FORM 4 Check this box if no longer subject to Section 16. Form 4 or Form 5 obligations may continue. See Instruction 1(b).

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 STATEMENT OF CHANGES IN BENEFICIAL OWNERSHIP OF SECURITIES Filed pursuant to Section 16(a) of the Securities Exchange Act of 1934, Section 17(a) of the Public Utility Holding Company Act of 1935 or Section 30(h) of the Investment Company Act of 1940

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(Print or Type Responses)

1. Name and Address of Reporting Person * DEFEO RONALD M   2. Issuer Name and Ticker or Trading Symbol TEREX CORP [TEX] 5. Relationship of Reporting Person(s) to Issuer (Check all applicable) __X__ Director _____ 10% Owner __X__ Officer (give title below) _____ Other (specify below) Chairman, President & CEO (Last) (First) (Middle) TEREX CORPORATION, 500 POST ROAD EAST, SUITE 320 3. Date of Earliest Transaction (Month/Day/Year) 06/01/2006 (Street) WESTPORT, CT 06880 4. If Amendment, Date Original Filed(Month/Day/Year) 6. Individual or Joint/Group Filing(Check Applicable Line) _X_ Form filed by One Reporting Person ___ Form filed by More than One Reporting Person (City) (State) (Zip) Table I - Non-Derivative Securities Acquired, Disposed of, or Beneficially Owned

1.Title of Security (Instr. 3) 2. Transaction Date (Month/Day/Year) 2A. Deemed Execution Date, if any (Month/Day/Year) 3. Transaction Code (Instr. 8) 4. Securities Acquired (A) or Disposed of (D) (Instr. 3, 4 and 5) 5. Amount of Securities Beneficially Owned Following Reported Transaction(s) (Instr. 3 and 4) 6. Ownership Form: Direct (D) or Indirect (I) (Instr. 4) 7. Nature of Indirect Beneficial Ownership (Instr. 4) Code V Amount (A) or (D) Price Common Stock, par value $.01 06/01/2006   A   100,000 (1) A $ 0 433,738 D   Common Stock, par value $.01 06/01/2006   M   60,000 A $ 25.375 493,738 D   Common Stock, par value $.01 06/01/2006   S   60,000 D $ 91.95 (3) 433,738 (2) D   Common Stock, par value $.01 06/01/2006   I V 0 A $ 0 3,538 (2) I 401(k) plan

Reminder: Report on a separate line for each class of securities beneficially owned directly or indirectly.
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Table II - Derivative Securities Acquired, Disposed of, or Beneficially Owned
(e.g., puts, calls, warrants, options, convertible securities)

1. Title of Derivative Security (Instr. 3)

2. Conversion or Exercise Price of Derivative Security

3. Transaction Date (Month/Day/Year)

3A. Deemed Execution Date, if any (Month/Day/Year)

4. Transaction Code (Instr. 8)

5. Number of Derivative Securities Acquired (A) or Disposed of (D) (Instr. 3, 4, and 5)

6. Date Exercisable and Expiration Date (Month/Day/Year)

7. Title and Amount of Underlying Securities (Instr. 3 and 4)

8. Price of Derivative Security (Instr. 5)

9. Number of Derivative Securities Beneficially Owned Following Reported Transaction(s) (Instr. 4)

10. Ownership Form of Derivative Security: Direct (D) or Indirect (I) (Instr. 4)

11. Nature of Indirect Beneficial Ownership (Instr. 4)

Code

V

(A)

(D)

Date Exercisable

Expiration Date

Title

Amount or Number of Shares

Employee Stock Option Right to Buy

$ 25.375

06/01/2006

M

60,000

02/24/2002

06/30/2006

Common Stock, par value $.01

60,000

$ 0

0

D

Reporting Owners

Reporting Owner Name / Address	Relationships
	Director	10% Owner	Officer	Other
DEFEO RONALD M TEREX CORPORATION 500 POST ROAD EAST, SUITE 320 WESTPORT, CT 06880	X		Chairman, President & CEO

Signatures

/s/ Ronald M. DeFeo		06/05/2006
**Signature of Reporting Person		Date

Explanation of Responses:

*	If the form is filed by more than one reporting person, see Instruction 4(b)(v).
**	Intentional misstatements or omissions of facts constitute Federal Criminal Violations. See 18 U.S.C. 1001 and 15 U.S.C. 78ff(a).
(1)	Shares granted pursuant to one of the Company's long-term incentive plans with the award vesting as follows: (i) 10,000 shares will vest on June 13, 2006 because the Company exceeded certain pre-determined financial targets for 2005; (ii) 10,000 shares will vest on March 31, 2007 if the Company equals or exceeds certain pre-determined financial targets for 2006; (iii) 10,000 shares will vest on March 31, 2008 if the Company equals or exceeds certain pre-determined financial targets for 2007; (iv) 35,000 shares will vest on March 31, 2009 if the Company equals or exceeds certain pre-determined financial targets for 2005-2008 and (v) 35,000 shares will vest on March 31, 2009 if the Company equals or exceeds certain other pre-determined financial targets for 2006-2008.
(2)	Represents shares beneficially owned as of June 1, 2006.
(3)	Represents average sale price. Shares sold at various prices ranging from $91.20 to $92.48.

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