SecProbe.io

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 TEREX CORPORATION
 301 Merritt 7, 4th Floor
 Norwalk, Connecticut 06851

 December 19, 2025

 VIA EDGAR

 United States Securities and Exchange Commission
 Division of Corporation Finance
 100 F Street, N.E.
 Washington, D.C. 20549

 Re:

 Terex Corporation
 Registration Statement on Form S-4

 File No. 333-292000

 Ladies and Gentlemen:

 Pursuant to Rule 461 under the Securities Act of 1933, as amended, Terex Corporation (the “ Company ”) hereby requests acceleration of the
 effective date of the above referenced Registration Statement on Form S-4 to 9:00 a.m., Eastern Time, on December 23, 2025, or as soon thereafter as practicable, or at such other time as the Company or its outside counsel, Fried, Frank, Harris,
 Shriver & Jacobson LLP request by telephone that such Registration Statement be declared effective.

 Please contact Philip Richter, Esq. of Fried, Frank, Harris, Shriver & Jacobson LLP at (212) 859-8763 or by email at Philip.Richter@friedfrank.com or Colum J. Weiden, Esq. of Fried, Frank,
 Harris, Shriver & Jacobson LLP at (212) 859-8171 or by email at Colum.Weiden@friedfrank.com, as soon as the registration statement has been declared effective, or if you have any other questions or concerns regarding this matter.

 Sincerely,

 TEREX CORPORATION

 /s/ Scott J. Posner

 Scott J. Posner

 Senior Vice President, Secretary and General Counsel

             

 cc:

 James P. Dougherty, Esq., Davis Polk & Wardwell LLP
 Evan Rosen, Esq., Davis Polk & Wardwell LLP

September 5, 2019
John Sheehan
Chief Financial Officer
Terex Corporation
200 Nyala Farm Road
Westport, CT 06880
Re:Terex Corporation
Form 10-K for the Fiscal Year Ended December 31, 2018
Filed February 25, 2019
File No. 001-10702
Dear Mr. Sheehan:
            We have completed our review of your filings.  We remind you that the company and its
management are responsible for the accuracy and adequacy of their disclosures, notwithstanding
any review, comments, action or absence of action by the staff.
Sincerely,
Division of Corporation Finance
Office of Electronics and Machinery

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Eric I Cohen

Senior Vice President, Secretary

and General Counsel

Telephone:             (203) 222-5950

E-mail:      eric.cohen@terex.com

August 27, 2019

Securities and Exchange Commission

Division of Corporation Finance

Office of Electronics and Machinery

100 F Street, NE

Washington, DC 20549

Re: Terex Corporation (“Terex” or the “Company”)

Form 10-K for the Fiscal Year Ended December 31, 2018 Filed February 25, 2019

Form 10-Q for the Quarterly Period Ended June 30, 2019 Filed July 30, 2019

File No. 001-10702

Dear Ms. Harkins and Ms. Dicker:

I have received a copy of your letter dated August 16, 2019, conveying the comments of the staff of the Securities and Exchange Commission (the “Commission”) on the above-referenced filings.  Your requests and comments are reproduced below in italics and immediately followed by our responses.

Form 10-K for the Fiscal Year Ended December 31, 2018

Notes To Consolidated Financial Statements

Note B – Business Segment Information, page F-17

SEC REQUEST OR COMMENT NO. 1:

Please revise future filings to present separately revenues from external customers attributed to your country of domicile. Also, when material, separately disclose the revenues from external customers attributed to an individual foreign country. Refer to ASC 280-10-50-41(a).

TEREX CORPORATION’S RESPONSE:

Terex acknowledges the Staff´s comment and will revise future filings to include disclosure required under ASC 280-10-50-41(a).

Form 10-Q for the Six Months Ended June 30, 2019

Note B – Business Segment Information, page 11

SEC REQUEST OR COMMENT NO. 2:

We note on page 8 and throughout the filing that you sold a portion of your Cranes segment and that you are now reporting your business in two segments. We further note that your utilities business has been consolidated within your AWP segment, your pick and carry cranes business has been consolidated within your MP segment, and your rough terrain and tower cranes businesses have been consolidated within Corporate and Other. So that we may better understand your assessment of your operating segments and how you comply with ASC 280, please explain to us why you believe that each of these businesses have economic characteristics similar to the other operating segments within the AWP and MP reportable segments and how they meet the requirements to be aggregated in accordance with ASC 280-10-50-11.

        Terex Corporation 200 Nyala Farm Road   Westport, CT 06880 USA   TEL +1 203 222 7170   FAX +1 203 222 7976   www.terex.com

Securities and Exchange Commission

August 27, 2019

Page 2 of 3

TEREX CORPORATION’S RESPONSE:

The Company operates in two reportable segments: (i) AWP and (ii) MP.  The AWP segment designs, manufactures, services and markets aerial work platform equipment, telehandlers, light towers and utility equipment as well as their related components and replacement parts.  The utilities product line has been consolidated within the AWP segment as utility products include aerial devices used to elevate workers and materials similar to other products consolidated within this segment.  The MP segment designs, manufactures and markets materials processing and specialty equipment, including crushers, washing systems, screens, apron feeders, material handlers, pick and carry cranes, wood processing, biomass and recycling equipment, concrete mixer trucks and concrete pavers, conveyors, and their related components and replacement parts.  The pick and carry cranes product line has been consolidated within the MP segment as this product handles materials in various quarrying and mining applications similar to other products consolidated within this segment.

ASC 280 utilizes the ‘management approach’ whereby external segment reporting is aligned with management’s internal reporting.  Segments based on a reporting entity’s internal reporting structure are meant to provide financial statement users with an ability to see a reporting entity ‘through the eyes of management’.  An operating segment is a component of an entity that has all of the following characteristics:

•

 It engages in business activities from which it may recognize revenues and incur expenses.

•

 Its operating results are regularly reviewed by the entity’s chief operating decision maker (CODM) to make decisions about allocating resources and assessing its performance.

•

 Its discrete financial information is available.

The determination of the Company’s operating segments is based on Terex’s revenue streams and its organizational structure.  Operating results are regularly reviewed by the CEO, the Company’s CODM, to make decisions about allocating resources and assessing performance.  Although at times various forms of data may be reviewed by the CODM, the discrete financial information primarily utilized to assess performance and to allocate resources to the businesses is at the operational levels of AWP and MP.  Key management within the organization are compensated based on the performance at these operating levels and information included in the budgeting process which is presented to the Board of Directors is also at these operating levels.  In addition, external communications made via earnings releases, presentations, press releases, the Company’s website and other SEC filings are at the operational levels of AWP and MP.  The Company has not identified the utilities business (consolidated within the AWP segment) and the pick and carry cranes business (consolidated within the MP segment) as operating segments as the CODM primarily reviews discrete financial information to assess performance and allocate resources to the businesses at the operational levels of AWP and MP not at the product line level (utilities and pick and carry cranes).  Therefore, the aggregation requirements under ASC 280-10-50-11 are not applicable to the utilities and pick and carry cranes businesses.

In addition to the AWP and MP operating segments, the rough terrain and tower cranes businesses are identified as operating segments based on the three characteristics described above as these components engage in business activities, present operating results that are regularly reviewed by the CODM and have discrete financial information available. The rough terrain and tower cranes operating segments are consolidated within Corporate and Other as the results of these identified operating segments do not exceed any of the 10% thresholds (Total Assets, Total Revenue and Total Operating Profit) as per ASC 280-10-50-12.

        Terex Corporation 200 Nyala Farm Road   Westport, CT 06880 USA   TEL +1 203 222 7170   FAX +1 203 222 7976   www.terex.com

Securities and Exchange Commission

August 27, 2019

Page 3 of 3

ACKNOWLEDGEMENT:

Terex acknowledges that: (a) it is responsible for the adequacy and accuracy of the disclosure in its filings; (b) staff comments or changes to disclosure in response to staff comments do not foreclose the Commission from taking any action with respect to Terex’s filings; and (c) Terex may not assert staff comments as a defense in any proceeding initiated by the Commission or any person under the federal securities laws of the United States.

* * *

Thank you for the opportunity to respond to your comments.  If we can be of any further assistance with respect to this matter, please do not hesitate to contact me.

Very truly yours,

/s/ Eric I Cohen

Eric I Cohen

cc:    John L. Garrison

John D. Sheehan

        Terex Corporation 200 Nyala Farm Road   Westport, CT 06880 USA   TEL +1 203 222 7170   FAX +1 203 222 7976   www.terex.com

August 16, 2019
John Sheehan
Chief Financial Officer
Terex Corporation
200 Nyala Farm Road
Westport, CT 06880
Re:Terex Corporation
Form 10-K for the Fiscal Year Ended December 31, 2018
Filed February 25, 2019
Form 10-Q for the Quarterly Period Ended June 30, 2019
Filed July 30, 2019
File No. 001-10702
Dear Mr. Sheehan:
            We have reviewed your filings and have the following comments.  In some of our
comments, we may ask you to provide us with information so we may better understand your
disclosure.
            Please respond to these comments within ten business days by providing the requested
information or advise us as soon as possible when you will respond.  If you do not believe our
comments apply to your facts and circumstances, please tell us why in your response.
            After reviewing your response to these comments, we may have additional comments.
Form 10-K for the Fiscal Year Ended December 31, 2018
Notes To Consolidated Financial Statements
Note B – Business Segment Information, page F-17
1.Please revise future filings to present separately revenues from external customers
attributed to your country of domicile.  Also, when material, separately disclose the
revenues from external customers attributed to an individual foreign country.  Refer to
ASC 280-10-50-41(a).

 FirstName LastNameJohn Sheehan
 Comapany NameTerex Corporation
 August 16, 2019 Page 2
 FirstName LastName
John Sheehan
Terex Corporation
August 16, 2019
Page 2
Form 10-Q for the Six Months Ended June 30, 2019
Note B – Business Segment Information, page 11
2.We note on page 8 and throughout the filing that you sold a portion of your Cranes
segment and that you are now reporting your business in two segments. We further note
that your utilities business has been consolidated within your AWP segment, your pick
and carry cranes business has been consolidated within your MP segment, and your rough
terrain and tower cranes businesses have been consolidated within Corporate and Other.
So that we may better understand your assessment of your operating segments and how
you comply with ASC 280, please explain to us why you believe that each of these
businesses have economic characteristics similar to the other operating segments within
the AWP and MP reportable segments and how they meet the requirements to be
aggregated in accordance with ASC 280-10-50-11.
            We remind you that the company and its management are responsible for the accuracy
and adequacy of their disclosures, notwithstanding any review, comments, action or absence of
action by the staff.
            You may contact Tara Harkins at (202)-551-3639 or Lynn Dicker, Senior Accountant, at
(202)-551-3616 with any questions.
Sincerely,
Division of Corporation Finance
Office of Electronics and Machinery

August 14 , 2018

Via E -mail
John L. Garrison, Jr.
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, 2017
  Filed February 16, 2018
  File No. 1-10702
Dear Mr. Garrison:
We refer you to our comment letter dated July 26, 2018, regarding business contacts with
Syria.  We have completed our review of this subject matter.  We remind you that the company
and its management are responsible for the accuracy and adequacy of their disclosures,
notwithstanding any review, comments, action or absence of action by the staff.

         Sincerely,

         /s/ Cecilia  Blye

         Cecilia  Blye, Chief
         Office of Global Security Risk

cc:  Amanda Ravitz
  Assistant Director
 Division of Corporation Finance

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Eric I Cohen

Senior Vice President, Secretary

and General Counsel

Telephone:             (203) 222-5950

E-mail:      eric.cohen@terex.com

August 3, 2018

Cecilia Blye

Securities and Exchange Commission

Chief, Office of Global Security Risk

Division of Corporation Finance

100 F Street, NE

Washington, DC 20549

Re:    Terex Corporation (“Terex” or the “Company”) Form 10-K for the Year Ended December 31, 2017 Filed February 16, 2018 File No. 1-10702

Dear Ms. Blye:

I have received a copy of your letter dated July 26, 2018, conveying the comments of the staff of the Securities and Exchange Commission (the “Commission”) on the above-referenced filing.  Your requests and comments are reproduced below in italics and immediately followed by our responses.

Form 10-K for the Year Ended December 31, 2017

General

SEC REQUEST OR COMMENT NO. 1:

In your letter to us dated July 14, 2015, you stated that you had sold equipment into Syria, and that you may continue to have such sales to that country. As you know, Syria is designated by the State Department as a state sponsor of terrorism, and is subject to U.S. economic sanctions and export controls. You do not include disclosure about Syria in the Form 10-K. Please describe to us the nature and extent of your past, current and anticipated contacts with Syria since your 2015 letter, including contacts with its government, whether through subsidiaries, dealers, distributors, or other direct or indirect arrangements.

TEREX CORPORATION’S RESPONSE:

Terex has no subsidiaries, affiliates, joint-venture arrangements, business partners or other operations in Syria.  In addition, Terex does not have any agreements, commercial arrangements, or other contacts with the government of Syria or, to the best of our knowledge and belief, entities they control.

Since our letter dated July 14, 2015, a Terex foreign subsidiary sold $424 of foreign-manufactured equipment into Syria in 2015.  To the Company’s knowledge, the percentage of U.S. content in the foreign products that our foreign subsidiary sold contained 10% or less than the value of the product.  This foreign subsidiary was part of the Company’s Material Handling and Port Solutions business.  This business was subsequently sold on January 4, 2017.  As a result, the Company no longer has access to such former subsidiary’s records.  We believe the foreign manufactured equipment sold into Syria in 2015 was spare parts and/or components for port solutions products.  The Company’s foreign subsidiaries had $0 of sales into Syria in 2016, 2017 and year-to-date 2018.

Terex anticipates no change in the nature or extent of its activities or contacts with Syria with certain Terex foreign subsidiaries selling immaterial amounts, if any, of foreign-manufactured equipment into Syria where permitted under U.S. and local law.

        Terex Corporation 200 Nyala Farm Road   Westport, CT 06880 USA   TEL +1 203 222 7170   FAX +1 203 222 7976   www.terex.com

Cecilia Blye

Securities and Exchange Commission

August 3, 2018

Page 2 of 2

ACKNOWLEDGEMENT:

Terex acknowledges that: (a) it is responsible for the adequacy and accuracy of the disclosure in its filings; (b) staff comments or changes to disclosure in response to staff comments do not foreclose the Commission from taking any action with respect to Terex’s filings; and (c) Terex may not assert staff comments as a defense in any proceeding initiated by the Commission or any person under the federal securities laws of the United States.

* * *

Thank you for the opportunity to respond to your comments.  If we can be of any further assistance with respect to this matter, please do not hesitate to contact me.

Very truly yours,

/s/ Eric I Cohen

Eric I Cohen

cc:  John L. Garrison

John D. Sheehan

        Terex Corporation 200 Nyala Farm Road   Westport, CT 06880 USA   TEL +1 203 222 7170   FAX +1 203 222 7976   www.terex.com

July 26 , 2018

Via E -mail
John L. Garrison, Jr.
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, 2017
  Filed February 16 , 2018
  File No. 1-10702
Dear Mr. Garrison :
We have limited our review of your  filing to your contacts with a country that has  been
identified as a state sponsor  of terrorism, and we have the following comment.  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 w e may
better understand your disclosure.

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 comment applies to your fact s and circumstances, please tell us why in your
response.

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

General

1. In your letter to us dated July 14, 2015, you stated that you had sold equipmen t into
Syria, and that you may continue to have such sales to that country.   As you know, Syria
is designated by the State Department as a state sponsor of terrorism, and is subject to
U.S. economic sanctions and export controls.   You do not include disclo sure about Syria
in the Form 10 -K.  Please describe to us the nature and extent of your past, current and
anticipated contacts with Syria since your 2015 letter, including contacts with its
government, whether through subsidiaries, dealers, distributors, o r other direct or indirect
arrangements.

John L. Garrison, Jr.
Terex  Corporation
July 26 , 2018
Page 2

 We remind you that the company and its management are responsible for the accuracy
and adequacy of their disclosures, notwithstanding any review, comments, action or absence of
action by the staff.

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

         Sincerely,

         /s/ Cecilia Blye

         Cecilia Blye, Chief
         Office of Global Security Risk

cc:  Amanda Ravitz
  Assistant Director
 Division of Corporation Finance

Mail Stop 3030
July 11, 2016

Via E -mail
Kevin P. Bradley
Senior Vice President and Chief Financial Officer
Terex Corporation
200 Nyala Farm Road
Westport, Connecticut  06880

Re: Terex Corporation
 Form 10 -K for the Fiscal Year Ended December 31, 2015
 Filed February 22, 2016
Form 10 -K for the Fiscal Year Ended December 31, 2014
Filed February 23, 2015
 File No. 001-10702

Dear  Mr. Bradley :

We have completed our review of your filings.  We remind you that our comments or
changes to disclosure in response to our comments do not foreclose the Commission from taking
any action with respect to the company or the filing s and the company may not as sert staff
comments as a defense in any proceeding initiated by the Commission or any person under the
federal securities laws of the United States.  We urge all persons who are responsible for the
accuracy and adequacy of the disclosure in the filing s to be certain that the filing s include the
information the Securities Exchange Act of 1934 and all applicable rules require.

Sincerely,

 /s/ Martin James

Martin James
Senior Assistant Chief Accountant
        Office of Electronics and Machinery

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Eric I Cohen

Senior Vice President, Secretary

and General Counsel

Telephone:             (203) 222-5950

E-mail:      eric.cohen@terex.com

June 30, 2016

Martin James

Securities and Exchange Commission

Senior Assistant Chief Accountant

Office of Electronics and Machinery

100 F Street, NE

Washington, DC 20549

Re:    Terex Corporation (“Terex” or the “Company”) Form 10-K for the Year Ended December 31, 2015 Filed February 22, 2016; Form 8-K filed April 26, 2016 File No. 001-10702

Dear Mr. James:

I have received a copy of your letter dated June 22, 2016, conveying the comments of the staff of the Securities and Exchange Commission (the “Commission”) on the above-referenced filing.  Your requests and comments are reproduced below in italics and immediately followed by our responses.

Form 8-K filed April 26, 2016

Exhibit 99.1

SEC REQUEST OR COMMENT NO. 1:

We note that you present a non-GAAP measure titled “as adjusted basis loss from continuing operations” but you have not provided the required reconciliations to the most directly comparable GAAP measure as well as the other disclosures required by Item 10(e)(1)(i) of Regulation S-K.  Please confirm that in future filings you will revise your presentations of non-GAAP measures to comply fully with that guidance.

TEREX CORPORATION’S RESPONSE:

Terex hereby confirms that in its applicable future filings, the Company will provide the required reconciliations to the most directly comparable GAAP measure as well as the other disclosures required by Item 10(e)(1)(i) of Regulation S-K.

