Registration No. 33-________
                                    UNITED STATES
                          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 charter)

                    New Jersey                         13-5156640
          (State or other jurisdiction of              (I.R.S. Employer
          incorporation or organization)               Identification No.)

                   P.O. Box 8738, Woodcliff Lake, New Jersey 07675
             (Address of principal executive offices, including zip code)

                 Ingersoll-Rand Company Incentive Stock Plan of 1995*
                               (Full title of the plan)

                               PATRICIA NACHTIGAL, ESQ.
                          Vice President and General Counsel
                                Ingersoll-Rand Company
                                    P.O. Box 8738
                           Woodcliff Lake, New Jersey 07675
                       (Name and address of agent for service)

                                    (201) 573-0123
            (Telephone number, including area code, of agent for service)

                           CALCULATION OF REGISTRATION FEE

          Title of securities to be
            registered:                      Common Stock, par value $2

          Amount to be registered:           6,000,000 shares

          Proposed maximum offering 
            price per share**:               $39.4375

          Proposed maximum aggregate
            offering price**:                $236,625,000

          Amount of registration fee:        $81,595

          *    This Registration Statement also includes a post-effective
               amendment to Registration Statement No. 2-67834 for the
               purpose of terminating such Registration Statement.
          **   Estimated solely for the purpose of determining the
               registration fee (based on the average of the high and low
               prices reported in the consolidated reporting system on
               February 1, 1996).

          Pursuant to Rule 429 under the Securities Act of 1933, as
          amended, the Prospectus included herein constitutes a combined
          prospectus relating to 2,764,155 shares of Common Stock
          registered pursuant to Registration No. 33-35229 and to 166,100
          shares of Common Stock registered pursuant to Registration No. 2-
          98258.


                                INGERSOLL-RAND COMPANY
                             INCENTIVE STOCK PLAN OF 1980
                                     Termination


               On April 24, 1980, the shareholders of Ingersoll-Rand
          Company (the "Company") approved the issuance of up to 800,000
          shares of common stock of the Company under the Incentive Stock
          Plan of 1980 of the Company (the "1980 Plan").  A Registration
          Statement (Registration No. 2-67834) (the "Registration
          Statement") covering the shares issuable under the 1980 Plan has
          been in effect continuously since June 9, 1980.  By virtue of a
          five-for-two split of the Common Stock of the Company (made in
          the form of a stock dividend), effective July 10, 1987, the
          number of shares issuable under the 1980 Plan and covered by the
          Registration Statement was increased by 1,200,000 and, by virtue
          of a two-for-one split of the Common Stock (made in the form of a
          stock dividend), effective June 1, 1992, the number of shares
          issuable under the 1980 Plan and covered by the Registration
          Statement was further increased by 2,000,000.  Stock incentives
          relating to a total of 3,459,330 shares were exercised by holders
          of stock incentives granted under the 1980 Plan.

               Pursuant to the terms of the 1980 Plan, the authority of the
          Company to grant additional stock incentives expired on April 30,
          1985.  The last remaining unexercised stock incentives which were
          outstanding under the 1980 Plan were exercised on January 13,
          1994.

               By the filing of this Post-Effective Amendment to the
          Registration Statement, all 540,670 shares remaining under
          expired and unexercised stock incentives or as to which stock
          incentives were not granted are removed from registration.


                                       PART II
                  INFORMATION REQUIRED IN THE REGISTRATION STATEMENT

          Item 3.  Incorporation of Documents by Reference.

               The following documents filed with the Securities and
          Exchange Commission by Ingersoll-Rand Company (the "Company") are
          hereby incorporated in this Registration Statement by reference:

               (a)  The Company's Annual Report on Form 10-K for the fiscal
          year ended December 31, 1994.

               (b)  The Company's Quarterly Report on Form 10-Q for the
          quarter ended March 31, 1995.

               (c)  The Company's Quarterly Report on Form 10-Q for the
          quarter ended June 30, 1995.

               (d)  The Company's Quarterly Report on Form 10-Q for the
          quarter ended September 30, 1995.

               (e)  The Company's Current Report on Form 8-K dated May 25,
          1995, as amended.

               (f)  The Company's Current Report on Form 8-K dated June 5,
          1995.

               (g)  The Company's Current Report on Form 8-K dated July 17,
          1995.

               All documents filed by the Company pursuant to Sections
          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 which indicates that all securities offered
          have been sold or which deregisters all securities then remaining
          unsold, shall be deemed to be incorporated by reference in this
          Registration Statement and to be a part hereof from the date of
          filing 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 other 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 applicable.

          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, 1994, 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.
                                         II-1

          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 owned 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.

                                        II-2


          Item 7.  Exemption from Registration Claimed.

