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                                                    Exhibit 99(a)

                          CLAY HOLDING, INC.
                      101 LINCOLN STREET, BOX 729
                        CEDAR FALLS, IOWA 50613

                       NOTICE OF SPECIAL MEETING
                              TO BE HELD
                             JUNE 26, 1995

TO THE STOCKHOLDER
AND ESOP PARTICIPANTS:

      Notice is hereby given that a Special Meeting of Stockholders
of Clay Holding, Inc. ("Clay Holding") will be held at the offices
of Clay Holding, 101 Lincoln Street, Cedar Falls, Iowa 50613 on
June 26, 1995, at 9:00 a.m. local time, for the purpose of
considering and acting upon a proposal to approve the Asset
Purchase Agreement dated as of April 11, 1995, as amended
(collectively, the "Purchase Agreement") pursuant to which
substantially all of the assets of Clay Equipment Corporation
("Clay Equipment") will be transferred to Top Air Manufacturing,
Inc. ("Top Air") or its wholly-owned subsidiary in exchange for the
assumption by Top Air of certain liabilities of Clay Equipment and
the delivery to Clay Equipment, for ultimate distribution to
participants in the Clay Holding, Inc. Employee Stock Ownership
Plan (the "ESOP"), the lesser of (i) 750,000 shares of Top Air
common stock, and (ii) that number of such shares having a market
value of $1,000,000, in either case subject to adjustment.

      The Board of Directors has fixed the close of business on May
15, 1995, as the record date for determining those stockholders
entitled to receive notice of, and to vote at, the Special Meeting
or any adjournment thereof.  Participants in the ESOP as of that
date will be entitled to direct the ESOP Trustee regarding the
voting of shares of Clay Holding allocated to the account of each
of them.

      If the ESOP Trustee votes a majority of the shares of Clay
Holding common stock held by the ESOP to approve the Purchase
Agreement and the transactions contemplated thereby are
consummated, any participant who (1) prior to the beginning of the
Special Meeting delivers to Clay Holding a written demand for
payment of the fair value of the Clay Holdings shares held for such
participant's account, together with a consent to such demand
signed by the ESOP Trustee, and (2) does not direct the ESOP
Trustee to vote his or her allocated shares to approve the Purchase
Agreement shall be entitled to have the fair value of such shares
appraised under the applicable provisions of the Iowa Business
Corporation Act, as set forth in Exhibit A to the
Prospectus/Information Statement accompanying this Notice.  For
further discussion, see "RIGHT OF DISSENTING STOCKHOLDERS" in the
accompanying Prospectus/Information Statement.


                       By Order of the Board of Directors


                       ------------------------------------------------------
                       Leonard J. Hare, President and Chief Executive Officer

Cedar Falls, Iowa

- -----------------, 1995