling and
administrative expenses includes $2.8 million in nonrecurring
charges. Excluding these charges, engineering, selling and
administrative expenses would have been $61.3 million.

(3) Includes the effect of the nonrecurring charges set forth in (1)
and (2) above. Excluding these charges, income from operations
would have been $35.1 million.

(4) On November 27, 1996, the Company consummated the Clark Sale. As
a result, the Clark Material Handling Segment was accounted for as
a discontinued operation for the year ended December 31, 1996.
Generally accepted accounting principles permit, but do not
require, the allocation of interest expense between continuing
operations and discontinued operations. The Company has elected
not to allocate interest expense to discontinued operations
because such allocation, although permitted by generally accepted
accounting principles, would not necessarily be indicative of the
use of proceeds from the Clark Sale and the effect on interest
expense of Continuing Operations. As a result, loss from
Continuing Operations includes substantially all of the interest
expense of the Company, and income from discontinued operations
does not include any material interest expense.

(5) $11.3 million of this charge reflects the utilization of acquired
net operating losses by P.P.M. S.A.

(6) Represents the income from operations of the Clark Material
Handling Segment ($17.5 million) and the gain on the Clark Sale
($84.5 million).

(7) Includes annual accretion of the Company's Series A Cumulative
Redeemable Convertible Preferred Stock (the "Series A Preferred
Stock") of $7.7 million, annual accretion of the Series B
Preferred Stock and redeemable preferred stock of a subsidiary
aggregating $0.7 million, and a $14.5 million nonrecurring charge
as a result of the redemption of the Series A Preferred Stock in
January 1997.

<PAGE>
MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL
CONDITION AND RESULTS OF OPERATIONS

Results of Operations

The Company currently operates in two industry segments: Terex
Cranes and Terex Trucks. The Company previously operated a third industry
segment, the Clark Material Handling Segment, the results of which are
accounted for as Income (Loss) from Discontinued Operations. Terex Cranes
consists of Terex Cranes -- Waverly Operations, Terex Cranes -- Conway
Operations and PPM Europe. Terex Trucks consists of TEL and Unit Rig.

Year Ended December 31, 1995 Compared with Year Ended December 31, 1996

The table below is a comparison of net sales, gross profit,
engineering, selling and administrative expenses, income (loss) from
operations, and income (loss) from discontinued operations, by segment, for
1995 and 1996. The 1996 amounts include $30.0 million in nonrecurring
charges comprised of $18.3 million at Terex Cranes ($16.8 million gross
profit; $1.6 million engineering, selling and administrative expenses),
$10.4 million at Terex Trucks (gross profit), and $1.2 million
General/Corporate/Eliminations (engineering, selling and administrative
expenses).
<PAGE>
<TABLE>
<CAPTION>
Year Ended
December 31, Increase
1995 1996 (Decrease) % Change
(dollars in millions)
<S> <C> <C> <C> <C>
Net Sales
Terex Cranes. . . . . . . . . . . . $ 252.3 $ 363.9 $ 111.6 44.2%
-------- -------- ------- -----
Terex Trucks. . . . . . . . . . . . 250.3 314.9 64.6 25.8
General/Corporate/Eliminations. . . (1.2) (0.3) 0.9 --
-------- -------- ------- -----
Total $ 501.4 $ 678.5 $ 177.1 35.3
======== ======== ======= =====
Gross Profit
Terex Cranes. . . . . . . . . . . . $ 35.2 $ 38.1 $ 2.9 8.2%
Terex Trucks. . . . . . . . . . . . 35.9 31.3 (4.6) (12.8)
General/Corporate/Eliminations. . . (0.7) (0.2) 0.5 --
-------- -------- ------- ----
Total $ 70.4 $ 69.2 $ (1.2) (1.7)
======== ======== ======= =====
Gross Profit (Excluding Nonrecurring Charges)
Terex Cranes. . . . . . . . . . . . $ 35.2 $ 54.9 $ 19.7 56.0%
Terex Trucks. . . . . . . . . . . . 35.9 41.7 5.8 16.2
General/Corporate/Eliminations. . . (0.7) (0.2) 0.5 --
-------- -------- ------- -----
Total $ 70.4 $ 96.4 $ 26.0 36.9
======== ======== ======= =====
Engineering, Selling and
Administrative Expenses
Terex Cranes. . . . . . . . . . . . $ 28.0 33.3 $ 5.3 18.9%
Terex Trucks. . . . . . . . . . . . 22.9 25.7 2.8 12.2
General/Corporate/Eliminations. . . 6.7 5.1 (1.6) --
-------- -------- ------- -----
Total $ 57.6 $ 64.1 $ 6.5 11.3
======== ======== ======= =====
Income (loss) From Operations
Terex Cranes. . . . . . . . . . . . $ 7.2 $ 4.8 $ (2.4) (33.3)%
Terex Trucks. . . . . . . . . . . . 13.0 5.6 (7.4) (56.9)
General/Corporate/Eliminations. . . (7.4) (5.3) 2.1 --
-------- -------- ------- -----
Total $ 12.8 $ 5.1 $ (7.7) (60.2)
======== ======== ======= =====

Income (loss) From Operations
(Excluding Nonrecurring Charges)
Terex Cranes. . . . . . . . . . . . $ 7.2 $ 23.2 $ 16.0 222.2%
Terex Trucks. . . . . . . . . . . . 13.0 16.0 3.0 23.1
General/Corporate/Eliminations. . . (7.4) (4.1) 3.3 44.6
-------- -------- ------- ------
Total $ 12.8 $ 35.1 $ 22.3 174.2
======== ======== ======= =====
Income (loss) From
Discontinued Operations . . . . . . $ 4.4 $ 102.0 $ 97.6
======== ======== ======= <PAGE>
Net Sales
</TABLE>

Sales increased $177.1 million, or approximately 35.3%, to $678.5
million from $501.4 million in 1995, reflecting the PPM Acquisition in the
second quarter of 1995.

Terex Cranes' sales were $363.9 million for 1996, an increase of
$111.6 million, or 44.2%, from $252.3 million in 1995 which did not include
PPM prior to the PPM Acquisition. Machine sales increased $94.9 million to
$291.8 million in 1996. This increase in sales was due primarily to the
inclusion of PPM Europe and Terex Cranes -- Conway Operations for all of
1996, as compared to 1995 when the results of these operations were not
included prior to May 9, 1995. The increase in Terex Cranes' sales in 1996
as compared to 1995 was also attributable to an increase of $34.3 million
in sales at Terex -- Waverly Operations as compared to 1995 and, to a
lesser extent, to a growth in sales at PPM Europe and Terex Cranes --
Conway Operations during such period. Parts sales increased $11.4 million
to $64.3 million in 1996. Terex Cranes' bookings were $356.1 million for
1996, compared to $236.7 million for 1995, an increase of $119.4 million.

Terex Trucks' sales increased $64.6 million in 1996 to $314.9 million.
Machines sales increased 36.2% primarily due to increased presence in the
Asian market and the United States rental market, and parts sales increased
8.5% in 1996. The sales mix was approximately 29% parts in 1996 compared
to 34.6% parts in 1995. Terex Trucks' bookings for 1996 were $277.9
million, a decrease of $3.0 million, or 1.1%, from 1995. Backlog decreased
to $53.4 million at December 31, 1996 from $88.8 million in 1995 as a
result of a large order which was placed late in 1995. However, the
average backlog increased slightly to $68.1 million for 1996 as compared to
$57.0 million for 1995.

Gross Profit

Gross profit for 1996 decreased $1.2 million to $69.2 million. The
decline in the gross profit was primarily due to the $16.8 million write
down of goodwill and other long lived assets at Terex Cranes and $10.4
million of nonrecurring charges recorded at Terex Trucks in the fourth
quarter of 1996. These charges substantially offset the increased gross
profit from increased net sales during 1996 as compared to 1995. Gross
profit as a percentage of net sales for 1996 decreased to 10.2% as compared
to 14.0% for 1995 as a result of the nonrecurring charges. However,
excluding these $27.1 million charges in 1996, gross profit as a percentage
of sales increased to 14.2% and increased from $70.4 million to $96.3
million.

Terex Cranes' gross profit increased $2.9 million to $38.1 million for
1996, compared to $35.2 million for 1995, reflecting the PPM Acquisition,
the effect of cost reduction actions put in place at PPM Europe and Terex
Cranes -- Conway Operations, and improved performance at Terex Cranes --
Waverly Operations. These improvements were substantially offset by an
impairment charge which resulted from a detailed analysis of future cash
flows from operations primarily at Terex Cranes -- Conway Operations
facility. Excluding the impairment charge, Terex Cranes' gross profit in
1996 increased $19.7 million as compared to 1995 and the gross profit
percentage increased to 15.1% as compared to 14.0% in 1995.