               Not applicable.

          Item 8.  Exhibits.

               4.1.  Restated Certificate of Incorporation of Ingersoll-
          Rand Company, as amended through May 28, 1992 (Incorporated by
          reference to Form 10-K of Ingersoll-Rand Company for fiscal year
          ended December 31, 1993).

               4.2.  By-Laws of Ingersoll-Rand Company, as amended through 
          August 1, 1995.

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

               4.4.  Ingersoll-Rand Company Incentive Stock Plan of 1995
          (Incorporated by reference from Exhibit A to the Company's Proxy
          Statement for its Annual Meeting held on April 27, 1995).

                 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.*

          *  Filed herewith

          Item 9.  Undertakings.

               (a)   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 "Securities Act");


                                        II-3


                          (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;

                          (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 set forth in this Registration
                                 Statement;

                     provided, however, that the undertakings set forth in
                     paragraphs (i) and (ii) above do not apply if the
                     information required to be included in a post-
                     effective amendment by those paragraphs is contained
                     in periodic reports filed by the Registrant pursuant
                     to Section 13 or Section 15(d) of the Securities
                     Exchange Act of 1934 (the "Exchange Act") that are
                     incorporated by reference in this Registration
                     Statement.

                     (2)  That, for the purpose of determining any
                     liability under the Securities 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.

                     (b)  The undersigned Registrant hereby undertakes
                     that, for purposes of determining any liability under
                     the Securities Act, each filing of the Registrant's
                     annual report pursuant to Section 13(a) or Section
                     15(d) of the Exchange Act (and, where applicable, each
                     filing of any employee benefit plan's annual report
                     pursuant to Section 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 herein,
                     and the offering of such securities at that time shall
                     be deemed to the initial bona fide offering thereof.

                                         II-4

                     (h)  Insofar as indemnification for liabilities
                     arising under the Securities Act may be permitted to
                     directors, officers or controlling persons of the
                     Registrant pursuant to the foregoing provisions, or
                     otherwise, the Registrant has been advised that in the
                     opinion of the Securities and Exchange Commission such
                     indemnification is against public policy as expressed
                     in the Securities 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 against the Registrant 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 policy as
                     expressed in the Securities Act and will be governed
                     by the final adjudication of such issue.


                                      SIGNATURES

          Pursuant to the requirements of the Securities Act of 1933,
          Ingersoll-Rand Company 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 9 day of
          February, 1996.


                                 INGERSOLL-RAND COMPANY


                                 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 indicated on February 9,
          1996.

                                         II-5


               Signature                             Title


          /s/ JAMES E. PERRELLA          Chairman of the Board, President,
          (James E. Perrella)            Chief Executive Officer and
                                         Director (Principal Executive
                                         Officer)


          /s/ THOMAS F. McBRIDE          Senior Vice President and Chief
          (Thomas F. McBride)            Financial Officer (Principal
                                         Financial Officer)      


          /s/ RICHARD A. SPOHN           Controller - Accounting and
          (Richard A. Spohn)             Reporting (Principal Accounting
                                         Officer)



          /s/ THEODORE H. BLACK*         Director
          (Theodore H. Black)


          /s/ BRENDAN T. BYRNE*          Director
          (Brendan T. Byrne)


          /s/ JOSEPH P. FLANNERY*        Director
          (Joseph P. Flannery)


          /s/ CONSTANCE J. HORNER*       Director
          (Constance J. Horner)


          /s/ H. WILLIAM LICHTENBERGER*  Director
          (H. William Lichtenberger)


          /s/ JOHN E. PHIPPS*            Director
          (John E. Phipps)


          /s/ CEDRIC E. RITCHIE*         Director
          (Cedric E. Ritchie)


          /s/ ORIN R. SMITH*             Director
          (Orin R. Smith)


          /s/ RICHARD W. SWIFT*          Director
          (Richard W. Swift)


          *By:   /s/  THOMAS F. McBRIDE   
                  (Thomas F. McBride),
                    Attorney-in-Fact
                                         II-6



                                    EXHIBIT INDEX


               4.1.  Restated Certificate of Incorporation of Ingersoll-
          Rand Company, as amended through May 28, 1992 (Incorporated by
          reference to Form 10-K of Ingersoll-Rand Company for fiscal year
          ended December 31, 1993).

               4.2.  By-Laws of Ingersoll-Rand Company, as amended through 
          August 1, 1995.

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

               4.4.  Ingersoll-Rand Company Incentive Stock Plan of 1995
          (Incorporated by reference from Exhibit A to the Company's Proxy
          Statement for its Annual Meeting held on April 27, 1995).

