SC 14D9/A

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

                               SCHEDULE 14D-9
                             (Amendment No. 9)

                   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. 9 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 of the Schedule 14D-9 is hereby amended and supplemented as
follows:

     At 5:00 P.M., New York City time, on Thursday, May 25, 1995, the Offer
expired.  Based on information provided by the Depositary, a total of
approximately 16,700,000 Shares (or approximately 97.7% of the Shares
outstanding) (including approximately 1,900,000 Shares subject to guarantee
of delivery) were validly tendered and not properly withdrawn pursuant to
the Offer.  The Purchaser has accepted for payment, and has notified the
Depositary to promptly pay for, the tendered and accepted Shares at the
purchase price of $86.00 per Share in cash.

     Pursuant to the Merger Agreement, effective May 25, 1995, the Board of
Directors of Clark was reconstituted and is now comprised of Leo J.
McKernan and the following six designees of Ingersoll-Rand: Thomas F.
McBride, William J. Armstrong, Patricia Nachtigal, Donald H. Rice, Gerald
E. Swimmer and Ronald G. Heller.

     Pursuant to the Merger Agreement, the Purchaser intends to merge
itself into the Company in accordance with the Delaware General Corporation
Law as promptly as practicable.  As a result of the Merger, the Company
will become a wholly owned subsidiary of Ingersoll-Rand and each
outstanding Share (other than Shares held in the treasury of the Company,
Shares owned by Ingersoll-Rand, the Purchaser or any other direct or
indirect subsidiary of Ingersoll-Rand or the Company, and Shares owned by
stockholders who choose to dissent and demand appraisal of their Shares)
shall be cancelled, extinguished, and converted into the right to receive
$86.00 per Share in cash, without interest, less any applicable withholding
taxes.

     The consummation of the Offer was publicly announced in press releases
issued by Ingersoll-Rand on May 26, 1995, copies of which are filed as
Exhibit 26(a) and 26(b) hereto and incorporated herein by reference.









                                    -2-







Item 9.   Material to be Filed as Exhibits.

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

Exhibit 26(a) -- Press release issued by Ingersoll-Rand on May 26, 1995.

Exhibit 26(b) -- Press release issued by Ingersoll-Rand on May 26, 1995.



















































                                     -3-







                                 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 30, 1995

















































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


Exhibit No.    Description
__________     __________

26(a)   Press release issued by Ingersoll-Rand on May 26, 1995.

26(b)   Press release issued by Ingersoll-Rand on May 26, 1995.

EX-26.(A)

                                                                 EXHIBIT 26(a)


                 INGERSOLL-RAND SUCCESSFULLY COMPLETES CASH
                 TENDER OFFER AND ACQUIRES IN EXCESS OF 90%
                  OF THE SHARES OF CLARK EQUIPMENT COMPANY


     Woodcliff Lake, New Jersey (May 26, 1995) -- Ingersoll-Rand Company
today announced that its cash offer for all outstanding shares of common
stock of Clark Equipment Company expired, as scheduled, at 5:00 P.M., New
York City time on Thursday, May 25, 1995.  Ingersoll-Rand, through its
subsidiary making the offer, has accepted for purchase all shares validly
tendered and not properly withdrawn prior to the expiration of the offer.

     The acceptance of these shares in the tender offer results in
Ingersoll-Rand's ownership of in excess of 90% of Clark's outstanding
common stock.

     In the second step of the acquisition, Clark will be merged with a
subsidiary of Ingersoll-Rand and each Clark share not previously purchased
in the tender offer will be converted into the right to receive $86.00 in
cash.  The merger will be completed as soon as practicable.

     Ingersoll-Rand's acquisition of Clark Equipment creates a global
industrial manufacturer with combined annual sales of over $5.5 billion and
more than 40,000 employees worldwide.

     James E. Perrella, chairman, president and chief executive officer of
Ingersoll-Rand, said, "This acquisition advances Ingersoll-Rand's
commitment to expanding our domestic and global product lines and enhancing
the company's already strong competitive position.  We are delighted to
bring Clark and its employees into the Ingersoll-Rand family."

EX-26.(B)

                                                                 EXHIBIT 26(b)


               INGERSOLL-RAND SUCCESSFULLY ACQUIRES IN EXCESS
              OF 97% OF THE SHARES OF CLARK EQUIPMENT COMPANY


     Woodcliff Lake, New Jersey (May 26, 1995) -- Ingersoll-Rand Company
today announced that, based on information provided by the Depositary, a
total of approximately 16,700,000 shares of Clark Equipment Company (or
approximately 97.7% of the outstanding shares of Clark) were validly
tendered and not properly withdrawn pursuant to its cash offer for all
outstanding shares of Clark.  Such share amount includes approximately
1,900,000 shares subject to guarantee of delivery.

     Ingersoll-Rand said earlier today that it has accepted for purchase
all shares validly tendered and not properly withdrawn prior to the
expiration of the offer and that it will complete the merger with Clark as
soon as practicable.