Terex Trucks' gross profit decreased $4.6 million to $31.3 million in
1996 compared to $35.9 million for 1995. Excluding the $10.4 million
nonrecurring charges noted above, Terex Trucks' gross profit increased $5.8
million in 1996 as compared to 1995. The $10.4 million nonrecurring
charges are comprised mainly of $8.6 million at Unit Rig for the reduction
in value of the Unit Rig Tulsa facility due to changes in production
methods, and $1.9 million of goodwill associated with TEL's acquisition of
its UK distributor, IMACO, which was written off and recorded as an
impairment charge in 1996. Exclusive of these nonrecurring charges, the
gross profit percentage in 1996 decreased to 13.2% from 14.3% in 1995 due
to an increase in the proportion of machine sales as compared to parts
sales. Parts sales have higher margins than machine sales.

Engineering, Selling and Administrative Expenses

Engineering, selling and administrative expenses (which include the
Company's research and development expenses) increased to $64.1 million in
1996 from $57.6 million for 1995, reflecting the effects of the PPM
Acquisition. However, engineering, selling and administrative expenses as
a percentage of net sales decreased to 9.4% for 1996 from 11.5% for 1995.
Terex Trucks' engineering, selling and administrative expenses increased to
$25.7 million for 1996 from $22.9 million for 1995 primarily due to costs
associated with a new parts sales office and a new U.K. dealership. Terex
Cranes' engineering, selling and administrative expenses increased to $33.3
million for 1996 from $28.0 million for 1995, reflecting the PPM
Acquisition and nonrecurring charges of $1.6 million. See "Business --
Research and Development" for a discussion of the Company's engineering
expenses.

Income (Loss) from Operations

Terex Cranes' income from operations of $4.8 million for 1996
decreased by $2.4 million over 1995, primarily due to the impairment
charges at the Terex Cranes -- Conway Operations facility, which were
offset somewhat by the increased net sales and the effect of cost control
initiatives implemented at all PPM operations since they were acquired by
the Company, and continued strong performance by Terex Cranes -- Waverly
Operations.

Terex Trucks' income from operations decreased by $7.4 million to $5.6
million for 1996 from $13.0 million in 1995, primarily due to the
nonrecurring charges mentioned above under "Gross Profit." Excluding these
charges, income from operations increased to $16.0 million.

On a consolidated basis, the Company had operating income of $5.1
million for 1996, compared to operating income of $12.8 million for 1995,
for the reasons mentioned above.

Interest Expense

Net interest expense increased to $43.6 million for 1996 from $38.0
million in 1995 as a result of incremental borrowings associated with the
PPM Acquisition. The Company realized gains in 1996 of $3.3 million from
the sale of excess property principally in Scotland and Italy.

Other Income (Expense)

During 1996, the Company recorded a provision for income taxes of
$12.1 million; in 1995, the Company recorded no provision for income taxes.
The 1996 provision for income taxes primarily relates to $11.3 million of
tax expense recognized at PPM Europe in connection with its
recapitalization which required the Company to utilize a net operating loss
carryforward. The additional $0.8 million provision relates to taxes due
on the sale of property in Europe.

In 1995, the Company had a gain of $1.0 million from the sale of stock
of a former subsidiary and recorded a charge of $0.5 million to recognize
the impairment in value of certain properties held for sale.

Income (Loss) from Discontinued Operations

Income from discontinued operations in the Clark Material Handling
Segment increased $97.6 million to $102.0 million for 1996 as compared to
$4.4 million in 1995. The increased income was primarily due to the gain
realized on the Clark Sale of $84.5 million. Gross profit for 1996
(through the date of the Clark Sale) increased $1.2 million to $46.0
million as compared to 1995 even though net sales decreased $124.2 million
or 23%. Additionally, in 1995 the Clark Material Handling Segment recorded
charges of $6.0 million related to severance costs, exit costs and the
impairment in value of certain properties held for sale.

Extraordinary Items

The Company recorded a charge of $7.5 million in 1995 to recognize a
loss on the early extinguishment of debt in connection with its debt
refinancing in May 1995.

<PAGE>
Year Ended December 31, 1994 Compared with Year Ended December 31, 1995

The table below is a comparison of net sales, gross profit, engineering,
selling and administrative expenses, income (loss) from operations and income
(loss) from discontinued operations, by segment, for 1994 and 1995.

Year Ended
December 31, Increase
1994 1995 (Decrease) % Change
(dollars in millions)
<S> <C> <C> <C> <C>
Net Sales
Terex Cranes. . . . . . . . . . . . $ 90.4 $ 252.3 $ 161.9 179.1%
Terex Trucks. . . . . . . . . . . . 226.8 250.3 23.5 10.4
General/Corporate/Eliminations. . . (3.1) (1.2) 1.9 --
-------- -------- ------- -----
Total $ 314.1 $ 501.4 $ 187.3 59.6
======== ======== ======= =====
Gross Profit
Terex Cranes . . . . . . . . . . . $ 14.2 $ 35.2 $ 21.0 147.9%
Terex Trucks. . . . . . . . . . . . 33.9 35.9 2.0 5.9
General/Corporate/Eliminations. . . --- (0.7) (0.7) --
-------- -------- ------- -----
Total $ 48.1 $ 70.4 $ 22.3 46.4
======== ======== ======= =====
Engineering, Selling and Administrative
Expenses
Terex Cranes. . . . . . . . . . . . $ 6.3 $ 28.0 $ 21.7 344.4%
Terex Trucks. . . . . . . . . . . . 22.7 22.9 0.2 0.9
General/Corporate/Eliminations. . . 8.7 6.7 (2.0) --
-------- -------- ------- -----
Total $ 37.7 $ 57.6 $ 19.9 52.8
======== ======== ======= =====
Income (loss) From Operations
Terex Cranes. . . . . . . . . . . . $ 7.9 $ 7.2 $ (0.7) (8.9%)
Terex Trucks. . . . . . . . . . . . 11.2 13.0 1.8 16.1
General/Corporate/Eliminations. . . (8.7) (7.4) 1.3 --
-------- -------- ------ -----
Total $ 10.4 $ 12.8 $ 2.4 23.1
======== ======== ======= =====
Income (loss) From Discontinued Operations $ (3.7) $ 4.4 $ 8.1
======== ======== =======
</TABLE>

Net Sales

Sales increased $187.3 million to $501.4 million, or approximately
60%, for 1995 as compared to 1994.

Terex Cranes' sales were $252.3 million for 1995, an increase of
$161.9 million from $90.4 million in 1994 due primarily to the PPM
Acquisition. Terex Cranes' backlog was $85.3 million at December 31, 1995,
reflecting the additional PPM backlog, compared to $11.7 million at
December 31, 1994.

Terex Trucks' sales increased $23.5 million for 1995 over 1994.
Machines sales increased 8%, and parts sales increased 7%. The sales mix
was approximately 35% parts for 1995 compared to 36% parts for 1994. Terex
Trucks' parts sales were adversely affected by the strike at the Company's
parts distribution center. Terex Trucks' bookings for 1995 were $271.3
million, an increase of $39.1 million, or 17%, from 1994. Terex Trucks'
backlog was $88.8 million at December 31, 1995 compared to $67.8 million at
December 31, 1994.

Gross Profit

Gross profit of $70.4 million for 1995 was $22.3 million, or 46%,
higher than gross profit of $48.1 million for 1994.

Terex Cranes' gross profit increased $21.0 million to $35.2 million
for 1995, compared to $14.2 million for 1994, primarily reflecting the
addition of the May through December 1995 results of PPM. The gross profit
percentage for Terex Cranes was 14% for 1995 and 16% for 1994. The gross
profit percentage decrease was primarily due to costs related to
integrating PPM into Terex Cranes.

Terex Trucks' gross profit increased $2.0 million to $35.9 million for
1995 compared to $33.9 million for 1994. The gross profit percentage for
Terex Trucks was 14% for 1995 and 15% for 1994.

Engineering, Selling and Administrative Expenses

Engineering, selling and administrative expenses (which include the
Company's research and development expenses) increased to $57.6 million for
1995 from $37.7 million for 1994. Terex Cranes' engineering, selling and
administrative expenses increased to $28.0 million for 1995 from $6.3
million for 1994 reflecting the PPM Acquisition. Terex Trucks'
engineering, selling and administrative expenses increased to $22.9 million
for 1995 from $22.7 million for 1994 as a result of costs associated with
the start-up of a new parts service business, which substantially offset
the cost savings at other operations. Corporate administrative expenses in
1994 included a charge of $2.2 million in connection with the termination
of a management contract with KCS Industries, L.P. ("KCS"), a Connecticut
limited partnership principally owned by certain present and former
officers of the Company, offset by allocations to operating segments. See
"Business--Research and Development" for a discussion of the Company's
engineering expenses.

Income (Loss) from Operations

Terex Cranes' income from operations of $7.2 million for 1995
decreased by $0.7 million versus 1994, primarily due to losses at PPM. As
a result of cost reductions, improvements in inventory management and
consolidation of model offerings, PPM Europe, Terex Cranes -- Conway
Operations and Terex Cranes -- Waverly Operations were profitable in 1994
and 1995 after several years of losses.

Terex Trucks' income from operations improved by $1.8 million to $13.0
million for 1995 from $11.2 million in 1994, primarily as a result of
reduced costs, offset by costs associated with the start-up of a new parts
service business.

On a consolidated basis, the Company realized operating income of
$12.8 million for 1995, compared to $10.4 million for 1994.

