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        Phillip
        C. Widman

        Senior
        Vice President and Chief Financial Officer

        Telephone: (203) 222-5969

        Facsimile: (203) 227-1647

        E-mail: phil.widman@terex.com

        December
        14, 2007

        Kevin L.
        Vaughn

        Securities and Exchange Commission

        100 F
        Street, NE

        Washington, DC 20549

                        Re:

                        Terex Corporation Form 10-K for the year ended December
                        31, 2006, filed

                        February 28, 2007, File No. 001-10702 (the
                        “10-K”)

        Dear Mr.
        Vaughn:

        I have received a copy of your letter dated November 30, 2007 conveying the
        comments of the staff of the Securities and Exchange Commission (the
        “Commission”) on the above-referenced filing. The following sets forth the text
        of each of the items addressed in your letter and the response of Terex Corporation
        (“us”, “we”, “our”, “Terex”, or the
        “Company”) with respect to each of such items.

        Form 10-K for the year ended December 31, 2006

        Item
        7. Management’s Discussion and Analysis of Financial Condition and Results of
        Operations, page 33

        Business Description – Overview, page 33

        Comment:

        1.
        We note that you represent the disclosure of Return on Invested Capital,
        or ROIC, in the last paragraph on page 34 of this Form 10-K and on page 27 of Form 10-Q for
        the quarterly period ended September 30, 2007. We note in the Form 10-Q as of September 30,
        2007, you refer to ROIC as a “non-GAAP metric.” Please tell us how you have
        considered the guidance in Item 10(e) of Regulation S-K in presenting this metric. In this
        regard, please specifically tell us how you have considered Item 10(e)(4) of

        Regulation S-K.

        Kevin L.
        Vaughn

        Securities
        and Exchange Commission

        December
        14, 2007

        Page 2 of
        9

        Response:

        As we set out in the 10-K, we disclose Return on Invested Capital, or ROIC,
        because it is a significant unifying metric we use in measuring our operating performance,
        showing how effectively we use money invested in our operation. As we disclose, we
        calculate ROIC by dividing the last four quarters’ Income from operations (including
        Operating income from discontinued operations) by the average of the sum of Total
        stockholders’ equity plus Debt less Cash and cash equivalents for the last five
        quarters. Debt is calculated using the amounts for Notes payable and current portion of
        long-term debt plus Long-term debt, less current portion.

        Item 10(e) of Regulation S-K defines the term “non-GAAP financial
        measures” with respect to use of financial measures in Commission filings. Item
        10(e)(4) excludes from such definition of non-GAAP financial measures any financial measure
        that is solely a ratio or statistical measure calculated using exclusively financial
        measures calculated in accordance with GAAP.

        In reviewing our definition of ROIC in light of Item 10(e)(4), we note the
        following components are included:

                        Income from operations

                        (Consolidated Statement of Income)

        Operating income from discontinued operations

                        Total stockholders’ equity

                        (Consolidated Balance Sheet)

                        Notes payable and current portion of long-term
                        debt

                        (Consolidated Balance Sheet)

                        Long-term debt, less current portion

                        (Consolidated Balance Sheet)

                        Cash and cash equivalents

                        (Consolidated Balance Sheet).

        To the extent that our ROIC for a particular period includes operating
        income from discontinued operations, we believe that ROIC is a “non-GAAP financial
        measure”, because that item excludes amounts (i.e., interest and other income/expense
        from discontinued operations) that are included in the most directly comparable measure
        calculated and presented in accordance with GAAP, which is Income from discontinued
        operations – net of tax (which appears in the Consolidated Statement of Income). To
        the extent that ROIC for a particular period does not include any operating income from
        discontinued operations, then ROIC would not be a non-GAAP financial measure, as it will
        then be a statistical measure calculated using exclusively financial measures calculated in
        accordance with GAAP and directly stated in our financial statements.

        Accordingly, when we present ROIC and it is determined to be a non-GAAP
        financial measure, we will apply the guidance of Item 10(e) and provide appropriate
        disclosure to reconcile amounts used in our ROIC calculation to the most directly
        comparable measure calculated and presented in accordance with GAAP.

