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                                                                    Exhibit 4(e)

                            CASE CREDIT CORPORATION

                             OFFICERS' CERTIFICATE
                                      and
                                 COMPANY ORDER

     With respect to the proposed issuance and sale by Case Credit Corporation
(the "Company") from time to time of up to $1,000,000,000 aggregate principal
amount of the Company's Medium-Term Notes, Series B due from 9 months to 30
years from date of issue (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 thereto, 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, the "Resolutions"), reviewed the Actions of the
          Authorized Officers of Case Credit Corporation, dated July 27, 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 forms and terms of the Notes were established pursuant to the
          Actions of the Authorized Officers and the Resolutions.

     In accordance with the provisions of Section 3.3 of the Indenture, the
Trustee is hereby authorized and requested to authenticate from time to time
Notes in an aggregate principal amount not to exceed $1,000,000,000, and to
deliver such Notes in the manner set forth in the Indenture and the Medium-Term
Notes, Series B Administrative Procedures (as the same may be amended, modified
or revised from time to time) attached as Exhibit B to the Distribution
Agreement, dated as of July 27, 1998, by and among the
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Company and J.P. Morgan Securities Inc., BancAmerica Robertson Stephens, Chase
Securities Inc., Citicorp Securities, Inc., and NationsBanc Montgomery
Securities LLC upon receipt of instructions therefor from any one or more of the
following: the Company's Chairman of the Board, President and Chief Executive
Officer or Chief Financial Officer. Such instructions, which will include the
specific terms of the Notes, shall be transmitted to you by telephone (promptly
confirmed in writing) or by facsimile transmission. Notes to be completed,
authenticated and delivered upon original issuance from time to time shall be in
the forms of the Fixed Rate Note and Floating Rate Note attached hereto as
Exhibits A and B, respectively, or in such other forms as hereafter may be
designated.

     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 ___ day of July, 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

                                      -3-