Interest Expense

Net interest expense increased to $38.0 million for 1995 from $27.8
million in 1994 as a result of incremental borrowings associated with the
PPM Acquisition. The Company realized gains of $1.0 million and $26.0
million from sales of common stock of a former subsidiary during 1995 and
1994, respectively.

Other Income (Expense)

The Company recorded a charge of $0.5 million in 1995 to recognize the
impairment in value of certain properties held for sale.

The Company also incurred net foreign exchange losses of $1.9 million,
trademark-related expenses of $1.3 million, and $0.6 million of group
retiree expenses during 1995.

The Company recorded a charge of $2.5 million in 1995 for payments
related to the retirement of its former Chairman of the Board in August
1995, and future payments related to the consulting obligations under the
retirement agreement of the former Chairman.

During 1995 and 1994, the Company recorded no provision for income
taxes.

Extraordinary Items

The Company recorded a charge of $7.5 million in 1995 to recognize a
loss on the early extinguishment of debt in connection with the May 1995
refinancing. During 1994, the Company recognized extraordinary losses
totaling $0.7 million to write-off unamortized discount and debt issuance
costs when it repurchased $27.3 million of its old senior secured debt.

Income (Loss) from Discontinued Operations

Income from discontinued operations in the Clark Material Handling
Segment increased $8.1 million to $4.4 million for 1995, as compared to a
loss of $3.7 million for 1994. The increased income was primarily due to
increased sales and to the success of the cost reduction programs put in
place in the latter half of 1995.

Liquidity and Capital Resources

The Company's businesses are working capital intensive and require
funding for purchases of production and replacement parts inventories,
capital expenditures for repair, replacement and upgrading of existing
facilities as well as financing of receivables from customers and dealers.
The Company has significant debt service requirements, including semi-
annual interest payments on the Senior Secured Notes and monthly interest
payments on the New Credit Facility.

Debt reduction and an improved capital structure are major focal
points for the Company. In this regard, the Company regularly reviews its
alternatives to improve its capital structure and to reduce debt through
debt refinancings, issuances of equity, asset sales, including the sale of
business units, or any combination thereof. As part of its strategy to
strengthen its capital structure and reduce debt, on November 27, 1996, the
Company completed the Clark Sale for an aggregate cash purchase price,
subject to adjustments, of approximately $140 million. Upon closing, the
Company immediately paid down its then existing credit facility. In
accordance with the indenture governing the Senior Secured Notes (the
"Indenture"), the Company offered to repurchase (the "Notes Offer") $100
million principal amount of Senior Secured Notes at par plus accrued
interest. The Notes Offer expired on December 27, 1996, but no Senior
Secured Notes were tendered for repurchase.

Consistent with its strategy of improving its capital structure, on
December 30, 1996, the Company called all of its issued and outstanding
Series A Preferred Stock for redemption on January 29, 1997 (the
"Redemption Date"). The Series A Stock was accreting initially at a rate
of 13% per annum, which was to increase to 18% per annum at the end of
1998. All 1,200,000 shares of the Series A Preferred Stock outstanding on
the Redemption Date were redeemed at a redemption price of $37.80 per
share, or approximately $45.4 million in aggregate.

On July 28, 1997 and August 7, 1997, the Company issued an additional
5,000,000 shares and 700,000 shares, respectively, of its Common Stock in
an underwritten public stock offering. The shares were issued at a price
to the public of $19.50 per share. The net proceeds received by the
Company after deduction of underwriter discounts, commissions and other
expenses were $104.6 million. A portion of the proceeds from the stock
offering were initially used to reduce borrowings under the New Credit
Facility on July 28, 1997. On September 4, 1997, the Company used a
portion of the proceeds from the stock offering to redeem $83.3 million of
the Senior Secured Notes. The total funds paid at the redemption were
$94.6 million ($83.3 million principal, $7.9 million redemption premium and
$3.4 million accrued interest). As a result of the redemption of a portion
of the Senior Secured Notes, the annual interest payments on the Senior
Secured Notes decreases from $33.1 million to $22.1 million, a savings of
$11.0 million per year.

Net cash of $17.6 million was used in operating activities during
1996, primarily due to an increase in working capital at year end for the
expansion of the Company's business. Net cash provided by investing
activities was $135.7 million during 1996 principally due to the Clark
Sale. Net cash used by financing activities during 1996 was principally
due to the repayment of the Company's then existing credit facility ($70
million) with the proceeds from the Clark Sale, offset partially by the use
of the lending facilities in the United Kingdom. Cash and cash equivalents
totaled $72 million at December 31, 1996.

Net cash of $19.8 million was used by operating activities during the
nine months ended September 30, 1997. $60.0 million was provided by operating
results plus depreciation and amortization, and approximately $39.9 million
was invested in working capital during the period to support the increase
in business activity at Terex Cranes and TEL. The remaining effect on cash
from operations for the period was due to the costs of financing. Net cash
used in investing activities was $99.6 million during the nine months ended
September 30, 1997, primarily related to the purchase of the Acquired
Businesses. Net cash provided by financing activities was $60.8 million
during the nine months ended September 30, 1997. Cash was provided by the
net proceeds from the issuance of Common Stock in the public offering and
additional borrowings primarily related to the purchase of the Acquired
Businesses. Cash was used for the redemption of the Series A Preferred
Stock and the redemption of a portion of the Senior Secured Notes. Cash
and cash equivalents totaled $6.7 million at September 30, 1997.

Concurrently with the Simon Acquisition the Company entered into the
New Credit Facility. The New Credit Facility provides the Company with the
ability to borrow (in the form of revolving loans and up to $20.0 million
in outstanding letters of credit) up to $125.0 million. The New Credit
Facility is secured by substantially all of the Company's domestic
receivables and inventory. The amount of borrowings available under the
New Credit Facility is limited to established percentages of eligible
receivables and eligible inventory of certain of the Company's domestic
subsidiaries. The New Credit Facility matures on April 7, 2000. At the
option of the Company, revolving loans may be in the form of prime rate
loans bearing interest at a rate of between 0.5% and 1.5% per annum in
excess of the prime rate or eurodollar rate loans bearing interest at a
rate of between 2.0% and 3.0% per annum in excess of the adjusted
eurodollar rate. The margin over the prime rate or eurodollar rate paid by
the Company is based upon the Company's fixed charge coverage ratio from
time to time. As of November 30, 1997, the Company's balance outstanding
under the New Credit Facility totaled $88.9 million (after the payment,
of $11.0 million on the Senior Secured Notes on November 15, 1997)
letters of credit issued under the New Credit Facility totaled $7.9 million,
and the additional amount the Company could have borrowed under the New Credit
Facility was $11.5 million.

TEL has a bank facility which provides, among other things, a working
capital facility of 6 million Pounds Sterling, and PPM Europe has working
capital facilities aggregating $6 million. Management intends to seek
additional working capital financing facilities for the Company's
international operations to provide additional liquidity worldwide.

Factors Affecting Future Liquidity

The Company currently has $166.7 million of Senior Secured Notes
outstanding. The Indenture places certain limits on the Company's ability
to incur additional indebtedness; permit the existence of liens; issue, pay
dividends on or redeem equity securities; utilize the proceeds of asset
sales; consolidate, merge or transfer assets to another entity; and enter
into transactions with affiliates.

The New Credit Facility also places restrictions on the Company's
ability to incur additional indebtedness; permit the existence of liens;
issue, pay dividends and or redeem equity securities; utilize the proceeds
of asset sales; consolidate, merge or transfer assets to another entity;
and enter into transactions with affiliates.

The Company's debt service obligations for 1998 include approximately
$11.0 million on May 15 and $11.0 on November 15 on the Senior Secured
Notes and variable monthly payments on the New Credit Facility. Management
believes that with cash generated from operations, together with the New
Credit Facility, the Company has adequate liquidity to meet the Company's
operating and debt service requirements for the foreseeable future.

Foreign Currencies and Interest Rate Risk

Contingencies and Uncertainties

In March 1994, the Commission initiated a private investigation, which
included the Company and certain of its affiliates, to determine whether
violations of certain aspects of the Federal securities laws have taken
place. See "Risk Factors -- SEC Investigation." During 1996, the Company
incurred $0.3 million of legal fees and expenses on behalf of the Company,
directors and executives of the Company, and KCS. In general, under the
Company's by-laws, the Company is obligated to indemnify officers and
directors for all liabilities arising in the course of their duties on
behalf of the Company. To date, no officer or director has had legal
representation separate from the Company's legal representation, and no
allocation of the legal fees for such representation has been made.

The Company is subject to a number of contingencies and uncertainties
including product liability claims, self-insurance obligations, tax
examinations and guarantees. Many of the exposures are unasserted or
proceedings are at a preliminary stage, and it is not presently possible to
estimate the amount or timing of any cost to the Company. However,
management does not believe that these contingencies and uncertainties
will, in the aggregate, have a material adverse effect on the Company.
When it is probable that a loss has been incurred and possible to make
reasonable estimates of the Company's liability with respect to such
matters, a provision is recorded for the amount of such estimate or for the
minimum amount of a range of estimates when it is not possible to estimate
the amount within the range that is most likely to occur.