        Kevin L.
        Vaughn

        Securities
        and Exchange Commission

        December
        14, 2007

        Page 3 of
        9

        Comment:

        2.
        We note your disclosure that Return on Invested Capital, or ROIC, is the
        unifying metric you use to measure your operating performance. In your future filings,
        please provide your investors with a better understanding of why you calculate ROIC by
        dividing the last four quarters’ income from operations (including operating income
        from discontinued operations) by the average of the sum of total stockholders’ equity
        plus debt less cash and cash equivalents for the last five quarters. For example, explain
        why ROIC is calculated using a different number of quarters in the numerator versus the
        denominator and why operating income from discontinued operations is included in the
        numerator. Also provide your investors with an understanding of why you use ROIC as your
        unifying metric as opposed to a more standard metric such as return on shareholders’
        equity.

        Response:

        In our applicable future filings, we will provide additional disclosure so
        that our investors will have a better understanding of how and why we make use of ROIC.
        This will include: (a) why we calculate ROIC by dividing the last four quarters’
        Income from operations (including operating income from discontinued operations) by the
        average of the sum of Total stockholders’ equity plus Debt less Cash and cash
        equivalents for the last five quarters, including (i) why ROIC is calculated using a
        different number of quarters in the numerator versus the denominator, and (ii) why
        operating income from discontinued operations is included in the numerator; and (b) why we
        use ROIC as our unifying metric as opposed to other metrics such as return on
        shareholders’ equity.

        In this regard, we propose to include in our applicable future filings
        disclosure similar to the following:

        We calculate ROIC using the last four quarters’ Income from operations
        as this represents the most recent twelve month period at any given point of determination.
        In order for the denominator of the ROIC ratio to properly match the operational period
        reflected in the numerator, we include the average of five quarter’s ending balance
        sheet amounts so that the denominator includes the average of the opening through ending
        balances (on a quarterly basis) over the same time period as the numerator (four quarters
        of average invested capital). We included operating income from discontinued operations in
        the numerator of our calculation of ROIC because the ROIC metric is intended to compare
        total enterprise operational return to a total enterprise denominator that is based on
        amounts that include invested capital of discontinued operations in the balances. We
        believe that this total enterprise ROIC calculation, including operating income from
        discontinued operations, provides a more complete performance metric.

        Kevin L.
        Vaughn

        Securities
        and Exchange Commission

        December
        14, 2007

        Page 4 of
        9

        We utilize ROIC as a unifying metric because we feel that it measures how
        effectively we invest our capital and provides a better measure to compare ourselves to
        peer companies to assist in assessing how we drive operational improvement. We believe that
        ROIC measures return on the full enterprise-wide amount of capital invested in our
        business, as opposed to another metric such as return on shareholder’s equity that
        only incorporates book equity, and is thus a more accurate and descriptive measure of our
        performance. We also believe that adding Debt less Cash and cash equivalents to Total
        stockholders’ equity provides a better comparison across similar businesses regarding
        total capitalization, and that ROIC highlights the level of value creation as a percentage
        of capital invested. Consistent with this belief, we make use of ROIC in evaluating
        executive performance and compensation, as we have previously disclosed in the Compensation
        Discussion and Analysis in our proxy statement for the 2007 annual meeting of
        stockholders.

        Results of Operations, page 35

        Comment:

        3.
        We note throughout your discussion of your results of operations, you
        attribute increases in revenues and gross profit to “pricing actions” and
        “increased unit volume.” Please revise future filings to quantify the effects
        of changes in prices and volume on your revenues. Refer to Item 303(A)(3)(iii) of
        Regulation S-K. Please note this comment also applies to your Form 10-Q as of September 30,
        2007.

        Response:

        We note that Item 303(A)(3)(iii) requires a narrative discussion of the
        extent to which increases in prices or in the volume of goods sold impact net sales or
        revenues. In our applicable future filings, we will expand our narrative disclosure to
        quantify the extent to which changes in prices and volume cause material increases or
        decreases in our net sales and revenues.

