SC 14D1/A

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

                                 AMENDMENT NO. 9
                                       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. 9 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 5.     Purpose of the Tender Offer and Plans or Proposals of the Bidder.

     Item 5 of the Schedule 14D-1 is hereby amended and supplemented as
follows:

     On May 19, 1995, the Parent issued a press release announcing that it has
extended the period during which the Offer will remain open to 5:00 P.M., New
York City time, on Thursday, May 25, 1995.  Accordingly, the Expiration Date
shall be 5:00 P.M. on Thursday, May 25, 1995 unless the Offer is further
extended. The full text of the press release is set forth in Exhibit 11(a)(24)
and is incorporated herein by reference.


Item 10.  Additional Information.

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

     The information provided in this Amendment No. 9 under Item 5 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)(24)  Press release issued by the Parent on May 19, 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 19, 1995

                         EXHIBIT INDEX


Exhibit                                                                Page
  No.                  Description                                      No.



(a)(24) Press release issued by the Parent on May 19, 1995   . . . . .

EX-11.(A)(22)

INGERSOLL-RAND
                                    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 EXTENDS TENDER OFFER
                              THROUGH MAY 25, 1995


          Woodcliff Lake, New Jersey (May 19, 1995) - Ingersoll-Rand Company

today announced that it has extended the period during which its tender offer

for shares of Clark Equipment Company common stock will remain open to 5:00

P.M., New York City time, on Thursday, May 25, 1995.  The extension of the

tender offer has been made in order to allow additional time for the completion

of the review of the transaction by the Antitrust Division of the Justice

Department.

          Ingersoll-Rand Company announced earlier this week that it has sold

its domestic paving equipment business which it believes eliminates the one

area of overlap between the businesses of Clark and Ingersoll-Rand.  Ingersoll-

Rand has submitted the relevant documents relating to the sale to the Justice

Department in connection with its review.

          At the close of business on May 18, 1995, approximately 8,680,000

shares of Clark common stock had been validly tendered in connection with the

offer.