By way of example, in future filings the tabular presentation included on page 7 of Exhibit 99.1 of the Form 8-K filed with the Commission on April 26, 2016 would appear in the following format:

Terex Corporation 200 Nyala Farm Road   Westport, CT 06880 USA   TEL +1 203 222 7170   FAX +1 203 222 7976   www.terex.com

Martin James

Securities and Exchange Commission

June 30, 2016

Page 2 of 2

 Q1 2016 As Reported

 Merger Related **

 Restructuring & Related **

 Q1 2016 As Adjusted

Income (loss) from Continuing Operations

 ($74.2)

 $8.9

 $59.7

 ($5.6)

Earnings (loss) per share *

 ($0.68)

 $0.08

 $0.55

 ($0.05)

* Based on diluted weighted average shares outstanding of 108.8M

** After-tax amounts are calculated using a jurisdictional blended tax rate

ACKNOWLEDGEMENT:

Terex acknowledges that: (a) it is responsible for the adequacy and accuracy of the disclosure in its filings; (b) staff comments or changes to disclosure in response to staff comments do not foreclose the Commission from taking any action with respect to Terex’s filings; and (c) Terex may not assert staff comments as a defense in any proceeding initiated by the Commission or any person under the federal securities laws of the United States.

* * *

Thank you for the opportunity to respond to your comments.  If we can be of any further assistance with respect to this matter, please do not hesitate to contact me.

Very truly yours,

/s/ Eric I Cohen

Eric I Cohen

cc:    Kevin P. Bradley

Terex Corporation 200 Nyala Farm Road   Westport, CT 06880 USA   TEL +1 203 222 7170   FAX +1 203 222 7976   www.terex.com

Mail Stop 3030
June 2 2, 2016

Via E -mail
Kevin P. Bradley
Senior Vice President and Chief Financial Officer
Terex Corporation
200 Nyala Farm Road
Westport, Connecticut  06880

Re: Terex Corporation
 Form 10 -K for the Fiscal Year Ended December 31, 2015
 Filed February 22, 2016
 Form 8 -K filed  April 26, 2016
 File No. 001-10702

Dear  Mr. Bradley :

We have limited our review  of your filing  to the financial statements and related
disclosures and have the following comment.  In some of our comments, we may ask you to
provide us with information so we may better understand your disclosure.

Please respond to th is comment within ten business days by providing the requested
informatio n or advise us as soon as possible when you will respond.  If you do not believe our
comment appl ies to your facts and circumstances, please tell us why in your response.

After reviewing your response to th is comment, we may have additional comments.

Form 8 -K filed April 26, 2016

Exhibit 99.1

1. We note that you present a non -GAAP measure titled “as adjusted basis loss from
continuing operations” but you have not provided the required reconciliations to the most
directly comparable GAAP meas ure as well as the other disclosures required by Item
10(e)(1)(i) of Regulation S -K.  Please confirm that in future filings you will revise your
presentations of non -GAAP measures to comply fully with that guidance.

We urge all persons who are responsibl e for the accuracy and adequacy of the disclosure
in the filing to be certain that the filing includes the information the Securities Exchange Act of
1934 and all applicable Exchange Act rules require.   Since the company and its management are
in possessio n of all facts relating to a company’s disclosure, they are responsible for the accuracy
and adequacy of the disclosures they have made.

Kevin P. Bradley
Terex Corporation
June 2 2, 2016
Page 2

  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 the United States.

You may contact Tara Harkins  at (202) 551 -3639, or Kate Tillan, Assistant Chief
Accountant, at (202) 55 1-3604 with any questions.  You may also reach me at (202) 551 -3671.

Sincerely,

 /s/ Kate Tillan for

Martin James
Senior Assistant Chief Accountant
        Office of Electronics and Machinery

July 2 4, 2015

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

Re: Terex  Corporation
 Form 10 -K for Fiscal Year Ended December 31, 2014
 Filed February 23, 2015
 File No. 1 -10702

Dear Mr. DeFeo :

We refer you to our comment letter dated June 29, 2015, regarding business contacts with
Sudan and Syria.  We have completed our review of this subject matter.  We remind you that our
comments or changes to disclosure in response to our comments do not foreclose the Commission
from taking any action with respect to the company or 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 the United States.  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 Exchange Act of 1934 and all applicable rules require.

Sincerely,

 /s/ Cecilia Blye

Cecilia Blye, Chief
Office of Global Security Risk

cc:  Amanda Ravitz
  Assistant Director
 Division of Corporation Finance

  Eric Cohen
 Senior Vice President, Secret ary and General Counsel
 Terex Corporation

Scott Posner
 Deputy General Counsel
 Terex Corporation

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		20150714SECReplyLetter

Eric I Cohen

Senior Vice President, Secretary

and General Counsel

Telephone:             (203) 222-5950

E-mail:      eric.cohen@terex.com

July 14, 2015

Cecilia Blye

Securities and Exchange Commission

Chief, Office of Global Security Risk

Division of Corporation Finance

100 F Street, NE

Washington, DC 20549

Re:    Terex Corporation (“Terex” or the “Company”) Form 10-K for the Year Ended December 31, 2014 Filed February 23, 2015 File No. 1-10702

Dear Ms. Blye:

I have received a copy of your letter dated June 29, 2015, conveying the comments of the staff of the Securities and Exchange Commission (the “Commission”) on the above-referenced filing.  Your requests and comments are reproduced below in italics and immediately followed by our responses.

Form 10-K for the Year Ended December 31, 2014

General

SEC REQUEST OR COMMENT NO. 1:

In your letter to us dated February 28, 2013, you discussed contacts with Sudan and Syria.  We note also that drop down menus in the “Contact Us” and “Creation of Customer Account” portions of your website allow individuals to submit addresses in Sudan and Syria.  As you know, Sudan and Syria are designated by the Department of State as state sponsors of terrorism, and are subject to U.S. economic sanctions and export controls.  Please describe to us the nature and extent of your past, current and anticipated contacts with Sudan and Syria since your letter to us, whether through subsidiaries, affiliates, distributors, joint ventures or other direct or indirect arrangements.  You should describe any services, products, information or technology you have provided to Sudan or Syria, directly or indirectly, and any agreements, commercial arrangements, or other contacts you have had with the governments of those countries or entities they control.

TEREX CORPORATION’S RESPONSE:

Terex has no subsidiaries, affiliates, joint-venture arrangements, business partners or other operations in Sudan and Syria.  In addition, Terex does not have any agreements, commercial arrangements, or other contacts with the governments of Sudan and Syria or entities they control.

From time to time since our letter dated February 28, 2013, certain Terex foreign subsidiaries have sold foreign-manufactured equipment into Syria where permitted under U.S. and local law.  To the extent non-U.S. subsidiaries sold products into Syria, to the Company’s knowledge, the percentage of U.S. content in the foreign products that they sold contained 10% or less than the value of the product.  The foreign-manufactured equipment sold into Syria were spare parts and components for overhead industrial cranes.

  Terex Corporation 200 Nyala Farm Road   Westport, CT 06880 USA   TEL +1 203 222 7170   FAX +1 203 222 7976   www.terex.com

Cecilia Blye

Securities and Exchange Commission

July 14, 2015

Page 2 of 3

As previously communicated to the Commission, Terex adopted an internal policy stating it would not accept any orders for equipment or parts where Terex knows or has reason to believe such equipment or parts would be destined for Sudan unless for humanitarian purposes.  Since the date of its last letter to the Commission on February 28, 2013, Terex has had no sales into Sudan.

Terex anticipates no change in the nature or extent of its activities or contacts with Sudan and Syria.  With respect to the drop down menus in the “Contact Us” and “Creation of Customer Account” portions of the Company’s website, Terex intends to replace Sudan with South Sudan in its drop down menus.  Terex intends to retain Syria in the drop down menus as the Company’s foreign subsidiaries may continue to have limited sales to Syria in compliance with U.S. and local law.

SEC REQUEST OR COMMENT NO. 2:

Please discuss the materiality of the contacts with Sudan and Syria you describe in response to the comment above, and whether those contacts constitute a material investment risk for your security holders.  You should address materiality in quantitative terms, including the 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.  Various state and municipal governments, universities, and other investors have proposed or adopted divestment or similar initiatives regarding investment in companies that do business with U.S. - designated state sponsors of terrorism.  You should address the potential impact of the investor sentiment evidenced by such actions directed toward companies that have operations associated with Sudan and Syria.

TEREX CORPORATION’S RESPONSE:

As previously disclosed in the Company’s prior letter to the Commission on February 28, 2013, Terex foreign subsidiary sales into Sudan and Syria in fiscal year 2012 were as follows:

•    Sudan – approximately $12,000;

•    Syria – approximately $121,000.

Terex foreign subsidiary sales into Sudan and Syria in fiscal years 2013, 2014 and the first six months of 2015 were as follows:

•    Sudan – none;

•    Syria – approximately $116,000 in 2013, approximately $716,000 in 2014 and $0 in 2015.

Sales to Sudan and Syria in 2012-2014 constituted approximately 0.005% of Terex’s total sales in 2012-2014.  To the best of our knowledge, these sales were not with the government or entities controlled by the governments of Sudan and Syria.  Terex does not consider this level of activity to be quantitatively material.  Moreover, to the best of its knowledge, neither Terex Corporation nor any of its subsidiaries has any assets in or liabilities to anyone in either Syria or Sudan.

The Company’s minimal contacts with customers in Sudan and Syria are designed to be in full compliance with applicable U.S. law and regulations. Terex has an export control and sanctions compliance program that includes training designed to ensure that all activity relating to the listed countries is conducted in conformity with applicable law.  Included are policies and procedures directing that no U.S. personnel, or personnel working outside of the U.S. who are U.S. citizens or permanent residents are involved in such activity where such involvement is

  Terex Corporation 200 Nyala Farm Road   Westport, CT 06880 USA   TEL +1 203 222 7170   FAX +1 203 222 7976   www.terex.com

Cecilia Blye

Securities and Exchange Commission

July 14, 2015

Page 3 of 3

impermissible and parties with whom Terex transacts business are screened against applicable U.S. sanctions lists.

The Company is aware that certain states, municipalities, universities or other investors have proposed or adopted divestment or other initiatives regarding investment in companies that do business with customers in Sudan or Syria.  To the Company’s knowledge, none of its investors have threatened divestment of the Company’s shares.  Terex believes that the extremely small level of sales by its foreign subsidiaries into Sudan and Syria has not generally been regarded by investors as qualitatively or quantitatively material to making an investment decision.  However, Terex continues to monitor the sentiment of its investors with respect to such sales, and has in the past and will continue in the future to take those sentiments into consideration in determining its ongoing business activities.

ACKNOWLEDGEMENT:

Terex acknowledges that: (a) it is responsible for the adequacy and accuracy of the disclosure in its filings; (b) staff comments or changes to disclosure in response to staff comments do not foreclose the Commission from taking any action with respect to Terex’s filings; and (c) Terex may not assert staff comments as a defense in any proceeding initiated by the Commission or any person under the federal securities laws of the United States.

* * *

Thank you for the opportunity to respond to your comments.  If we can be of any further assistance with respect to this matter, please do not hesitate to contact me.

Very truly yours,

 /s/ Eric I Cohen

 Eric I Cohen

cc:

 Ronald M. DeFeo

 Kevin P. Bradley

  Terex Corporation 200 Nyala Farm Road   Westport, CT 06880 USA   TEL +1 203 222 7170   FAX +1 203 222 7976   www.terex.com

June 29, 2015

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

Re: Terex  Corporation
 Form 10 -K for Fiscal Year Ended December 31, 2014
 Filed February 23, 2015
 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.   In our comments , we ask you to provide us with information so we may better
understand your disclosure.

Please  respond to these comments  within ten busine ss days by providing the requested
information or advis e us as soon as possible when you will respond.  If you  do not believe our
comments apply to your facts and circumstances , please tell us why in your respons e.

After reviewing your response to these comments, we may have additional comments.

General

1. In your letter to us dated February 28, 2013, you discussed contacts with Sudan and
Syria.   We note also that drop down menus in the “Contact Us”  and “Creation of
Customer Account” portions of your website allow individuals to submit addresses in
Sudan and Syria.   As you know, Sudan and Syria are designated by the Department of
State as state sponsors of terrorism, and are subject to U.S. economic sanctions and
export controls.   Please describe to us the nature and extent of your past, current and
anticipated contacts with Sudan and Syri a since your letter to us, whether through
subsidiaries, affiliates, distributors, joint ventures or other direct  or indirect
arrangements.   You should describe any services, products, information or technology
you have provided to Sudan or Syria, directly or indirectly, and any agreements,
commercial arrangements, or other contacts you have had with the governments of those
countries or entities they control.

Ronald M. DeFeo
Terex  Corporation
June 29, 2015
Page 2

 2. Please discuss the materiality of the contacts with Sudan and Syria you describe in
response to the comment above, and whether those contacts constitute a material
investment risk for your security holders.   You should address materiality in quantitative
terms, including the 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 quali tative 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.   Various state and municipal
governments, universities, and  other investors have proposed or adopted divestment or
similar initiatives regarding investment in companies that do business with U.S. -
designated state sponsors of terrorism.   You should address the potential impact of the
investor sentiment evidenced by  such actions directed toward companies that have
operations associated with Sudan and Syria.

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 Exchange Act of
1934 and all applicable Exchange Act rules require.   Since the company and its management are
in possession of all facts relating to a company’s disclosure, they are responsible for the accuracy
and adequacy of the disclosures th ey 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 the United States.

You may contact Daniel Leslie , Staff Attorney , at (202) 551 -3876 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

cc:  Amanda Ravitz
  Assistant Director
 Division of Corporation Finance

Ronald M. DeFeo
Terex  Corporation
June 29, 2015
Page 3

 Eric Cohen
 Senior Vice President , Secretary and General Counsel
 Terex Corporation

Scott Posner
 Deputy General Counsel
 Terex Corporation

CORRESP
1
filename1.htm

		CORRESP SEC LETTER 02-28-2013

Eric I Cohen

Senior Vice President, Secretary

and General Counsel

Telephone:             (203) 222-5950

E-mail:      eric.cohen@terex.com

February 28, 2013

Cecilia Blye

Securities and Exchange Commission

Chief, Office of Global Security Risk

Division of Corporation Finance

100 F Street, NE

Washington, DC 20549

Re:

 Supplement to Terex Corporation Letters Dated December 3, 2012 and December 18, 2012

Dear Ms. Blye:

Terex Corporation (“Terex” or the “Company”) is submitting this letter to supplement the responses in the letters to you dated December 3, 2012 and December 18, 2012.  On November 20, 2012, the staff of the Securities and Exchange Commission (the “Commission”) requested that Terex describe “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 other contacts you have had with the governments of those countries or entities they control” and asked Terex to “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.”  After receiving the Company's initial response, the Commission requested on December 5, 2012 that Terex describe to the Commission the types of equipment sold into Iran, Sudan and Syria.

The purpose of this letter is to supplement the two prior responses provided by the Company to

the Commission.  In connection with the Company's preparation of its Annual Report on Form 10-K for the year ended December 31, 2012 and specifically the disclosure requirements of Section 219 of the Iran Threat Reduction and Syria Human Rights Act of 2012 and Section 13(r) of the Securities and Exchange Act of 1934, as amended, the Company has determined that its prior letters to the Commission were not complete. The Company therefore is supplementing its prior letters to the Commission with the information set forth below. The additional information does not change the Company's view, based on the quantitative and qualitative factors described in the prior letters, that its activities involving Iran, Sudan and Syria did not constitute a material risk for its security holders.

As indicated in our prior letters, effective November 21, 2007, Terex adopted an internal policy prohibiting any transactions where Terex knows or has reason to believe that such equipment or parts would be destined for Sudan unless for humanitarian purposes, and effective April 30, 2010, Terex adopted a similar internal policy for Iran.  These policies apply to both U.S. and non-U.S. subsidiaries and joint ventures controlled by Terex even if the transaction otherwise would be permissible under U.S. law. In the very limited circumstances where existing contractual obligations of non-U.S. subsidiaries and controlled joint ventures required the supply of equipment, parts or aftermarket service to entities in Sudan or Iran, obligations under these contracts were to be completed as quickly as possible provided that the transactions were compliant with U.S. law (“Winding Down Transactions”).  Subsequently on March 26, 2011, the Company revised its policy and eliminated the ability to engage in any Winding Down Transactions in Iran.  The Company acquired a majority interest in Demag Cranes AG (“DCAG”) on August 16, 2011 and obtained management control of DCAG and its subsidiaries on April 18,

Terex Corporation 200 Nyala Farm Road   Westport, CT 06880 USA   TEL +1 203 222 7170   FAX +1 203 222 7976   www.terex.com

Cecilia Blye

Securities and Exchange Commission

February 28, 2013

Page 2 of 4

2012.  DCAG and its subsidiaries adopted the Company's internal policy on sales into Iran and Sudan effective June 4, 2012.  As a result of the Company's policy against any sales into Iran and Sudan unless for humanitarian purposes, neither Terex nor any of its foreign subsidiaries intend to conduct any future shipments to Iran or Sudan.

However, as a result of reviews in preparation of the Company's Form 10-K filing, Terex has determined that certain of its foreign subsidiaries had commercial arrangements with entities controlled by the governments of Iran, Sudan and Syria during the years 2009-2012.  The foreign subsidiaries of the Company set forth in Exhibit A sold the equipment described therein directly or indirectly to entities which, based on information available to the Company, Terex believes are or may be owned or controlled by the Governments of Iran or Sudan.

The decision to enter into the transactions was made and performed by a foreign entity and the transactions were permissible under applicable law when they were executed.

Terex also identified additional sales into Iran, Sudan and Syria that were not included in its letter dated December 3, 2012.  Terex foreign subsidiary sales into Iran, Sudan and Syria over each of the past four years were approximately as follows:

•

 Iran - $14.2 million in 2009, $18.3 million in 2010, $2.9 million in 2011 and $0.4 million in 2012;

•

 Sudan - $0 in 2009 and 2011,  $1.2 million in 2010 (sold to the United Nations for humanitarian purposes) and $13,000 in 2012;

•

 Syria -$4.1 million in 2009, $160,000 in 2010, $802,000 in 2011 and $121,000 in 2012.

•

 Cuba - our records do not reflect any sales to Cuba.

Sales to Iran, Sudan and Syria constituted approximately 0.28% of Terex's total sales over 2009-2011 and approximately 0.007% of Terex's total sales in 2012.  Certain of the Company's foreign subsidiaries in connection with the sale of their equipment paid commissions to entities in Iran and Syria.

Based on the foregoing, the Company does not believe that the supplemental information provided in this letter alters its prior quantitative materiality analysis, and the Company continues to believe that its limited activities

involving Iran, Sudan and Syria are not material to the Company and its subsidiaries on a quantitative basis. The same is true from a qualitative perspective. As previously stated in its December 3, 2012 letter, the Company has no current or anticipated operations in Iran, Sudan, Syria or Cuba and has no current or anticipated contacts with Iran, Sudan or Cuba.

