SecProbe.io

UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
       DIVISION OF
CORPORATION FINANCE
 November 20, 2012

Via E -mail
Ronald M. DeFeo
Chairman and Chief Executive Officer
Terex Corporation
200 Nyala Farm Road
Westport, Connecticut  06880

 Re: Terex Corporation
  Form 10 -K for the Fiscal Year Ended December 31, 2011
  Filed February 29, 2012
  File No. 1 -10702

Dear Mr. DeFeo:

We have limited our review of your filing to your contacts with countries that have been
identified as state sponsors of terrorism, and we have the following comments.  Our review with
respect to this issue does not preclude further review by the Assistant Director group with respect
to other issues.   At this juncture, we are asking you to provide us with information so we may
better understand your d isclosure.

Please respond to this letter within ten business days by providing the requested
information, or by advising us when you will provide the requested response.  If you do not
believe our comments apply to your facts and circumstances, please tel l us why in your response.

After reviewing the information you provide in response to these comments, we may
have additional comments.

General

1. You stated in your letter to us dated July 17, 2009 that your foreign subsidiaries sold
foreign -manufactured  equipment to Iran, Sudan, and Syria, and that you anticipated no
change in the nature or extent of your activities or contacts related to those countries.
Also, you refer on page 50 to operations in Latin America, a region that can be
understood to inclu de Cuba.  Iran, Sudan, Syria , and Cuba are identified by the State
Department as state sponsors of terrorism, and are subject to U.S. economic sanctions and
export controls.  Your Form 10 -K does not include disclosure regarding contacts with the
referenced  countries.  Please describe to us the nature and extent of your past, current,
and anticipated contacts with Iran, Sudan, Syria , and Cuba, whether through direct or
indirect arrangements, since your referenced letter.  Your response should describe any
products, equipment, components, technology, or services you have provided into Iran,
Sudan, Syria , and Cuba, directly or indirectly, and any agreements, arrangements, or

Ronald M DeFeo
Terex Corporation
November 20 , 2012
Page 2

 other contacts you have had with the governments of those countries or entities they
control.

2. Please discuss for us the materiality of your contacts with Iran, Sudan, Syria , and Cuba,
and whether those contacts constitute a material investment risk for your security holders.
You should address materiality in quantitative terms, including t he approximate dollar
amounts of any  associated revenues, assets, and liabilities for the last three fiscal years
and the subsequent interim period .   Also, address materiality in terms of qualitative
factors that a reasonable investor would deem important  in making an investment
decision, including the potential impact of corporate activities upon a company’s
reputation and share value.  As you know, various state and municipal governments,
universities, and other investors have proposed or adopted divestm ent or similar
initiatives regarding investment in companies that do business with U.S. -designated state
sponsors of terrorism.  Your materiality analysis should address the potential impact of
the investor sentiment evidenced by such actions directed towa rd companies that have
operations associated with Iran,  Sudan, Syria , or Cuba .

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 the information the Securities Exch ange Act of
1934 and all applicable Exchange Act rules require.  Since the company and its management are
in possession of all facts relating to the company’s disclosure, they are responsible for the
accuracy and adequacy of the disclosures they have made.

In responding to our comments, please provide a written 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 disclosure in response to staff comments do not foreclose
the Commission from taking any action with respect to the filing; and

 the company may not assert staff comments as a defense in any proceeding initiated by
the Commission or any person under the federal securities laws of t he United States.

Please contact Pradip Bhaumik, Special Counsel, at (202) 551 -3333 or me at (202) 551 -
3470 if you have any questions about the comments or our review.

         Sincerely,

         /s/ Cecilia Blye

         Cecilia Blye, Chief
         Office of Global Security  Risk

Ronald M DeFeo
Terex Corporation
November 20 , 2012
Page 3

 cc:  Amanda Ravitz
  Assistant Director
 Division of Corporation Finance