Registration No. 333-______
                      SECURITIES AND EXCHANGE COMMISSION
                            Washington, D.C. 20549

                                   FORM S-8
                            REGISTRATION STATEMENT
                                     UNDER
                          THE SECURITIES ACT OF 1933


                            INGERSOLL-RAND COMPANY
            (Exact name of Registrant as specified in its charter)

          New Jersey                             13-5156640
   (State or other jurisdiction of        (I.R.S. Employer Identification
    incorporation or organization)                    Number)


                                P.O. Box 8738
                          Woodcliff Lake, NJ  07675
  (Address, including zip code, of Registrant's principal executive office)


                           Ingersoll-Rand Savings
                          and Stock Investment Plan

                     Ingersoll-Rand/Thermo King Savings
                          and Stock Investment Plan

                         Thermo King de Puerto Rico 
                           Retirement Savings Plan
                          (Full title of the Plans)

                          Patricia Nachtigal, Esq.
                     Vice President and General Counsel
                           Ingersoll-Rand Company
                                P.O. Box 8738
                      Woodcliff Lake, New Jersey 07675
                               (201) 573-0123
  (Name, address, including zip code, and telephone number, including area
                  code, of Registrant's agent for service)

                                 Copies to:
                            James M. Cotter, Esq.
                         Simpson Thacher & Bartlett
                            425 Lexington Avenue
                        New York, New York 10017-3954
                               (212) 455-2000


                        CALCULATION OF REGISTRATION FEE

                                            Proposed
                                            Maximum     Proposed
                                   Amount   Offering    Maximum    Amount of
                                   to be     Price     Aggregate   Registrat
    Title of Securities to be     Registe     Per       Offering    ion Fee
           Registered               red     Share(a)   Price (a)      (a)

Common Stock, par value        6,100,000     $41.53   $253,333,000   $74,733
         $2(b)(c)                                                   
<PAGE>
(a)  Pursuant to Rule 457(h)(l) under the Securities Act of 1933, the
     proposed maximum offering price per share, the proposed maximum
     aggregate offering price and the amount of registration fee have been
     computed on the basis of the average of the high and low prices of the
     Common Stock reported on the New York Stock Exchange Composite Tape on
     December 9, 1997.

(b)  5,000,000 shares issuable under the Ingersoll-Rand Savings and Stock
     Investment Plan, 1,000,000 shares issuable under the Ingersoll-
     Rand/Thermo King Savings and Stock Investment Plan and 100,000 shares
     issuable under the Thermo King de Puerto Rico Retirement Savings Plan.

(c)  Includes Preference Stock Purchase Rights which, prior to the occurrence
     of certain events will not be exercisable or evidenced separately from
     the Common Stock.
<PAGE>
                                    PART II

              INFORMATION REQUIRED IN THE REGISTRATION STATEMENT


Item 3. Incorporation of Documents by Reference

     The following documents filed by Ingersoll-Rand Company (the "Company"
or the "Registrant") (File  No. 1-985) with the Securities and Exchange
Commission (the "Commission") pursuant to the Securities Exchange Act of
1934, as amended (the "Exchange Act"), are hereby incorporated by reference
in this Registration Statement:

        (a)  Annual Report on Form 10-K for the fiscal year ended
     December 31, 1996.

        (b)  Quarterly Reports on Form 10-Q for the quarters ended March 31,
     1997, June 30, 1997 and September 30, 1997.

        (c)  Current Reports on Form 8-K dated September 12, 1997, October
     31, 1997, as amended by Form 8-K/A dated October 31, 1997, November 7,
     1997, November 19, 1997, November 19, 1997, November 20, 1997 and
     November 21, 1997.

        (d)  The description of the Company Common Stock contained in the
     Company's Registration Statement filed under Section 12 of the Exchange
     Act, including any amendments or reports filed for the purpose of
     updating such description.