Terex continues to believe that the relatively insignificant level of sales by its foreign subsidiaries into Iran, Sudan and Syria has not generally been regarded by investors as qualitatively or quantitatively material to making an investment decision.  In addition, as described above and previously, Terex has adopted internal policies stating that it would not accept any orders for equipment or parts where Terex knows or has reason to believe that such equipment or parts would be destined for Iran or Sudan unless for humanitarian purposes.  However, Terex continues to monitor the sentiment of its investors with respect to such sales, and has in the past and will continue in the future to take those sentiments into consideration in determining its ongoing business activities.

* * *

2

Terex Corporation 200 Nyala Farm Road   Westport, CT 06880 USA   TEL +1 203 222 7170   FAX +1 203 222 7976   www.terex.com

Cecilia Blye

Securities and Exchange Commission

February 28, 2013

Page 3 of 4

Thank you for the opportunity to submit this supplemental response to your comments.  If we can be of any further assistance with respect to this matter, please do not hesitate to contact me.

Very truly yours,

/s/ Eric I Cohen

Eric I Cohen

cc:

 Ronald M. DeFeo

 Phillip C. Widman

3

Terex Corporation 200 Nyala Farm Road   Westport, CT 06880 USA   TEL +1 203 222 7170   FAX +1 203 222 7976   www.terex.com

Cecilia Blye

Securities and Exchange Commission

February 28, 2013

Page 4 of 4

Exhibit A

Iranian End Users

Terex Subsidiary

 Time Period of Transactions

 Value of Transactions

 Type of Equipment

Terex Operations Italy Srl

 2009-2010

 €4.6 million

 Lift trucks, reach stackers and

spare parts

Demag Cranes and

Components GmbH

 2011-2012¹

 €1.4 million

 Industrial crane components and

spare parts

Demag Cranes and

Components Spa

 2011²

 €0.1 million

 Industrial crane components and

spare parts

Syrian End Users

Prior to 2009, Terex Italia Srl provided a bank guarantee in favor of an entity that Terex believes is or may be owned or controlled by the Government of Syria.  Terex Italia Srl  paid bank commissions totaling €20,000 in 2009-2011 to extend this bank guarantee.

Sudanese End Users

Terex Subsidiary

 Time Period of Transaction

 Value of Transaction

 Type of Equipment

Terex Cranes Germany

GmbH

 2012

 €2,100

 Cranes spare parts

¹

 Time period begins on August 16, 2011, the date of Terex's acquisition of a majority interest in Demag Cranes AG.

²

 Time period begins on August 16, 2011, the date of Terex's acquisition of a majority interest in Demag Cranes AG.

4

Terex Corporation 200 Nyala Farm Road   Westport, CT 06880 USA   TEL +1 203 222 7170   FAX +1 203 222 7976   www.terex.com

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

January 9, 2013

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 refer you to our comment letters dated November 20, 2012 and December 6, 2012,
regarding business contacts with Cuba, Iran, Sudan, and Syria.  We  have completed our review
of this subject matter.  We remind you that our comments or changes to disclosure in response to
our comments do not foreclose the Commission from taking any action with respect to the
company or the filing and the company may no t assert staff comments as a defense in any
proceeding initiated by the Commission or any person under the federal securities laws of the
United States.  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
Exchange Act of 1934 and all applicable rules require.

         Sincerely,

         /s/ Cecilia Blye

         Cecilia Blye, Chief
         Office of Global Security Risk
cc:  Amanda Ravitz
  Assistant Directo r
 Division of Corporation Finance

CORRESP
1
filename1.htm

		Corresp sec reply ltr 10K 12-05-12

Eric I Cohen

Senior Vice President, Secretary

and General Counsel

Telephone:             (203) 222-5950

E-mail:      eric.cohen@terex.com

December 18, 2012

Cecilia Blye

Securities and Exchange Commission

Chief, Office of Global Security Risk

Division of Corporation Finance

100 F Street, NE

Washington, DC 20549

Re:

 Terex Corporation (“Terex” or the “Company”) Form 10-K for the Year Ended December 31, 2011 Filed

  February 29, 2012 File No. 1-10702

Dear Ms. Blye:

I have received a copy of your letter dated December 6, 2012 conveying the comments of the staff of the Securities and Exchange Commission (the “Commission”) on the above-referenced filing.  Your requests and comments are reproduced below in italics and immediately followed by our responses.

Form 10-K for the Year Ended December 31, 2011

General

SEC REQUEST OR COMMENT NO. 1:

You state in response to comment 1 in our letter dated November 20, 2012 that certain of your foreign subsidiaries have sold foreign-manufactured equipment containing less than 10% U.S. content into Iran, Sudan and Syria.  Please describe to us the types of equipment sold into those countries.

TEREX CORPORATION'S RESPONSE:

Terex is a diversified global equipment manufacturer of a variety of capital goods machinery products.  The following types of equipment were sold into Iran, Sudan and Syria as follows:

Iran 2009 Sales:

Compact construction excavators and loaders, rock crushing equipment, lift trucks, port container stackers and spare parts for such equipment and spare parts for all-terrain cranes and scrap handlers

 Iran 2010 Sales:

Lift trucks, port container stackers and spare parts for such equipment

 Iran 2011 Sales:

Overhead industrial crane components and equipment and spare parts for such equipment; service for mobile harbor cranes

 Iran 2012 Sales:

Overhead industrial crane components and equipment and spare parts for such equipment

Sudan 2009 Sales:

None

 Sudan 2010 Sales:

None

 Sudan 2011 Sales:

None

 Sudan 2012 Sales:

Spare parts for overhead industrial crane equipment

Terex Corporation    200 Nyala Farm Road    Westport, CT 06880 USA     TEL +1 203 222 7170     FAX +1 203 222 7976       www.terex.com

Cecilia Blye

Securities and Exchange Commission

December 18, 2012

Page 2 of 2

Syria 2009 Sales:

Rough terrain cranes and spare parts for such equipment and for port container carriers

 Syria 2010 Sales:

Spare parts for port container carriers

 Syria 2011 Sales¹:

Spare parts for rough terrain cranes and port container stackers and carriers

 Syria 2012 Sales:

Spare parts for port container carriers

ACKNOWLEDGEMENT:

Terex acknowledges that:  (a) it is responsible for the adequacy and accuracy of the disclosure in its filings; (b) staff comments or changes to disclosure in response to staff comments do not foreclose the Commission from taking any action with respect to Terex's filings; and (c) Terex may not assert staff comments as a defense in any proceeding initiated by the Commission or any person under the federal securities laws of the United States.

* * *

Thank you for the opportunity to respond to your comments.  If we can be of any further assistance with respect to this matter, please do not hesitate to contact me.

Very truly yours,

/s/Eric I Cohen

Eric I Cohen

cc:

 Ronald M. DeFeo

Phillip C. Widman

¹ Please note that Terex's sales into Syria in 2011 were approximately $46,000 and not $446,000 as originally reported in our letter dated December 5, 2012.

Terex Corporation    200 Nyala Farm Road    Westport, CT 06880 USA     TEL +1 203 222 7170     FAX +1 203 222 7976       www.terex.com

UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
       DIVISION OF
CORPORATION FINANCE
 December 6, 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
  Response Letter Dated December 5, 2012

Dear Mr. DeFeo:

We have reviewed your response letter and have the following comment.

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 comment applies to your facts and circumstances, please tell us why in  your
response.

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

General

1. You state in response to comment 1 in our letter dated November 20, 2012 that certain of
your foreign subsidiaries have s old foreign -manufactured equipment containing less than
10% U.S. content into Iran, Sudan, and Syria.  Please describe to us the types of
equipment sold into those countries.

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

         Sincerely,

         /s/ Cecilia Blye

         Cecilia Blye, Chief
         Office of Global Security Risk

Ronald M. DeFeo
Terex Corporation
December 6, 2012
Page 2

 cc:  Amanda Ravitz
  Assistant Director
 Division of Corporation Finance

CORRESP
1
filename1.htm

		secreplyltr12052012

Eric I Cohen

Senior Vice President, Secretary

and General Counsel

Telephone:             (203) 222-5950

E-mail:      eric.cohen@terex.com

December 5, 2012

Cecilia Blye

Securities and Exchange Commission

Chief, Office of Global Security Risk

Division of Corporation Finance

100 F Street, NE

Washington, DC 20549

Re:

 Terex Corporation (“Terex” or the “Company”) Form 10-K for the Year Ended December 31, 2011 Filed

  February 29, 2012 File No. 1-10702

Dear Ms. Blye:

I have received a copy of your letter dated November 20, 2012 conveying the comments of the staff of the Securities and Exchange Commission (the “Commission”) on the above-referenced filing.  Your requests and comments are reproduced below in italics and immediately followed by our responses.

Form 10-K for the Year Ended December 31, 2011

General

SEC REQUEST OR COMMENT NO. 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 include 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 other contacts you have had with the governments of those countries or entities they control.

TEREX CORPORATION'S RESPONSE:

Terex has no subsidiaries, affiliates, joint-venture arrangements, business partners or other operations in Iran, Sudan, Syria and Cuba.  There have been no sales since our letter dated July 17, 2009 into Cuba. From  time to time since our letter dated July 17, 2009, certain Terex foreign subsidiaries have sold foreign-manufactured equipment into Iran, Sudan and Syria where permitted under U.S. and local law.  To the extent that non-U.S. subsidiaries sold products into Iran, Sudan and Syria, to the Company's knowledge, they only sold foreign-made products containing less than 10% U.S. content.

Terex Corporation 200 Nyala Farm Road   Westport, CT 06880 USA   TEL +1 203 222 7170   FAX +1 203 222 7976   www.terex.com

Cecilia Blye

Securities and Exchange Commission

December 5, 2012

Page 2 of 3

In addition, effective November 21, 2007, Terex adopted an internal policy stating that it would not accept any orders for equipment or parts where Terex knows or has reason to believe that such equipment or parts would be destined for Sudan unless for humanitarian purposes, and effective April 30, 2010 Terex adopted a similar internal policy for Iran.  These policies apply to both U.S. and non-U.S. subsidiaries and joint ventures controlled by Terex even if the transaction otherwise would be permissible under U.S. law.  In the very limited circumstances where existing contractual obligations of non-U.S. subsidiaries and controlled joint ventures require the supply of equipment, parts or aftermarket service to entities in Sudan or Iran, obligations under these contracts were to be completed as quickly as possible provided that the transactions were compliant with U.S. law.

To the best of its knowledge, neither Terex Corporation nor any of its subsidiaries have or have had any agreements, commercial arrangements or other contacts with the governments or entities controlled by the governments of Iran, Sudan, Syria or Cuba.  Terex anticipates no change in the nature or extent of these activities or contacts.

SEC REQUEST OR COMMENT NO. 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 the 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 divestment 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 towards companies that have operations associated with Iran, Sudan, Syria, or Cuba.

TEREX CORPORATION'S RESPONSE:

Terex foreign subsidiary sales into Iran, Sudan and Syria over each of the past three years are approximately as follows:

•

 Iran - $2.3 million in 2009, $4.9 million in 2010, $2.3 million in 2011 and $0.4 million in the nine months ended September 30, 2012 (the sales in 2011 and 2012 were made solely by non-U.S. entities as to which the Company did not have management control and did not adopt the Company's internal policy on sales into Iran until mid-2012);

•

 Sudan - $0 in 2009, 2010 and 2011 and $5,000 in the nine months ended September 30, 2012 (the sales in 2012 were made solely by a non-U.S. entity as to which the Company did not have management control and did not adopt the Company's internal policy on sales into Sudan until mid-2012);

•

 Syria -$1.2 million in 2009, $149,000 in 2010, $446,000 in 2011 and $15,000 in the nine months ended September 30, 2012.

•

 Cuba - our records do not reflect any sales to Cuba.

Sales to Iran, Sudan, Syria constituted approximately 0.08% of Terex's total sales over the past three years and approximately 0.007% of Terex's total sales in the first three quarters of 2012.  To the best of our knowledge,

Terex Corporation 200 Nyala Farm Road   Westport, CT 06880 USA   TEL +1 203 222 7170   FAX +1 203 222 7976   www.terex.com

Cecilia Blye

Securities and Exchange Commission

December 5, 2012

Page 3 of 3

these sales were not with the governments or entities controlled by the governments of Iran, Sudan or Syria.  Terex does not consider this level of activity to be quantitatively material.  Moreover, to the best of its knowledge neither Terex Corporation nor any of its subsidiaries has any assets in or liabilities to anyone in such countries.

The Company's minimal contacts with customers in Iran, Sudan and Syria are designed to be in full compliance with applicable U.S. law and regulations. Terex has an export control and sanctions compliance program that includes training designed to ensure that all activity relating to the listed countries is conducted in conformity with applicable law.  Included are policies and procedures directing that no U.S. personnel are involved in such activity where such involvement is impermissible and that customers are screened against U.S. government lists of impermissible customers to safeguard that none of Terex's customers are specially designated persons or otherwise impermissible customers.

The Company is aware that certain states, municipalities, universities or other investors have proposed or adopted divestment or other initiatives regarding investment in companies that do business with customers in Iran, Sudan or Syria.  Those that are investors in Terex, however, have neither threatened divestment nor approached the Company about severing its operations in those three countries.  In addition, as described above, effective November 21, 2007 for Sudan and April 30, 2010 for Iran, Terex adopted internal policies stating that it would not accept any orders for equipment or parts where Terex knows or has reason to believe that such equipment or parts would be destined for these countries unless for humanitarian purposes.

Terex believes that the relatively insignificant level of sales by its foreign subsidiaries into Iran, Sudan and Syria has not generally been regarded by investors as qualitatively or quantitatively material to making an investment decision.  However, Terex continues to monitor the sentiment of its investors with respect to such sales, and has in the past and will continue in the future to take those sentiments into consideration in determining its ongoing business activities.

ACKNOWLEDGEMENT:

Terex acknowledges that:  (a) it is responsible for the adequacy and accuracy of the disclosure in its filings; (b) staff comments or changes to disclosure in response to staff comments do not foreclose the Commission from taking any action with respect to Terex's filings; and (c) Terex may not assert staff comments as a defense in any proceeding initiated by the Commission or any person under the federal securities laws of the United States.

* * *

Thank you for the opportunity to respond to your comments.  If we can be of any further assistance with respect to this matter, please do not hesitate to contact me.

Very truly yours,

/s/ Eric I Cohen

cc:

 Ronald M. DeFeo

 Phillip C. Widman

Terex Corporation 200 Nyala Farm Road   Westport, CT 06880 USA   TEL +1 203 222 7170   FAX +1 203 222 7976   www.terex.com

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

June 2, 2011
  Mr. Phillip C. Widman Chief Financial Officer Terex Corporation 200 Nyala Farm Road Westport, Connecticut 06880
 Re: Terex Corporation
Form 10-K for the Year Ended December 31, 2010 Filed February 18, 2011 File No.  001-10702

Dear Mr. Widman:
We have completed our review of your f ilings.  We remind you that our comments or
changes to disclosure in res ponse to our comments do not for eclose the Commission from taking
any action with respect to the company or the filings and the company may not assert staff
comments as a defense in any proceeding ini tiated by the Commission or any person under the
federal securities laws of the United States.  We urge all pers ons who are responsible for the
accuracy and adequacy of the disclosure in the fi lings to be certain that the filings includes the
information the Securities Exchange Act of 1934 and all applicable rules require.
 Sincerely,

             Kevin L. Vaughn         A c c o u n t i n g  B r a n c h  C h i e f

CORRESP
1
filename1.htm

		terexcorprespltr051811

Eric I Cohen

Senior Vice President, Secretary

and General Counsel

Telephone:             (203) 222-5950

E-mail:      eric.cohen@terex.com

May 18, 2011

Kevin L. Vaughn

Securities and Exchange Commission

Accounting Branch Chief

Division of Corporation Finance

100 F Street, NE

Washington, DC 20549

Re:

 Terex Corporation (“Terex” or the “Company”) Form 10-K for the Year Ended December 31, 2010

 Filed February 18, 2011 File No. 001-10702

Dear Mr. Vaughn:

I have received a copy of your letter dated May 10, 2011 conveying the comments of the staff of the Securities and Exchange Commission (the “Commission”) on the above-referenced filing.  Your requests and comments are reproduced below in italics and immediately followed by our responses.

Form 10-K for the Year Ended December 31, 2010

Index to Consolidated Financial Statements and Financial Statement Schedule, page F-1

Notes to Consolidated Financial Statements, page F-7

General

SEC REQUEST OR COMMENT NO. 1:

We note your response to prior comment 4.  Please revise your future filings to include a disclosure similar to the one provided in your response.

TEREX CORPORATION'S RESPONSE:

Currently, the Company does not believe that Terex Financial Services (“TFS”) represents a significant part of the Company's business activities in terms of revenue, net income, or assets.  The Company continuously monitors its TFS business and will continue to do so in the future.  In its applicable future Form 10-K filings, the Company will provide additional disclosure regarding the activities carried out by TFS and the accounting for TFS receivables at such time as it determines that TFS is significant to the Company's business activities in terms of revenue, net income, or assets.

ACKNOWLEDGEMENT:

Terex acknowledges that:  (a) it is responsible for the adequacy and accuracy of the disclosure in its filings; (b) staff comments or changes to disclosure in response to staff comments do not foreclose the Commission from taking any action with respect to Terex's filings; and (c) Terex may not assert staff

Terex Corporation   200 Nyala Farm Road   Westport, CT 06880 USA   TEL +1 203 222 7170   FAX +1 203 222 7976   www.terex.com

Kevin L. Vaughn

Securities and Exchange Commission

May 18, 2011

Page 2 of 2

comments as a defense in any proceeding initiated by the Commission or any person under the federal securities laws of the United States.

* * *

Thank you for the opportunity to respond to your comments.  If we can be of any further assistance with respect to this matter, please do not hesitate to contact me.

Very truly yours,

/s/ Eric I Cohen

cc:

 Ronald M. DeFeo

 Phillip C. Widman

2

Terex Corporation   200 Nyala Farm Road   Westport, CT 06880 USA   TEL +1 203 222 7170   FAX +1 203 222 7976   www.terex.com

UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549

       DIVISION OF
CORPORATION FINANCE

 May 10, 2011
Via Facsimile and U.S. Mail

  Mr. Phillip C. Widman Chief Financial Officer Terex Corporation 200 Nyala Farm Road Westport, Connecticut 06880
 Re: Terex Corporation
Form 10-K for the Year Ended December 31, 2010 Filed February 18, 2011 File No.  001-10702

Dear Mr. Widman:
We have reviewed your response letter dated April 27, 2011 and have the following
comment.   In our comment, we may ask you to provide  us with information so we may better
understand your disclosure.
 Please respond to this letter within te n business days by providing the requested
information or by advising us when you will provide the requested response.  If you do not believe our comment applies to your facts a nd circumstances, please tell us why in your
response.
 After reviewing the information you provide in  response to this comment, we may have
additional comments.

Mr. Phillip C. Widman
Terex Corporation May 10, 2011 Page 2
 Form 10-K for the Year Ended December 31, 2010

 Index to Consolidated Financial Statements and Financial Statement Schedule, page F-1

 Notes to Consolidated Financial Statements, page F-7

 General

 1. We note your response to prior comment 4.  Plea se revise your future filings to include a
disclosure similar to the one provided in your response.