The Company is also subject to certain contingencies and uncertainties
concerning net operating loss carryovers and environmental liabilities.
See "Risk Factors -- Tax Audit Issues," "-- Continuation of Net Operating
Loss Carryovers" and "-- Environmental and Related Matters."

BUSINESS

General

Products

Telescopic Mobile Cranes

Telescopic mobile cranes are used primarily in new industrial,
commercial construction and public works construction industries and in
maintenance applications, to lift equipment or material to heights in
excess of 50 feet. The Company's Terex Cranes segment manufactures the
following types of telescopic mobile cranes:

Rough Terrain Cranes -- are designed to lift materials and equipment
on rough or uneven terrain and are most often located on a single
construction or work site such as a building site, a highway or a utility
project for long periods of time. Rough terrain cranes cannot be driven on
highways and accordingly must be transported by truck to the work site.
Rough terrain cranes manufactured by Terex Cranes have maximum lifting
capacities of up to 90 tons and maximum tip heights of up to 205 feet.
Terex Cranes manufactures its rough terrain cranes at its facilities
located at Waverly, Iowa, Conway, South Carolina, Montceau les Mines,
France, and Crespellano, Italy under the brand names TEREX, LORAIN, P&H,
PPM and BENDINI.

Truck Cranes -- have two cabs and can travel rapidly from job site to
job site at highway speeds. In contrast to rough terrain cranes which are
often located for extended periods at a single work site, truck cranes are
often used for multiple local jobs, primarily in urban or suburban areas.
Truck cranes manufactured by Terex Cranes have maximum lifting capacities
of up to 75 tons and maximum tip heights of up to 193 feet. Terex Cranes
manufactures truck cranes at its Waverly, Iowa and Conway, South Carolina
facilities under the brand names P&H and LORAIN.

All Terrain Cranes -- were developed in Europe as a cross between
rough terrain and truck cranes in that they are designed to travel across
both rough terrain and highways. All terrain cranes have two cabs and are
versatile and highly maneuverable. All terrain cranes manufactured by
Terex Cranes have lifting capacities of up to 130 tons and maximum tip
heights of up to 223 feet. Terex Cranes manufactures its all terrain
cranes at its Montceau les Mines, France facility under the brand names
TEREX and PPM.

Truck Mounted Cranes (Boom Trucks)

Terex Cranes manufactures telescopic boom cranes for mounting on
commercial truck chassis. Terex also distributes truck mounted articulated
cranes under the EFFER brand name which are manufactured by EFFER SpA.
Truck mounted cranes are used primarily in the construction industry to
lift equipment or materials to various heights. Boom trucks are generally
lighter and have a lower lifting capacity than truck cranes, and are used
for many of the same applications when lower lifting capabilities are
required. An advantage of a boom truck is that the equipment or material
to be lifted by the crane can be transported by the truck which can travel
at highway speeds. Applications include the installation of air
conditioners and other roof equipment. The Company's Terex Cranes segment
manufactures the following types of cranes for installation on truck
chassis:

Telescopic Boom Truck Mounted Cranes -- enable an operator to reach
heights of up to 167 feet and have a maximum lifting capacity of up to 37.5
tons. Terex Cranes manufactures its telescopic boom truck mounted cranes
at its Olathe, Kansas facility under the brand name RO-STINGER.

Articulated Boom Truck Mounted Cranes -- are for users who prefer
greater capacities over the greater vertical reach provided by a telescopic
boom truck mounted crane. At its Olathe, Kansas facility, Terex Cranes
acts as the master distributor for the EFFER brand line of articulated boom
truck mounted cranes which have maximum capacities up to 87,305 pounds and
horizontal reach to 66 feet.

Aerial Work Platforms

Aerial work platforms are self propelled devices which position
workers and materials easily and quickly to elevated work areas. These
products have developed over the past 20 years as alternatives to
scaffolding and ladders. The work platform is mounted on either a
telescoping and/or articulating boom or on a vertical lifting scissor
mechanism.

Scissor Lifts -- are used in open areas in indoor or outdoor
applications in a variety of construction, industrial and commercial
settings. Scissor lifts manufactured by Terex Cranes have maximum working
heights of up to 52 feet and maximum load capacities of up to 2,000 pounds.
Terex Cranes manufactures scissor aerial work platforms at its Waverly,
Iowa, Bowerston, Ohio and Milwaukee, Wisconsin facilities under the brand
names TEREX, SIMON and MARK.

Straight Telescopic Boom Lifts -- are used primarily outdoors in
residential, commercial and industrial new construction and maintenance
projects. Straight telescopic boom lifts manufactured by Terex Cranes have
maximum working heights of up to 126 feet and maximum load capacities of up
to 650 pounds. Terex Cranes manufactures its straight telescopic aerial
work platforms at its Waverly, Iowa and Milwaukee, Wisconsin facilities
under the brand names TEREX, SIMON and MARK.

Articulating Telescopic Boom Lifts -- are generally used in industrial
environments where the articulation allows the user to access elevated
areas over machines or structural obstacles which prevent access with a
scissor lift or straight boom. Articulating lifts available from Terex
Cranes have maximum working heights of up to 70 feet and maximum load
capacities of up to 500 pounds. Terex Cranes manufactures its articulating
telescopic boom lifts at its Waverly, Iowa and Milwaukee, Wisconsin
facilities under the brand names TEREX, SIMON and MARK.

Utility Aerial Devices

Utility aerial devices are used to set utility poles and move workers
and materials to work areas at the top of utility poles and towers.
Utility aerial devices are mounted on commercial truck chassis which
include separately installed steel cabinets for tool and material storage.
Most utility aerial devices are insulated to permit live wire work.

Articulated Aerial Devices -- are used to elevate workers to work
areas at the top of utility poles or in trees and include one or two man
baskets. Articulated aerial devices available from Terex Cranes include
telescopic, non-overcenter and overcenter models and range in working
heights from 32 to 203 feet. Articulated aerial devices are manufactured
by Terex Cranes at its Watertown, South Dakota facility under the brand
names TELELECT and HI-RANGER.

Digger Derricks -- are used to set telephone poles. The digger
derricks include a telescopic boom with an auger mounted at the tip which
digs a hole, and a device to grasp, manipulate and set the pole. Digger
derricks available from Terex Cranes have sheave heights exceeding 70 feet
and lifting capacities up to 48,000 pounds. Digger derricks are
manufactured by Terex Cranes at its Watertown, South Dakota facility under
the brand names TELELECT and HI-RANGER.

Telescopic Material Handlers

Telescopic material handlers are used to lift containers or other
material from one location to another at the same job site.

Telescopic Container Stackers -- are used to pick up and stack
containers at dock and terminal facilities. At the end of a telescopic
container stacker's boom is a spreader which enables it to attach to
containers of varying lengths and weights and to rotate the container up to
360 degrees. Telescopic container stackers are particularly effective in
storage areas where containers are continually added and removed, and where
the efficient manipulation of, and access to, specific containers is
required. Telescopic container stackers manufactured by Terex Cranes have
lifting capacities up to 49.5 tons, can stack up to six full or nine empty
containers and are able to maneuver through very narrow areas. Terex
Cranes manufactures its telescopic container stackers under the brand names
PPM and P&H SUPERSTACKERS at its Conway, South Carolina and Montceau les
Mines, France facilities.

Rough Terrain Telescopic Boom Forklifts -- serve a similar function as
smaller size rough terrain telescopic mobile cranes and are used
exclusively to move and place materials on new residential and commercial
job sites. Terex Cranes manufactures rough terrain telescopic boom
forklifts with load capacities of up to 10,000 pounds and with a maximum
extended reach of up to 31 feet and lift capabilities of up to 48 feet.
Terex Cranes manufactures rough terrain telescopic boom forklifts at its
facility in Baraga, Michigan under the brand name SQUARE SHOOTER.

Rigid and Articulated Off-Highway Trucks - Terex Trucks manufactures
two distinct types of off-highway trucks with hauling capacities from 25 to
100 tons: articulated and rigid frame. Terex Trucks manufactures rigid
and articulated trucks at its TEL facility in Motherwell, Scotland. TEL
manufactures and markets articulated trucks and rigid frame trucks under
the TEREX brand name and sells to other truck manufacturers on a private
label basis.

Articulated Off-Highway Trucks -- are three axle, six wheel drive
machines with a capacity range of 25 to 40 tons. Their differentiating
feature is an oscillating connection between the cab and body which allows
the cab and body to move independently, thereby enabling all six tires to
maintain ground contact for improved traction on rough terrain. This
allows the truck to move effectively through extremely rough or muddy off-
road conditions. Articulated off-highway trucks are typically used
together with an excavator or wheel loader to move dirt in connection with
road, tunnel or other infrastructure construction and commercial,
industrial or major residential construction projects.

Rigid Off-Highway Trucks -- are two axle machines which generally have
larger capacities than articulated trucks but can operate only on improved
or graded surfaces. The capacities of rigid off-highway trucks range from
35 to 100 tons, and off-highway trucks have applications in large
construction or infrastructure projects, aggregates and smaller surface
mines.

