SC 14D1

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

                                 AMENDMENT NO. 1
                                       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. 1 amends and supplements the Tender Offer
Statement on Schedule 14D-1 filed on April 3, 1995 (as amended, 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 (unless and
until the Purchaser declares that the Rights Condition as defined in the Offer
to Purchase referred to below is satisfied) 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, between the
Company and Harris Trust and Savings Bank, as Rights Agent, at a purchase price
of $77.00 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 (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 3.   Past Contacts, Transactions or Negotiations with the Subject Company.

     Item 3(b) of the Schedule 14D-1 is hereby amended and supplemented as
follows:

     On April 4, 1995, the Parent issued a press release, the full text of
which is set forth in Exhibit (a)(9) and incorporated herein by reference.


Item 5.   Purpose of the Tender Offer and Plans or Proposals of the Bidder.

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

     On April 4, 1995, the Parent issued a press release, the full text of
which is set forth in Exhibit (a)(9) and incorporated herein by reference.


Item 11.  Material to be Filed as Exhibits.

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

          (a)(9)  Press Release issued by the Parent on April 4, 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:  April 5, 1995

                                  EXHIBIT INDEX



Exhibit
  No.                             Description                       Page No.
(a)(9)           Press Release issued by the Parent on 
                 April 4, 1995............................

EX-11.(A)(9)

[INGERSOLL-RAND 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 NOMINATES SEVEN DIRECTORS
                       FOR ELECTION AT CLARK ANNUAL MEETING


          Woodcliff Lake, N.J. (April 4, 1995) -- Ingersoll-Rand Company
announced that it has delivered a notice to Clark Equipment Company nominating
a slate of seven directors to replace the Clark directors who will be up for
election at Clark's annual meeting scheduled for May 9, 1995.

               The seven nominees are:

- --   Robert N. Flint, 73, former senior vice president and comptroller of
     American Telephone & Telegraph Company, and currently a member of the
     Board of Directors of Hubbell, Inc. and Riverbank America.
- --   Clyde H. Folley, 67, former vice-chairman of Ingersoll-Rand, and currently
     a member of the Board of Directors of Giddings and Lewis Inc.
- --   William G. Kuhns, 72, former chairman, president and chief executive
     officer as well as a director of General Public Utilities Corp., a public
     utility holding company.
- --   Donald C. Lowe, 62, chairman of Sedgwick Limited, a general insurance
     broker and employee benefits and pension consultant, and currently a
     member of the Board of Directors of Alberta Natural Gas Company Ltd.;
     Bombardier Inc.; Butler Service Group; Canadian Tire Corporation, Limited;
     Devtek Corporation; Haley Industries Limited; Ingersoll-Rand Canada Inc.
     (advisory board); Scott's Hospitality Inc.; Sedgwick Limited; and Trilon
     Financial Corporation.
- --   Allan D. Nichols, 57, former chairman and chief executive officer of
     Citizens First Bancorp, Inc.
- --   Donald E. Procknow, 71, former vice chairman and chief operating officer
     of AT&T Technologies, Inc. (formerly Western Electric Company, Inc.), and
     currently a member of the Board of Directors of Ingersoll-Rand (until May
     31, 1995) and The Prudential Insurance Company of America (until April 6,
     1995).

- --   Willis A. Strauss, 72, former chairman of HNG/InterNorth, Inc. (now known
     as Enron Corporation).


          Ingersoll-Rand's tender offer and withdrawal rights thereunder will
expire at 12:00 Midnight, New York City time, on Friday, April 28, 1995, unless
the tender offer is extended.

                                      # # #

Additional contact:

Clark & Weinstock  (212) 953-2550
Davis Weinstock
Gene Donati
Carol Phethean

This press release does not constitute a solicitation of a proxy, consent or
authorization for or with respect to the annual meeting of the Company's
stockholders or any action in lieu thereof.  Any such solicitation which
Ingersoll-Rand may make will be made only pursuant to separate proxy materials
in compliance with the requirements of Section 14(a) of the Securities Exchange
Act of 1934, as amended.