You may contact Tara Harkins,  Staff Accountant, at (202) 551-3639 or me at (202) 551-
3643 if you have questions regarding these comments.  In this regard, do no t hesitate to contact
Martin James, Senior Assistant Chief Accountant, at (202) 551-3671.

       S i n c e r e l y ,
                       Kevin L. Vaughn         A c c o u n t i n g  B r a n c h  C h i e f

CORRESP
1
filename1.htm

		WebFilings | EDGAR view

Eric I Cohen

Senior Vice President, Secretary

and General Counsel

Telephone:             (203) 222-5950

E-mail:      eric.cohen@terex.com

April 27, 2011

Kevin L. Vaughn

Securities and Exchange Commission

Accounting Branch Chief

Division of Corporation Finance

100 F Street, NE

Washington, DC 20549

Re:

 Terex Corporation (“Terex” or the “Company”) Form 10 K for the Year Ended December 31, 2010

 Filed February 18, 2011 File No. 001 10702

Dear Mr. Vaughn:

I have received a copy of your letter dated April 14, 2011 conveying the comments of the staff of the Securities and Exchange Commission (the “Commission”) on the above-referenced filing.  Your requests and comments are reproduced below in italics and immediately followed by our responses.

Form 10-K for the Year Ended December 31, 2010

Item 7.  Management's Discussion and Analysis of Financial Condition and Results of Operations,

page 32

- Non-GAAP Measures

SEC REQUEST OR COMMENT NO. 1:

We note that in the disclosure of the 2009 ROIC, you refer to 'loss before income taxes as adjusted,' 'loss from operations as adjusted,' 'provision for (benefit from) income taxes as adjusted,' 'cash and cash equivalents as adjusted,' and stockholders' equity as adjusted.'  However, we do not see where you have provided the reconciliations for such non-GAAP measures for each of the quarterly periods in 2009.  Please revise your future filings to include the reconciliation of all of the quarterly non-GAAP measures to the most directly comparable financial measure or measures calculated and presented in with US GAAP for all periods presented.  Refer to the guidance in Item 10(e)(1)(i)(a)-(b) of Regulation S-K.

TEREX CORPORATION'S RESPONSE:

In its applicable future filings, the Company will include a reconciliation of all of the quarterly non-GAAP measures to the most directly comparable financial measure or measures calculated and presented in accordance with U.S. GAAP for all periods presented.

Terex Corporation   200 Nyala Farm Road   Westport, CT 06880 USA   TEL +1 203 222 7170   FAX +1 203 222 7976   www.terex.com

Kevin L. Vaughn

Securities and Exchange Commission

April 27, 2011

Page 2 of 6

SEC REQUEST OR COMMENT NO. 2:

Further to the above, we note your disclosures regarding non-GAAP measures used by the company, including the discussion regarding 'net operating profit after tax' as it relates to your calculation of ROIC.  However, it appears that you also present other non-GAAP measures that are similarly used in the calculation of ROIC, including 'loss before income taxes as adjusted,' 'loss from operations as adjusted,' provision for (benefit from) income taxes as adjusted,' 'cash and cash equivalents as adjusted,' adjusted debt,' and 'stockholders' equity as adjusted.'  Please revise future filings to more clearly provide the narrative disclosures required by Item 10(e) of Regulation S-K for each of these non-GAAP measures.  In this regard, it appears from the current disclosures that these measures are only used for purposes of calculating ROIC.  Please revise future filings to discuss any additional ways management utilizes the non-GAAP measures.

TEREX CORPORATION'S RESPONSE:

In its applicable future filings, the Company will more clearly provide a narrative disclosure for each of the non-GAAP measures mentioned above.  Management currently uses 'loss before income taxes as adjusted,' 'loss from operations as adjusted,' 'provision for (benefit from) income taxes as adjusted,' 'cash and cash equivalents as adjusted,' 'adjusted debt,' and 'stockholders' equity as adjusted' (collectively, the “Non-GAAP Measures”) for the purposes of calculating after tax return on invested capital (“ROIC”).  The Company believes that ROIC and the Non-GAAP Measures assist in showing how effectively the Company utilizes the capital invested in its operations.

The Company believes that earnings from discontinued operations, as well as the net assets that comprise those operations invested capital, should be included in the calculation of the Non-GAAP Measures because they capture the financial returns on the Company's capital allocation decisions for the measured periods.  Furthermore, the Company believes that returns on capital deployed in Terex Financial Services (“TFS”) do not represent management of the Company's primary operations and, therefore, TFS assets and results from operations have been excluded from the Non-GAAP Measures.  Additionally, the Company does not believe that the deferred gain on shares of Bucyrus stock held from the sale of its Mining business reflects the Company's operations and, therefore, such deferred gain has been excluded from the calculation of the Non-GAAP Measures.

Management currently does not use the Non-GAAP Measures other than for purposes of calculating ROIC.  However, if management does use these Non-GAAP Measures for any other purposes in the future, the Company will discuss the additional ways management utilizes the non-GAAP measures.

Liquidity and Capital Resources, page 51

SEC REQUEST OR COMMENT NO. 3:

We note your disclosure of page F-17 that you do not provide for foreign income and withholding, U.S. federal, or state income taxes or tax benefits on the undistributed earnings or losses of your foreign subsidiaries because such earnings are reinvested and will continue to be reinvested indefinitely.  To the extent such amounts could be considered material to an understanding of your liquidity and capital resources, please revise your future filings to disclose the amounts of the cash and investment amounts

Terex Corporation   200 Nyala Farm Road   Westport, CT 06880 USA   TEL +1 203 222 7170   FAX +1 203 222 7976   www.terex.com

Kevin L. Vaughn

Securities and Exchange Commission

April 27, 2011

Page 3 of 6

held by your foreign subsidiaries that would not be available for use in the United States.  Please further provide a discussion of any known trends, demands or uncertainties as a result of this policy that are reasonably likely to have a material effect on the business as a whole or that may be relevant to your financial flexibility.  Refer to Item 303(a)(1) of Regulation S-K, SEC Release 33-8350, and Financial Reporting Codification Section 501.03.a.

TEREX CORPORATION'S RESPONSE:

As disclosed in the Company's Form 10-K on page F-17, the Company does not provide for foreign income and withholding, US federal, or state income taxes or tax benefits on the undistributed earnings or losses of its foreign subsidiaries because such earnings are reinvested and, in the Company's opinion, will continue to be indefinitely reinvested.  The Company reviews its plan on a quarterly basis.  In making its decision to indefinitely reinvest, the Company evaluates its plans of reinvestment, its ability to control repatriation, and the need, if any, to repatriate funds to support U.S. operations.  If deemed necessary based on the Company's quarterly analysis described above, the majority of the cash held by the Company's foreign subsidiaries could be used by the Company in the U.S.

In its applicable future filings, if material to an understanding of the Company's liquidity and capital resources, the Company will disclose the amounts of the cash and investments, if any, held by its foreign subsidiaries that would not be available for use in the United States and will provide a discussion of any known trends, demands or uncertainties as a result of this policy that are reasonably likely to have a material effect on the business as a whole or that may be relevant to the Company's financial flexibility.  Currently, there are no trends, demands or uncertainties as a result of the Company's re-investment policy that are reasonably likely to have a material effect on the Company as a whole or that may be relevant to the financial flexibility of the Company.

Index to Consolidated Financial Statements and Financial Statement Schedule, page F-1

Notes to Consolidated Financial Statements, page F-7

General

SEC REQUEST OR COMMENT NO. 4:

We note your disclosure on page 7 that you assist customers in their rental, leasing and acquisition of your products through Terex Financial Services.  With a view toward enhanced disclosure in future filings, please describe to us in greater detail the activities carried out by Terex Financial Services.  Tell us whether you provide for financing on the sale of any of your products beyond the sales-type leases disclosed and, if so, discuss your accounting for such financing receivables.

TEREX CORPORATION'S RESPONSE:

Activities Carried out by TFS

The Company may assist customers in their rental, leasing and acquisition of its products through TFS.  TFS utilizes its equipment and financial leasing experience to provide a variety of financing solutions to

Terex Corporation   200 Nyala Farm Road   Westport, CT 06880 USA   TEL +1 203 222 7170   FAX +1 203 222 7976   www.terex.com

Kevin L. Vaughn

Securities and Exchange Commission

April 27, 2011

Page 4 of 6

the Company's customers when they purchase equipment manufactured by the Company.  TFS provides financing support primarily by: (i) facilitating loans and leases between the Company's customers and various third party financial institutions; and (ii) in the United States, originating, underwriting, documenting, funding and servicing financing transactions directly with end-user customers, distributors and rental houses.  Most of the transactions are fixed and floating rate loans.  However, TFS also provides sales-type leases, operating leases and rentals (with and without purchase options).  TFS in the normal course of business sells loans and leases to financial institutions with which it has established relationships.

Although the direct financing activities of TFS have historically been limited to the United States, TFS is continually evaluating the need and opportunity to provide this capability in other countries.  In 2011, TFS expects to establish a direct leasing business in China and provide limited financing through syndication in select countries in Europe.

Accounting for Financing Receivables

Loan receivables that management has the intent and ability to hold for the foreseeable future or until maturity or payoff are stated at their outstanding unpaid principal balances, net of any deferred fees and costs.  An allowance for loan losses is established.  Interest income is accrued on the unpaid principal balance.  The accrual of interest is generally discontinued when management has concerns about further collectability of principal or interest.  Generally loans are restored to accrual status when the total contractual principal and interest is deemed collectible.

Loans originated and intended for sale in the secondary market are carried at the lower of cost or estimated fair value in the aggregate.  Net unrealized losses, if any, are recognized through a valuation allowance by charges to income.

Financing income attributable to sales-type leases, direct financing leases and loans is recognized on the accrual basis using the effective interest method.

Operating lease income is recognized on a straight-line basis over the term of the lease.

SEC REQUEST OR COMMENT NO. 5:

Further to the above, we note from your disclosure on page F-10 regarding sales-type leases.  Please clarify if these sales-type leases are arranged through Terex Financial Services.  In addition, revise future filings to provide the disclosures required by paragraph 840-30-50-4 of the FASB Accounting Standards Codification.

TEREX CORPORATION'S RESPONSE:

The Company from time to time enters into sales-type leases.  TFS arranges a portion of these leases while the remaining leases are arranged through other subsidiaries of the Company.  Currently, the Company does not believe that sales-type leases represent a significant part of its business activities in terms of revenue, net income, or assets.  The Company monitors the portfolio of sales-type leases continuously in consideration of the requirements of the FASB Accounting Standards Codification

Terex Corporation   200 Nyala Farm Road   Westport, CT 06880 USA   TEL +1 203 222 7170   FAX +1 203 222 7976   www.terex.com

Kevin L. Vaughn

Securities and Exchange Commission

April 27, 2011

Page 5 of 6

requirements in paragraph 840-30-50-4.  The Company will provide the disclosures required by paragraph 840-30-50-4 of the FASB Accounting Standards Codification in future filings when sales-type leases become significant to the Company's business activities in terms of revenue, net income, or assets.

Note D. Discontinued Operations, page F-18

SEC REQUEST OR COMMENT NO. 6:

We note disclosures here related to the sale of your Mining business to Bucyrus and that you recognized a $606 million gain, net of tax, during the year ended December 31, 2010, related to this disposition.  We further note that Bucyrus has provided you with their calculation of the net asset value of the Mining business, which seeks a payment of approximately $149 million from you to Bucyrus.  Please explain to us how you considered the disputed amount of $149 million in your determination of the gain recognized in connection with the sale.

TEREX CORPORATION'S RESPONSE:

The Company took note of Bucyrus' calculation of the net asset value of the Mining business.  However, the Company believes that the Bucyrus calculation of the net asset value is incorrect and not in accordance with the terms of the definitive agreement.  The Company has objected to Bucyrus' calculation and has provided Bucyrus with its calculation of the net asset value, which does not require any payment from the Company to Bucyrus.  The Company has also initiated a court proceeding to enforce and protect its rights under the definitive agreement.   The Company believes its calculation of the net asset value, not requiring any payment from the Company to Bucyrus, is correct and does not currently believe it will be required to make a future payment to Bucyrus.  Therefore, the Company has not included the effects of the Bucyrus claim in the determination of the gain recognized in connection with the sale.  However, as disclosed in the Company's Form 10-K, while the Company believes Bucyrus' position is without merit and it is vigorously opposing it, no assurance can be given as to the final resolution of this dispute or that the Company will not ultimately be required to make a substantial payment to Bucyrus.

Note R. Litigations and Contingencies, page F-43

SEC REQUEST OR COMMENT NO. 7:

We note your disclosures here regarding various legal proceedings and contingencies.  You state that you believe that the outcome of such matters will not have a material adverse effect on your consolidated financial position.  Please revise future filings to explain the possible effect on your financial statements as a whole, including your consolidated statement of operations, rather than just on your consolidated financial position.  Refer to the guidance in 450-20-50 of the FASB Accounting Standards Codification.

TEREX CORPORATION'S RESPONSE:

In its applicable future filings, the Company will explain the possible effect on its financial statements as a whole, including its consolidated statement of operations.

Terex Corporation   200 Nyala Farm Road   Westport, CT 06880 USA   TEL +1 203 222 7170   FAX +1 203 222 7976   www.terex.com

Kevin L. Vaughn

Securities and Exchange Commission

April 27, 2011

Page 6 of 6

SEC REQUEST OR COMMENT NO. 8:

For any unrecognized contingencies whereby an accrual has not been made because the conditions in paragraph 450-20-25-2 of the FASB Accounting Standards Codification have not been met or an exposure to loss exists in excess of the amount accrued, please revise future filings to disclose an estimate of the possible loss or range of loss.  Refer to paragraph 450-20-

UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549

       DIVISION OF
CORPORATION FINANCE

 April 14, 2011
Via Facsimile and U.S. Mail

  Mr. Phillip C. Widman Chief Financial Officer Terex Corporation 200 Nyala Farm Road Westport, Connecticut 06880
 Re: Terex Corporation
Form 10-K for the Year Ended December 31, 2010 Filed February 18, 2011 File No.  001-10702

Dear Mr. Widman:
We have reviewed your filing and have the following comments.  In some of our
comments, we may ask you to provide us with  information so we may better understand your
disclosure.
 Please respond to this letter within te n 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 circum stances, please tell us w hy in your response.
 After reviewing the information you provide in response to these comments, we may
have additional comments.

Mr. Phillip C. Widman
Terex Corporation April 14, 2011 Page 2
 Form 10-K for the Year Ended December 31, 2010

 Item 7.  Management’s Discussion and Analys is of Financial Condition and Results of
Operations, page 32
 – Non-GAAP Measures

 1. We note that in the disclosure of the 2009 RO IC, you refer to ‘loss before income taxes
as adjusted,’ ‘loss from operations as ad justed,’ ‘provision for (benefit from) income
taxes as adjusted,’ ‘cash and cash equivalents as adjusted,’  and stockholders’ equity as
adjusted.’  However, we do not see where you have provided the reconciliations for such
non-GAAP measures for each of the quarterly pe riods in 2009.  Please revise your future
filings to include the reconc iliation of all of the quarte rly non-GAAP measures to the
most directly comparable financial measure or  measures calculated and presented in with
US GAAP for all
 periods presented.  Refer to the guidance in Item 10(e)(1)(i)(a)-(b) of
Regulation S-K.
 2. Further to the above, we note your disclosu res regarding non-GAAP measures used by
the company, including the discussion regard ing ‘net operating profit after tax’ as it
relates to your calcula tion of ROIC.  However, it appear s that you also present other non-
GAAP measures that are similarly used in th e calculation of ROIC, including ‘loss before
income taxes as adjusted,’ ‘loss from opera tions as adjusted,’ ‘provision for (benefit
from) income taxes as adjusted,’ ‘cash and cas h equivalents as adjust ed,’ ‘adjusted debt,’
and ‘stockholders’ equity as adjusted.’  Pl ease revise future filings to more clearly
provide the narrative disclosures required by Item 10(e) of Regulation S-K for each of
these non-GAAP measures.  In this regard, it  appears from the current disclosures that
these measures are only used for purposes of  calculating ROIC.  Please revise future
filings to discuss any additional ways ma nagement utilizes the non-GAAP measures.
 Liquidity and Capital Resources, page 51

 3. We note your disclosure on page F-17 that you do not provide for foreign income and
withholding, U.S. federal, or state income  taxes or tax benefits on the undistributed
earnings or losses of your foreign subsidiaries  because such earnings are reinvested and
will continue to be reinvested indefinitely.  To the extent such amounts could be considered material to an understanding of your liquidity and capit al resources, please
revise your future filings to  disclose the amounts of the cash and investment amounts
held by your foreign subsidiaries that would not  be available for use in the United States.
Please further provide a discus sion of any known trends, demands or uncertainties as a
result of this policy that are reasonably likely to have a mate rial effect on the business as
a whole or that may be relevant to your fina ncial flexibility.  Refe r to Item 303(a)(1) of
Regulation S-K, SEC Release 33-8350, and Fi nancial Reporting C odification Section
501.03.a.

Mr. Phillip C. Widman
Terex Corporation April 14, 2011 Page 3
 Index to Consolidated Financial Statements and Financial Statement Schedule, page F-1

 Notes to Consolidated Financial Statements, page F-7

 General

 4. We note your disclosure on page 7 that you assi st customers in their rental, leasing and
acquisition of your products th rough Terex Financial Servic es.  With a view toward
enhanced disclosure in future filings, please de scribe to us in greater  detail the activities
carried out by Terex Financial Services.  Tell us whether you provide for financing on the
sale of any of your products beyond the sales- type leases disclosed and, if so, discuss
your accounting for such financing receivables.
 5. Further to the above, we note from your disclosure on page F-10 regarding sales-type
leases.  Please clarify if these sales-type  leases are arranged through Terex Financial
Services.  In addition, revise future fili ngs to provide the disclosures required by
paragraph 840-30-50-4 of the FASB A ccounting Standards Codification.
 Note D.  Discontinued Operations, page F-18

 6. We note your disclosures here related to the sale of your Mining business to Bucyrus and
that you recognized a $606 million gain, net of  tax, during the year ended December 31,
2010, related to this disposition.  We further note that Bucyrus has provided you with their calculation of the net asset value of th e Mining business, which seeks a payment of
approximately $149 million from you to Bucyrus.  Please explain to us how you considered the disputed amount of $149 m illion in your determination of the gain
recognized in connection with the sale.
 Note R.  Litigation and Contingencies, page F-43

 7. We note your disclosures here regarding vari ous legal proceedings and contingencies.
You state that you believe that the outcome of such matters will not have a material
adverse effect on your consolidated financial position.  Please revise future filings to
explain the possible effect on your financial statements as a whole, including your
consolidated statement of operations, rather  than just on your consolidated financial
position.  Refer to the guidance in 450- 20-50 of the FASB Accounting Standards
Codification.
 8. For any unrecognized contingencies whereby an  accrual has not been made because the
conditions in paragraph 450-20-25-2 of the FASB Accounting Standards Codification
have not been met or an exposure to loss ex ists in excess of the amount accrued, please
revise future filings to disclose an estimate of  the possible loss or range of loss.  Refer to
paragraph 450-20-50-4 of the FASB A ccounting Standards Codification.