        (e)  The description of the Company's Preferred Share Purchase Rights
     contained in the Company's Registration Statement on Form 8-A filed on
     December 12, 1988 as amended by Form 8A/A filed on December 15, 1994.

   All documents filed by the Company pursuant to Section 13(a), 13(c), 14
and 15(d) of the Exchange Act after the date of this Registration Statement
and prior to the filing of a post-effective amendment to this Registration
Statement indicating that all securities offered have been sold or which
deregisters all securities then remaining unsold, shall be deemed to be
incorporated by reference into this Registration Statement and to be part
hereof from the date of filing of such documents.  Any statement contained in
a document incorporated or deemed to be incorporated by reference herein
shall be deemed to be modified or superseded for purposes of this
Registration Statement to the extent that a statement contained herein or in
any subsequently filed document which also is or is deemed to be incorporated
by reference herein modifies or supersedes such statement.  Any such statement
so modified or superseded shall not be deemed, except as so modified or
superseded, to constitute a part of this Registration Statement.

Item 4. Description of Securities

     Not required.

Item 5. Interests of Named Experts and Counsel

   The financial statements incorporated in this Registration Statement by
reference to the Annual Report on Form 10-K of the Company for the year ended
December 31, 1996, have been so incorporated in reliance on the report of
Price Waterhouse LLP, independent accountants, given on the authority of said
firm as experts in auditing and accounting.

Item 6. Indemnification of Directors and Officers

   Article Seventh of the Company's Restated Certificate of Incorporation,
as amended, provides that, to the fullest extent permitted by the laws of the
State of New Jersey, directors of the Company shall not be personally liable
to the Company or its shareholders for damages for breach of any duty owed to
the Company or its shareholders, except that no such director or officer
shall be relieved from liability for any breach of duty based upon an act or
<PAGE>
omission (i) in breach of such person's duty of loyalty to the Company or its
shareholders, (ii) not in good faith or involving a knowing violation of law
or (iii) resulting in receipt by such person of an improper personal benefit.

   Article Seventh also provides that each person who was or is made a
party or is threatened to be made a party to or is involved in any pending,
threatened  or completed civil, criminal, administrative or arbitrative
action, suit or proceeding, by reason of his or her being or having been a
director or officer of the Company, or by reason of his or her being or
having been a director, officer, trustee, employee or agent of any other
corporation or of any partnership, joint venture, employee benefit plan or
other entity or enterprise, serving as such at the request of the Company,
shall be indemnified and held harmless by the Company to the fullest extent
permitted by the New Jersey Business Corporation Act (the "Act"), from and
against all reasonable costs, disbursements and attorneys' fees, and all
amounts paid or incurred in satisfaction of settlements, judgments, fines and
penalties, incurred or suffered in connection with any such proceeding, and
such indemnification shall continue as to a person who has ceased to be a
director, officer, trustee, employee or agent and shall inure to the benefit
of his or her heirs, executors, administrators and assigns; provided,
however, that there shall be no indemnification with respect to any
settlement of any proceeding unless the Company has given its prior consent
to such settlement or disposition.  This right to indemnification includes the
right to be paid by the Company the expenses incurred in connection with any
proceeding in advance of the final disposition of such proceeding as
authorized by the Board of Directors; provided, however, that, if the Act so
requires, the payment of such expenses shall be made only upon receipt by the
Company of an undertaking to repay all amounts so advanced unless it shall
ultimately be determined that such director or officer is entitled to be
indemnified.

   Article Seventh  also provides that the  right to indemnification
thereunder is a contract right and gives claimants certain rights with
respect to claims for indemnification not paid by the Company after 30 days
following a written request.  Finally, Article Seventh provides that the right
to indemnification and advancement of expenses provided thereby shall not
exclude or be exclusive of any other rights to which any person may be
entitled under a certificate of incorporation, by-law, agreement, vote of
shareholders or otherwise.

Item 7. Exemption from Registration Claimed

     Not applicable.