               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.*

          *  Filed herewith

                                         II-7
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Registration No. 33-________
                                    UNITED STATES
                          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 charter)

                    New Jersey                         13-5156640
          (State or other jurisdiction of              (I.R.S. Employer
          incorporation or organization)               Identification No.)

                   P.O. Box 8738, Woodcliff Lake, New Jersey 07675
             (Address of principal executive offices, including zip code)

                 Ingersoll-Rand Company Incentive Stock Plan of 1995*
                               (Full title of the plan)

                               PATRICIA NACHTIGAL, ESQ.
                          Vice President and General Counsel
                                Ingersoll-Rand Company
                                    P.O. Box 8738
                           Woodcliff Lake, New Jersey 07675
                       (Name and address of agent for service)

                                    (201) 573-0123
            (Telephone number, including area code, of agent for service)

                           CALCULATION OF REGISTRATION FEE

          Title of securities to be
            registered:                      Common Stock, par value $2

          Amount to be registered:           6,000,000 shares

          Proposed maximum offering 
            price per share**:               $39.4375

          Proposed maximum aggregate
            offering price**:                $236,625,000

          Amount of registration fee:        $81,595

          *    This Registration Statement also includes a post-effective
               amendment to Registration Statement No. 2-67834 for the
               purpose of terminating such Registration Statement.
          **   Estimated solely for the purpose of determining the
               registration fee (based on the average of the high and low
               prices reported in the consolidated reporting system on
               February 1, 1996).

          Pursuant to Rule 429 under the Securities Act of 1933, as
          amended, the Prospectus included herein constitutes a combined
          prospectus relating to 2,764,155 shares of Common Stock
          registered pursuant to Registration No. 33-35229 and to 166,100
          shares of Common Stock registered pursuant to Registration No. 2-
          98258.

                                INGERSOLL-RAND COMPANY
                             INCENTIVE STOCK PLAN OF 1980
                                     Termination

               On April 24, 1980, the shareholders of Ingersoll-Rand
          Company (the "Company") approved the issuance of up to 800,000
          shares of common stock of the Company under the Incentive Stock
          Plan of 1980 of the Company (the "1980 Plan").  A Registration
          Statement (Registration No. 2-67834) (the "Registration
          Statement") covering the shares issuable under the 1980 Plan has
          been in effect continuously since June 9, 1980.  By virtue of a
          five-for-two split of the Common Stock of the Company (made in
          the form of a stock dividend), effective July 10, 1987, the
          number of shares issuable under the 1980 Plan and covered by the
          Registration Statement was increased by 1,200,000 and, by virtue
          of a two-for-one split of the Common Stock (made in the form of a
          stock dividend), effective June 1, 1992, the number of shares
          issuable under the 1980 Plan and covered by the Registration
          Statement was further increased by 2,000,000.  Stock incentives
          relating to a total of 3,459,330 shares were exercised by holders
          of stock incentives granted under the 1980 Plan.

               Pursuant to the terms of the 1980 Plan, the authority of the
          Company to grant additional stock incentives expired on April 30,
          1985.  The last remaining unexercised stock incentives which were
          outstanding under the 1980 Plan were exercised on January 13,
          1994.

               By the filing of this Post-Effective Amendment to the
          Registration Statement, all 540,670 shares remaining under
          expired and unexercised stock incentives or as to which stock
          incentives were not granted are removed from registration.

                                       PART II
                  INFORMATION REQUIRED IN THE REGISTRATION STATEMENT

          Item 3.  Incorporation of Documents by Reference.

               The following documents filed with the Securities and
          Exchange Commission by Ingersoll-Rand Company (the "Company") are
          hereby incorporated in this Registration Statement by reference:

               (a)  The Company's Annual Report on Form 10-K for the fiscal
          year ended December 31, 1994.

               (b)  The Company's Quarterly Report on Form 10-Q for the
          quarter ended March 31, 1995.

               (c)  The Company's Quarterly Report on Form 10-Q for the
          quarter ended June 30, 1995.

               (d)  The Company's Quarterly Report on Form 10-Q for the
          quarter ended September 30, 1995.

               (e)  The Company's Current Report on Form 8-K dated May 25,
          1995, as amended.

               (f)  The Company's Current Report on Form 8-K dated June 5,
          1995.

               (g)  The Company's Current Report on Form 8-K dated July 17,
          1995.

               All documents filed by the Company pursuant to Sections
          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 which indicates that all securities offered
          have been sold or which deregisters all securities then remaining
          unsold, shall be deemed to be incorporated by reference in this
          Registration Statement and to be a part hereof from the date of
          filing 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 other 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 applicable.

          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, 1994, 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.
                                         II-1

          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 owned 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.

                                        II-2

          Item 7.  Exemption from Registration Claimed.

