EXHIBIT 10(iii)(s)
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                                     January 20, 1997



Mr. Frank B. O'Brien
615 North Main Street
Chagrin Falls, OH  44022

Dear Frank:

On the basis of our discussions and your recent interviews  with
members of our management team, I am pleased to extend this
written confirmation of our offer to become Senior Vice President
and Chief Financial Officer of Ingersoll-Rand Company, reporting
to me as Chairman and Chief Executive Officer.
The following confirms the terms and conditions of our offer:

1.   Your starting base salary will be at an annual rate of
     $350,000, paid monthly.

2.   You will participate in the Company's annual incentive plan.
     You are eligible commencing with 1997, for awards of up to
     80% of salary depending on both corporate and individual
     performance.  For 1997, your minimum bonus will be 40% of
     your base salary.

3.   Upon joining the Company, you will receive an award of non-
     qualified stock options of 20,000 shares under our 1995
     Incentive Stock Plan.  This award is subject to the usual
     terms and conditions of awards under the Plan.  You will be
     considered a full participant, and be eligible to receive
     further and potentially higher awards under the Plan in
     future years as administered by the Compensation Committee
     of the Board.

4.   Ingersoll-Rand will provide you with a Stock Award of 12,000
     shares, also administered under the terms of our 1995
     Incentive Stock Plan.

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     These awards vest in four annual installments, beginning in
     March 1997, depending upon the achievement of a
     predetermined performance target and your continued
     employment.  You will receive an award agreement which
     explains vesting requirements and other terms and conditions
     of your award.  Our stock awards also provide participants
     with dividend equivalents, and represent an attractive
     additional equity interest in our company.  You can be
     considered for a larger award at any time based on your own
     and the Company's performance.

5.   You will receive a benefit under the Executive Supplementary
     Retirement Agreement in an amount of $65,000 per year for
     ten years subject to your retirement at age 62, and subject
     to the provisions of this plan.

     In addition, you will be eligible for a pension of 26% of
     your final eligible compensation at age 62, assuming you
     retire from the Company at that time. If you retire prior to
     age 62, your benefit would be subject to the terms and
     conditions of the company's qualified retirement plan.

     For purposes of retirement benefits, eligible compensation
     is your final salary, plus the average of your five highest
     of your six most recent bonuses.  Your 26% benefit will be
     calculated taking into account all sources including our
     qualified and non-qualified Pension Plan and Retirement
     Accounts, the employer portion of Ingersoll-Rand's 40l(k)
     Plan contributions, and your Social Security.

6.   We will relocate you, your family and household goods to
     this area.  Your relocation expenses, including shipment of
     household goods, real estate commissions and mortgage points
     will be reimbursed according to our policy.  Ingersoll-
     Rand's relocation policy also provides for equity advances,
     at company discretion, to facilitate home purchases prior to
     sale of your existing residence.  And, our program also
     includes the possibility of home purchase should that be
     necessary to effect a smooth transition.  If, upon our
     shared assessment of comparative living costs we identify
     significant adverse variances or other relocation issues

                                                                 
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     which would interfere with your transition to Northern New
     Jersey, the Company will make a special allowance to
     recognize the impact of such adverse variance, if any.  This
     amount would not be tax protected.

7.   Your medical and life insurance coverage with Ingersoll-Rand
     will commence on the first day of the month following 30
     days of employment.  Therefore, you may want to continue
     your coverage with your current employer under COBRA to
     avoid any gap in coverage.

8.   In the unlikely event that you are involuntarily terminated
     by the company other than for cause (i.e., violation of law
     or serious breach of ethics), we will provide you with a
     severance payment equal to one year of salary plus your last
     annual bonus.

9.   Our offer is conditioned upon satisfactorily completing a
     physical examination, which includes drug testing, and
     fulfilling the requirements of the Immigration Reform and
     Control Act of 1986.

Frank,  I am personally looking forward to you joining Ingersoll-
Rand.  This is a time of challenge and opportunity for our
company.  I am confident your experience and leadership will help
us reach our goals and create a mutually rewarding long-term
relationship between us.  I understand you plan to join us on
March 10.  Welcome!

                                     Sincerely,


                                      /S/ James E. Perrella
                                     James E. Perrella
                                     Chairman

Accepted:


 /S/ Frank B. O'Brien