EXHIBIT 10(iii)(k)
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                                       RESTATED
                                INGERSOLL-RAND COMPANY
                              SUPPLEMENTAL PENSION PLAN
                                     INTRODUCTION


          Ingersoll-Rand Company (the "Company") maintains one or more
          pension plans (the "Qualified Pension Plans") for salaried
          employees employed by the Company, and certain subsidiaries and
          affiliates of the Company (the "Employees"), under which benefits
          are subject to plan qualification limits imposed by the Internal
          Revenue Code of 1986, as amended (the "Code").

          The Company recognizes that in certain circumstances it is
          desirable to provide pension benefits to Employees which are
          supplemental to those provided by the Qualified Pension Plans. 
          The circumstances in which supplemental benefits will be paid
          are:

               o    when the limitation on benefits payable under the
                    Company's Qualified Pension Plans as specified in
                    Section 415 of the Code (the "Section 415 Limits")
                    reduces the benefit otherwise payable under the
                    Qualified Pension Plans; and

               o    when, effective for years after 1988, the limitation on
                    the amount of compensation that may be taken into
                    accounting in determining benefits under the Company's
                    Qualified Pension Plans, as specified in Section
                    401(a)(17) of the Code (the "Section 401 (a)(17)
                    Limit"), reduces the benefit otherwise payable under
                    the Qualified Pension Plans.

          Accordingly, the Company maintains this Supplemental Pension Plan
          to provide a vehicle under which supplemental benefits can be
          paid to salaried employees employed by the Company and certain
          subsidiaries and affiliates of the Company.  The provisions of
          this Supplemental Pension Plan shall be applicable to all persons
          who retire or otherwise terminate employment on or after June 30,
          1995 and shall supersede the provisions of the Company's
          Supplemental Pension Plan maintained by the Company prior to June
          30, 1995.






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                                                       EXHIBIT 10(iii)(k)
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                                      SECTION 1
                              SUPPLEMENTAL PLAN BENEFITS


          1.1  Excess Pension Benefit.  An Employee shall be entitled to a
               benefit under this Supplemental Pension Plan if his benefit
               determined under the provisions of the Qualified Pension
               Plan in which he participates is less than such benefit
               would have been if (i) the Section 415 Limits did not apply,
               and (ii) the definition of Compensation specified under such
               Qualified Pension Plan did not exclude compensation after
               1988 in excess of the Section 401(a)(17) Limit.

               If an Employee's benefit from the Qualified Pension Plan in
               which he participates is reduced as a result of any of the
               conditions described in the preceding paragraph, the benefit
               to which the Employee shall be entitled under this
               Supplemental Pension Plan shall be equal to the excess of
               (a) over (b) where:

               (a)  is the benefit which would have been payable under the
                    terms of such Qualified Pension Plan, as a single life
                    annuity with benefits payable monthly, if (i) the
                    Section 415 Limits did not apply, and (ii) the
                    definition of Compensation specified under such
                    Qualified Pension Plan did not exclude compensation
                    after 1988 in excess of the Section 401 (a)(17) Limit;
                    and

               (b)  is the benefit actually payable as a single life
                    annuity to the Employee under the terms of such
                    Qualified Pension Plan.

               For purposes of this Section 1.1, the single life annuity
               payable under the terms of the Qualified Pension Plan shall
               be determined as of the Employee's Determination Date.  The
               Determination Date shall be (a) in the case of separation
               from service by reason of retirement, the Employee's
               retirement date, and (b) in the case of separation from
               service other than by reason of retirement (such as death or
               disability), the first date on which the Employee becomes
               eligible to begin receiving payment of benefits under the
               Qualified Pension Plan.






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                                                       EXHIBIT 10(iii)(k)
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               Notwithstanding the foregoing, if an Employee elected by the
               Board of Directors of the Company as an officer of the
               Company has attained age 62 and retires or otherwise
               terminates employment, he shall be entitled to receive a
               benefit under this Supplemental Pension Plan on or after
               attaining age 62 without reduction for receiving such
               benefit prior to his Normal Retirement Date.


                                      SECTION 2
                                       VESTING


          2.1  Vesting.  An Employee shall be vested in the benefit
               provided under Section  1.1 of this Supplemental Pension
               Plan in accordance with the vesting provisions of the
               Qualified Pension Plan.