Mr. Phillip C. Widman
Terex Corporation April 14, 2011 Page 4
 We urge all persons who are responsible for th e accuracy and adequacy of the disclosure
in the filing to be certain that the filing include s the information the Securities Exchange Act of
1934 and all applicable Exchange Act rules requir e.  Since the company and its management are
in possession of all facts relating to a company’s disclosure, they are responsible for the accuracy
and adequacy of the disclosures they have made.
 In responding to our comments, please provi de a written statement from the company
acknowledging that:
 the company is responsible for the adequacy an d accuracy of the disclo sure 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 federa l securities laws of  the United States.

You may contact Tara Harkins,  Staff Accountant, at (202) 551-3639 or me at (202) 551-3643
if you have questions regarding thes e comments.  In this regard, do not hesitate to contact Martin
James, Senior Assistant Chief Accountant, at (202) 551-3671.

       S i n c e r e l y ,

        Kevin L. Vaughn
        A c c o u n t i n g  B r a n c h  C h i e f

UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549

       DIVISION OF
CORPORATION FINANCE

August 20, 2010

Mr. Phillip C. Widman
Chief Financial Officer Terex Corporation 200 Nyala Farm Road Westport, Connecticut 06880
 Re: Terex Corporation
Form 10-K for the Year Ended December 31, 2009
File No.  001-10702

Dear Mr. Widman:

We have completed our review of your fili ngs and do not have any further comments at
this time.
Sincerely,
                               Kevin L. Vaughn        A c c o u n t i n g  B r a n c h  C h i e f

CORRESP
1
filename1.htm

    corresp08102010.htm

Eric I Cohen

Senior Vice President, Secretary

and General Counsel

Telephone:             (203) 222-5950

E-mail:      eric.cohen@terex.com

August 10, 2010

Kevin L. Vaughn

Securities and Exchange Commission

Accounting Branch Chief

Division of Corporation Finance

100 F Street, NE

Washington, DC 20549

Re:

Terex Corporation (“Terex” or the “Company”) Form 10-K for the Year Ended December 31, 2009 Filed February 24, 2010; Form 10-Q for the Quarter Ended March 31, 2010 File No. 001-10702

Dear Mr. Vaughn:

I have received a copy of your letter dated July 27, 2010 conveying the comments of the staff of the Securities and Exchange Commission (the “Commission”) on the above-referenced filings.  Your requests and comments are reproduced below in italics and immediately followed by our responses.

Form 10-K for the Year Ended December 31, 2009

Forward-Looking Information, page 3

SEC REQUEST OR COMMENT NO. 1:

Given that you cannot rely on the safe harbor provisions regarding forward-looking statements provided under the Securities Act and the Securities Exchange Act for a period of three years pursuant to your settlement agreement with the SEC, please revise your applicable future filings to eliminate your reference in this section to the statutory safe harbors sections adopted as a part of each such Act.  This comment would also apply to your quarterly and other periodic reports and statements made at the beginning of your earnings calls.

TEREX CORPORATION’S RESPONSE:

In its applicable future filings and in statements made at the beginning of its earnings calls, the Company will eliminate any references to the statutory safe harbor sections, adopted as part of the Securities Act of 1933 and Securities Exchange Act of 1934, regarding forward-looking statements.

Terex Corporation   200 Nyala Farm Road   Westport, CT 06880 USA   TEL +1 203 222 7170   FAX +1 203 222 7976   www.terex.com

Kevin L. Vaughn

Securities and Exchange Commission

August 10, 2010

Page of 2 of 6

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

Results of Operations, page 37

SEC REQUEST OR COMMENT NO. 2:

We note here and throughout the filing that you present non-GAAP measures including but not limited to the decline in your sales, gross profit, and selling, general and administrative costs excluding the translation effect of your foreign currency exchange rate changes.  We note similar disclosures within your March 31, 2010 Form 10-Q.  Please revise your future filings to label these as non-GAAP measures and to include the disclosures required by Item 10(e)(1)(i)(c)-(d) of Regulation S-K.

TEREX CORPORATION’S RESPONSE:

In its applicable future filings, the Company will label these as non-GAAP measures and will include the disclosures required by Item 10(e)(1)(i)(C)-(D) of Regulation S-K.  In this regard, the Company intends to include in its applicable future filings disclosure similar to the following:

Non-GAAP Measures

In this document, we refer to various GAAP (U.S. generally accepted accounting principles) and non-GAAP financial measures.  These non-GAAP measures may not be comparable to similarly titled measures disclosed by other companies.  We present non-GAAP financial measures in reporting our financial results to provide investors with additional analytical tools which we believe are useful in evaluating our operating results and the ongoing performance of our underlying businesses.  We do not, nor do we suggest that investors should, consider such non-GAAP financial measures in isolation from, or as a substitute for, financial information prepared in accordance with GAAP.

Non-GAAP measures we use include the translation effect of foreign currency exchange rate changes on net sales, gross profit, Selling, General & Administrative (“SG&A”) costs and operating profit, as well as the net sales, gross profit, SG&A costs and operating profit excluding the impact of acquisitions.

As changes in foreign currency exchange rates have a non-operating impact on our financial results, we believe excluding the effect of these changes assists in the assessment of our business results between periods.  We calculate the translation effect of foreign currency exchange rate changes by translating the current period results at the rates that the comparable prior periods were translated to isolate the foreign exchange component of the fluctuation from the operational component.  Similarly, the impact of changes in our results due to acquisitions that were not included in comparable prior periods is subtracted from the absolute change in results to allow for better comparability of results between periods.

Terex Corporation   200 Nyala Farm Road   Westport, CT 06880 USA   TEL +1 203 222 7170   FAX +1 203 222 7976   www.terex.com

2

Kevin L. Vaughn

Securities and Exchange Commission

August 10, 2010

Page 3 of 6

Critical Accounting Policies, page 45

Inventories, page 46

SEC REQUEST OR COMMENT NO. 3:

We note from page F-54 that you recorded $62 million of inventory write-downs during fiscal 2009.  We further note your disclosure on page 38 and throughout the filing that the demand for your products decreased due to the uncertainty about the global economy that caused your customers to defer purchasing your equipment.  Please explain to us in more detail how you determined the amount of inventory to write-off, including the significant estimates and assumptions.

TEREX CORPORATION’S RESPONSE:

The Company values its inventories at the lower of cost or market (“LCM”) value.  Cost is determined principally by the first-in, first-out (“FIFO”) method and the average cost method (approximately 48% and 52%, respectively at December 31, 2009).  In valuing inventory, the Company is required to make assumptions regarding the level of reserves required to value potentially obsolete or over-valued items at the lower of cost or market.  These assumptions require the Company to analyze the aging of and forecasted demand for its inventory, forecast future products sales prices, pricing trends and margins, and to make judgments and estimates regarding obsolete or excess inventory.  Future product sales prices, pricing trends and margins are based on the best available information at that time including actual orders received, negotiations with the Company’s customers for future orders, including their plans for expenditures, and market trends for similar products.  The Company’s judgments and estimates for excess or obsolete inventory are based on analysis of actual and forecasted usage.  The valuation of used equipment taken in trade from customers requires the Company to use the best information available to determine the value of the equipment to potential customers.  This value is subject to change based on numerous conditions. Inventory reserves are established taking into account age, frequency of use, or sale, and in the case of repair parts, the installed base of machines.  While calculations are made involving these factors, significant management judgment regarding expectations for future events is involved.  Future events that could significantly influence our judgment and related estimates include general economic conditions in markets where the Company’s products are sold, new equipment price fluctuations, actions of the Company’s competitors, including the introduction of new products and technological advances, as well as new products and design changes the Company introduces.  The Company makes adjustments to its inventory reserve based on the identification of specific situations and increases its inventory reserves accordingly.  As further changes in future economic or industry conditions occur, the Company revises the estimates that were used to calculate its inventory reserves.  In fiscal 2009, the Company recorded $62 million of inventory write-downs throughout its businesses based on the factors noted above.

If actual conditions are less favorable than those the Company has projected, the Company increases its reserves for LCM, excess and obsolete inventory accordingly.  Any increase in the Company’s reserves will adversely impact its results of operations.  The establishment of a reserve for LCM, excess and obsolete inventory establishes a new cost basis in the inventory.  Such reserves are not reduced until the product is sold or disposed.

Terex Corporation   200 Nyala Farm Road   Westport, CT 06880 USA   TEL +1 203 222 7170   FAX +1 203 222 7976   www.terex.com

3

Kevin L. Vaughn

Securities and Exchange Commission

August 10, 2010

Page 4 of 6

Although there was deterioration in economic conditions throughout fiscal 2009, the Company adjusted its production, which helped to mitigate inventory write-downs.

Item 10.  Directors, Executive Officers and Corporate Governance, page 64

SEC REQUEST OR COMMENT NO. 4:

We note the disclosure regarding the qualifications of your directors to serve on your board on pages 4 through 7 of the section “Proposal 1: Election of Directors” of your proxy statement which has been incorporated by reference into your Form 10-K.  It appears that you included only general disclosure in response to Item 401(e) of Regulation S-K.  In future filings, please be more specific in describing the specific experience, qualifications, attributes or skills that led the Board to conclude that each director should serve on your board.

TEREX CORPORATION’S RESPONSE:

While the Company believes its disclosure regarding the qualifications of its directors complies in all material respects with the disclosure requirements of Item 401(e) of Regulation S-K, it will review its disclosure regarding the qualifications of its directors in its future filings and consider adding more specific information in describing the experience, qualifications, attributes or skills that led the board of directors to conclude that each director should serve on the Company’s board.

Item 11.  Executive Compensation, page 64

SEC REQUEST OR COMMENT NO. 5:

We note your disclosure on page 13 of the definitive proxy statement incorporated by reference into your Form 10-K in response to Item 402(s) of Regulation S-K.  Please describe the process you undertook to reach the conclusion that disclosure is not necessary.

TEREX CORPORATION’S RESPONSE:

In early 2010, the Company conducted a comprehensive review of the compensation policies and practices for its employees, including reviewing a description and purpose of the Company’s various local incentive programs, the number of participants in each of the local programs, the amount budgeted for payout in each of the programs and the amount actually paid pursuant to the programs.  Prior to the filing of the Company’s definitive proxy statement, the Company discussed the results of its review with the Compensation Committee and the Compensation Committee’s independent, outside consultant.  Several features in the Company’s compensation programs and policies mitigate or reduce the likelihood of excessive risk-taking by employees and led to the conclusion that the Company’s compensation programs do not encourage excessive or unnecessary risk-taking that is reasonably likely to have a material adverse effect on the Company.  These features include the following: (i) the core principles of the Company’s compensation program are designed to align incentive goals with stockholder interests; (ii) pay typically consists of a mix of fixed and variable compensation, with the variable compensation designed to reward both short- and long-term business performance; (iii) a significant portion of the Company’s executive officers’ total direct compensation is in the form of equity awards that usually vest

Terex Corporation   200 Nyala Farm Road   Westport, CT 06880 USA   TEL +1 203 222 7170   FAX +1 203 222 7976   www.terex.com

4

Kevin L. Vaughn

Securities and Exchange Commission

August 10, 2010

Page 5 of  6

over multiple years; and (iv) the Compensation Committee has the ability to use, and has used, negative discretion to reduce payouts under the Company’s Management Incentive Bonus program.  As a result of this review process and the ensuing discussion with management, the Compensation Committee agreed that the Company’s compensation programs do not encourage excessive or unnecessary risk-taking that is reasonably likely to have a material adverse effect on the Company.

Item 13.  Certain Relationships and Related Transactions, and Director Independence, page 64

SEC REQUEST OR COMMENT NO. 6:

We note your disclosure on page 54 of the definitive proxy statement incorporated by reference into your Form 10-K that Mrs. Ellis received an equity grant and compensation in 2009 in excess of $120,000.  In future filings, please disclose the dollar value of the amounts involved in such transactions.

TEREX CORPORATION’S RESPONSE:

In its applicable future filings, the Company will disclose the dollar value of the amounts involved in such transactions.

Form 10-Q for the Quarter Ended March 31, 2010

Note D.  Discontinued Operations, page 11

SEC REQUEST OR COMMENT NO. 7:

We note that you sold your mining business to Bucyrus and that you received $1.3 billion of consideration, which was comprised of $1 billion in cash and 5.8 million shares of Bucyrus common stock.  Considering your equity interest in Bucyrus, please explain to us how you met the criteria outlined in Topic 205-20-45-1(b) of the FASB Accounting Standards Codification to present the mining business as a discontinued operation.

TEREX CORPORATION’S RESPONSE:

The Company considered the guidance within the FASB Accounting Standards Codification (“ASC”) in its determination of the mining business as a discontinued operation.  ASC topic 205-20-45-1(b) states “the entity will not have any significant continuing involvement in the operations of the component after the disposal transaction.”

The Company does not believe that its ownership of the shares of Bucyrus International, Inc. (“Bucyrus”) common stock provides it with any influence over the management or operations of Bucyrus.  While, the Company’s ownership of 5.8 million shares of Bucyrus common stock represents approximately 7% of the outstanding shares of Bucyrus, the Company is required to either vote its shares in accordance with the recommendation of the Bucyrus board of directors or in the same proportion as the votes cast by all other Bucyrus stockholders.  The Company accounts for the shares in Bucyrus as an available for sale equity security under ASC 320, Investments - Debt and Equity Securities and files with the Commission the required disclosures concerning its ownership of Bucyrus.  Bucyrus is an independent public company

Terex Corporation   200 Nyala Farm Road   Westport, CT 06880 USA   TEL +1 203 222 7170   FAX +1 203 222 7976   www.terex.com

5

Kevin L. Vaughn

Securities and Exchange Commission

August 10, 2010

Page 6 of 6

whose shares are traded on NASDAQ under the symbol “BUCY”.  There are no common officers or directors between Bucyrus and the Company.  The common stock of Bucyrus received in this transaction is subject to certain restrictions including the Company’s inability to directly or indirectly sell or otherwise transfer its economic interest in the shares of Bucyrus common stock for a period of one year.  The Company also entered into a transition services agreement with Bucyrus to provide certain general and administrative functions and the use of certain business related assets for a period of time after the sale in exchange for a fee.  The transition services agreement provides functional support to Bucyrus but does not provide for any influence over their operations.  Other than the functional support provided in accordance with the transition services agreement, the Company has no involvement with the operations of Bucyru

UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549

       DIVISION OF
CORPORATION FINANCE

 July 27, 2010
Via Facsimile and U.S. Mail

  Mr. Phillip C. Widman Chief Financial Officer Terex Corporation 200 Nyala Farm Road Westport, Connecticut 06880
 Re: Terex Corporation
Form 10-K for the Year Ended December 31, 2009
Filed February 24, 2010 Form 10-Q for the Quarter Ended March 31, 2010 File No.  001-10702
 Dear Mr. Widman:
We have reviewed your filing and have the following comments.  In some of our
comments, we may ask you to provide us with  information so we may better understand your
disclosure.
 Please respond to this letter within te n 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 circum stances, please tell us w hy in your response.
 After reviewing the information you provide in response to these comments, we may
have additional comments.    Form 10-K for the Year Ended December 31, 2009

Forward-Looking Information, page 3

1. Given that you cannot rely on the safe ha rbor provisions rega rding forward-looking
statements provided under the Securities Ac t and the Securities Exchange Act for a
period of three years pursuant to your settlement agreement with the SEC, please revise
your applicable future filings to eliminate your  reference in this s ection to the statutory
safe harbors sections adopted as a part of each  such Act.  This comment would also apply

Mr. Phillip C. Widman
Terex Corporation
July 27, 2010 Page 2
to your quarterly and other periodic reports and statements made at the beginning of your earnings calls.

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

-Results of Operations, page 37

2. We note here and throughout the filing th at you present non-GAAP measures including
but not limited to the decline in your sale s, gross profit, and selling, general and
administrative costs excluding the translation effect of your foreign currency exchange
rate changes.  We note similar disclosu res within your March 31, 2010 Form 10-Q.
Please revise your future filings to label th ese as non-GAAP measures and to include the
disclosures required by Item 10(e)(1 )(i)(c)-(d) of Regulation S-K.

-Critical Accounting Policies, page 45

-Inventories, page 46
 3. We note from page F-54 that you recorded $62 million of inventory write-downs during
fiscal 2009.  We further note your disclosure on page 38 and throughout the filing that the
demand for your products decreased due to the uncertainty about the global economy that
caused your customers to defer purchasing your e quipment.  Please explain to us in more
detail how you determined the amount of invent ory to write-off, including the significant
estimates and assumptions.
 Item 10. Directors, Executive Officer s and Corporate Governance, page 64

 4. We note the disclosure regard ing the qualifications of your directors to serve on your
board on pages 4 through 7 of the section “Pr oposal 1:  Election of Directors” of your
proxy statement which has been incorporated by reference into your Form 10-K.  It
appears that you included only general disclosure in re sponse to Item 401(e) of
Regulation S-K.  In future filings, please be more specific in describing the specific
experience, qualifications, attrib utes or skills that led the Board to conclude that each
director should serve on your board.

Item 11.  Executive Compensation, page 64

5. We note your disclosure on page 13 of the definitive proxy statement incorporated by
reference into your Form 10-K in response to  Item 402(s) of Regulation S-K.  Please
describe the process you undertook to reach the conclusion that disclosure is not
necessary.

Mr. Phillip C. Widman
Terex Corporation
July 27, 2010 Page 3  Item 13.  Certain Relationships and Related Tran sactions, and Director Independence, page 64

 6. We note your disclosure on page 54 of the definitive proxy statement incorporated by
reference into your Form 10-K that Mrs. Ellis received an equity grant and compensation
in 2009 in excess of $120,000.  In future filings, please disclose the dollar value of the
amounts involved in such transactions.
 Form 10-Q for the Quarter Ended March 31, 2010

 Note D.  Discontinued Operations, page 11

 7. We note that you sold your mining business to  Bucyrus and that you received $1.3 billion
of consideration, which was comprised of $1 billion in cash and 5.8 million shares of
Bucyrus common stock.  Considering your equity  interest in Bucyrus, please explain to
us how you met the criteria outlined in T opic 205-20-45-1(b) of the FASB Accounting
Standards Codification to present the mini ng business as a discontinued operation.

We urge all persons who are responsible for th e accuracy and adequacy of the disclosure
in the filing to be certain that the filing include s the information the Securities Exchange Act of
1934 and all applicable Exchange Act rules requir e.  Since the company and its management are
in possession of all facts relating to a company’s disclosure, they are responsible for the accuracy
and adequacy of the disclosures they have made.
 In responding to our comments, please provi de a written statement from the company
acknowledging that:
• the company is responsible for the adequacy and accuracy of the disclo sure 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 federa l securities laws of  the United States.