High Capacity Surface Mining Trucks -- are off road dump trucks with
capacities in excess of 120 tons primarily for surface mining. Terex
Trucks' haulers are powered by a diesel engine driving an electric
generator that provides power to individual electric motors in each of the
rear wheels. Unit Rig's current LECTRA HAUL product line consists of a
series of rear dump trucks with payload capacities ranging from 120 to 260
tons, and bottom dump trucks with capacities ranging from 180 to 270 tons.
Terex Trucks' high capacity surface mining trucks are manufactured at Unit
Rig, located in Tulsa, Oklahoma, under the UNIT RIG and LECTRA HAUL brand
names.

Backlog

The Company's backlog as of December 31, 1995 and 1996 and September
30, 1996 and 1997 was as follows:
<PAGE>
December 31, September 30,
1995 1996 1996 1997
(dollars in millions)
Terex Cranes........................ $ 85.3 $ 67.2 $ 52.7 $121.3
Terex Trucks........................ 88.8 53.4 59.4 33.3
Total.......................... $ 174.1 $ 120.6 $112.1 $154.6
======= ======= ====== ======

Substantially all of the Company's backlog orders are expected to be
filled within one year, although there can be no assurance that all such
backlog orders will be filled within that time period. The Company's
backlog orders represent primarily new machine orders. Parts orders are
generally filled on an as-ordered basis. Backlog in Terex Cranes decreased
in 1996 as manufacturing efficiencies reduced lead times, improving product
availability for customers. The backlog for the Terex Trucks' segment was
unusually high at year end 1995 as a result of a large order for Unit Rig
equipment which was placed late in 1995. Backlog for Terex Cranes
increased at September 30, 1997 over December 31, 1996 primarily due to the
effect of the Acquired Companies. Backlog for Terex Trucks decreased at
September 30, 1997 over December 31, 1996 primarily due to a decline at
Unit Rig of approximately $13 million.

Distribution

Terex Cranes distributes its products primarily through a global
network of dealers in over 750 different locations. With respect to
telescopic mobile cranes in North America, Terex Cranes maintains extensive
dealer networks. The geographic strength of Terex Cranes' telescopic
mobile cranes marketed under the LORAIN brand name centers in the midwest
and mid-Atlantic regions of the United States and the geographic strength
of telescopic mobile cranes marketed under the P&H brand name centers in
the southern and western regions of the United States. Terex Cranes'
European distribution is carried out primarily under three brand names,
TEREX, PPM and BENDINI, through a single distribution network comprised of
both distributors and a direct sales force. Terex Cranes sells its utility
aerial devices under the SIMON, TEREX and TELELECT brand names principally
through a network of North American distributors. Terex Cranes sells its
aerial work platform products through a distribution network that includes
many of the Aerials Limited and Aerials dealers throughout the world, but
principally in North America and Europe. Terex Cranes' aerial work
platform products are sold under the brand names TEREX, MARK and SIMON.

TEL markets machines and replacement parts primarily through worldwide
dealership networks. TEL's truck dealers are independent businesses which
generally serve the construction, mining, timber and/or scrap industries.
Although these dealers carry products of a variety of manufacturers, and
may or may not carry more than one of the Company's products, each dealer
generally carries only one manufacturer's "brand" of each particular type
of product. The Company employs sales representatives who service these
dealers from offices located throughout the world. Unit Rig distributes
its products and services directly to customers primarily through its own
distribution system.

Research and Development

The Company maintains engineering staffs at several of its locations
who design new products and improvements in existing product lines. The
Company's engineering expenses are primarily incurred in connection with
the improvements of existing products, efforts to reduce costs of existing
products and, in certain cases, the development of products which may have
additional applications or represent extensions of the existing product
line. Such costs amounted to $6.1 million, $5.0 million and $2.1 million
in 1996, 1995 and 1994, respectively. The increases in engineering
expenses from 1994 to 1996 were due to the effects of the PPM Acquisition.

Materials

Principal materials used by the Company in its various manufacturing
processes include steel, castings, engines, tires, hydraulic cylinders,
electric controls and motors, and a variety of other fabricated or
manufactured items. In the absence of labor strikes or other unusual
circumstances, substantially all materials are normally available from
multiple suppliers. Current and potential suppliers are evaluated on a
regular basis on their ability to meet the Company's requirements and
standards. Electric wheel motors and controls used in the Unit Rig product
line are currently supplied exclusively by General Electric Company. The
Company is endeavoring to develop alternative sources. If the Company is
unable to develop alternative sources, or if there is disruption or
termination of its relationship with General Electric Company (which is not
governed by a written contract), it could have a material adverse effect on
Unit Rig's operations.

Competition

Telescopic Mobile Cranes - The domestic telescopic mobile crane
industry is comprised primarily of three manufacturers. The Company
believes that Terex Cranes is the second largest domestic manufacturer,
with approximately a 30% market share. The Company believes that the
number one domestic manufacturer is Grove Worldwide, and the number three
domestic manufacturer is Link-Belt, a subsidiary of Sumitomo Corp. The
Company's principal markets in Europe are in France and Italy, where the
Company believes it has the largest market shares. In Europe, Terex
Cranes' primary competitors are Grove Cranes Ltd. (including the recently
acquired Krupp Mobilkran), Liebherr Werk Ehingen and DeMag. Outside the
United States and Europe, the most active new mobile crane markets are the
Pacific Rim, the Middle East and South America. Terex Cranes sells
approximately 15% of its newly manufactured telescopic mobile cranes to
those markets.

The United States boom truck industry is dominated by four
manufacturers, of which the Company believes Terex RO, with a 25% pro forma
market share, is the second largest behind Grove National.

Aerial Work Platforms - The aerial work platform industry in North
America is fragmented, with seven major competitors. The Company believes
that its approximate 7% pro forma market share makes it the fifth largest
manufacturer of aerial work platforms in North America, behind JLG, Genie,
Grove Manlift and Snorkel. The Company believes that approximately 41,000
aerial platforms were sold in the United States during 1996, of which
approximately 70% were scissor lifts, 19% were articulated boom lifts, and
11% were straight boom lifts. The Company believes that its market share
in boom lifts is greater than its market share in scissor lifts.

Utility Aerial Devices - The utility aerial device industry is
comprised primarily of three manufacturers. The Company believes that it
has a 20% pro forma market share of that industry and that it is the second
largest manufacturer in the United States of utility aerial devices behind
Altec. Outside the United States, the Company is focusing primarily on the
Mexican and Caribbean markets.

Telescopic Container Stackers - The Company believes that three
manufacturers account for approximately 66% of the global market for
telescopic container stackers. The Company believes that it has a global
market share of 25% and that it is the second largest manufacturer behind
Kalmar. Other manufacturers include Valmet Belloti and Taylor.

Telescopic Rough Terrain Lift Trucks - OmniQuip and Gradall are the
largest manufacturers of telescopic rough terrain lift trucks. The Company
believes that the Square Shooter Business has approximately a 4% pro forma
market share.

Off-Highway Trucks - The global market for off-highway trucks is
concentrated in three main regions: North America (approximately 35%),
Europe (approximately 28%) and the Pacific Rim (approximately 22%). Four
manufacturers dominate the global market. The Company believes that it is
the third largest of these manufacturers (behind Volvo and Caterpillar),
with approximately a 10% global market share.

High Capacity Surface Mining Trucks - The high capacity surface mining
truck industry includes three principal manufacturers: Caterpillar,
Komatsu-Dresser and the Company. The Company believes that it is the third
largest manufacturer with a global market share of approximately 13%.

Employees

As of September 30, 1997, the Company had approximately 2,998
employees. The Company considers its relations with its personnel to be
satisfactory. Approximately 28% of the Company's employees are represented
by labor unions which have entered into or are in the process of entering
into various separate collective bargaining agreements with the Company.
The Company experienced a labor strike at its parts distribution center in
Southaven, Mississippi during the second quarter of 1995 which was settled
in February 1997. The strike had no appreciable effect on the conduct of
business or financial results of that operation as a whole, although
individual product line sales growth may have been hindered.

Patents, Licenses and Trademarks

Several of the trademarks and trade names of the Company, in
particular the TEREX, LORAIN, UNIT RIG, MARK, P&H, PPM, SIMON, TELELECT and
SQUARE SHOOTER trademarks, are important to the business of the Company.
The Company owns and maintains trademark registrations and patents in
countries where it conducts business, and monitors the status of its
trademark registrations and patents to maintain them in force and renews
them as required. The Company also protects its trademark, trade name and
patent rights when circumstances warrant such action, including the
initiation of legal proceedings, if necessary. P&H is a registered
trademark of Harnischfeger Corporation which the Company has the right to
use for certain products pursuant to a license agreement until 2011.
Pursuant to the terms of the Simon Acquisition agreements, the Company has
the right to use the SIMON name (which is a registered trademark of Simon
Engineering plc) for certain products until April 7, 2000. CELLA is a
trademark of Sergio Cella. Effer is a trademark of Effer SpA. All other
trademarks and tradenames referred to in this Prospectus are registered
trademarks of Terex Corporation.

Environmental Matters

The Company is subject to a wide range of Federal, state, local and
foreign environmental laws, including CERCLA, that regulate and discharge
of materials into the environment. Compliance with such laws has not had a
material effect on the Company. In addition, the Company has not incurred,
and does not expect to incur in the future, any material capital
expenditures for environmental control facilities.

