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                                                          Exhibit 99(b)


                          CLAY HOLDING, INC.
                      101 LINCOLN STREET, BOX 729
                        CEDAR FALLS, IOWA 50613
                                                      -----------, 1995

Dear Stockholder and Participant
in the Clay Holding, Inc.
Employee Stock Ownership Plan:

      The Boards of Directors of Clay Equipment Corporation ("Clay
Equipment") and its sole stockholder, Clay Holding, Inc. ("Clay
Holding"), have approved the sale to Top Air Manufacturing, Inc.
("Top Air") of substantially all of the assets of Clay Equipment.
This sale of assets is to be governed by an Asset Purchase
Agreement (the "Purchase Agreement") whereby, in exchange for such
assets, Top Air would assume certain liabilities of Clay Equipment
and deliver to Clay Equipment shares of Top Air common stock equal
to the lesser of (i) 750,000 and (ii) that number of shares having
a market value of $1,000,000, in either case subject to adjustment.

      As a part of the transaction, and subject to the terms and
conditions set forth in the Purchase Agreement, the Clay Holding,
Inc. Employee Stock Ownership Plan (the "ESOP") will be terminated
and the assets of the ESOP, which will then consist primarily of
Top Air common stock, will be distributed to the ESOP participants.
Participants in the ESOP will be asked to consider and direct the
trustees of the ESOP to vote upon the Purchase Agreement.

      As you know, the assets of the ESOP are set aside to provide
retirement funds for our employees.  We have been advised by
counsel that an ESOP Participant who elects to directly roll over
the distribution of his or her Top Air Shares into an IRA or other
eligible retirement plan will not incur any federal or state tax as
a result of the distribution.

      As described in greater detail in the Prospectus/Information
Statement, substantially all of the employees of Clay Equipment
will become employees of Top Air immediately upon the closing of
the transaction.  Moreover, Top Air has agreed that upon
consummation of the transaction, it will recognize Local 1728 of
the International Association of Machinists and Aerospace Workers
as the bargaining agent for employees who were included in its
bargaining unit at Clay Equipment.  The combined businesses and
operations of Clay Equipment and Top Air will be integrated into a
modern new facility to be located in Cedar Falls, Iowa.  It is
expected that construction of this new facility will begin in June
1995 and be completed in January 1996.

       The attached Prospectus/Information Statement sets forth
important information in connection with the proposed transaction,
and the Board of Directors of Clay Holding requests that the ESOP
Trustee and each ESOP participant read it carefully.  To approve
the sale of substantially all of Clay Equipment's assets to Top Air
pursuant to the Purchase Agreement, a majority of the shares of
Clay Holding common stock must be voted in favor of it.  The Boards
of Directors of Clay Equipment and Clay Holding have given careful
consideration to each aspect of the proposed transaction and have
unanimously concluded that it is in the best interests of Clay
Equipment, Clay Holding and the ESOP participants.  THE BOARD OF
DIRECTORS OF CLAY HOLDING RECOMMENDS THAT EACH ESOP PARTICIPANT
DIRECT THE ESOP TRUSTEE TO VOTE HIS OR HER ALLOCATED SHARES FOR THE
PROPOSAL TO APPROVE THE PURCHASE AGREEMENT.                 ---




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