SecProbe.io

August 21, 2007

Mail Stop 6010

By U.S. Mail and facsim ile to (203) 226-2303

Ronald M. DeFeo
Chief Executive Officer
Terex Corporation
200 Nyala Farm Road
Westport, CT 06880

Re:  Terex Corporation
 Definitive 14A
 Filed April 4, 2007
File No. 001-10702

Dear Mr. DeFeo:

We have limited our review of your definitive proxy statement to your executive
compensation and other related disclosure a nd have the following comments.  Our review
of your filing is part of the Division’s focused review of executive compensation
disclosure.

Please understand that the purpose of our re view process is to assist you in your
compliance with the applicable disclosure  requirements and to  enhance the overall
disclosure in your filings.  We look forward to working with you in these respects.  We
welcome any questions you may have about our comments or any other aspect of our review.  Feel free to call me at the telephone number listed at the e nd of this letter.

 In some comments we have asked you to provide us with additional information so we may better understand your disclosure.  Pl ease do so within the time frame set forth
below.  You should comply with the remain ing comments in all future filings, as
applicable.  Please confirm in writing that you will do so and also explain to us how you
intend to comply.  Please unders tand that after ou r review of all of your responses, we
may raise additional comments.

 If you disagree with any of these commen ts, we will consider your explanation as
to why our comment is inapplicable or a revisi on is unnecessary.  Please be as detailed as
necessary in your explanation.

Ronald M. DeFeo
Terex Corporation
August 21, 2007 Page 2
Executive Compensation Philosophy, page 18

1. We note your reference to the compensation committee’s engagement of Hewitt Associates and Sibson Consulting on the t op of page 19.  Describe the nature and
scope of their assignment and the material elements of the instructions or directions given to the consultants with respect to the perfor mance of their duties
under the engagement.  See Item 407( e)(3)(iii) of Regulation S-K.

Executive Compensation Program, page 20

2. You indicate that your chief executive officer plays an integral role, in conjunction with the compensation committee, in determining the compensation of the other executive officers of the comp any.  Please discuss more fully his role
in determining or recommending the amount or form of executive compensation.

Annual Bonus, page 21

3. You state on page 22 that 40% of th e bonus target for executive officers was
based on individual performance which coul d include all or a ny combination of
personal goals, Terex Business Systems a nd human resources pl anning initiatives,
and other financial and non-financial m easurements.  You also state that $1
million of your chief executive officer’s bonus was contingent on his satisfaction of qualitative performance measures in the areas listed at the top of page 23.
Please disclose in greater detail these financial and non-financial targets and
qualitative performance measures cons idered by the compensation committee in
awarding annual bonuses to each of your named executive officers for your 2006
and, and to the extent known, 2007 fiscal  years.  To the extent you believe
disclosure of these targets and performa nce measures is not required because it
would result in competitive harm such that you may omit this information under Instruction 4 to Item 402(b) of Regula tion S-K, please provide on a supplemental
basis a detailed explanation for such conclusion.  Please al so disclose how
difficult it would be for the named executive officers or how likely it will be for you to achieve the undisclosed  targets and qualitative performance measures.
General statements regarding the level of difficulty or ease associated with achieving performance goals are not sufficient.   In discussing how  difficult it will
be for an executive or how likely it will be for you to achieve the targets, please provide as much detail as necessary w ithout providing information that would
result in competitive harm.

4. In addition to disclosing these non-financia l targets, please also provide a more
detailed discussion and analysis of ho w these various non-financial measures
contributed to actual 2006 bonuses for each named executive officer.  For example, were certain qualitative perfor mance measures weighted more heavily
than others?

Ronald M. DeFeo
Terex Corporation
August 21, 2007 Page 3

5. You state that the company’s objective is to provide its executive officers with competitive bonuses that are at or above the median of the benchmark companies
and that the compensation committee believe s that bonus target percentage ranges
for the company’s executive officers are ge nerally within the third quartile of
bonus target percentage ranges for the benchmark companies.  Disclose the
percentile of bonus target percentage  ranges for the benchmark companies
represented by the actual bonuses paid for 2006.

Long-Term Incentive Compensation, page 23

6. We note in your discussion on page 24 regarding Mr. De Feo’s restricted stock
grant that you have not defined the te rms “Machinery Group” or “Diversified
Industrial Group.”  Please define such term s instead of referri ng to the agreement
in which they are contained.

