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(1)	Pursuant to Rule 416(a) of the Securities Act of 1933, as amended, this registration statement shall also cover any additional shares of common stock which become issuable under the Plan by reason of any stock dividend, stock split, recapitalization, merger, consolidation or reorganization or any similar transaction.

(2)	Pursuant to Rule 457(c) and Rule 457(h)(1) under the Securities Act of 1933, as amended, the proposed maximum offering price per unit, the proposed maximum aggregate offering price and the registration fee are based on the average of the high and low prices per share of the Registrant’s Common Stock reported on the New York Stock Exchange Composite Tape on July 27, 2018.

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(a)	Our Annual Report on Form 10-K for the year ended December 31, 2017;

(b)	Our Quarterly Report on Form 10-Q for the quarter ended March 31, 2018;

(c)	Our Quarterly Report on Form 10-Q for the quarter ended June 30, 2018;

(d)	Our Current Report on Form 8-K filed on February 2, 2018;

(e)	Our Current Report on Form 8-K filed on February 28, 2018;

(f)	Our Current Report on Form 8-K filed on April 10, 2018;

(g)	Our Current Report on Form 8-K filed on April 23, 2018;

(h)	Our Current Report on Form 8-K filed on May 15, 2018;

(i)	Our Notice of Annual Meeting of Stockholders and Proxy Statement dated March 30, 2018; and

(j)	The description of our Common Stock contained in our Registration Statement on Form 8-A dated February 22, 1991, including any amendment or report filed with the SEC for the purpose of updating such description.

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4.1	Restated Certificate of Incorporation of Terex Corporation (incorporated by reference to Exhibit 3.1 to the Form S-1 Registration Statement of Terex Corporation, Registration Number 33-52297).

4.2	Certificate of Elimination with respect to the Series B Preferred Stock (incorporated by reference to Exhibit 4.3 to the Form 10-K for the year ended December 31, 1997 of Terex Corporation, Commission File No. 1-10702).

4.3	Certificate of Amendment to Certificate of Incorporation of Terex Corporation dated June 5, 1998 (incorporated by reference to Exhibit 3.3 to the Form 10-K for the year ended December 31, 1998 of Terex Corporation, Commission File No. 1-10702).

4.4	Certificate of Amendment to Certificate of Incorporation of Terex Corporation dated July 17, 2007 (incorporated by reference to Exhibit 3.1 to the Form 8-K, Commission File No. 1-10702, dated July 17, 2007 and filed with the Commission on July 17, 2007).

4.5	Amended and Restated Bylaws of Terex Corporation (incorporated by reference Exhibit 3.1 to the Form 8-K, Commission File No. 1-10702, dated October 15, 2015 and filed with the Commission on October 19, 2015).

5.1	Opinion of Eric I Cohen, Esq., as to the legality of the securities being registered.

23.1	Consent of PricewaterhouseCoopers LLP.

23.2	Consent of Eric I Cohen, Esq. (included in the opinion filed as Exhibit 5.1 hereto).

24.1	Powers of Attorney of certain officers and directors of the Registrant (included on the signature page of this Registration Statement).

(1)	To file, during any period in which offers or sales are being made, a post-effective amendment to this Registration Statement:

(i)	To include any prospectus required by Section 10(a)(3) of the Securities Act;

(ii)	To reflect in the prospectus any facts or events arising after the effective date of this Registration    Statement (or the most recent post-effective amendment hereof) which, individually or in the aggregate, represent a fundamental change in the information set forth in this Registration Statement;

(iii)	To include any material information with respect to the plan of distribution not previously disclosed in this Registration Statement or any material change to such information in this Registration Statement;

(2)	That, for the purpose of determining any liability under the Securities Act, each such post-effective amendment shall be deemed to be a new registration statement relating to the securities offered therein, and the offering of such securities at that time shall be deemed to be the initial bona fide offering thereof.

(3)	To remove from registration by means of a post-effective amendment any of the securities being registered that remain unsold at the termination of the offering.

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b.

The undersigned Registrant hereby undertakes that, for purposes of determining any liability under the Securities Act, each filing of the Registrant's annual report pursuant to Section 13(a) or 15(d) of the Exchange Act that is incorporated by reference in this Registration Statement shall be deemed to be a new registration statement relating to the securities offered therein, and the offering of such securities at that time shall be deemed to be the initial bona fide offering thereof.

c.

Insofar as indemnification for liabilities arising under the Securities Act may be permitted to directors, officers and controlling persons of the Registrant pursuant to the foregoing provisions, or otherwise, the Registrant has been advised that in the opinion of the Commission such indemnification is against public policy as expressed in the Securities Act and is, therefore, unenforceable. In the event that a claim for indemnification against such liabilities (other than the payment by the Registrant of expenses incurred or paid by a director, officer or controlling person of the Registrant in the successful defense of any action, suit or proceeding) is asserted by such director, officer or controlling person in connection with the securities being registered, the Registrant will, unless in the opinion of its counsel the matter has been settled by controlling precedent, submit to a court of appropriate jurisdiction the question whether such indemnification by it is against public policy as expressed in the Securities Act and will be governed by the final adjudication of such issue.

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