SC 14D1/A

                       SECURITIES AND EXCHANGE COMMISSION
                             Washington, D.C.  20549
                               __________________

                                 AMENDMENT NO. 8
                                       TO

                                 SCHEDULE 14D-1
                             Tender Offer Statement
       Pursuant to Section 14(d)(1) of the Securities Exchange Act of 1934
                               __________________
                             Clark Equipment Company
                            (Name of Subject Company)

                              CEC Acquisition Corp.

                             Ingersoll-Rand Company 
                                    (Bidder)



                     Common Stock, $7.50 par value per share
                         (Title of Class of Securities)



                                    18139610
                      (CUSIP Number of Class of Securities)



                            Patricia Nachtigal, Esq.
                       Vice President and General Counsel
                             Ingersoll-Rand Company
                               World Headquarters
                             200 Chestnut Ridge Road
                        Woodcliff Lake, New Jersey  07675
                           Telephone:  (201) 573-0123
            (Name, Address and Telephone Number of Person Authorized
           to Receive Notices and Communications on Behalf of Bidder)



                                    Copy to:

                            Robert L. Friedman, Esq.
                           Simpson Thacher & Bartlett
                              425 Lexington Avenue
                            New York, New York  10017
                           Telephone:  (212) 455-2000

     This Amendment No. 8 amends and supplements the Tender Offer Statement on
Schedule 14D-1 filed on April 3, 1995 (as amended and supplemented, the
"Schedule 14D-1") relating to the offer by CEC Acquisition Corp., a Delaware
corporation (the "Purchaser") and a wholly owned subsidiary of Ingersoll-Rand
Company, a New Jersey corporation (the "Parent"), to purchase all of the
outstanding shares of Common Stock, $7.50 par value per share (the "Shares"),
of Clark Equipment Company, a Delaware corporation (the "Company"), and the
associated Preferred Stock Purchase Rights (the "Rights") issued pursuant to
the Rights Agreement dated as of March 10, 1987, as amended and restated as of
August 14, 1990, and as amended as of April 10, 1995 between the Company and
Harris Trust and Savings Bank, as Rights Agent, at a purchase price of $86.00
per Share (and associated Right), net to the seller in cash without interest
thereon, upon the terms and subject to the conditions set forth in the Offer to
Purchase dated April 3, 1995, as amended and supplemented on April 12, 1995
(the "Offer to Purchase"), and in the related Letter of Transmittal.  Unless
otherwise indicated, all capitalized terms used but not defined herein shall
have the meanings assigned to them in the Schedule 14D-1.



Item 10.  Additional Information.

     Items 10(b), (c), (e) and (f) of the Schedule 14D-1 are hereby amended and
supplemented as follows:

     On May 15, 1995, the Parent issued a press release announcing that it has
sold the assets of its domestic Paving Equipment Business to Champion Road
Machinery Limited of Canada.   The full text of the press release is set forth
in Exhibit 11(a)(23) and is incorporated herein by reference.



Item 11.  Material to be Filed as Exhibits.

     Item 11 is hereby amended and supplemented to add the following:

          (a)(23)  Press release issued by the Parent on May 15, 1995.

                                    SIGNATURE

          After due inquiry and to the best of my knowledge and belief, I
certify that the information set forth in this Statement is true, complete and
correct.


INGERSOLL-RAND COMPANY


By: /s/ James E. Perrella                          
   Name:  James E. Perrella
   Title: Chairman, President and
     Chief Executive Officer

CEC ACQUISITION CORP.


By: /s/ Thomas F. McBride                          
   Name:  Thomas F. McBride
   Title:  President


Date:  May 15, 1995

                                  EXHIBIT INDEX


Exhibit                                                            Page
  No.                   Description                                No.

(a)(23)    Press release issued by the Parent on May 15, 1995  . . . . 

EX-11.(A)(22)

[I-R Logo]
                                    NEWS                       
                                    Corporate Communications
                                    Woodcliff Lake, New Jersey 07675

CONTACT:
                                    FOR RELEASE:

     _______________________________________________________


Thomas F. McBride                      For Immediate Release
Senior Vice President
and Chief Financial Officer
(201) 573-3486


               INGERSOLL-RAND SELLS ITS PAVING EQUIPMENT BUSINESS 


     Woodcliff Lake, New Jersey (May 15, 1995) -- Ingersoll-Rand Company today

announced that it has sold its domestic Paving Equipment Business to Champion

Road Machinery Limited of Canada.  Ingersoll-Rand informed the Department of

Justice of such transaction and is submitting the relevant documents to the

Justice Department in connection with its review of Ingersoll-Rand's purchase

of all of the outstanding common shares of Clark Equipment Company.  

     As previously announced, Ingersoll-Rand's tender offer for shares of Clark

is scheduled to expire at 5:00 P.M. New York City time on Friday, May 19, 1995.