               Not applicable.

          Item 8.  Exhibits.

               4.1.  Restated Certificate of Incorporation of Ingersoll-
          Rand Company, as amended through May 28, 1992 (Incorporated by
          reference to Form 10-K of Ingersoll-Rand Company for fiscal year
          ended December 31, 1993).

               4.2.  By-Laws of Ingersoll-Rand Company, as amended through 
          August 1, 1995.

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

               4.4.  Ingersoll-Rand Company Incentive Stock Plan of 1995
          (Incorporated by reference from Exhibit A to the Company's Proxy
          Statement for its Annual Meeting held on April 27, 1995).

                 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.*

          *  Filed herewith

          Item 9.  Undertakings.

               (a)   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 "Securities Act");

                                        II-3

                          (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;

                          (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 set forth in this Registration
                                 Statement;

                     provided, however, that the undertakings set forth in
                     paragraphs (i) and (ii) above do not apply if the
                     information required to be included in a post-
                     effective amendment by those paragraphs is contained
                     in periodic reports filed by the Registrant pursuant
                     to Section 13 or Section 15(d) of the Securities
                     Exchange Act of 1934 (the "Exchange Act") that are
                     incorporated by reference in this Registration
                     Statement.

                     (2)  That, for the purpose of determining any
                     liability under the Securities 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.

                     (b)  The undersigned Registrant hereby undertakes
                     that, for purposes of determining any liability under
                     the Securities Act, each filing of the Registrant's
                     annual report pursuant to Section 13(a) or Section
                     15(d) of the Exchange Act (and, where applicable, each
                     filing of any employee benefit plan's annual report
                     pursuant to Section 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 herein,
                     and the offering of such securities at that time shall
                     be deemed to the initial bona fide offering thereof.

                                         II-4

                     (h)  Insofar as indemnification for liabilities
                     arising under the Securities Act may be permitted to
                     directors, officers or controlling persons of the
                     Registrant pursuant to the foregoing provisions, or
                     otherwise, the Registrant has been advised that in the
                     opinion of the Securities and Exchange Commission such
                     indemnification is against public policy as expressed
                     in the Securities 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 against the Registrant 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 policy as
                     expressed in the Securities Act and will be governed
                     by the final adjudication of such issue.

                                      SIGNATURES

          Pursuant to the requirements of the Securities Act of 1933,
          Ingersoll-Rand Company 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 9 day of
          February, 1996.

                                 INGERSOLL-RAND COMPANY

                                 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 indicated on February 9,
          1996.

                                         II-5

               Signature                             Title

          /s/ JAMES E. PERRELLA          Chairman of the Board, President,
          (James E. Perrella)            Chief Executive Officer and
                                         Director (Principal Executive
                                         Officer)

          /s/ THOMAS F. McBRIDE          Senior Vice President and Chief
          (Thomas F. McBride)            Financial Officer (Principal
                                         Financial Officer)      

          /s/ RICHARD A. SPOHN           Controller - Accounting and
          (Richard A. Spohn)             Reporting (Principal Accounting
                                         Officer)

          /s/ THEODORE H. BLACK*         Director
          (Theodore H. Black)

          /s/ BRENDAN T. BYRNE*          Director
          (Brendan T. Byrne)

          /s/ JOSEPH P. FLANNERY*        Director
          (Joseph P. Flannery)

          /s/ CONSTANCE J. HORNER*       Director
          (Constance J. Horner)

          /s/ H. WILLIAM LICHTENBERGER*  Director
          (H. William Lichtenberger)

          /s/ JOHN E. PHIPPS*            Director
          (John E. Phipps)

          /s/ CEDRIC E. RITCHIE*         Director
          (Cedric E. Ritchie)

          /s/ ORIN R. SMITH*             Director
          (Orin R. Smith)

          /s/ RICHARD W. SWIFT*          Director
          (Richard W. Swift)

          *By:   /s/  THOMAS F. McBRIDE   
                  (Thomas F. McBride),
                    Attorney-in-Fact
                                         II-6

                                    EXHIBIT INDEX

               4.1.  Restated Certificate of Incorporation of Ingersoll-
          Rand Company, as amended through May 28, 1992 (Incorporated by
          reference to Form 10-K of Ingersoll-Rand Company for fiscal year
          ended December 31, 1993).

               4.2.  By-Laws of Ingersoll-Rand Company, as amended through 
          August 1, 1995.

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

               4.4.  Ingersoll-Rand Company Incentive Stock Plan of 1995
          (Incorporated by reference from Exhibit A to the Company's Proxy
          Statement for its Annual Meeting held on April 27, 1995).

               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.*

          *  Filed herewith

                                         II-7