Mr. Phillip C. Widman
Terex Corporation July 27, 2010 Page 4
 You may contact Tara Harkins, Staff A ccountant, at (202) 551-3639, Lynn Dicker,
Reviewing Accountant, at ( 202) 551-3616, or me at (202) 551-3643 if you have questions
regarding comments on the financial statements and related matters.  Please contact Allicia Lam,
Staff Attorney, at (202) 551-3316, or Tim Buchmiller, Reviewing Attorney, at (202) 551-3635 if
you have questions on any other comments.  In th is regard, do not hesitate to contact Martin
James, Senior Assistant Chief Accountant, at (202) 551-3671.

       S i n c e r e l y ,

                   Kevin L. Vaughn         A c c o u n t i n g  B r a n c h  C h i e f

August 5, 2009
Via U.S. Mail and Facsimile (203-222-7976)

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, 2008
  Filed February 27, 2009   File No. 1-10702   Response Letters Dated July 17, 2009 and August 4, 2009
Dear Mr. DeFeo:

We refer you to our comment letters dated June 25, 2009 and July 21, 2009
regarding business contacts with Cuba, Iran, Sudan, and Syria.  We  have completed our
review of this subject matter and ha ve no further comments at this time.

        S i n c e r e l y ,             C e c i l i a  B l y e ,  C h i e f          Office of Global Security Risk   cc:  Peggy Fisher   Assistant Director  Division of Corporation Finance

CORRESP
1
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                        Eric I Cohen

                        Senior Vice President, Secretary

                        and General Counsel

                        Telephone: (203) 222-5950

                        Facsimile: (203) 227-6237

                        E-mail: eric.cohen@terex.com

        August 4, 2009

        Ms. Cecilia Blye

        Chief, Office of Global Security Risk

        Division of Corporate Finance

        Securities and Exchange Commission

        100 F Street, NE

        Washington, DC 20549-3628

                        Re:

                        Terex Corporation Form 10-K for the Fiscal Year Ended December 31, 2008 Filed February 27, 2009, File No. 1-10702 (the “Form 10-K”); July 21, 2009 Request for Supplemental Information Pertaining to Terex’s Letter of July 17, 2009

        Dear Ms. Blye:

        This is in response to your July 21, 2009 request for supplemental information pertaining to Terex Corporation’s letter dated July 17, 2009. Your requests and comments are reproduced below in italics and immediately followed by our response.

        SEC REQUEST OR COMMENT NO. 1:

        We note your response to comment 2 of our letter dated June 25, 2009. You discuss qualitative materiality in terms of the legality of your activities in countries identified as state sponsors of terrorism. However, the investor sentiment referenced in our comment does not turn on the legality of contacts with those countries. Please expand your discussion to address materiality in light of the
        referenced investor sentiment notwithstanding the legality of your contacts with Iran, Sudan and Syria.

        Terex Corporation (“Terex” or the “Company”) is and has been sensitive to the concerns of investors regarding companies with operations involving Iran, Sudan or Syria. Terex foreign subsidiaries have only entered into a relatively small number of transactions with customers in those countries. In fact, sales by Terex foreign subsidiaries into those countries account for less than
        0.3% of Terex’s consolidated revenues.

        Cecilia Blye

        Securities and Exchange Commission

        August 4, 2009

        Page 2 of 2

        Over the past ten years, Terex management is aware of only two instances where the Company received a request from an investor for information concerning the Company’s operations relating to those countries. In each instance, Terex provided the investor with the information requested and received no follow-up inquiries. In addition, Terex has also provided information on the Company’s
        operations relating to Iran, Sudan and Syria to Institutional Shareholder Services (since merged with RiskMetrics Group) for inclusion in the Terex profile that it makes available to its primarily institutional investor customer base. No adverse recommendations from RiskMetrics or other inquiries from institutional investors have resulted from the publication of this information. As evidenced by the lack of previous investor inquiries received on this topic, and the responses to them,
        Terex has not experienced any adverse investor reaction about its foreign subsidiaries’ limited sales into Iran, Sudan or Syria.

        The Company is aware that certain states, municipalities, universities or other investors have proposed or adopted divestment or other initiatives regarding investment in companies that do business with customers in Iran, Sudan or Syria. Those that are investors in Terex, however, have neither threatened divestment nor approached the Company about severing its operations in those three countries.

        Based on the foregoing, Terex believes that the relatively insignificant level of sales by its foreign subsidiaries into Iran, Sudan or Syria has not generally been regarded by investors as qualitatively or quantitatively material to making an investment decision. However, Terex continues to monitor the sentiment of its investors with respect to such sales, and will take those sentiments into
        consideration in determining its ongoing business activities.

        * * *

        Thank you for the opportunity to respond to your comments. If we can be of any further assistance with respect to this matter, please do not hesitate to contact me.

        Very truly yours,

                        /s/ Eric I Cohen

                        cc:

                        Ronald M. DeFeo

July 21, 2009
Via U.S. Mail and Facsimile (203-222-7976)

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, 2008
  Filed February 27, 2009   File No. 1-10702   Response Letter Dated July 17, 2009
Dear Mr. DeFeo:

We have reviewed your response letter dated July 17, 2009, and we have the
following comment.  We welcome any questi ons you may have about our comment or
on any other aspect of our review.  Feel fr ee to call us at the telephone numbers listed
at the end of this letter.
 General

 1. We note your response to comment 2 of our letter dated June 25, 2009.  You discuss
qualitative materiality in terms of the legality  of your activities in countries identified
as state sponsors of terrorism.  However,  the investor sentiment referenced in our
comment does not turn on the legality of  contacts with those countries.  Please
expand your discussion to address materiality  in light of the referenced investor
sentiment notwithstanding the legality of your contacts with Iran, Sudan and Syria.

* * * * *

Please respond to this comment within 10 business days or tell us when you will
provide us with a response.  Pleas e submit your response letter on EDGAR.

Please understand that we may have addi tional comments after we review your
response to our comment.  Pl ease contact Pradip Bhaumik, Special Counsel, at (202) 551-
3333 if you have any questions about the commen t or our review.  You may also contact
me at (202) 551-3470.         S i n c e r e l y ,

Ronald M. DeFeo
Terex Corporation July 21, 2009 Page 2          C e c i l i a  B l y e ,  C h i e f          Office of Global Security Risk  cc:  Peggy Fisher   Assistant Director  Division of Corporation Finance

CORRESP
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        Eric I Cohen

        Senior Vice President, Secretary

        and General Counsel

                        Telephone:

                        (203) 222-5950

                        Facsimile:

                        (203) 227-6237

                        E-mail:

                        eric.cohen@terex.com

        July 17, 2009

        Ms. Cecilia Blye

        Chief, Office of Global Security Risk

        Division of Corporate Finance

        Securities and Exchange Commission

        100 F Street, NE

        Washington, DC 20549-3628

                        Re:

                        Terex Corporation Form 10-K for the Fiscal Year Ended December 31, 2008 Filed February 27, 2009, File No. 1-10702 (the “Form 10-K”)

        Dear Ms. Blye:

        This is in response to your June 25, 2009 request for supplemental information pertaining to Terex Corporation’s Form 10-K for the fiscal year ended December 31, 2008. Your requests and comments are reproduced below in italics and immediately followed by our responses.

        SEC REQUEST OR COMMENT NO. 1:

        We note from disclosure on page 10, page 26 and elsewhere in your Form 10-K that you currently operate in the Middle East, Africa and Latin America, regions generally understood to include Iran, Syria, Sudan and Cuba, and that you intend to increase your operations in those regions. We note also that it appears from your website that nationals of Cuba, Iran, Sudan and Syria can register as your
        suppliers, and that you sell products and provide service and support for your Terex Atlas brand in Iran. We are aware of a March 2006 news report that your joint venture, Inner Mongolia North Hauler Co. Ltd., sold products into Iran. We also are aware of a March 2007 news report that Terex Equipment Middle East LLC, the sales and marketing office for your Aerial Work Platforms segment, serves the market demand for your equipment in Iran and Syria, among other countries.

        Cuba, Iran, Sudan and Syria are identified by the State Department as state sponsors of terrorism, and are subject to U.S. economic sanctions and export controls. We note that your Form 10-K does not include disclosure regarding contacts with Cuba, Iran, Sudan, and Syria. Please describe to us the nature and extent of any past, current, and anticipated contacts with the referenced countries, whether
        through subsidiaries, joint ventures, resellers, or other

        Cecilia Blye

        Securities and Exchange Commission

        July 17, 2009

        Page 2 of 4

        direct or indirect arrangements. Your response should describe any products, components, equipment, technology, or services you have provided to those countries, directly or indirectly, and any agreements, commercial arrangements, or other contacts you have had with the governments of those countries or entities controlled by those governments.

        TEREX CORPORATION’S RESPONSE:

        Terex Corporation is a diversified global manufacturer of a broad range of equipment for use by those engaged in construction, infrastructure development, quarrying, surface mining, shipping, transportation, refining or the construction or operation of public utilities. From time to time, various Terex foreign subsidiaries sell foreign-manufactured equipment for use in such industries in Iran, Sudan or
        Syria where permitted under U.S. and local law. None of such sales has been made to Cuba. To the best of its knowledge, neither Terex Corporation nor any of its subsidiaries have or have had any agreements, commercial arrangements or other contacts with the governments or entities controlled by the governments of Iran, Sudan, Syria or Cuba. Terex anticipates no change in the nature or extent of these activities or contacts.

        Terex Corporation’s website allows anyone seeking to become a supplier to Terex to register as a potential supplier. Registration involves providing various kinds of identifying information, including the potential supplier’s home country via a drop down box that lists every country in the world. Registration, however, does not imply Terex approval of or commitment to use anyone so registered,
        and no one who so registers would be used as a supplier unless permitted by applicable law and Terex policy.

        We are aware of a March 2006 news report that a company named Inner Mongolia North Hauler Co. Ltd. (“North Hauler”) sold products to Iran. North Hauler, however, is a publicly held Chinese company in which Terex is only a minority investor. As such, Terex is not in a position to control where North Hauler does business. Terex has a license agreement with North Hauler that allows it to
        manufacture and sell certain products with the Terex name in certain territories, but none of those territories includes Iran.

        We are also aware of a March 2007 press release stating that Terex Equipment Middle East LLC (“TEME”) serves the Iranian and Syrian markets. The inclusion of Iran and Syria was an inadvertent error. As soon as the error was discovered, a revised press release was issued on April 4, 2007 announcing the opening of TEME without references to Iran and Syria as TEME did not, in fact, serve those
        markets. A copy of a revised press release issued in April of 2007 is attached as Exhibit A and may also be accessed at

        http://www.terex.com/main.php?obj=content&action=VIEW&id=dfc3ec461593f6187da7a44ba001c12a.

        Cecilia Blye

        Securities and Exchange Commission

        July 17, 2009

        Page 3 of 4

        SEC REQUEST OR COMMENT NO. 2:

        Please discuss the materiality of any contacts with Cuba, Iran, Sudan, and Syria described in response to the foregoing comment, and whether those contacts constitute a material investment risk for your security holders. You should address materiality in quantitative terms, including the approximate dollar amounts of any associated revenues, assets, and liabilities for the last three fiscal years and
        any subsequent 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 shareholder value. As you may be aware, various state and municipal governments, universities, and other investors have proposed or adopted divestment 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 toward companies that have business contacts associated with Cuba, Iran, Sudan, or Syria.

        TEREX CORPORATION’S RESPONSE:

        Terex foreign subsidiary sales into Iran, Sudan and Syria over each of the past three years are approximately as follows: Iran: $19.9 million in 2006, $11.8 million in 2007, and $11.1 million in 2008; Sudan: $2.5 million in 2006, $2.4 million in 2007, and $5,000 in 2008; Syria: $4.4 million in 2006, $33,000 in 2007, and $436,000 in 2008. Our records do not reflect any sales to Cuba. Sales to Iran, Sudan,
        Syria constituted approximately 0.20% of Terex’s total sales over the past three years. To the best of its knowledge, these sales were not with the governments or entities controlled by the governments of Iran, Sudan or Syria. Sales to such countries constituted approximately 0.27% of Terex’s total sales in the first quarter of 2009. Terex does not consider this level of activity to be quantitatively material. To the best of its knowledge, moreover, neither Terex Corporation
        nor any of its subsidiaries has any assets in or liabilities to anyone in such countries.

        Terex also does not believe that its foreign subsidiaries’ relatively insignificant level of sales into Iran, Sudan or Syria should be regarded as qualitatively material to a reasonable investor in making an investment decision because all such business, to the best of Terex’s knowledge, is conducted in complete compliance with applicable law. We are not aware of any government agency charged
        with enforcing the law pertaining to dealings with those countries suggesting otherwise.

        U.S. law permits foreign subsidiaries of U.S. companies to conduct business with Iran, Sudan and Syria so long as applicable rules are followed. Terex has an export control and economic sanctions compliance program which includes appropriate training designed to ensure that all activity relating to those countries is conducted in conformity with applicable law. Included are policies and procedures to
        ensure that no U.S. personnel are involved in such activity

        Cecilia Blye

        Securities and Exchange Commission

        July 17, 2009

        Page 4 of 4

        where such involvement is impermissible and that customers are screened against U.S. government lists of impermissible customers to ensure that none of Terex’s customers are specially designated persons or otherwise impermissible customers.

        Terex believes that efforts to comply with applicable law in the conduct of its activities with the countries at issue should enhance rather than detract from Terex’s reputation and shareholder value. Terex also does not believe that divestment activities or initiatives at the state or local level or otherwise should affect a reasonable investor’s assessment of the reputation or share value of
        a company whose activities with respect to the countries at issue are conducted in accordance with U.S. law.

        ACKNOWLEDGEMENT:

        Terex acknowledges that: (a) it is responsible for the adequacy and accuracy of the disclosure in its filings; (b) staff comments or changes to disclosure in response to staff comments do not foreclose the Commission from taking any action with respect to Terex’s filings; and (c) Terex may not assert staff comments as a defense in any proceeding initiated by the Commission or any person under the
        federal securities laws of the United States.

        * * *

        Thank you for the opportunity to respond to your comments. If we can be of any further assistance with respect to this matter, please do not hesitate to contact me.

        Very truly yours,

                        /s/ Eric I Cohen

                        cc:

                        Ronald M. DeFeo

        Exhibit A

        Terex Equipment Middle East LLC Opens For Business

        REDMOND, WASH. (April 4, 2007) – Terex Equipment Middle East LLC, a new sales and marketing office for Terex Corporation, recently opened in Dubai, United Arab Emirates (U.A.E.). Strategically located to better serve customers in the greater Middle East region, the office will initially sell Genie® self-propelled articulating and telescopic booms, self-propelled scissor
        lifts, trailer-mounted Z-booms, aerial work platforms, material lifts and telehandlers, as well as Terex® light towers.

        “The Middle East region has shown amazing growth in the construction sector, and we predict that it will continue to do so over the next several years,” said Brad Abrahams, regional manager for Terex Equipment Middle East LLC. “Through our new office in Dubai, we intend to increase the Terex brand presence in the region. As well, we will provide localized support to our customers and
        reinforce the strong working relationships with local companies that we’ve built over the years.”

        “Our office is ideally located to handle customer needs throughout the entire territory,” Abrahams continued. “Currently, we handle sales and marketing in the region, and we will review the position to allow for future operations expansions.”

        To contact the Terex Equipment Middle East office:

        Terex Equipment Middle East LLC

        P.O. Box 282325

        Dubai, U.A.E.

        Tel: +971 4 339 1800

        Fax: +971 4 339 1802

        Email: infome@genieind.com

        About Terex

        Terex Corporation is a diversified global manufacturer with 2006 net sales of approximately $7.6 billion. Terex operates in five business segments: Terex Aerial Work Platforms, Terex Construction, Terex Materials Processing & Mining, and Terex Roadbuilding, Utility Products and Other. Terex manufactures a broad range of equipment for use in various industries, including the construction, infrastructure,
        quarrying, mining, shipping, transportation, refining, and utility industries. Terex offers a complete line of financial products and services to assist in the acquisition of Terex equipment through Terex Financial Services. More information on Terex can be found at www.terex.com.

        Safe Harbor Statement

        This press release may contain forward-looking information based on Terex’s current expectations. Because forward-looking statements involve risks and uncertainties, actual results could differ materially. Terex expressly disclaims any obligation or undertaking to release publicly any updates or revisions to any forward-looking statement included in this release to reflect any changes in Terex’s
        expectations with regard thereto or any changes in events, conditions, or circumstances on which any such statement is based.

June 25, 2009
Via U.S. Mail and Facsimile (203-222-7976)

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, 2008
  Filed February 27, 2009   File No. 1-10702
Dear Mr. DeFeo:

We have limited our review of your filing to disclosure relating 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 supplemental information, so that we may better understand your disclosure.  Please be as detail ed as necessary in your response.  After
reviewing this information, we may raise additional comments.

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 on any other aspect of
our review.  Feel free to call us at the tele phone numbers listed at th e end of th is letter.

General

1. We note from disclosure on page 10, pa ge 26 and elsewhere in your Form 10-K
that you currently operate in the Middle East, Africa, and Latin America, regions
generally understood to include Iran, Syria, Sudan and Cuba, and that you intend
to increase your operations in those regi ons.  We note also that it appears from
your website that nationals of Cuba, Ira n, Sudan, and Syria can  register as your
suppliers, and that you sell products and provide serv ice and support for your
Terex Atlas brand in Iran.  We are aw are of a March 2006 news report that your
joint venture, Inner Mongolia North Hauler  Co. Ltd., sold products into Iran.  We
also are aware of a March 2007 news re port that Terex Equipment Middle East
LLC, the sales and marketing office for your Aerial Work Platforms segment, serves the market demand for your equipment in Iran and Syria, among other countries.

Ronald M. DeFeo
Terex Corporation
June 25, 2009 Page 2
 Cuba, Iran, Sudan, and Syria are identifie d by the State Department as state
sponsors of terrorism, and are subject to  U.S. economic sanctions and export
controls.  We note that your Form 10-K  does not include disclosure regarding
contacts with Cuba, Iran, Sudan, and Syria.   Please describe to us the nature and
extent of any past, current, and anticipate d contacts with the referenced countries,
whether through subsidiaries, jo int ventures, resell ers, or other dire ct or indirect
arrangements.  Your response should describe any products, components,
equipment, technology, or services you have provided to those countries, directly or indirectly, and any agreements, comme rcial arrangements, or other contacts
you have had with the governments of t hose countries or en tities controlled by
those governments.
2. Please discuss the materiality of any cont acts with Cuba, Iran, Sudan, and Syria
described in response to the foregoing  comment, and whether those contacts
constitute a material investment risk for your security holders.  You should
address materiality in quantitative terms, including the approximate dollar
amounts of any associated reve nues, assets, and liabilities for the last three fiscal
years and any subsequent period.  Also, addr ess materiality in terms of qualitative
factors that a reasonable i nvestor 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 may be aware, various state and municipal
governments, universities, and other investors have proposed or adopted
divestment or similar initiatives rega rding investment in companies that do
business with U.S.-designated state spons ors of terrorism.  Your materiality
analysis should address the potential imp act of the investor sentiment evidenced
by such actions directed toward companies that have business contacts associated
with Cuba, Iran, Sudan, or Syria.

