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                 (I.R.S. Employer
of incorporation or organization)            Identification Number)

                            P. O. Box 8738
                       Woodcliff Lake, NJ  07675
                                   
   (Address, including zip code, of Registrant's principal executive
                                office)
                                   
                        Ingersoll-Rand Company
                          Incentive Stock Plan
                                of 1998
                       (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
                            (201) 573-0123
  (Name, address, including zip code, and telephone number, including
             area code, of Registrant's agent for service)
                            _______________
                                   
                                   
                                   
                                   
                                   
                                   
                                   
                                   
                    CALCULATION OF REGISTRATION FEE
                                   

Proposed                        Proposed
                                Maximum      Maximum
                     Amount     Offering     Aggregate   Amount of
Title of Securities  to be      Price Per    Offering    Registration
 to be Registered    Registered Share (a)    Price (a)   Fee (a)

Common Stock, par    13,000,000   $44.31   $576,030,000  $160,137
    value $2(b)
                                   
                                   
                                   
(a)  Pursuant to Rule 457(h)(1) 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  November  10, 1998.

(b)  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, 1997.

  (b)  Quarterly Reports on Form 10-Q for the quarters ended March
       31, 1998, June 30, 1998 and September 30, 1998.

  (c)  Current Reports on Form 8-K dated March 9, 1998, March 25,
       1998 and November 9, 1998.

  (d)  The description of the Company's 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 descriptions 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, and the Company's Registration Statement on Form
       8-A filed on November 9, 1998.

  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, 1997, have been so incorporated in reliance on
the report of PricewaterhouseCoopers 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 advancements of expenses
provided thereby shall not exclude or be exclusive of any other rights
to which any person may be entitled under a certification 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.

4(vi)          Rights Agreement, dated as of November 9, 1998.
               Incorporated by reference to Exhibit 1 to Form 8-A/A of
               Ingersoll-Rand Company filed on November 13, 1998.

5              Opinion of Patricia Nachtigal, Esq.

23.1           Consent of PricewaterhouseCoopers LLP

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

24             Powers 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 13th day of November, 1998.

                                   INGERSOLL-RAND COMPANY
                                        (Registrant)



                                   By 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,
James E. Perrella             President, Chief Executive
                              Officer and Director
                              (Principal Executive Officer)


David W. Devonshire*          Senior Vice President and
David W. Devonshire           Chief Financial Officer
                              (Principal Financial Officer)


Steven R. Shawley*            Controller (Principal
Steven R. Shawley             Accounting 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


Peter C. Godsoe*              Director
Peter C. Godsoe


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                          November 13, 1998
   Attorney-in-Fact




                           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.

4(vi)     Rights   Agreement,   dated  as   of   November   9,   1998.
          Incorporated  by reference to Exhibit 1 for  Form  8-A/A  of
          Ingersoll-Rand Company filed on November 13, 1998.

5         Opinion of Patricia Nachtigal, Esq.

23.1      Consent of PricewaterhouseCoopers  LLP

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

24        Powers 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                 (I.R.S. Employer
of incorporation or organization)            Identification Number)

                            P. O. Box 8738
                       Woodcliff Lake, NJ  07675
                                   
   (Address, including zip code, of Registrant's principal executive
                                office)
                                   
                        Ingersoll-Rand Company
                          Incentive Stock Plan
                                of 1998
                       (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
                            (201) 573-0123
  (Name, address, including zip code, and telephone number, including
             area code, of Registrant's agent for service)
                            _______________
                                   
                                   
                                   
                                   
                                   
                                   
                                   
                                   
                    CALCULATION OF REGISTRATION FEE
                                   

Proposed                        Proposed
                                Maximum      Maximum
                     Amount     Offering     Aggregate   Amount of
Title of Securities  to be      Price Per    Offering    Registration
 to be Registered    Registered Share (a)    Price (a)   Fee (a)

Common Stock, par    13,000,000   $44.31   $576,030,000  $160,137
    value $2(b)
                                   
                                   
                                   
(a)  Pursuant to Rule 457(h)(1) 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  November  10, 1998.

(b)  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, 1997.

  (b)  Quarterly Reports on Form 10-Q for the quarters ended March
       31, 1998, June 30, 1998 and September 30, 1998.

  (c)  Current Reports on Form 8-K dated March 9, 1998, March 25,
       1998 and November 9, 1998.

  (d)  The description of the Company's 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 descriptions 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, and the Company's Registration Statement on Form
       8-A filed on November 9, 1998.

  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, 1997, have been so incorporated in reliance on
the report of PricewaterhouseCoopers 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 advancements of expenses
provided thereby shall not exclude or be exclusive of any other rights
to which any person may be entitled under a certification 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.

4(vi)          Rights Agreement, dated as of November 9, 1998.
               Incorporated by reference to Exhibit 1 to Form 8-A/A of
               Ingersoll-Rand Company filed on November 13, 1998.

5              Opinion of Patricia Nachtigal, Esq.

23.1           Consent of PricewaterhouseCoopers LLP

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

24             Powers 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 13th day of November, 1998.

                                   INGERSOLL-RAND COMPANY
                                        (Registrant)

                                   By 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,
James E. Perrella             President, Chief Executive
                              Officer and Director
                              (Principal Executive Officer)

David W. Devonshire*          Senior Vice President and
David W. Devonshire           Chief Financial Officer
                              (Principal Financial Officer)

Steven R. Shawley*            Controller (Principal
Steven R. Shawley             Accounting 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

Peter C. Godsoe*              Director
Peter C. Godsoe

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                          November 13, 1998
   Attorney-in-Fact

                           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.

4(vi)     Rights   Agreement,   dated  as   of   November   9,   1998.
          Incorporated  by reference to Exhibit 1 for  Form  8-A/A  of
          Ingersoll-Rand Company filed on November 13, 1998.

5         Opinion of Patricia Nachtigal, Esq.

23.1      Consent of PricewaterhouseCoopers  LLP

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

24        Powers of Attorney