Legal Proceedings

In December 1994, the Company received an examination report from the
IRS proposing a substantial tax deficiency based upon an alleged inability
of the Company to substantiate certain deductions taken by the Company from
1987 to 1989 and the Company's utilization of certain NOLs. This matter is
currently pending in the Milwaukee audit division of the IRS. For a
discussion of this matter, see "Risk Factors -- Tax Audit Issues" and
"Management's Discussion and Analysis of Financial Condition and Results of
Operations -- Contingencies and Uncertainties."

In March 1994, the Commission initiated a private investigation, which
included the Company and certain of its affiliates, to determine whether
violations of certain aspects of the Federal securities laws had occurred.
For a discussion of this investigation, see "Risk Factors -- SEC
Investigation" and "Management's Discussion and Analysis of Financial
Condition and Results of Operations -- Contingencies and Uncertainties."

The Company is involved in various other legal proceedings which have
arisen in the normal course of its operations. The outcome of these other
legal proceedings, if determined adversely to the Company, is unlikely to
have a material effect on the Company.

Seasonal Factors

The Company markets a large portion of its products in North America
and Europe, and its sales of trucks and cranes during the fourth quarter of
each year (i.e., October through December) to the construction industry are
usually lower than sales of such equipment during each of the first three
quarters of the year because of the normal winter slowdown of construction
activity. However, sales of trucks to the mining industry are generally
less affected by such seasonal factors.

Discontinued Operations

On November 27, 1996, the Company sold substantially all of the assets
and liabilities of the Clark Material Handling Segment for an aggregate
cash purchase price, subject to adjustments, of approximately $140 million.
Prior to the disposition the Clark Material Handling Segment consisted of
Clark Material Handling Company and certain affiliated companies which were
acquired by the Company in July 1992 from Clark Equipment Company. The
Clark Material Handling Segment designed, manufactured and marketed a
complete line of internal combustion and electric lift trucks, electric
walkies and related components and replacement parts under the CLARK
trademark.

Properties

The following table outlines the principal manufacturing, warehouse
and office facilities owned or leased by the Company and its subsidiaries:

Type and Size of
Entity Facility Location Facility
------ ----------------- ----------------

Terex (Corporate Offices) Westport, Connecticut(1) Office; 14,898
sq. ft.
Terex (Distribution Center) Southaven, Mississippi(1) Warehouse and
light
manufacturing;
505,000 sq.
ft.(2)
Terex Trucks

Unit Rig Tulsa, Oklahoma Manufacturing,
warehouse and
office; 75,587
sq. ft.
TEL Motherwell, Scotland Manufacturing,
warehouse and
office; 473,000
sq. ft.

Terex Cranes

Terex Cranes -
Waverly Operations Waverly, Iowa (3) Office,
manufacturing
and warehouse;
383,000 sq. ft.
Terex Cranes -
Conway Operations Conway, South Carolina (1) Office,
manufacturing
and warehouse;
257,040 sq. ft.
PPM S.A. Montceau les Mines, France Office, manu-
facturing and
warehouse;
419,764 sq. ft.
P.P.M. SpA. Crespellano, Italy Office,
manufacturing
and warehouse;
79,900 sq. ft.
PPM Europe Subsidiary Dortmund, Germany (1) Office and
warehouse;
129,180 sq. ft.
PPM Europe Subsidiary Rethel, France Office,
manufacturing
and warehouse;
215,300 sq. ft.
Telelect Huron, South Dakota Manufacturing;
88,000 sq. ft.
Telelect Watertown, South Dakota Office,
manufacturing
and warehouse;
222,450 sq. ft.

Cella Brescia, Italy (1) Manufacturing
and office;
64,000 sq. ft.
Aerials Limited Cork, Ireland (1) Manufacturing;
80,000 sq. ft
Sim-Tech Hong Kong (1) Office; 830 sq.
ft.
Aerials (Terex RO) Olathe, Kansas Manufacturing
and office;
80,400 sq. ft.
Aerials Milwaukee, Wisconsin Manufacturing,
office and
warehouse;
103,000 sq. ft.
Square Shooter Baraga, Michigan Manufacturing,
office and
warehouse;
41,152 sq. ft.
______________________________
(1) These facilities are either leased or subleased by the indicated
entity.
(2) Includes 239,400 sq. ft. of warehouse space which the Company
currently leases to others.
(3) The Company also owns a 66,000 sq. ft. facility in Waterloo, Iowa
which it currently leases to others.

Unit Rig also has 10 owned or leased locations for parts distribution
and rebuilding of components, of which two are in the United States, two
are in Canada and six are outside North America.

The properties listed above are suitable and adequate for the
Company's needs. The Company has determined that certain of its properties
exceed its requirements. Such properties may be sold, leased or utilized
in another manner and have been excluded from the above list.

PRICE RANGE OF COMMON STOCK AND DIVIDEND POLICY

The Common Stock is listed on the NYSE under the symbol "TEX." The
following table sets forth, for the quarters indicated, the high and low
sales prices of the Common Stock as reported on the NYSE Composite Tape.

Price Range
Low High

1995
First Quarter ended March 31, 1995. . . . . . . . $ 5 7/8 $ 7 1/8
Second Quarter ended June 30, 1995. . . . . . . . 4 1/2 6 3/4
Third Quarter ended September 20, 1995. . . . . . 3 1/8 5 3/4
Fourth Quarter ended December 31, 1995. . . . . . 4 5 1/2

1996
First Quarter ended March 31, 1996. . . . . . . . $ 4 1/8 $ 7 1/8
Second Quarter ended June 30, 1996. . . . . . . . 6 3/8 9 1/4
Third Quarter ended September 30, 1996. . . . . . 6 1/2 9 3/8
Fourth Quarter ended December 31, 1996. . . . . . 6 5/8 10 1/8

1997
First Quarter ended March 31, 1997. . . . . . . . $ 9 1/2 $13 1/2
Second Quarter ended June 30, 1997. . . . . . . . 13 1/8 19 1/2
Third Quarter September 30, 1997. . . . . . . . . 18 3/4 24 1/2
Fourth Quarter (through December 2, 1997) . . . . 19 3/16 25 3/16

The last reported sale price of the Common Stock on the NYSE Composite
Tape on December 2, 1997 was $20 5/16 per share. As of October 31, 1997,
there were 688 record holders of Common Stock.

No dividends were declared or paid in 1995 or 1996. Certain of the
Company's debt agreements contain restrictions as to the payment of cash
dividends. In addition, payment of dividends is limited by Delaware law.
The Company intends generally to retain earnings, if any, to repay
indebtedness and to fund the development and growth of its business. The
Company does not plan on paying dividends on the Common Stock in the
foreseeable future. Any future payments of cash dividends will depend upon
the financial condition, capital requirements and earnings of the Company,
as well as other factors that the Board of Directors may deem relevant.

DESCRIPTION OF SECURITIES

The Company's authorized capital stock consists of 40,000,000 shares
of capital stock, $.01 par value, consisting of 30,000,000 shares of Common
Stock and 10,000,000 shares of preferred stock. As of October 31, 1997,
19,722,022 shares of Common Stock were issued and outstanding.

Common Stock

Each outstanding share of Common Stock entitles the holder to one
vote, either in person or by proxy, on all matters submitted to a vote of
stockholders, including the election of directors. There is no cumulative
voting in the election of directors, which means that the holders of a
majority of the outstanding shares of Common Stock can elect all of the
directors then standing for election. Subject to preferences which may be
applicable to any outstanding shares of preferred stock, holders of Common
Stock have equal ratable rights to such dividends as may be declared from
time to time by the Board of Directors out of funds legally available
therefor.

Holders of Common Stock have no conversion, redemption or preemptive
rights to subscribe to any securities of the Company. All outstanding
shares of Common Stock are fully paid and nonassessable. In the event of
any liquidation, dissolution or winding-up of the affairs of the Company,
holders of Common Stock will be entitled to share ratably in the assets of
the Company remaining after provision for payment of liabilities to
creditors and preferences applicable to outstanding shares of preferred
stock. The rights, preferences and privileges of holders of Common Stock
are subject to the rights of the holders of any outstanding shares of
preferred stock.

The Restated Certificate of Incorporation of the Company provides that
directors of the Company shall not be personally liable to the Company or
its stockholders for monetary damages for breach of fiduciary duties as a
director except to the extent otherwise required by Delaware law. The
Restated By-laws of the Company provide for indemnification of the officers
and directors of the Company to the fullest extent permitted by Delaware
law.

The transfer agent and registrar for the Common Stock is American
Stock Transfer & Trust Company, 40 Wall Street, New York, New York 10005.

Terex Preferred Stock

The Board of Directors of the Company is authorized to issue up to
10,000,000 shares of preferred stock, par value $.01 per share, in one or
more series, with such designations, powers, preferences and rights of such
series and the qualifications, limitations or restrictions thereon,
including, but not limited to, the fixing of dividend rights, dividend
rates, conversion rights, voting rights, rights and terms of redemption
(including sinking fund provisions), the redemption price or prices, and
the liquidation preferences, in each case, if any, as the Board of
Directors of the Company may by resolution determine, without any further
vote or action by the Company's stockholders.