* * * * *

Please respond to these comments within  10 business days or tell us when you
will provide us with a re sponse.  Please submit your response letter on EDGAR.
 We urge all persons who are responsible for the accuracy and adequacy of the
disclosure in the filing to be certain that th e filings include all in formation required under
the Exchange Act of 1934 and that they have provided all information investors require
for an informed investment decision.  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 connection with responding to our comments, please provide, in writing, a
statement from the company acknowledging that:

Ronald M. DeFeo
Terex Corporation June 25, 2009 Page 3
• the company is responsible for the adequacy  and accuracy of the disclosure in the
filings;

• staff comments or changes to disclosure  in response to staff comments do not
foreclose the Commission from taking any action with respect to the filings; and

• the company may not assert staff comme nts as a defense in any proceeding
initiated by the Commission or any person under the federal secu rities 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 Divi sion of Corporation Fi nance in our review
of your filings or in response to our comments on your filings.

Please understand that we may have addi tional comments after we review your
response to our comments.  Pl ease contact Pradip Bhaumik, Special Counsel, at (202)
551-3333 if you have any questions about the comments or our review.  You may also contact me at (202) 551-3470.          S i n c e r e l y ,             C e c i l i a  B l y e ,  C h i e f          Office of Global Security Risk  cc:  Peggy Fisher   Assistant Director  Division of Corporation Finance

UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549

Mail Stop 6010

January 15, 2008

Via Facsimile and U.S. Mail

Mr. Phillip C. Widman Chief Financial Officer Terex Corporation
200 Nyala Farm Road
Westport, CT  06880
 Re: Terex Corporation
  Form 10-K for the year ended December 31, 2006
Filed February 28, 2007
File No. 1-10702
Dear Mr. Widman:   We have completed our review of your Form 10-K and related filings and have no
further comments at this time.           S i n c e r e l y ,                  M a r t i n  F .  J a m e s        Senior Assistant Chief Accountant

January 2, 2008
 Mail Stop 6010

By U.S. Mail and facsim ile to (203) 227-1647

Eric I Cohen Senior Vice President, Secretary   and General Counsel Terex Corporation
200 Nyala Farm Road Westport, CT 06880
Re:  Terex Corporation  Definitive 14A  Filed April 4, 2007
File No. 001-10702
 Dear Mr. Cohen:
We have completed our review of your executive compensation and related
disclosure, and we have no further comments at this time.
  Please note that the company is responsib le for the adequacy and accuracy of the
disclosure in its filing.  We  are not approving any proposed  disclosure you may have
included in your response letters  or any disclosure you includ e in your future filings in
response to our comments.

If you have any further questions regardi ng our review of your filing, please call
me at (202) 551-3444.

Sincerely,

Perry J. Hindin Special Counsel

December 5, 2007

Mail Stop 6010

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

Eric I Cohen
Senior Vice President, Secretary
  and General Counsel
Terex Corporation
200 Nyala Farm Road
Westport, CT 06880

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

Dear Mr. Cohen:

We have reviewed your response letter  dated September 20, 2007 and have the
following comments.  Please respond to our comments by December 19, 2007 or tell us
by that time when you will provide us with a response.  If the comments request revised
disclosure in future filings, please confir m in writing that you will comply with the
comments in your future filings and also ex plain to us how you intend to comply.  We
welcome any questions you may have about our comments or any other aspect of our review.

Executive Compensation Philosophy, page 18

1. We reissue our prior comment 1.  We disa gree with your conclusion noted in the
last paragraph of your response.  In future filings, please describe in greater detail the nature and scope of your compensa tion consultants’ assignments and the
material elements of the instructions or directions given to th em with respect to
the performance of their duties under the engagement.  See Item 407(e)(3)(iii) of
Regulation S-K.

Annual Bonus, page 21

2. We note your response to our prior comme nt 3.  Please provide a more detailed
discussion supporting your conclusion that disclosure of the 2006 and 2007

Eric I Cohen
Terex Corporation
December 5, 2007 Page 2
Business Development and Financial/Cap ital Structure targets for Mr. DeFeo
would result in competitive harm.  For example, describe in your response letter the specific plans and ideas that comprise  these targets and why disclosure would
make it more difficult for the company to achieve such targets and would provide an advantage to the company’s competitors.   Please provide as  detailed analysis
as possible, discussing in pa rticular, how disclosure of  targets for past periods
would cause competitive harm.

3. Please confirm that you will disclose in future filings the information in your response regarding the difficulty in achieving the target goals.  In addition, in future filings, please provide greater detail regarding how difficult it would be for the named executive officers to achieve the undisclosed targets and qualitative performance measures.    For example, consider discussing correlations between
historical bonus practice and the incentive parameters set for the relevant fiscal
period.

4. We note your response to our prior comme nt 5.  It does not appear you have
provided the information requested in the la st sentence of the comment.  The table
at the end of your response indicates that  each named executive officer received a
bonus greater than his target bonus.  In li ght of this, please disclose in future
filings the percentile of the benchm arked companies each named executive
officer’s actual paid bonus represents.  To the extent actual compensation was
outside a targeted percentile range, please disclose why.  For example, if a target
bonus of $500,000 for a particular named executive officer represents the 50th
percentile of benchmarked companies fo r officers holding similar positions and
such officer actually received a bonus of $900,000, disclose th e percentile of
benchmarked companies, using the same data set used in determining how targets compared to benchmarks, such actual bonus represents.

Summary Compensation Table, page 28

5. We note your response to prior comment 7.  Please confirm you will disclose in future filings the information provided in your response.

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

Sincerely,

Perry J. Hindin
Special Counsel

CORRESP
1
filename1.htm

        Eric I
        Cohen

        Senior
        Vice President, Secretary

        and
        General Counsel

               Telephone:  (203) 222-5950

        Facsimile:    (203)
        227-1647

        E-mail: ecohen@terex.com

        December
        18, 2007

        Perry J.
        Hindin

        Securities and Exchange Commission

        Division
        of Corporation Finance

        One
        Station Place

        100 F
        Street, NE

        Washington, DC 20540-6010

                        Re:

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

        (the “Definitive 14A”)

        Dear Mr.
        Hindin:

        I have received a copy of your letter dated December 5, 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
        (“Terex” or the “Company”) with respect to each of such
        items.

        Definitive 14A Filed April 4, 2007

        Executive Compensation Philosophy, page 18

        Comment:

        1.
        We reissue our prior comment 1. We disagree with your conclusion noted in
        the last paragraph of your response. In future filings, please describe in greater detail
        the nature and scope of your compensation consultants’ assignments and the material
        elements of the instructions or directions given to them with respect to the performance of
        their duties under the engagement. See Item 407(e)(3)(iii) of Regulation
        S-K.

        Response:

        In its
        applicable future filings, the Company will describe in greater detail the nature and scope
        of its compensation consultants’ assignments and the material elements of the
        instructions or directions given to them with respect to the performance of their duties
        under the engagement.

        Perry J.
        Hindin

        Securities
        and Exchange Commission

        December
        18, 2007

        Page 2 of
        4

        Annual Bonus, page 21

        Comment:

        2.
        We note your response to our prior comment 3. Please provide a more
        detailed discussion supporting your conclusion that disclosure of the 2006 and 2007
        Business Development and Financial/Capital Structure targets for Mr. DeFeo would result in
        competitive harm. For example, describe in your response letter the specific plans and
        ideas that comprise these targets and why disclosure would make it more difficult for the
        company to achieve such targets and would provide an advantage to the company’s
        competitors. Please provide as detailed analysis as possible, discussing in particular, how
        disclosure of targets for past periods would cause competitive harm.

        Response:

        The
        Company is hereby amending its response to your prior comment 3 by revising the table set
        forth below to include a discussion of the 2006 and 2007 Business Development and
        Financial/Capital Structure targets for Mr. DeFeo. The Company will include comparable
        information in the future unless a determination is made that such disclosure would result
        in competitive harm to the Company. To the extent that the Company believes that
        disclosures of such targets and performance measures is not required because it would
        result in competitive harm, the Company will provide in its applicable future filings
        information regarding the difficulty in achieving the target goals and why such disclosures
        would provide an advantage to the Company’s competitors.

        The
        following table provides a listing of the qualitative performance measures considered by
        the Committee in awarding the CEO’s 2006 bonus:

                        Performance Measure

                        Weighting (%)

                        Excerpt of Goals

                        Talent Development, Diversity and Succession
                        Planning

                        30%

                        Hire/Promote senior executives as appropriate. Develop
                        written Diversity Strategy. Development of high potential team
                        members.

                        Financial Controls, Ethics and Information
                        Technology

                        20%

                        Strengthen financial controls. Implement online ethics
                        training and new information technology system. Enhance financial and tax
                        staff.

                        Corporate Operational Initiatives

                        15%

                        Implement supply chain purchasing savings initiatives.
                        Train/develop people to enhance the Company’s operating
                        capabilities.

                        Marketing and Branding

                        10%

                        Build marketing capabilities, including enhancing marketing
                        staff, receiving better market share data and developing brand
                        research.

                        Development of New Markets

                        10%

                        Focus on developing and expanding further into China
                        markets. Complete sales process for certain businesses of the
                        Company.

                        Making Terex a Better Place to Work

                        5%

                        Continue to improve team member communication and
                        satisfaction.

        Perry J.
        Hindin

        Securities
        and Exchange Commission

        December
        18, 2007

        Page 3 of
        4

                        Terex Business System

                        5%

                        Enhanced training and development for senior and operations
                        leaders. Continue development/implementation of measurement
                        system.

                        Capital Structure and Transformation

                        5%

                        Redeem high-cost, high yield debt and explore uses of the
                        Company’s cash.

        The
        following table provides a detailed listing of the qualitative performance measures that
        will be considered by the Committee in awarding the CEO’s 2007 bonus:

                        Performance Measure

                        Weighting (%)

                        Excerpt of Goals

                        Talent Development, Diversity and Succession
                        Planning

                        15%

                        Develop and diversify talent base. Implement new programs to
                        recruit and retain talent.

                        Financial Controls, Ethics and Information
                        Technology

                        15%

                        Strengthen financial controls and continue to enhance
                        finance and tax staff. Develop future tax strategy plans.

                        Corporate Operational Initiatives

                        20%

                        Enhance supply chain purchasing savings initiatives.
                        Continue to train/develop people to enhance the Company’s operating
                        capabilities.

                        Corporate Marketing Initiatives

                        20%

                        Continue to build marketing capabilities, including
                        analyzing and acting upon market share and research data.

                        Making Terex a Better Place to Work

                        10%

                        Continue to improve team member communication and
                        satisfaction. Increase focus on team member health and safety.

                        Business Development

                        10%

                        Continue to pursue mergers and acquisitions that are
                        attractive to the Company including Asian businesses as well as bolt-on
                        transactions.

                        Financial Structure

                        10%

                        Support business development goals and continue to use the
                        Company’s balance sheet, including to implement the Company’s
                        stock repurchase program.

        Comment:

        3.
        Please confirm that you will disclose in future filings the information
        in your response regarding the difficulty in achieving the target goals. In addition, in
        future filings, please provide greater detail regarding how difficult it would be for the
        named executive officers to achieve the undisclosed targets and qualitative performance
        measures. For example, consider discussing correlations between historical bonus practice
        and the incentive parameters set for the relevant fiscal period.

        Response:

        To the
        extent that the Company believes that disclosures of targets and performance measures
        is

        Perry J.
        Hindin

        Securities
        and Exchange Commission

        December
        18, 2007

        Page 4 of
        4

        not
        required because it would result in competitive harm such that it may omit this information
        under Instruction 4 to Item 402(b) of Regulation S-K, the Company will provide in its
        applicable future filings information regarding the difficulty in achieving the target
        goals. In addition, in its applicable future filings, the Company will provide greater
        detail regarding how difficult it will be for the named executive officers to achieve the
        qualitative performance measures.

        Comment:

        4.
        We note your response to our prior comment 5. It does not appear you have
        provided the information requested in the last sentence of the comment. The table at the
        end of your response indicates that each named executive officer received a bonus greater
        than his target bonus. In light of this, please disclose in future filings the percentile
        of the benchmarked companies each named executive officer’s actual paid bonus
        represents. To the extent actual compensation was outside a targeted percentile range,
        please disclose why. For example, if a target bonus of $500,000 for a particular named
        executive officer represents the 50th percentile of benchmarked companies for
        officers holding similar positions and such officer actually received a bonus of $900,000,
        disclose the percentile of benchmarked companies, using the same data set used in
        determining how targets compared to benchmarks, such actual bonus
        represents.

        Response:

        In its
        applicable future filings, the Company will disclose the approximate percentile or quartile
        of the benchmarked companies that each named executive officer’s actual paid bonus
        represents.

        Summary Compensation Table, page 28

        Comment:

        5.
        We note your response to prior comment 7. Please confirm you will
        disclose in future filings the information provided in your response.

        Response:

        In its
        applicable future filings, the Company will disclose the information provided in our
        response to your prior comment 7.

        If we can be of any further assistance with respect to this matter, please
        do not hesitate to contact me.

        Very truly yours,

                        /s/ Eric I Cohen

                        cc:

                        Ronald M. DeFeo

CORRESP
1
filename1.htm

        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

UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549

Mail Stop 6010

November 30, 2007

Via Facsimile and U.S. Mail

Mr. Phillip C. Widman Chief Financial Officer Terex Corporation 200 Nyala Farm Road Westport, CT   06880
 Re: Terex Corporation
  Form 10-K for the year ended December 31, 2006
Filed February 28, 2007
File No. 1-10702
Dear Mr. Widman:

We have reviewed your filings and have the following comments.  We have limited our
review to only your financial statements and related disclosures and will make no further review of your documents.  Where indicated, we think you should revise future filings in response to these comments.  If you disagree, we will consider your explanation as to why our comment is inapplicable or a revision is unnecessary.  Please be as detailed as necessary in your explanation.  In some of our comments, we may ask you to provide us with information so we may better understand your disclosure.  After reviewing this information, we may raise additional comments.
Please understand that the purpose of our review process is to assist you in your
compliance with the applicable disclosure requirements and to enhance the overall disclosure in your filing.  We look forward to working with you in these respects.  We welcome any questions you may have about our comments or on any other aspect of our review.  Feel free to call us at the telephone numbers listed at the end of this letter.

Mr. Phillip C. Widman
Terex Corporation November 30, 2007 Page 2
 Form 10-K for the year ended December 31, 2006

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

Business Description - Overview, page 33
 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.
  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 w ith an understanding of why you use ROIC as
your unifying metric as opposed to a more standard metric such as return on shareholders' equity.
 Results of Operations, page 35

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.
 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.

Mr. Phillip C. Widman
Terex Corporation November 30, 2007 Page 3
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.
 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.
 Financial Statements, page F-1

 Consolidated Statement of Cash Flows, page F-7

 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.
 Note A – Basis of Presentation, page F-8

 Revenue Recognition, page F-9

 8. We note your disclosures on page F-39 regarding your buyback guarantees.  Please tell us and revise this note in future filings to disclose how you recognize revenue on arrangements that contain the buyback guarantee.  Tell us how you have considered the guidance in EITF 95-1 and SFAS 13 in accounting for these transactions.

*    *    *    *

As appropriate, please respond to these comments within 10 business days or tell us
when you will provide us with a response.  Please furnish a cover letter with your response that keys your responses to our comments and provides any requested information.  Detailed cover letters greatly facilitate our review.  Please understand that we may have additional comments after reviewing your amendment and responses to our comments.

Mr. Phillip C. Widman
Terex Corporation November 30, 2007 Page 4
 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 information required under the Securities and Exchange Act of 1934 and that they have provided all information investors require for an informed investment decision.  Since the company and its management are in possession of all facts relating to a company’s disclosure, they are responsible for the accuracy and adequacy of the disclosures they have made.     In connection with responding 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 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 the United States.
In addition, please be advised that the Division of Enforcement has access to all
information you provide to the staff of the Division of Corporation Finance in our review of your
filing or in response to our comments on your filing.
You may contact David Burton, Staff Account ant, at (202) 551-3626 or me at (202) 551-
3643 if you have questions regarding comments on the financial statements and related matters.  Please contact Geoffrey Kruczek at (202) 551-3641 or Tim Buchmiller at (202) 551-3635 if you have questions on other comments.  In this regard, do not hesitate to contact me or Martin James, Senior Assistant Chief Accountant at (202) 551-3671 with any questions.
Sincerely,

Kevin L. Vaughn
 Branch Chief

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

CORRESP
1
filename1.htm

        Eric I
        Cohen

        Senior
        Vice President, Secretary

        and
        General Counsel

        Telephone:        (203) 222-5950

         Facsimile:
          (203) 227-1647

        E-mail:      ecohen@terex.com

        September
        20, 2007

        Perry J.
        Hindin

        Securities and Exchange Commission

        Division
        of Corporation Finance

        One
        Station Place

        100 F
        Street, NE

        Washington, DC 20540-6010

                        Re:

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

        (the “Definitive 14A”)

        Dear Mr.
        Hindin:

        I have received a copy of your letter dated August 21, 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
        (“Terex” or the “Company”) with respect to each of such
        items.

        Definitive 14A Filed April 4, 2007

        Executive Compensation Philosophy, page 18

        Comment:

        1.
        We note your reference to the compensation committee’s engagement
        of Hewitt Associates and Sibson Consulting on the top 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 performance of their duties under the engagement.
        See Item 407(e)(3)(iii) of Regulation S-K.

        Response:

        The
        Company hired Sibson Consulting (“Sibson”) to assist it in two discrete
        projects relating to executive and director compensation. In the first project, Sibson was
        asked to provide an

        Perry J.
        Hindin

        Securities
        and Exchange Commission

        September
        20, 2007

        Page 2 of
        13

        assessment of the competitive pay position for nine of the top senior
        executives of the Company. The assessment included an analysis of the Company’s use
        of pay-for-performance and long-term incentive vehicles. This project was conducted over a
        three month period. In the second project, Sibson was asked to review a report prepared by
        The Ross Companies (the Committee’s prior outside compensation consultant as
        indicated in the Definitive 14A with respect to director compensation. Sibson commented on
        the appropriateness of the recommendations by The Ross Companies and offered suggestions to
        help create a competitive compensation program for the directors. This project was
        conducted over a one month period.

        In
        August 2006, the Compensation Committee of the Company’s Board of Directors (the
        “Committee”) retained Hewitt Associates (“Hewitt”) to assist the
        Committee in determining the compensation of the Company’s executive officers,
        including its Chief Executive Officer (“CEO”). Hewitt was not given a narrow
        list of instructions but rather was engaged to provide the Committee with any and all
        information and advice that might assist the Committee in performing its duties.

        The
        Company believes its disclosure of the engagement of the compensation consultants as
        included in the Definitive 14A complies in all material respects with the Securities and
        Exchange Act of 1934, as amended, and the rules promulgated thereunder. The Company is of
        the opinion that the details included above would not provide investors with additional
        material information.