Item 8. Exhibits

     The following exhibits are filed as part of this Registration Statement:

     4(i)          Certificate of Amendment to Restated Certificate of
                   Incorporation of Ingersoll-Rand Company, filed August 20, 
                   1997.  Incorporated by reference to Exhibit 4.2 to 
                   Ingersoll-Rand Company Registration Statement on Form S-3, 
                   File No. 333-37019.

    4(ii)          Certificate of Amendment to Restated Certificate of
                   Incorporation of Ingersoll-Rand Company filed May 28, 1992.
                   Incorporated by reference to Exhibit 3(i) to Form 10-K of
                   Ingersoll-Rand Company for Fiscal Year Ended December 31, 
                   1993.

   4(iii)          Restated Certificate of Incorporation of Ingersoll-Rand 
                   Company as amended through May 28, 1992.  Incorporated by 
                   reference to Exhibit 3(ii) to Form 10-K of Ingersoll-Rand  
                   Company for Fiscal Year Ended December 31, 1993.

    4(iv)          By-Laws  of Ingersoll-Rand Company, as amended through 
                   September 1, 1997.  Incorporated by reference to Exhibit 4.3 
                   to Ingersoll-Rand Company Registration Statement on Form S-3,
                   File  No. 333-37019.
<PAGE>
     4(v)          Rights Agreement, dated as of December 7, 1988, as amended, 
                   by Amendment No. 1 thereto dated as of December 7, 1994.
                   Incorporated by reference to Exhibit 1 to Form 8-A of 
                   Ingersoll-Rand Company filed on December 12, 1988, and  
                   Exhibit 2 to Form 8-A/A of Ingersoll-Rand Company filed 
                   December 15, 1994.

     5             Opinion of Patricia Nachtigal, Esq.

     23.1          Consent of Price Waterhouse LLP

     23.2          Consent of Patricia Nachtigal, Esq. (included in the opinion
                   filed as Exhibit 5).

     24            Power of Attorney 

Item 9. Undertakings

The undersigned Registrant hereby undertakes:

(1)  To  file, during any period in which offers or sales are being made, a
post-effective amendment to this Registration Statement;

     (i)  to include any prospectus required by Section 10(a)(3) of the
Securities Act of 1933 (the "Act");

    (ii)  to reflect in the prospectus any facts or events arising after the
effective date of this Registration Statement (or the most recent post-
effective amendment thereof) which, individually or in the aggregate,
represent a fundamental change in the information set forth in this
Registration Statement (except to the extent the information required to be
included by clauses (i) or (ii) is contained in periodic reports filed by the
Company pursuant to Section 13 or 15(d) of the Exchange Act that are
incorporated by reference into this Registration Statement);

   (iii) to include any material information with respect to the plan of
distribution not previously disclosed in this Registration Statement or any
material change to such information in this Registration Statement.

(2) That, for the purposes of determining any liability under the Act, each
such post-effective amendment shall be deemed to be a new registration
statement relating to the securities offered therein, and the offering of
such securities at that time shall be deemed to be the initial bona fide
offering thereof.

(3)  To remove from registration by means of a post-effective amendment any
of the securities being registered which remain unsold at the termination of
the offering.

(4)  That, for purposes of determining any liability under the Act, each
filing of the Registrant's annual report pursuant to Section 13(a) or 15(d)
of the Exchange Act that is incorporated by reference in this Registration
Statement shall be deemed to be a new registration statement relating to the
securities offered therein, and the offering of such securities at that time
shall be deemed to be the initial bona fide offering thereof.

