SC 14D1/A

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

                                 AMENDMENT NO. 4
                                       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. 4 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 6.  Certain Conditions of the Offer

     Item 6 is hereby amended and supplemented to add the following:

     On April 13, 1995, the Company issued a press release announcing the
consummation of the sale of its 50% interest in VME Group N.V. (the "VME
Group") pursuant to the Stock Purchase Agreement, dated March 5, 1995, by and
among the Company, AB Volvo, and Clark-Hurth Components Marketing Company (the
"VME Sale Agreement") (which agreement is described in the Company's Current
Report on Form 8-K filed with the Commission on March 6, 1995).  The press
release stated that the total cash consideration paid to the Company in
connection with the sale of the VME Group in accordance with the VME Sale
Agreement was $573 million plus accrued interest.  The consummation of the VME
Sale Agreement is one of the conditions to the Offer by the Purchaser which
requires that the cash proceeds of the sale of the VME Group be not less than
$573 million. 

Item 10.  Additional Information.

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

     On April 19, 1995, the Company and the Parent issued a joint press release
announcing the receipt of a request by the Antitrust Division for additional
information in connection with the Parent's HSR Act filing.  The full text of
the press release is set forth in Exhibit (a)(18) hereto 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)(18)  Press Release issued by the Parent and the Company on April
          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:  April 19, 1995

                                  EXHIBIT INDEX


Exhibit                                                              Page
  No.                           Description                           No.

(a)(18)     Press Release issued by the Parent and the
            Company on April 19, 1995 . . . . . . . . . . . .

                               EXHIBIT (a)(18)

EX-11.(A)(18)

[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 AND CLARK EQUIPMENT RECEIVE 

                     SECOND REQUEST FROM JUSTICE DEPARTMENT



Woodcliff Lake, New Jersey and South Bend, Indiana (April 19, 1995) --

Ingersoll-Rand Company and Clark Equipment Company said that the United States

Department of Justice has requested additional information in connection with

Ingersoll-Rand's Hart-Scott-Rodino filing relating to its tender offer for all

of the outstanding shares of Clark.  Thomas F. McBride, Senior Vice President

of Ingersoll-Rand, said:  "This request was expected.  We have previously

indicated that if the Justice Department raises antitrust concerns, we are

prepared to consider the divestiture of certain assets to deal with those

concerns."



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