SC 14D9/A

 
                       SECURITIES AND EXCHANGE COMMISSION
                             WASHINGTON, D.C. 20549
                           __________________________

                                 SCHEDULE 14D-9
                               (Amendment No. 3)

                     Solicitation/Recommendation Statement
                          Pursuant to Section 14(d)(4)
                     of the Securities Exchange Act of 1934
                           __________________________

                            CLARK EQUIPMENT COMPANY
                           (Name of Subject Company)

                            CLARK EQUIPMENT COMPANY
                      (Name of Person(s) Filing Statement)

                    Common Stock, Par Value $7.50 Per Share
           (Including the Associated Preferred Stock Purchase Rights)
                         (Title of Class of Securities)

                                  181396 10 2
                     (CUSIP Number of Class of Securities)

                            Bernard D. Henely, Esq.
                 Vice President, General Counsel and Secretary
                            Clark Equipment Company
                           100 North Michigan Street
                           South Bend, Indiana 46634
                                 (219) 239-0100
 (Name, address and telephone number of person authorized to receive notice and
          communications on behalf of the person(s) filing statement)

                                    Copy to:
              
                          William F. Wynne, Jr., Esq.
                                  White & Case
                          1155 Avenue Of The Americas
                            New York, New York 10036
                                 (212) 819-8200



This Amendment No. 3 amends and supplements the Solicitation/Recommendation
Statement on Schedule 14D-9 dated April 12, 1995 (the "Schedule 14D-9"), of
Clark Equipment Company, a Delaware corporation (the "Company") filed in
connection with the tender offer made by CEC Acquisition Corp., a Delaware
corporation (the "Purchaser") and a wholly-owned subsidiary of Ingersoll-Rand,
a New Jersey corporation ("Ingersoll-Rand") to purchase all of the outstanding
shares of Common Stock, $7.50 par value (the "Common Stock"), and the
associated preferred stock purchase rights (the "Rights" and, together with the
Common Stock, the "Shares") issued pursuant to the Rights Agreement dated March
10, 1987, as amended and restated as of August 14, 1990, and as amended as of
April 10, 1995 (the "Rights Agreement") between the Company and Harris Trust
and Savings Bank, as Rights Agent (the "Rights Agent").  Capitalized terms used
herein shall have the definitions set forth in the Schedule 14D-9 unless
otherwise provided herein.



Item 8.   Additional Information to be Furnished.

     Item 8 is hereby amended and supplemented by adding thereto the following:

     On April 27, 1995, the Merger Task Force of the European Commission
informed European counsel to Ingersoll-Rand that it had concluded that the
transaction contemplated by the Offer and Merger does not fall within the scope
of the Merger Regulation.

     On May 4, 1995, Ingersoll-Rand 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 Friday, May 12, 1995.  The full text of the press
release is set forth in Exhibit 20 hereto and is incorporated herein by
reference.



Item 9.   Material to be Filed as Exhibits.

     Item 9 is hereby amended and supplemented by adding thereto the following:

Exhibit 20 -- Press release issued by Ingersoll-Rand on May 4, 1995.



                                      -2-



                                   SIGNATURE

After reasonable 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.

                         CLARK EQUIPMENT COMPANY

                         By:  /s/ Bernard D. Henely      
                              ---------------------------
                              Name:  Bernard D. Henely
                              Title:   Vice President and
                                         General Counsel


Dated:  May 4, 1995



                                 EXHIBIT INDEX
                                 -------------


Exhibit No.    Description
__________     __________

20             Press release issued by Ingersoll-Rand on May 4, 1995.

EX-99.20

                                                                     EXHIBIT 20
                      INGERSOLL-RAND EXTENDS TENDER OFFER
                              THROUGH MAY 12, 1995


     Woodcliff Lake, New Jersey (MAY 4, 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 Friday, May 12, 1995

     The extension 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.  As previously announced, the Justice Department has

requested additional information in connection with the Ingersoll-Rand's Hart-

Scott-Rodino filing.  Ingersoll-Rand has been engaging in discussion with the

Justice Department and expects to satisfactorily resolve any anti-trust

concerns.

     As of the close of business on May 3, 1995, approximately 3,310,000

million shares of Clark common stock had been validly tendered in connection

with the offer.