(5) Insofar as indemnification for liabilities arising under the Act may be
permitted to directors, officers and controlling persons of the Registrant
pursuant to the foregoing provisions, or otherwise, the Registrant has been
advised that in the opinion of the Commission such indemnification is against
public policy as expressed in the Act and is, therefore, unenforceable. In
the event that a claim for indemnification against such liabilities (other
than the payment by the Registrant of expenses incurred or paid by a
director, officer or controlling person of the Registrant in the successful
defense of any action, suit or proceeding) is asserted by such director,
officer or controlling person in connection with the securities being
registered, the Registrant will, unless in the opinion of its counsel the
matter has been settled by controlling precedent, submit to a court of
appropriate jurisdiction the question whether such indemnification by it is
against public policy as expressed in the Act and will be governed by the
final adjudication of such issue.
<PAGE>
                                  SIGNATURES

     Pursuant to the requirements of the Securities Act of 1933, the
Registrant certifies that it has reasonable grounds to believe that it meets
all of the requirements for filing on Form S-8 and has duly caused this
Registration Statement to be signed on its behalf by the undersigned,
thereunto duly authorized, in Woodcliff Lake, New Jersey, on this 12th day of
December, 1997.

                                            INGERSOLL-RAND COMPANY
                                                (Registrant)


                                            By /s/ James E. Perrella      
                                               James E. Perrella
                                                Chairman of the Board, 
                                                President and Chief 
                                                Executive Officer


     Pursuant to the requirements of the Securities Act of 1933, this
Registration Statement has been signed below by the following persons in the
capacities and on the date indicated.

     Signature                      Title                              Date

James E. Perrella*         Chairman of the Board, President,
James E. Perrella          Chief Executive Officer and
                           Director (Principal Executive
                           Officer)


Gerard V. Geraghty*        Vice President and Comptroller
Gerard V. Geraghty         (Principal Accounting and Principal
                           Financial Officer)

Joseph P. Flannery*        Director
Joseph P. Flannery


Constance J. Horner*       Director
Constance J. Horner


H. William Lichtenberger*  Director
H. William Lichtenberger

Theodore E. Martin*        Director
Theodore E. Martin

Orin R. Smith*             Director
Orin R. Smith

Richard J. Swift*          Director
Richard J. Swift
<PAGE>
J. Frank Travis*           Director
J. Frank Travis

Tony L. White*             Director
Tony L. White

*By /s/ Patricia Nachtigal
     Attorney-in-Fact                                         December 12, 1997

<PAGE>
                                     INDEX TO EXHIBITS

                                           
Exhibit                                 Description
Number 

4(i)               Certificate of Amendment to Restated Certificate of
                   Incorporation of Ingersoll-Rand Company, filed August 20,
                   1997.  Incorporated by reference to Exhibit 4.2 to
                   Ingersoll-Rand Company Registration Statement on Form S-3,
                   File No. 333-37019.

4(ii)              Certificate of Amendment to Restated Certificate of
                   Incorporation of Ingersoll-Rand Company filed May 28, 1992. 
                   Incorporated by reference to Exhibit 3(i) to Form 10-K of
                   Ingersoll-Rand Company for Fiscal Year Ended December 31,
                   1993.

4(iii)             Restated Certificate of Incorporation of Ingersoll-Rand     
                   Company as amended through May 28, 1992.  Incorporated by
                   reference to Exhibit 3(ii) to Form 10-K of Ingersoll-Rand
                   Company for Fiscal Year Ended December 31, 1993.

4(iv)              By-Laws of Ingersoll-Rand Company, as amended through
                   September 1, 1997.  Incorporated by reference to Exhibit
                   4.3 to Ingersoll-Rand Company Registration Statement on
                   Form S-3, File No. 333-37019.

4(v)               Rights Agreement, dated as of December 7, 1988, as amended, 
                   by Amendment No. 1 thereto dated as of December 7, 1994.
                   Incorporated by reference to Exhibit 1 to Form 8-A of
                   Ingersoll-Rand Company filed on December 12, 1988, and
                   Exhibit 2 to Form 8-A/A of Ingersoll-Rand Company filed
                   December 15, 1994.

5                  Opinion of Patricia Nachtigal, Esq.                         

23.1               Consent of Price Waterhouse LLP                             

23.2               Consent of Patricia Nachtigal, Esq. (included in the       
                   opinion filed as Exhibit 5).