        Comment:

        4.
        We note that you attribute changes in your results of operations to
        various factors. For example, in your Terex Construction segment, you state that SG&A
        costs increased due to “product development efforts, engineering expenses ahead of
        new product launches, business development in China, targeted promotion programs, and
        increased resources to manage sales growth in certain businesses.” Please revise
        future filings to quantify the effects of each of the significant items impacting your
        results for the period. Refer to Item 303(A)(3)(i) of Regulation S-K.

        Kevin L.
        Vaughn

        Securities
        and Exchange Commission

        December
        14, 2007

        Page 5 of
        9

        Response:

        Pursuant to Item 303(A)(3)(i), in our applicable future filings, we will
        quantify each significant item that is attributed as having a material impact on the
        Company’s financial results for the period discussed.

        Comment:

        5.
        It appears that you have identified the significant items impacting your
        results of operations; however, your MD&A does not appear to provide sufficient
        analysis of these items in order for an investor to understand your results of operations.
        Please expand your MD&A in future filings to discuss the underlying causes for the
        various changes. For example, discuss why sales of certain products are increasing while
        sales of other products are declining. In this regard, please also revise to discuss any
        known trends that have had or will have a material impact on your results. Refer to Item
        303(A)(3)(ii) of Regulation S-K.

        Response:

        In our applicable future filings, we will expand the disclosure in our
        MD&A to more fully discuss the underlying causes for material changes in our results of
        operations. As required by Item 303(A)(3)(ii), we will also discuss in our applicable
        future filings any known trends that have had or which we reasonably expect will have a
        material impact on our results.

        Comment:

        6.
        We note your disclosures on pages 54 and F-16 that you have significant
        sales in foreign countries. Please revise your MD&A in future filings to quantify the
        effects of foreign currency exchange rates on your revenues and costs.

        Response:

        In our applicable future filings, we will quantify in our MD&A the
        effects of foreign currency exchange rates on our revenue and costs to the extent
        significant.

        Kevin L.
        Vaughn

        Securities
        and Exchange Commission

        December
        14, 2007

        Page 6 of
        9

        Financial Statements, page F-1

        Consolidated Statement of Cash Flows, page F-7

        Comment:

        7.
        We note that the amounts shown here for loss on early extinguishment of
        debt and loss on disposition of discontinued operations do not reconcile with the
        corresponding amounts shown on the statement of income for the year ended December 31, 2006
        or in the respective footnotes to the financial statements. We note similar discrepancies
        in your Form 10-Q as of September 30, 2007. Please revise future filings to discuss the
        reasons for any differences between the amounts presented here and the amounts presented on
        the statements of income and in the footnotes to the financial statements.

        Response:

        In our applicable future filings, we will discuss the reasons for any
        differences between the amounts shown for loss on early extinguishment of debt and loss on
        disposition of discontinued operations on (a) our Consolidated Statement of Cash Flows and
        (b) our Consolidated Statement of Income and footnotes to the financial
        statements.

        In this regard, we propose to include in our applicable future filings
        disclosure that will include a description of the following differences:

        With respect to the loss on early extinguishment of debt, our Consolidated
        Statement of Income for the year ended December 31, 2006 showed a $23.3 million figure
        while our Consolidated Statement of Cash Flows for this period showed a $7.2 million
        amount. The $23.3 million amount in the Consolidated Statement of Income included (a) cash
        payments of $15.6 million for call premiums associated with the repayment of $300 million
        of outstanding debt, (b) $7.2 million of non-cash charges for accelerated amortization of
        debt acquisition costs associated with the outstanding debt and (c) cash payments of $0.5
        million for expenses related to the termination of our previous credit facility, and all
        flowed into the calculation of Net Income. In preparing the Consolidated Statement of Cash
        Flows, the non-cash item (b) needed to be added back to Net Income to reflect cash flow
        appropriately.

        With respect to the loss on disposition of discontinued operations, o