EXHIBIT 10(d)(2)

                         AMENDMENT TO RIGHTS AGREEMENT
                         -----------------------------


     AMENDMENT, dated as of December 9, 1998, between CASE CORPORATION, a
Delaware corporation (the "Company"), and FIRST CHICAGO TRUST COMPANY OF NEW
YORK, a Delaware corporation (the "Rights Agent"), to the Rights Agreement,
dated as of December 8, 1995 (the "Rights Agreement").

     WHEREAS, the Company wishes to exercise its right to amend the Rights
Agreement pursuant to Section 27 thereof.

     Accordingly, the parties hereby agree as follows:

     1.   Definitions.  Each capitalized term defined in the Rights Agreement 
shall have the same meaning in this Amendment as in the Rights Agreement, unless
otherwise provided herein.

     2.   Amendment.  The last sentence of the definition of "Acquiring Person" 
in Section 1(a) is amended to read in its entirety as follows:

          "Notwithstanding the foregoing, if the Board of Directors of the
          Company determines in good faith that a Person who would otherwise be
          an "Acquiring Person," as defined pursuant to the foregoing provisions
          of this paragraph, has become such inadvertently, and such Person
          divests as promptly as practicable a sufficient number of Common
          Shares so that such Person would no longer be an Acquiring Person, as
          defined pursuant to the foregoing provisions of this paragraph, then
          such Person shall not be deemed to be an "Acquiring Person" for any
          purposes of this Agreement."

     3.   Rights Agreement.  Except as amended hereby, the Rights Agreement 
shall remain in full force and effect.

     4.   Governing Law.  This Amendment shall be deemed to be a contract made 
under the laws of the State of Delaware and for all purposes shall be governed
by and construed in accordance with the laws of Delaware applicable to contracts
made and to be performed entirely within such State.

     5.   Counterparts.  This Amendment may be executed in any number of 
counterparts and each such counterpart shall for all purposes be deemed to an
original, and all such counterparts shall together constitute but one and the
same instrument.

 
     6.   Descriptive Headings.  Descriptive headings of the Sections of this
Amendment are inserted for convenience only and shall not control or affect the
meaning or construction of any of the provisions hereof.

     IN WITNESS WHEREOF, the parties hereto have caused this Amendment to be
duly executed and attested, all as of the day and year first above written.


ATTEST:                                    CASE CORPORATION
 
 
____________________________________       _____________________________________
Name: Richard S. Brennan                   Name: Jean-Pierre Rosso
Title: General Counsel and Secretary       Title: Chairman and Chief Executive
                                                  Officer


ATTEST:                                    FIRST CHICAGO TRUST COMPANY OF 
                                           NEW YORK


_________________________________          _________________________________
Name: ___________________________          Name: ___________________________
Title: __________________________          Title: __________________________