24                 Power of Attorney
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Registration No. 333-______
                      SECURITIES AND EXCHANGE COMMISSION
                            Washington, D.C. 20549

                                   FORM S-8
                            REGISTRATION STATEMENT
                                     UNDER
                          THE SECURITIES ACT OF 1933

                            INGERSOLL-RAND COMPANY
            (Exact name of Registrant as specified in its charter)

          New Jersey                             13-5156640
   (State or other jurisdiction of        (I.R.S. Employer Identification
    incorporation or organization)                    Number)

                                P.O. Box 8738
                          Woodcliff Lake, NJ  07675
  (Address, including zip code, of Registrant's principal executive office)

                           Ingersoll-Rand Savings
                          and Stock Investment Plan

                     Ingersoll-Rand/Thermo King Savings
                          and Stock Investment Plan

                         Thermo King de Puerto Rico 
                           Retirement Savings Plan
                          (Full title of the Plans)

                          Patricia Nachtigal, Esq.
                     Vice President and General Counsel
                           Ingersoll-Rand Company
                                P.O. Box 8738
                      Woodcliff Lake, New Jersey 07675
                               (201) 573-0123
  (Name, address, including zip code, and telephone number, including area
                  code, of Registrant's agent for service)

                                 Copies to:
                            James M. Cotter, Esq.
                         Simpson Thacher & Bartlett
                            425 Lexington Avenue
                        New York, New York 10017-3954
                               (212) 455-2000

                        CALCULATION OF REGISTRATION FEE

                                            Proposed
                                            Maximum     Proposed
                                   Amount   Offering    Maximum    Amount of
                                   to be     Price     Aggregate   Registrat
    Title of Securities to be     Registe     Per       Offering    ion Fee
           Registered               red     Share(a)   Price (a)      (a)

Common Stock, par value        6,100,000     $41.53   $253,333,000   $74,733
         $2(b)(c)
(a)  Pursuant to Rule 457(h)(l) under the Securities Act of 1933, the
     proposed maximum offering price per share, the proposed maximum
     aggregate offering price and the amount of registration fee have been
     computed on the basis of the average of the high and low prices of the
     Common Stock reported on the New York Stock Exchange Composite Tape on
     December 9, 1997.

(b)  5,000,000 shares issuable under the Ingersoll-Rand Savings and Stock
     Investment Plan, 1,000,000 shares issuable under the Ingersoll-
     Rand/Thermo King Savings and Stock Investment Plan and 100,000 shares
     issuable under the Thermo King de Puerto Rico Retirement Savings Plan.

(c)  Includes Preference Stock Purchase Rights which, prior to the occurrence
     of certain events will not be exercisable or evidenced separately from
     the Common Stock.
PART II

              INFORMATION REQUIRED IN THE REGISTRATION STATEMENT

Item 3. Incorporation of Documents by Reference

     The following documents filed by Ingersoll-Rand Company (the "Company"
or the "Registrant") (File  No. 1-985) with the Securities and Exchange
Commission (the "Commission") pursuant to the Securities Exchange Act of
1934, as amended (the "Exchange Act"), are hereby incorporated by reference
in this Registration Statement:

        (a)  Annual Report on Form 10-K for the fiscal year ended
     December 31, 1996.

        (b)  Quarterly Reports on Form 10-Q for the quarters ended March 31,
     1997, June 30, 1997 and September 30, 1997.

        (c)  Current Reports on Form 8-K dated September 12, 1997, October
     31, 1997, as amended by Form 8-K/A dated October 31, 1997, November 7,
     1997, November 19, 1997, November 19, 1997, November 20, 1997 and
     November 21, 1997.

        (d)  The description of the Company Common Stock contained in the
     Company's Registration Statement filed under Section 12 of the Exchange
     Act, including any amendments or reports filed for the purpose of
     updating such description.