Summary Compensation Table, page 28

7. The Compensation Discussion and Analysis  should be sufficiently precise to
identify material differences in compen sation policies with respect to individual
named executive officers.  Refer to S ection II.B.1. of Co mmission Release No.
33-8732A.  We note the disparity between your chief executive officer’s compensation and that of the other named executive officers.  For example, we note that the chief executive officer’s bonus target is two times his base salary as
compared to the other named executive officers whose bonus targets range from
50% - 100% of his base salary.  We also refer you to the chie f executive officer’s
stock award noted in the summary compensation table.  In addition, you indicate on page 32 that the chief executive offi cer has an employment agreement that
extends through December 31, 2012 whereas each of the other named executive officers are strictly at will employees.  Please provide a more detailed discussion
of how and why your chief executive o fficer’s compensation and employment
status differs from that of the other named executive officers.

8. In footnote 1 to this table you refer the r eader to your Form 10-K for a detailed
description of the assumptions th at you used in determining the grant date fair
value  of your stock and option awards.  With  respect to the amounts listed in the
stock awards and option awards columns,   disclose by footnote the assumptions
made in determining the dollar amount recognized for financial statement reporting purposes with respect to the fi scal year in accordance with FAS123R.
See the Instruction to 402(c)(2)(v) and (vi).

Ronald M. DeFeo
Terex Corporation
August 21, 2007 Page 4
9. Identify and quantify by footnote the separa te amounts attributable to the change
in pension value and nonqualified deferre d compensation earnings.  We refer you
to your disclose in footnote 1 to th e nonqualified deferred compensation table on
page 40.  See Instruction 3 to Item 402(c)(2)(viii) of  Regulation S-K.

10. We note the perquisites ta ble included in footnote 4 and your discussion of the
amounts listed in the “Other” column.  You indicate that the amounts shown in this column for Messrs. DeFeo, Widman, Robertson and Henry were “primarily
for” a specific personal benefit.  Such di sclosure does not appear to fully comply
with the requirements of Instruction 4 to  Item 402(c)(2)(ix) of Regulation S-K.
Please identify by type each personal bene fit comprising the “Other” column for
the relevant named executive officers, and to the extent such personal benefits
included in this column exceed the greater of $25,000 or 10% of the total amount of perquisites for that officer, then ea ch perquisite must be quantified and
disclosed in a footnote.

11. In addition, with respect to each of thes e items for which footnote quantification
is required pursuant to Instruction 4 to Item 402(c)(2)(ix) of Regulation S-K,
describe in the footnote your met hodology for computing the aggregate
incremental cost to you.  See Inst ruction 4 to Item 402(c)(2)(ix).

Potential Payments Upon Termination or Change in Control, page 41

12. Identify and quantify, to the extent ap plicable, the individual benefits and
perquisites listed in each of the tables included in this section.  See Instruction 2 to Item 402(j) and Instruction 4 to Item 402(c)(2)(ix) of Regulation S-K.

Director Compensation, page 47

13. Similar to your summary compensation ta ble, include a footnote describing all
assumptions made in the valuation of th e option awards granted to your directors
by reference to a discussion of those assumptions in the footnotes to your
financial statements included in your annual report on Form 10-K.  See the
Instruction to Item 402(k) of Regulation S-K, indicating that the Instruction to
402(c)(2)(v) and (vi) applie s equally to Item 402(k).

 Please respond to our comments by September 21, 2007, or tell us by that time when you will provide us with a response.

We urge all persons who are responsible for the accuracy and adequacy of the
disclosure in the filing to be certain that the filing includes all in formation required under
the Securities Exchange Act of 1934 and th at they have provided all information
investors require for an informed invest ment decision.  Since the company and its

Ronald M. DeFeo
Terex Corporation
August 21, 2007 Page 5
management are in possession of all facts re lating to a company’s disclosure, they are
responsible for the accuracy and adequacy  of the disclosures they have made.

 When you respond to our comments, please provide, in writing, a statement from the company acknowledging that:

• the company is responsible for the adequacy and accuracy of the disclosure in
the filing;

• staff comments or changes to disclo sure in response to comments do not
foreclose the Commission from taking a ny action with respect to the filing;
and

• the company may not assert staff comme nts as a defense in any proceeding
initiated by the Commission or any pers on under the federal s ecurities laws of
the United States.

In addition, please be advise d that the Division of Enfo rcement has access to all
information you provide to the staff of the Di vision of Corporation Finance in connection
with our review of your filing or in response to comments.

Please contact me at (202) 551-3444 with any questions.

Sincerely,

Perry J. Hindin
Special Counsel