        Executive Compensation Program, page 20

        Comment:

        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 company. Please discuss more fully his role in determining or
        recommending the amount or form of executive compensation.

        Response:

        Under the
        Company’s performance management system, the CEO annually evaluates each of the
        Company’s senior executives that report to him. This assessment includes setting
        goals for the coming year for each senior executive and evaluating the senior
        executive’s performance against the goals for the prior year. Consistent with the
        Committee’s charter, the CEO then makes recommendations to the Committee regarding
        the performance goals and the compensation of the Company’s senior
        executives.

        Perry J.
        Hindin

        Securities
        and Exchange Commission

        September
        20, 2007

        Page 3 of
        13

        The
        Company will discuss more fully the CEO’s role in determining or recommending the
        amount or form of executive compensation in its applicable future filings.

        Annual Bonus, page 21

        Comment:

        3.
        You state on page 22 that 40% of the bonus target for executive officers
        was based on individual performance which could include all or any combination of personal
        goals, Terex Business Systems and human resources planning initiatives, and other financial
        and non-financial measurements. 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 considered by the
        compensation committee in awarding annual bonuses to each of your named executive officers
        for your 2006, and to the extent known, 2007 fiscal years. To the extent you believe
        disclosure of these targets and performance 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 Regulation S-K, please provide on a supplemental basis a detailed
        explanation for such conclusion. Please also 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 without providing
        information that would result in competitive harm.

        Response:

        The
        Company listed in its Definitive 14A the general categories reflecting the qualitative
        portions upon which a senior executive’s bonus is based. The Company went further
        with respect to its CEO and listed in bulletpoint format each of the categories reflecting
        the qualitative portion of the CEO’s bonus because the Company felt that this
        additional disclosure was warranted due to the CEO’s unique position with the
        Company. The Company did not disclose in greater detail each of the qualitative performance
        measure targets for the other named executive officers as they differ for each of them. The
        qualitative bonus calculation for the named executive officers, other than the CEO, is done
        on a holistic basis in evaluating the goals rather than based upon a rigid
        formula.

        The
        following table provides a listing of the qualitative performance measures considered by
        the Committee in awarding the CEO’s 2006 bonus:

        Perry J.
        Hindin

        Securities
        and Exchange Commission

        September
        20, 2007

        Page 4 of
        13

                        Performance Measure

                        Weighting (%)

                        Excerpt of Goals

                        Talent Development, Diversity and Succession
                        Planning

                        30%

                        Hire/Promote senior executives as appropriate. Develop
                        written Diversity Strategy. Development of high potential team
                        members.

                        Financial Controls, Ethics and Information
                        Technology

                        20%

                        Strengthen financial controls. Implement online ethics
                        training and new information technology system. Enhance financial and tax
                        staff.

                        Corporate Operational Initiatives

                        15%

                        Implement supply chain purchasing savings initiatives.
                        Train/develop people to enhance the Company’s operating
                        capabilities.

                        Marketing and Branding

                        10%

                        Build marketing capabilities, including enhancing marketing
                        staff, receiving better market share data and developing brand
                        research.

                        Development of New Markets

                        10%

                        The Company is not disclosing these targets as disclosure of
                        this confidential information would result in competitive harm to the
                        Company.

                        Making Terex a Better Place to Work

                        5%

                        Continue to improve team member communication and
                        satisfaction.

                        Terex Business System

                        5%

                        Enhanced training and development for senior and operations
                        leaders. Continue development/implementation of measurement
                        system.

                        Capital Structure and Transformation

                        5%

                        The Company is not disclosing these targets as disclosure of
                        this confidential information would result in competitive harm to the
                        Company.

        The
        following table provides a detailed listing of the qualitative performance measures that
        will be considered by the Committee in awarding the CEO’s 2007 bonus:

                        Performance Measure

                        Weighting (%)

                        Excerpt of Goals

                        Talent Development, Diversity and Succession
                        Planning

                        15%

                        Develop and diversify talent base. Implement new programs to
                        recruit and retain talent.

                        Financial Controls, Ethics and Information
                        Technology

                        15%

                        Strengthen financial controls and continue to enhance
                        finance and tax staff. Develop future tax strategy plans.

                        Corporate Operational Initiatives

                        20%

                        Enhance supply chain purchasing savings initiatives.
                        Continue to train/develop people to enhance the Company’s operating
                        capabilities.

                        Corporate Marketing Initiatives

                        20%

                        Continue to build marketing capabilities, including
                        analyzing and acting upon market share and research data.

                        Making Terex a Better Place to Work

                        10%

                        Continue to improve team member communication and
                        satisfaction. Increase focus on team member health and safety.

        Perry J.
        Hindin

        Securities
        and Exchange Commission

        September
        20, 2007

        Page 5 of
        13

                        Business Development

                        10%

                        The Company is not disclosing these targets as disclosure of
                        this confidential information would result in competitive harm to the
                        Company.

                        Financial Structure

                        10%

                        The Company is not disclosing these targets as disclosure of
                        this confidential information would result in competitive harm to the
                        Company.

        The
        Company is not disclosing the Business Development and Financial/Capital Structure targets
        for Mr. DeFeo for 2006 and 2007 because such targets involve plans and ideas that have not
        been disclosed to the marketplace and are not known by the Company’s competitors.
        Such disclosure would make it more difficult for the Company to achieve such targets and
        would provide a competitive advantage to the Company’s competitors. In addition, the
        disclosure of uses of its cash and acquisition or disposition opportunities that the
        Company has decided not to pursue would place the Company in a competitive
        disadvantage.

        The
        difficulty in achieving the targeted goals depends on a variety of factors, some of which
        are in the Company’s control and some of which are not. These targets are established
        annually in conjunction with setting the business plan of the Company for the coming year.
        If the Company achieves its business plan objectives for the year, the Company believes the
        goals are attainable. In 2006, portions of the Development of New Markets target were
        achieved at a 120% level and other portions were achieved at an 80% level, while the
        Capital Structure and Transformation target was achieved at a 120% level.

        Instruction 1 to Item 402(b) of Regulation S-K states that “the
        purpose of the Compensation Discussion and Analysis is to provide to investors material
        information that is necessary to an understanding of the registrant’s compensation
        policies and decisions regarding the named executive officers.” The Company does not
        believe that disclosing in greater detail the qualitative bonus targets for the named
        executive officers, other than the CEO, is material information that is necessary for such
        an understanding. With respect to the CEO’s qualitative targets, while the Company
        does not believe that the level of detail included above is beneficial to investors, the
        Company will include in its applicable future filings more information with respect to the
        CEO’s qualitative targets, including the relative weightings of the different
        qualitative factors.

        Comment:

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

        Perry J.
        Hindin

        Securities
        and Exchange Commission

        September
        20, 2007

        Page 6 of
        13

        Response:

        The
        following table details the qualitative portion of the CEO’s 2006 An

Mail Stop 6010

        September 28, 2006

Phillip Widman
Senior Vice President and Chief Financial Officer
Terex Corporation
500 Post Road East, Suite 320
Westport, Connecticut 06880

 Re: Terex Corporation
  Form 10-K for the fiscal year ended December 31, 2005
  Filed May 17, 2006
  File No. 001-10702

Dear Mr. Widman:

 We have completed our review of your Form  10-K and related filings and do not, at this
time, have any further comments.

        S i n c e r e l y ,

        M a r t i n  F .  J a m e s
        Senior Assistant Chief Accountant

CORRESP
1
filename1.htm

Eric I Cohen

Senior Vice President, Secretary

and General Counsel

            Telephone:

            (203) 222-5950

            Facsimile:

            (203) 227-1647

            E-mail:

            ecohen@terex.com

September 7, 2006

Gary Todd

Securities and Exchange Commission

Division of Corporation Finance

Mail Stop 6010

Washington, DC 2054

            Re:

            Terex Corporation Form 10-K for the fiscal year ended December 31, 2005,

            Filed May 17, 2006, File No. 001-10702

Dear Mr. Todd:

I have received a copy of your letter dated August 25, 2006 conveying the comments of the staff of the Securities and Exchange Commission (the “Commission”) on the above-referenced filing and certain Current Reports on Form 8-K filed by Terex Corporation (“Terex” or the “Company”) during 2006.  The following sets forth the text of each of the items addressed in your letter and the response of Terex with respect to each of such items.

Form 10-K for the Fiscal Year Ended December 31, 2005

Financial Statements

Note C – Accounting Changes – Business Combinations and Goodwill, page F-14

Comment:

1.            In future filings please add clarifying discussion about the accounting for the $54 million identified as “utilization of tax net operating losses.”

Response:

1.            The Company will add clarifying discussion in its future filings with respect to the accounting for the $54 million identified as utilization of tax net operating losses.  The following paragraph will be added as a footnote to the tabular disclosure for the $54 million:

Gary Todd

Securities and Exchange Commission

September 7, 2006

Page 2 of 5

“1 Reflects reversal of valuation allowance related to acquired net operating losses that were subsequently deemed to be realizable.”

Form 8-K filed March 9, 2006

Comment:

2.            The press release furnished in this Form 8-K includes the following statement in the heading: “Full-year 2005 earnings expected to increase approximately 64% versus 2004, excluding special items.” We also see other instances in this and in subsequent press releases furnished on Form 8-K where GAAP information is not presented with equal or greater prominence to non-GAAP data. Under S-K Item 10(e)(1)(i) whenever one or more non-GAAP financial measures are provided, a registrant must include a presentation, with equal or greater prominence, of the most directly comparable financial measure or measures calculated and presented in accordance with Generally Accepted Accounting Principles. Please apply this guidance in all future filings and earnings releases.

Response:

2.            The Company will apply this guidance with respect to providing the most directly comparable GAAP financial measures with equal or greater prominence to non-GAAP financial measures presented in future filings and earnings releases of Terex.

Comment:

3.            As a related matter we see disclosures of anticipated earnings per share, excluding special items. It appears that the projected guidance is based on non-GAAP measures. Please accordingly expand any future disclosures of projected non-GAAP data to consider the guidance from S-K Item 10(e)(1)(i).

Response:

3.            The Company will expand any future projected earnings guidance that utilizes non-GAAP data to reflect the guidance of Regulation S-K Item 10(e)(1)(i).

Form 8-K filed May 5, 2006

Comment:

4.            We note that you present non-GAAP measures and reconciliations in the form of condensed statements of operations. This format may be confusing to investors as it presents non-GAAP captions, sub-totals, a per-share measure and adjusted EBITDA which

Gary Todd

Securities and Exchange Commission

September 7, 2006

Page 3 of 5

have not been individually described to investors. It is not clear whether management uses each of these non-GAAP measures; and, they maybe shown here primarily as a result of the presentation format. Under Instruction 2 to Item 2.02 of Form 8-K when furnishing information under this Item you must provide all of the disclosures required by S-K Item 10(e)(1)(i), including a reconciliation to the directly comparable GAAP measure for each non-GAAP measure presented with accompanying explanation about why you believe each non-GAAP measure provides useful information to investors.

            •

            To eliminate investor confusion, please remove the condensed statements of operations adjusted to exclude “special items” from all future filings and instead disclose only those non-GAAP measures used by management that you wish to highlight for investors, with the appropriate individual reconciliations.

            •

            Please note that in the event that your Form 8-K is incorporated by reference into a 33 Act registration statement, we may have additional questions relating to the appropriateness of this information being included in a document filed with, and not just furnished to, the Commission.

We note that an earnings release dated July 26, 2006 also includes non-GAAP information presented in the form of a statement of operations adjusted to exclude “special items”. Our comment about this format also applies to that document.

Response:

4.            The Company will remove the condensed statements of operations adjusted to exclude “special items” from all future filings and will disclose only those non-GAAP measures used by Terex’s management which the Company wishes to highlight for investors, with the appropriate individual reconciliations to the most directly comparable GAAP measure for each non-GAAP item presented and an explanation of why the Company deems these useful to investors.

The Company acknowledges the staff’s comment with respect to incorporation of Form 8-K items into registration statements under the Securities Act of 1933.

Form 8-K filed July 26, 2006

Comment:

5.            We see that you have provided a combined supporting statement for the various non-GAAP measures furnished in this and in other Forms 8-K. Under S-K Item 10(e)(1)(i) you should provide an explanation about why you believe each non-GAAP measure

Gary Todd

Securities and Exchange Commission

September 7, 2006

Page 4 of 5

provides useful information to investors; and, to extent material, statements describing any other purposes for which management uses each measure. The statements in support of each measure should be specific and substantive. Those disclosures should also consider the guidance from Question 8 to the FAQ Regarding the Use of Non-GAAP Financial Measures.

Response:

5.            In the future, the Company will provide specific and substantive statements with respect to the usefulness of each non-GAAP measure used, including, to the extent material, any other purposes for which management uses each such measure, and will take into consideration the guidance of Question 8 to the FAQ Regarding the Use of Non-GAAP Financial Measures.

Further, the Company acknowledges that:  (a) it is responsible for the adequacy and accuracy of the disclosure in its filings; (b) staff comments or changes to disclosure in response to staff comments do not foreclose the Commission from taking any action with respect to the Company’s filings; and (c) 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 the United States.

If I can be of any further assistance with respect to this matter, please do not hesitate to contact me.

Very truly yours,

            /s/ Eric I Cohen

            cc:

            Brian Cascio

            Praveen Kartholy

            Securities and Exchange Commission

            Stuart A. Gordon

            David Fisher

            Therese Pritchard

            Bryan Cave LLP

            Ronald M. DeFeo

            Phillip C. Widman

            Jon Carter

            Jeffrey A. Gershowitz

            Scott Posner

            Terex Corporation

Mail Stop 6010
August 25, 2006

Via U.S. Mail and Facsimile (203) 222-1182

Phillip Widman
Senior Vice President and Chief Financial Officer
Terex Corporation
500 Post Road East, Suite 320
Westport, Connecticut 06880

 Re: Terex Corporation
  Form 10-K for the fiscal year ended December 31, 2005
  Filed May 17, 2006
  File No. 001-10702

Dear Mr. Widman:

We have reviewed your filings and have the following comments.  We have
limited our review of your filings to those issues we have addressed in our comments.
Where indicated, we think you should revise your future filings in response to these comments.  If you disagree, we will consider your explanation as to why our comment is inapplicable or a revision is unnecessary.  Please be as detailed as necessary in your explanation.  In some of our comments, we may ask you to provide us with information so we may better understand your disclosure.  After reviewing this information, we may raise additional comments.

Please understand that the purpose of our review process is to assist you in your
compliance with the applicable disclosure requirements and to enhance the overall disclosure in your filing.  We look forward to working with you in these respects.  We welcome any questions you may have about our comment or on any other aspects of our review.  Feel free to call us at the telephone numbers listed at the end of this letter.

Form 10-K for the Fiscal Year Ended December 31, 2005

Financial Statements

Note C – Accounting Changes – Business Combinations and Goodwill, page F-14

1. In future filings please add clarifying discussion about the accounting for the $54 million identified as “utilization of tax net operating losses.”

Phillip Widman
Terex Corporation
August 25, 2006 Page 2
Form 8-K filed March 9, 2006

2. The press release furnished in this Form 8-K includes the following statement in the heading: “Full-year 2005 earnings expected to increase approximately 64% versus 2004, excluding special items.”   We also see other instances in this and in subsequent press releases furnished on Form 8-K where GAAP information is not presented with equal or greater prominence to non-GAAP data. Under S-K Item 10(e)(1)(i) whenever one or more non-GAAP financial measures are provided, a registrant must include a presentation, with equal or greater prominence, of the most directly comparable financial measure or measures calculated and presented in accordance with Generally Accepted Accounting Principles.  Please apply this guidance in all future filings and earnings releases.

3. As a related matter we see disclosures of anticipated earnings per share, excluding special items.  It appears that the projected guidance is based on non-GAAP measures.  Please accordingly expand any future disclosures of projected non-GAAP data to consider the guidance from S-K Item 10(e)(1)(i).

Form 8-K filed May 5, 2006

4. We note that you present non-GAAP measures and reconciliations in the form of condensed statements of operations. This format may be confusing to investors as it presents non-GAAP captions, sub-totals, a per-share measure and adjusted EBITDA which have not been individually de scribed to investors. It is not clear
whether management uses each of these non-GAAP measures; and, they maybe shown here primarily as a result of the presentation format.  Under Instruction 2 to Item 2.02 of Form 8-K when furnishing information under this Item you must provide all of the disclosures required by S-K Item 10(e)(1)(i), including a
reconciliation to the directly comparable GAAP measure for  each  non-GAAP
measure presented with accompanying explanation about why you believe each
non-GAAP measure provides useful information to investors.
• To eliminate investor confusion, please remove the condensed statements of
operations adjusted to exclude “special items” from all future filings and instead disclose only those non-GAAP measures used by management that you wish to highlight for investors, with the appropriate individual reconciliations.
• Please note that in the event that your Form 8-K is incorporated by reference into a 33 Act registration statement, we may have additional questions relating to the appropriateness of this information being included in a document filed with, and not just furnished to, the Commission.

Phillip Widman
Terex Corporation
August 25, 2006 Page 3
We note that an earnings release dated July 26, 2006 also includes non-GAAP information presented in the form of a statement of operations adjusted to exclude “special items”.  Our comment about this format also applies to that document.

Form 8-K dated July 26, 2006
5. We see that you have provided a combined supporting statement for the various non-GAAP measures furnished in this and in other Forms 8-K.  Under S-K Item
10(e)(1)(i) you should provide an explanation about why you believe each  non-
GAAP measure provides useful information to  investors; and, to extent material,
statements describing any other purposes for which management uses each
measure. The statements in support of each measure should be specific and
substantive. Those disclosures should also consider the guidance from Question 8 to the FAQ Regarding the Use of Non-GAAP Financial Measures.

As appropriate, please respond to these comments within 10 business days or tell
us when you will provide us with a response.  Please furnish a cover letter that keys your responses to our comments and provides any requested information.  Detailed cover letters greatly facilitate our review.  Please file your cover letter on EDGAR.  Please understand that we may have additional comments after reviewing your responses to our comments.

 We urge all persons who are responsible for the accuracy and adequacy of the disclosure in the filings to be certain that the filing includes all information required under the Securities Exchange Act of 1934 and that they have provided all information investors require for an informed investment decision.  Since the company and its management are in possession of all facts relating to a company’s disclosure, they are responsible for the accuracy and adequacy of the disclosures they have made.

 In connection with responding 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 filings;
⋅ 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 the United States.

In addition, please be advised that the Di vision of Enforcement has access to all

Phillip Widman
Terex Corporation
August 25, 2006 Page 4
information you provide to the staff of the Di vision of Corporation Finance in our review
of your filing or in response to our comments on your filing.

You may contact Praveen Kartholy at (202) 551-3778 or me at (202) 551-3605 if
you have questions regarding these comments.  In this regard, do not hesitate to contact Brian Cascio, Accounting Branch Chief, at (202) 551-3676.

                  Sincerely,

                  Gary Todd                                 Reviewing Accountant