        (e)  The description of the Company's Preferred Share Purchase Rights
     contained in the Company's Registration Statement on Form 8-A filed on
     December 12, 1988 as amended by Form 8A/A filed on December 15, 1994.

   All documents filed by the Company pursuant to Section 13(a), 13(c), 14
and 15(d) of the Exchange Act after the date of this Registration Statement
and prior to the filing of a post-effective amendment to this Registration
Statement indicating that all securities offered have been sold or which
deregisters all securities then remaining unsold, shall be deemed to be
incorporated by reference into this Registration Statement and to be part
hereof from the date of filing of such documents.  Any statement contained in
a document incorporated or deemed to be incorporated by reference herein
shall be deemed to be modified or superseded for purposes of this
Registration Statement to the extent that a statement contained herein or in
any subsequently filed document which also is or is deemed to be incorporated
by reference herein modifies or supersedes such statement.  Any such statement
so modified or superseded shall not be deemed, except as so modified or
superseded, to constitute a part of this Registration Statement.

Item 4. Description of Securities

     Not required.

Item 5. Interests of Named Experts and Counsel

   The financial statements incorporated in this Registration Statement by
reference to the Annual Report on Form 10-K of the Company for the year ended
December 31, 1996, have been so incorporated in reliance on the report of
Price Waterhouse LLP, independent accountants, given on the authority of said
firm as experts in auditing and accounting.

Item 6. Indemnification of Directors and Officers

   Article Seventh of the Company's Restated Certificate of Incorporation,
as amended, provides that, to the fullest extent permitted by the laws of the
State of New Jersey, directors of the Company shall not be personally liable
to the Company or its shareholders for damages for breach of any duty owed to
the Company or its shareholders, except that no such director or officer
shall be relieved from liability for any breach of duty based upon an act or
omission (i) in breach of such person's duty of loyalty to the Company or its
shareholders, (ii) not in good faith or involving a knowing violation of law
or (iii) resulting in receipt by such person of an improper personal benefit.

   Article Seventh also provides that each person who was or is made a
party or is threatened to be made a party to or is involved in any pending,
threatened  or completed civil, criminal, administrative or arbitrative
action, suit or proceeding, by reason of his or her being or having been a
director or officer of the Company, or by reason of his or her being or
having been a director, officer, trustee, employee or agent of any other
corporation or of any partnership, joint venture, employee benefit plan or
other entity or enterprise, serving as such at the request of the Company,
shall be indemnified and held harmless by the Company to the fullest extent
permitted by the New Jersey Business Corporation Act (the "Act"), from and
against all reasonable costs, disbursements and attorneys' fees, and all
amounts paid or incurred in satisfaction of settlements, judgments, fines and
penalties, incurred or suffered in connection with any such proceeding, and
such indemnification shall continue as to a person who has ceased to be a
director, officer, trustee, employee or agent and shall inure to the benefit
of his or her heirs, executors, administrators and assigns; provided,
however, that there shall be no indemnification with respect to any
settlement of any proceeding unless the Company has given its prior consent
to such settlement or disposition.  This right to indemnification includes the
right to be paid by the Company the expenses incurred in connection with any
proceeding in advance of the final disposition of such proceeding as
authorized by the Board of Directors; provided, however, that, if the Act so
requires, the payment of such expenses shall be made only upon receipt by the
Company of an undertaking to repay all amounts so advanced unless it shall
ultimately be determined that such director or officer is entitled to be
indemnified.

   Article Seventh  also provides that the  right to indemnification
thereunder is a contract right and gives claimants certain rights with
respect to claims for indemnification not paid by the Company after 30 days
following a written request.  Finally, Article Seventh provides that the right
to indemnification and advancement of expenses provided thereby shall not
exclude or be exclusive of any other rights to which any person may be
entitled under a certificate of incorporation, by-law, agreement, vote of
shareholders or otherwise.

Item 7. Exemption from Registration Claimed

     Not applicable.