Common Stock Purchase Warrants

In connection with a private placement of shares of Series A Preferred
Stock, which were subsequently redeemed, the Company issued 1,300,000
Common Stock purchase warrants (the "Series A Warrants") of which 66,352
warrants were outstanding at October 31, 1997. Each Series A Warrant may
be exercised, in whole or in part, at the option of the holder at any time
before December 31, 2000 and is redeemable by the Company under certain
circumstances. As of October 31, 1997, upon the exercise or redemption of
a Series A Warrant, the holder thereof was entitled to receive 2.41 shares
of Common Stock. The exercise price for the Series A Warrants is $.01 for
each share of Common Stock. The number of shares of Common Stock issuable
upon exercise or redemption of the Series A Warrants is subject to
adjustment in certain circumstances. At October 31, 1997, an aggregate of
159,908 shares of Common Stock were issuable upon exercise in full of the
outstanding Series A Warrants.

Equity Rights

Concurrently with the issuance of the Company's Senior Secured Notes,
the Company also issued 1,000,000 Equity Rights pursuant to a Common Stock
Appreciation Rights Agreement between the Company and the United States
Trust Company of New York, as agent. The Equity Rights are traded
separately from the Senior Secured Notes.

All of the Equity Rights are currently outstanding. Each Equity Right
entitles the holder thereof, upon exercise at any time on or prior to May
15, 2002, to receive cash or, at the election of the Company, Common Stock
in an amount equal to the average closing sale price per share of the
Common Stock for the 60 consecutive trading days prior to the date of the
exercise (the "Current Price"), less $7.288 per share, subject to
adjustment in certain circumstances. Changes in the Current Price do not
affect the net income or loss reported by the Company; however, changes in
the Current Price vary the amount of cash that the Company would have to
pay or the number of shares of Common Stock that would have to be issued in
the event holders exercise the Equity Rights. As of September 30, 1997,
the Current Price of the Common Stock was $21.317, which would have
required the Company to issue 676,096 shares of Common Stock in the event
the holders had exercised the Equity Rights and the Company elected to
issue shares of Common Stock to satisfy its obligations thereunder. Each
Equity Right not exercised on or prior to 5:00 p.m., New York City time, on
May 15, 2002 will become void. Equity Rights may be exercised by the
holder thereof in whole or in part.

The holders of Equity Rights have no rights to vote on matters
submitted to the stockholders of the Company and have no rights to receive
dividends. The holders of Equity Rights are not entitled to share in the
assets of the Company in the event of the liquidation or dissolution of the
Company or the winding up of the Company's affairs.

SELLING STOCKHOLDERS

The Selling Stockholders listed below may sell such shares of Common
Stock set forth opposite their respective names to purchasers directly, or
through underwriters, dealers or agents who may receive compensation in the
form of underwriting discounts, concessions or commissions from the Selling
Stockholders and/or the purchasers of the shares of Common Stock for whom
they may act as agents. See "Plan of Distribution."

Beneficial Ownership Beneficial
Ownership
Prior to Offering After Offering

Name Number (1) Percent (2) Number (3)
Percent

Legris Industries, S.A. 392,496 1.9% 0
0%
Potain, S.A. 261,664 1.3% 0
0%

(1) Estimated.
(2) Based on 19,722,022 shares of Common Stock outstanding on October 31,
1997.
(3) Assumes the sale by the Selling Stockholders of all of the shares of
Common Stock offered hereby.

The Selling Stockholders are the holders of all of the outstanding
shares of Series A Redeemable Exchangeable Preferred Stock of Terex Cranes,
Inc., a subsidiary of the Company. The Selling Stockholders will receive
the Common Stock offered hereby in exchange for all of the outstanding
shares of Series A Redeemable Exchangeable Preferred Stock of Terex Cranes,
Inc. in connection with the merger of Terex Cranes, Inc. with and into the
Company. Pursuant to the terms of an agreement relating to the merger of
Terex Cranes, Inc. with and into the Company, the Company agreed to file
the Registration Statement of which this Prospectus forms a part with the
Commission.

PLAN OF DISTRIBUTION

This Prospectus, as appropriately amended or supplemented if required,
may be used from time to time by the Selling Stockholders, or their
transferees, who wish to offer and sell the shares of Common Stock offered
hereby. The shares of Common Stock may be sold by the Selling Stockholders
to purchasers directly, or through underwriters, dealers or agents who may
receive compensation in the form of underwriting discounts, concessions or
commissions from the Selling Stockholders and/or the purchasers of the
shares of Common Stock for whom they may act as agents. The Selling
Stockholders and any such underwriters, dealers or agents that participate
in the distribution of the shares of Common Stock may be deemed to be
underwriters under the Securities Act, and any profit on the sale of the
shares of Common Stock by them and any discounts, commissions or
concessions received by them may be deemed to be underwriting discounts and
commissions under the Securities Act. The shares of Common Stock offered
hereby may be sold in one or more transactions at a fixed offering price,
which may be changed, or at varying prices determined at the time of sale
or at negotiated prices. The distribution of the shares of Common Stock by
the Selling Stockholders may be effected in one or more transactions that
may take place on NYSE, including ordinary brokers' transactions,
privately-negotiated transactions or through sales to one or more broker-
dealers for resale of such shares as principals, at market prices
prevailing at the time of sale, at prices related to such prevailing market
prices or at negotiated prices. Usual and customary or specifically
negotiated brokerage fees, discounts and commissions may be paid by the
Selling Stockholders in connection with such sales of securities. The
Company will pay substantially all the expenses incident to the offering of
the Common Stock by the Selling Stockholders to the public other than
brokerage fees, commissions and discounts of underwriters, dealers or
agents.

In order to comply with certain states securities laws, if applicable,
the shares of Common Stock will be sold in such jurisdictions only through
registered or licensed brokers or dealers. In certain states the shares of
Common Stock may not be sold unless the shares of Common Stock have been
registered or qualified for sale in such state, or unless an exemption from
registration or qualification is available and is obtained.

In addition to sales pursuant to the Registration Statement of which
this Prospectus forms a part, the shares of Common Stock may be sold in
accordance with Rule 144, if eligible. Selling Stockholders may also offer
shares of Common Stock by means of prospectuses under other available
registration statements or pursuant to exemptions from the registration
requirements of the Securities Act and Selling Stockholders should seek the
advice of their own counsel with respect to the legal requirements for such
sales.

Upon the Company's being notified by the Selling Stockholder that a
particular offer to sell the Common Stock is made, a material arrangement
has been entered into with a broker-dealer for the sale of shares through a
block trade, special offering, exchange distribution, or secondary
distribution, or any block trade has taken place, to the extent required, a
supplement to this Prospectus will be delivered together with this
Prospectus and filed pursuant to Rule 424(b) under the Securities Act
setting forth with respect to such offer or trade the terms of the offer or
trade; including (i) the name of each Selling Stockholder, (ii) the number
of shares of Common Stock involved, (iii) the price at which the shares of
Common Stock were sold, (iv) any participating brokers, dealers, agents or
member firm involved, (v) any discounts, commissions and other items paid
as compensation from, and the resulting net proceeds to, the Selling
Stockholder, (vi) that such broker-dealers did not conduct any
investigation to verify the information set out in this Prospectus, and
(vii) other facts material to the transaction.

LEGAL MATTERS

Certain legal matters in connection with the Common Stock offered
hereby will be passed upon for the Company by Robinson Silverman Pearce
Aronsohn & Berman LLP, 1290 Avenue of the Americas, New York, New York
10104.

EXPERTS

The consolidated financial statements of the Company incorporated in
this Prospectus by reference to the Company's Annual Report on Form 10-K
for the year ended December 31, 1996 have been so incorporated in reliance
on the report of Price Waterhouse LLP, independent accountants, given on
the authority of said firm as experts in auditing and accounting.

The combined financial statements of Simon Access Companies as of
December 31, 1996 and for the year then ended, incorporated in this
Prospectus by reference to the Company's Current Report on Form 8-K/A dated
May 22, 1997 have been so incorporated in reliance on the report of Price
Waterhouse LLP, independent accountants, given on the authority of said
firm as experts in auditing and accounting.

The consolidated financial statements of PPM Cranes, Inc. as of
December 31, 1996 and 1995 and for the year and eight months ended
December 31, 1996 and 1995, respectively, incorporated in this Prospectus
by reference to the Company's Annual Report on Form 10-K for the year ended
December 31, 1996 have been so incorporated in reliance on the report of
Price Waterhouse LLP, independent accountants, given on the authority of
said firm as experts in auditing and accounting.

The consolidated statements of operations, shareholders' equity and
cash flows for the year ended December 31, 1994 of PPM Cranes, Inc.,
incorporated by reference in this Prospectus and Registration Statement
have been audited by Ernst & Young LLP, independent auditors, as set forth
in their report thereon incorporated by reference elsewhere herein, which
is based in part on the report of Price Waterhouse (Australia), independent
accountants. The financial statements referred to above are incorporated
by reference in reliance upon such reports given upon the authority of such
firms as experts in accounting and auditing.

