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                                                                    Exhibit 4(d)

                            CASE CREDIT CORPORATION

                             OFFICERS' CERTIFICATE
                                      and
                                 COMPANY ORDER

     With respect to the issuance by Case Credit Corporation (the "Company") of
(a) $100,000,000 aggregate principal amount of its 6-1/8% Notes Due October 15,
2001 and (b) $100,000,000 aggregate principal amount of its Floating Rate Notes
Due January 21, 2000 (collectively, the "Notes"), on behalf of the Company,
Kenneth R. Gangl and Peter Hong, the undersigned officers of the Company,
certify pursuant to Sections 2.1, 3.1 and 3.3 of the Indenture, dated as of
October 1, 1997 (the "Indenture"), between the Company and The Bank of New York,
as Trustee (the "Trustee"), as follows:

     1. We have read Sections 2.1, 3.1 and 3.3 of the Indenture and the
        definitions therein relating hereto, reviewed the resolutions of the
        Board of Directors of the Company adopted on May 13, 1998 (attached as
        Exhibit C to the Secretary's Certificate of Case Credit Corporation of
        even date herewith), reviewed the Actions of the Authorized Officers of
        Case Credit Corporation, dated October 22, 1998 (attached as Exhibit D
        to the Secretary's Certificate of Case Credit Corporation of even date
        herewith, the "Actions of the Authorized Officers"), conferred with
        executive officers of the Company and, in our opinion, made such other
        examinations and investigations as are necessary to enable us to express
        an informed opinion as to whether Sections 2.1, 3.1 and 3.3 of the
        Indenture have been complied with.

     2. Based on the above-described examinations and investigations, in our
        opinion, all conditions precedent relating to the authentication and
        delivery of the Notes, including those conditions under Sections 2.1,
        3.1 and 3.3 of the Indenture, have been complied with.

     3. The terms of the Notes are set forth in the Actions of the Authorized
        Officers.

     4. In accordance with the provisions of Section 3.3 of the Indenture, the
        Trustee is hereby authorized and requested to authenticate the Notes and
        to deliver the Notes to or at the direction of Credit Suisse First
        Boston Corporation and Merrill Lynch, Pierce, Fenner & Smith
        Incorporated.

     Capitalized terms used herein and not otherwise defined herein shall have
the respective meanings assigned thereto in the Indenture.
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     IN WITNESS WHEREOF, on behalf of the Company, the undersigned have executed
this Officers' Certificate and Company Order as of this 22nd day of October,
1998.

                              CASE CREDIT CORPORATION


                              By: /s/ Kenneth R. Gangl
                                  --------------------------------
                                  Name:    Kenneth R. Gangl
                                  Title:   President and
                                           Chief Executive Officer
 

 
                              By: /s/ Peter Hong
                                  --------------------------------           
                                  Name:   Peter Hong
                                  Title:  Treasurer