Item 8. Exhibits

     The following exhibits are filed as part of this Registration Statement:

     4(i)          Certificate of Amendment to Restated Certificate of
                   Incorporation of Ingersoll-Rand Company, filed August 20, 
                   1997.  Incorporated by reference to Exhibit 4.2 to 
                   Ingersoll-Rand Company Registration Statement on Form S-3, 
                   File No. 333-37019.

    4(ii)          Certificate of Amendment to Restated Certificate of
                   Incorporation of Ingersoll-Rand Company filed May 28, 1992.
                   Incorporated by reference to Exhibit 3(i) to Form 10-K of
                   Ingersoll-Rand Company for Fiscal Year Ended December 31, 
                   1993.

   4(iii)          Restated Certificate of Incorporation of Ingersoll-Rand 
                   Company as amended through May 28, 1992.  Incorporated by 
                   reference to Exhibit 3(ii) to Form 10-K of Ingersoll-Rand  
                   Company for Fiscal Year Ended December 31, 1993.

    4(iv)          By-Laws  of Ingersoll-Rand Company, as amended through 
                   September 1, 1997.  Incorporated by reference to Exhibit 4.3 
                   to Ingersoll-Rand Company Registration Statement on Form S-3,
                   File  No. 333-37019.
4(v)          Rights Agreement, dated as of December 7, 1988, as amended, 
                   by Amendment No. 1 thereto dated as of December 7, 1994.
                   Incorporated by reference to Exhibit 1 to Form 8-A of 
                   Ingersoll-Rand Company filed on December 12, 1988, and  
                   Exhibit 2 to Form 8-A/A of Ingersoll-Rand Company filed 
                   December 15, 1994.

     5             Opinion of Patricia Nachtigal, Esq.

     23.1          Consent of Price Waterhouse LLP

     23.2          Consent of Patricia Nachtigal, Esq. (included in the opinion
                   filed as Exhibit 5).

     24            Power of Attorney 

Item 9. Undertakings

The undersigned Registrant hereby undertakes:

(1)  To  file, during any period in which offers or sales are being made, a
post-effective amendment to this Registration Statement;

     (i)  to include any prospectus required by Section 10(a)(3) of the
Securities Act of 1933 (the "Act");

    (ii)  to reflect in the prospectus any facts or events arising after the
effective date of this Registration Statement (or the most recent post-
effective amendment thereof) which, individually or in the aggregate,
represent a fundamental change in the information set forth in this
Registration Statement (except to the extent the information required to be
included by clauses (i) or (ii) is contained in periodic reports filed by the
Company pursuant to Section 13 or 15(d) of the Exchange Act that are
incorporated by reference into this Registration Statement);

   (iii) to include any material information with respect to the plan of
distribution not previously disclosed in this Registration Statement or any
material change to such information in this Registration Statement.

(2) That, for the purposes of determining any liability under the Act, each
such post-effective amendment shall be deemed to be a new registration
statement relating to the securities offered therein, and the offering of
such securities at that time shall be deemed to be the initial bona fide
offering thereof.

(3)  To remove from registration by means of a post-effective amendment any
of the securities being registered which remain unsold at the termination of
the offering.

(4)  That, for purposes of determining any liability under the Act, each
filing of the Registrant's annual report pursuant to Section 13(a) or 15(d)
of the Exchange Act that is incorporated by reference in this Registration
Statement shall be deemed to be a new registration statement relating to the
securities offered therein, and the offering of such securities at that time
shall be deemed to be the initial bona fide offering thereof.