<PAGE>
No dealer, salesman or other
person has been authorized to give
any information or to make
representations other than those
contained in this Prospectus, and
if given or made, such information
or representations must not be
relied upon as having been $16,000,000
authorized by the Company.
Neither the delivery of this of
Prospectus nor any sale made
hereunder shall, under any
circumstances, create an TEREX CORPORATION
implication that the information
herein is correct as of any time
subsequent to its date. This
Prospectus does not constitute an
offer or solicitation by anyone in Common Stock
any jurisdiction in which such offer
or solicitation is not authorized
or in which the person making such
offer of solicitation is not
qualified to do so or to anyone to --------------
whom it is unlawful to make such PROSPECTUS
offer or solicitation. --------------
________________________

Page

Available Information . . . . . 2 December __, 1997

Documents Incorporated by
Reference . . . . . . . . . 2

Risk Factors. . . . . . . . . 4

The Company . . . . . . . . . . 9

Use of Proceeds . . . . . . . 11

Selected Consolidated
Financial Data. . . . . . . . 12

Management's Discussion and
Analysis of Financial Condition
and Results of Operations . . . 14

Business. . . . . . . . . . . . 23

Price Range of Common Stock and
Dividend Policy . . . . . . . 32

Description of Securities . . 33

Selling Stockholders . . . . 34

Plan of Distribution . . . . 35

Legal Matters . . . . . . . . 36

Experts . . . . . . . . . . . 37

<PAGE>
PART II

INFORMATION NOT REQUIRED IN PROSPECTUS

Item 14. Other Expenses of Issuance and Distribution

The following table itemizes the expenses incurred by the Company in
connection with the offering of the Common Stock being registered. All the
amounts shown are estimates except the Securities and Exchange Commission
(the "Commission") registration fee and the NYSE Listing Fee.

Item Amount
---- ------

SEC Registration Fee . . . . . . . . . . $4,848.48
NYSE Listing Fee . . . . . . . . . . . . 3,500.00
Legal Fees and Expenses. . . . . . . . . 20,000.00
Accounting Fees and Expenses . . . . . . 15,000.00
Miscellaneous Expenses . . . . . . . . . 5,000.00
--------
TOTAL . . . . . . . . . . . . . $48,348.48
==========
Item 15. Indemnification of Directors and Officers

Section 145 of the Delaware General Corporation Law ("DGCL") and
Article IX of the Company's Restated 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 of
1933, as amended (the "Securities Act").

Article IX of the Company's Restated 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
Restated By-laws provide that directors or officers initiating an action
are not entitled to indemnification.

The Restated 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 Restated 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 which 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.

The Commission has taken the position that the foregoing provisions
will have no effect on claims arising under the Federal securities laws.

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

<PAGE>

Item 16. Exhibits

5.1 Opinion of Robinson Silverman Pearce Aronsohn & Berman LLP as to
the legality of securities being registered.*

23.1 Consent of Robinson Silverman Pearce Aronsohn & Berman LLP
(included as part of Exhibit 5.1).*

23.2 Independent Accountants' consent of Price Waterhouse LLP.

23.3 Consent of Ernst & Young LLP Independent Auditors.

23.4 Independent Accountants' consent of Price Waterhouse -- Melbourne,
Australia.

24.1 Power of attorney (included on signature pages).*

_______________
* Previously filed.

Item 17. Undertakings

The Company 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 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. Notwithstanding the foregoing, any increase or
decrease in volume of securities offered (if the total dollar value of
securities offered would not exceed that which was registered) and any
deviation from the low or high and of the estimated maximum offering range
may be reflected in the form of prospectus filed with the Commission
pursuant to Rule 424(b) if, in the aggregate, the changes in volume and
price represent no more than 20 percent change in the maximum aggregate
offering price set forth in the "Calculation of Registration Fee" table in
the effective 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, Form S-8 or Form F-3, and the
information required to be included in a post-effective amendment by those
paragraphs is contained in periodic reports filed with or furnished to the
Commission by the registrant pursuant to Section 13 or 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 Company hereby further undertakes that, for purposes of
determining any liability under the Securities Act, each filing of the
Company's annual report pursuant to Section 13(a) or Section 15(d) of the
Exchange Act (and, where applicable, each filing of an employee benefit
plan's Annual Report pursuant to Section 15(d) of the Exchange Act) 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 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 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 of whether such indemnification by it is against
public policy as expressed in the Securities Act and will be governed by
the final adjudication of such issue.

<PAGE>
SIGNATURES

Pursuant to the requirements of the Securities Act of 1933, as
amended, the Registrant has duly caused this Amendment No. 1 to
Registration Statement to be signed on its behalf by the undersigned,
thereunto duly authorized, in the City of Westport, State of Connecticut,
on December 3, 1997.

TEREX CORPORATION

By: /s/ Ronald M. DeFeo

---------------------------------------
Ronald M. DeFeo, President, Chief
Executive Officer and Chief Operating
Officer

Pursuant to the requirements of the Securities Act of 1933, as
amended, this Amendment No. 1 to Registration Statement has been signed by
the following persons in the capacities and on the date indicated.

Name Title Date
---- ----- ----

/s/ Ronald M. DeFeo President, Chief Executive December 3, 1997
- --------------------- Officer, Chief Operating
(Ronald M. DeFeo) Officer and Director
(Principal Executive Officer)

/s/ David J. Langevin Executive Vice President, December 3, 1997
- ---------------------- (Acting Principal Financial
(David J. Langevin) Officer)

/s/ Joseph F. Apuzzo Vice President Finance December 3, 1997
- ------------------------ and Controller
(Joseph F. Apuzzo) (Principal Accounting Officer)

/s/ Marvin B. Rosenberg Senior Vice President, December 3, 1997
- ------------------------ Secretary, Genera
(Marvin B. Rosenberg) Counsel and Director

* Director December 3, 1997
- ------------------------
(G. Chris Andersen)

* Director December 3, 1997
- ------------------------
(William H. Fike)

* Director December 3, 1997
- ------------------------
(Bruce I. Raben)

* Director December 3, 1997
- ------------------------
(David A. Sachs)

* Director December 3, 1997
- ------------------------
(Adam E. Wolf)

*By:/s/ Ronald M. DeFeo
-------------------------
Ronald M. DeFeo
Attorney-in-Fact

<PAGE>
EXHIBIT INDEX

Exhibit No. Description

5.1 Opinion of Robinson Silverman Pearce Aronsohn & Berman
LLP as to the legality of securities being registered.*

23.1 Consent of Robinson Silverman Pearce Aronsohn & Berman
LLP (included as part of Exhibit 5.1).*

23.2 Independent Accountants' consent of Price Waterhouse LLP.

23.3 Consent of Ernst & Young LLP Independent Auditors.

23.4 Independent Accountants' consent of Price Waterhouse --
Melbourne, Australia.

24.1 Power of attorney (included on signature pages).*

- ----------------
* Previously filed.

EXHIBIT 23.2

CONSENT OF INDEPENDENT ACCOUNTANTS

We hereby consent to the incorporation by reference in the Prospectus
constituting part of this Registration Statement on Form S-3 of our reports
dated March 6, 1997 appearing on pages F-2 and F-34 of Terex Corporation's
Annual Report on Form 10-K for the year ended December 31, 1996.

We hereby consent to the incorporation by reference in the Prospectus
constituting part of this Registration Statement on Form S-3 of Terex
Corporation of our report dated May 22, 1997 relating to the combined
financial statements of Simon Telelect, Inc. and subsidiaries, Simon
Aerials Inc. and subsidiaries, Simon-Cella, S.r.1, Sim-Tech Management
Limited, Simon Aerials Limited and Simon-Tomen Engineering Company Limited
(collectively, "Simon Access"), which appears in the Current Report on Form
8-K/A of Terex Corporation dated May 22, 1997.

We also consent to the reference to us under the heading "Experts" in
such Prospectus.

PRICE WATERHOUSE LLP

Stamford, Connecticut
December 3, 1997

EXHIBIT 23.3

CONSENT OF ERNST & YOUNG LLP, INDEPENDENT AUDITORS

We consent to the reference to our firm under the caption "Experts"
and to the use of our report dated August 22, 1995, with respect to the
consolidated statements of operations, shareholders' equity and cash flows
for the year ended December 31, 1994 of PPM Cranes, Inc. incorporated by
reference in Amendment No. 1 to the Registration Statement (Form S-3 No.
333-39619) and related Prospectus of Terex Corporation.

Ernst & Young LLP

Greenville, South Carolina
December 3, 1997

EXHIBIT 23.4

CONSENT OF INDEPENDENT ACCOUNTANTS

We hereby consent to the incorporation by reference in the Prospectus
constituting part of this Registration Statement on Form S-3 of Terex
Corporation of our report dated 30 January 1995 relating to the financial
statements of PPM of Australia Pty Ltd as at 31 December 1994. We also
consent to the reference to the Australian Firm of Price Waterhouse under
the heading "Experts" in the context as experts in accounting and auditing
in such Prospectus.

Price Waterhouse

Melbourne, Australia
2 December 1997