Exhibit (10)(n)
March 27, 1995 



Name
Address


Dear Mr. ______________:

As a member of the management of Clark Equipment Company, one of your
primary responsibilities is to increase the wealth of the Company's
stockholders.

                                 Award

In order to create an incentive for you to increase stockholder wealth
and to reward you for doing so, the Human Effectiveness Committee of
the Board of Directors has awarded to you:

     an option to purchase a total of _____________ shares of Stock
     (the "Option"); and

     tandem limited stock appreciation rights with respect to all of
     the shares subject to the Option (the "LSARs").

The "Exercise Price" for a share of Option Stock, and for an LSAR, is
$_________.  The awards will increase in value to the extent that the
value of Company Stock increases and, subject to terms and conditions
of the Plan and this letter, may be exercised by you at a time of your
choosing.

The awards described in this letter are made under the Clark Equipment
Company 1994 Long-Term Incentive Plan (the "Plan"), and are subject to
all of the terms and conditions of the Plan and of this letter.  The
Option is not intended, and will not be treated, as an incentive stock
option (as that term is used in section 422 of the Internal Revenue
Code).













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                           Time of Exercise

You may exercise the Option as follows:

     on or after March 27, 1996, the Option may be exercised for _____
     shares of Stock;

     on or after March 27, 1997, the Option may be exercised for an
     additional _____ shares of Stock;

     on or after March 27, 1998, the Option may be exercised for an
     additional _____ shares of Stock;

provided that any unexercised outstanding portion of the Option and any
unexercised outstanding LSARs will expire on the earlier to occur of
the Expiration Date (as defined in A-5.5 of the Plan) or at the close
of business on March 26, 2005.  The Option and the LSARs may not be
exercised after expiration.

                          Exercise of Option

In order to exercise the Option, you must deliver written notice of
exercise to the Secretary of the Company, signed by you, indicating the
number of shares of Option Stock being purchased.  The election to
exercise the Option must be accompanied by payment of the exercise
price for the shares of Stock being purchased.  Subject to the
provisions of the following sentence, payment must be by cash or by
check payable to the Company.  All or a portion of the required amount
may be paid by delivery of shares of Stock (including shares of Stock
acquired pursuant to the exercise of the Option) having an aggregate
Fair Market Value (valued as of the date of exercise) that is equal to
the amount of cash that would otherwise be required.  The Option will
be deemed exercised on the day the required notice is received by the
Secretary of the Company.

                           Exercise of LSAR

In order to exercise one or more LSARs, you must deliver written notice
of exercise to the Secretary of the Company, signed by you, indicating
the number of LSARs that are being exercised.  Upon the exercise of an
LSAR, you will receive a cash payment equal to the excess of the Market
Price (as defined in subsection 2.7 of the Plan) of a share of Company
Stock at the time of exercise over the exercise price.

                             Tandem Awards

     The purchase of a share of Option stock will result in the
     cancellation of one LSAR.

     The exercise of an LSAR will result in the cancellation of the
     right to purchase one share of Option stock.



                                  -2-

These awards are conditioned upon your agreement to the terms and
conditions set forth in this letter and those of the Plan with respect
to the award.  To accept these awards, please execute the
Acknowledgment, Acceptance and Agreement at the bottom of the enclosed
copy of this letter and return it to the Secretary of the Company.

                                   Very truly yours,

                                   CLARK EQUIPMENT COMPANY


                                   By: /s/ Leo J. McKernan
                                       Chairman, President and
                                       Chief Executive Officer
enc.

Acknowledgment, Acceptance and Agreement

I hereby acknowledge that I have received and read a copy of the Clark
Equipment Company 1994 Long-Term Incentive Plan (the "Plan"); I accept
the awards described in the foregoing letter; and I agree to the terms
and conditions of such letter and of the Plan with respect to such
award.

Signed: _______________________

Dated: _____________________
























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