(5) Insofar as indemnification for liabilities arising under the Act may be
permitted to directors, officers and controlling persons of the Registrant
pursuant to the foregoing provisions, or otherwise, the Registrant has been
advised that in the opinion of the Commission such indemnification is against
public policy as expressed in the Act and is, therefore, unenforceable. In
the event that a claim for indemnification against such liabilities (other
than the payment by the Registrant of expenses incurred or paid by a
director, officer or controlling person of the Registrant in the successful
defense of any action, suit or proceeding) is asserted by such director,
officer or controlling person in connection with the securities being
registered, the Registrant will, unless in the opinion of its counsel the
matter has been settled by controlling precedent, submit to a court of
appropriate jurisdiction the question whether such indemnification by it is
against public policy as expressed in the Act and will be governed by the
final adjudication of such issue.
SIGNATURES

     Pursuant to the requirements of the Securities Act of 1933, the
Registrant certifies that it has reasonable grounds to believe that it meets
all of the requirements for filing on Form S-8 and has duly caused this
Registration Statement to be signed on its behalf by the undersigned,
thereunto duly authorized, in Woodcliff Lake, New Jersey, on this 12th day of
December, 1997.

                                            INGERSOLL-RAND COMPANY
                                                (Registrant)

                                            By /s/ James E. Perrella      
                                               James E. Perrella
                                                Chairman of the Board, 
                                                President and Chief 
                                                Executive Officer

     Pursuant to the requirements of the Securities Act of 1933, this
Registration Statement has been signed below by the following persons in the
capacities and on the date indicated.

     Signature                      Title                              Date

James E. Perrella*         Chairman of the Board, President,
James E. Perrella          Chief Executive Officer and
                           Director (Principal Executive
                           Officer)

Gerard V. Geraghty*        Vice President and Comptroller
Gerard V. Geraghty         (Principal Accounting and Principal
                           Financial Officer)

Joseph P. Flannery*        Director
Joseph P. Flannery

Constance J. Horner*       Director
Constance J. Horner

H. William Lichtenberger*  Director
H. William Lichtenberger

Theodore E. Martin*        Director
Theodore E. Martin

Orin R. Smith*             Director
Orin R. Smith

Richard J. Swift*          Director
Richard J. Swift
J. Frank Travis*           Director
J. Frank Travis

Tony L. White*             Director
Tony L. White

*By /s/ Patricia Nachtigal
     Attorney-in-Fact                                         December 12, 1997
INDEX TO EXHIBITS

                                           
Exhibit                                 Description
Number 

4(i)               Certificate of Amendment to Restated Certificate of
                   Incorporation of Ingersoll-Rand Company, filed August 20,
                   1997.  Incorporated by reference to Exhibit 4.2 to
                   Ingersoll-Rand Company Registration Statement on Form S-3,
                   File No. 333-37019.

4(ii)              Certificate of Amendment to Restated Certificate of
                   Incorporation of Ingersoll-Rand Company filed May 28, 1992. 
                   Incorporated by reference to Exhibit 3(i) to Form 10-K of
                   Ingersoll-Rand Company for Fiscal Year Ended December 31,
                   1993.

4(iii)             Restated Certificate of Incorporation of Ingersoll-Rand     
                   Company as amended through May 28, 1992.  Incorporated by
                   reference to Exhibit 3(ii) to Form 10-K of Ingersoll-Rand
                   Company for Fiscal Year Ended December 31, 1993.

4(iv)              By-Laws of Ingersoll-Rand Company, as amended through
                   September 1, 1997.  Incorporated by reference to Exhibit
                   4.3 to Ingersoll-Rand Company Registration Statement on
                   Form S-3, File No. 333-37019.

4(v)               Rights Agreement, dated as of December 7, 1988, as amended, 
                   by Amendment No. 1 thereto dated as of December 7, 1994.
                   Incorporated by reference to Exhibit 1 to Form 8-A of
                   Ingersoll-Rand Company filed on December 12, 1988, and
                   Exhibit 2 to Form 8-A/A of Ingersoll-Rand Company filed
                   December 15, 1994.

5                  Opinion of Patricia Nachtigal, Esq.                         

23.1               Consent of Price Waterhouse LLP                             

23.2               Consent of Patricia Nachtigal, Esq. (included in the       
                   opinion filed as Exhibit 5).

24                 Power of Attorney