                                      SECTION 3
                                    DISTRIBUTIONS


          3.1  Payment of Benefits.  Benefits payable under this
               Supplemental Pension Plan shall be made in the event of
               retirement, disability or any other termination of
               employment.  Benefits shall be payable solely in the form of
               a lump sum.  The lump sum amount, determined as of the
               Employee s Determination Date, shall be the Actuarial
               Equivalent value of the single life annuity determined under
               Section 1.1 hereof.  For purposes of this Section 3.1,
               Actuarial Equivalent means an amount having equal value when
               computed on the basis of the 1983 Group Annuity Mortality
               Table (blended) and an interest rate equal to the average of
               the monthly rates for ten-year constant maturities for US
               Treasury Securities for the twelve-month period immediately
               preceding the month prior to the month in which the
               Employee s Determination Date occurs, such rate as published
               in Federal Reserve statistical release H.15 (519).  Such
               benefit shall be paid on the Payment Date, together with
               interest accrued thereon from the Determination Date, (a) if
               the assets are held in trust, then at the interest rate of
               the trust, or (b) if the assets are not held in trust, at
               the then current earnings rate of the Fixed Income Fund of
               the Ingersoll-Rand Company Savings and Stock




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                                                       EXHIBIT 10(iii)(k)
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               Investment Plan.  An Employee s Payment Date shall be the
               later of (a) the first business day of the year following
               the Determination Date, or (b) the first day of the sixth
               month following the Determination Date.

               Notwithstanding the foregoing, an Employee who retires under
               this Supplemental Pension Plan may elect within the 30-day
               period immediately preceding his Determination Date to have
               his benefit determined as of his Determination Date using an
               alternative interest rate. The alternative interest rate
               used to determine the Actuarial Equivalent benefit payable
               in a lump sum shall be the interest rate equal to the 10-
               Year Treasury Note rate as published in the New York Times
               in the Key Rate Table under the Credit Market Section, or,
               if such rate is unavailable, as provided by Telerate, in
               either case as of the business day immediately preceding the
               date payment is made to the Employee.  In the event an
               Employee elects to have his benefit determined under this
               paragraph, no interest will be payable from the Employee's
               Determination Date until the Payment Date.

          3.2  Payments to Beneficiaries.  In the event that an Employee
               dies prior to the Payment Date but on or after the
               Determination Date, payment shall be made to the beneficiary
               designated by the Employee under this Supplemental Pension
               Plan.  An Employee may designate a beneficiary, or change
               the designated beneficiary, without obtaining consent of a
               spouse, provided that such designation or change shall be
               effective only upon receipt of written notification by the
               Compensation and Nominating Committee.  In the event of
               failure to designate a beneficiary under this Supplemental
               Pension Plan, an Employee's beneficiary under this Plan
               shall be the same as the beneficiary under the Ingersoll-
               Rand Company Savings and Stock Investment Plan.

          3.3  Withholding.  The Company shall be entitled to withhold from
               the payment due under this Supplemental Pension Plan any and
               all taxes of any nature required by any government to be
               withheld from such payment.

          3.4  Loans.  No loans to Employees shall be permitted under this
               Supplemental Pension Plan.







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                                                       EXHIBIT 10(iii)(k)
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                                      SECTION 4
                                    MISCELLANEOUS


          4.1  Amendment and Termination.  This Supplemental Pension Plan
               may, at any time and from time to time, be amended or
               terminated, without consent of any Employee or beneficiary,
               (a) by the Board of Directors of the Company or (b) in the
               case of amendments which do not materially modify the
               provisions hereof, the Committee, provided, however, that no
               such amendment or termination shall reduce any benefits
               accrued under the terms of this Supplemental Pension Plan
               prior to the date of termination or amendment.

               Notwithstanding the foregoing in the event the Company's
               Board of Directors (or any trustee of any trust established
               by the Company for purposes of satisfying its obligations
               hereunder) determines that a "change of control" of the
               Company has occurred, any subsequent amendment modifying or
               terminating the Plan shall have no force or effect.  For
               purposes of this paragraph, a "change of control  shall have
               the meaning designated in the Ingersoll-Rand Benefit Trust
               Agreement, dated as of September 1, 1988, as amended,
               between the Company and The Bank of New York, as trustee,
               established by the Company for purposes of satisfying
               certain obligations to executive employees of the Company.

          4.2  No Contract of Employment.  The establishment of this
               Supplemental Pension Plan or any modification thereof shall
               not give any Employee or other person the right to remain in
               the service of the Company or any of its subsidiaries, and
               all Employees and other persons shall remain subject to
               discharge to the same extent as if the Supplemental Pension
               Plan had never been adopted.

          4.3  Compensation and Nominating Committee.  This Supplemental
               Pension Plan shall be administered by the Compensation and
               Nominating Committee appointed by the Company's Board of
               Directors, or any successor committee appointed by the
               Company's Board of Directors (the "Committee").  The
               Committee shall make all determinations as to the right of
               any person to a benefit.  Any denial by the Committee







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                                                       EXHIBIT 10(iii)(k)
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               of the claim for benefits under this Supplemental Pension
               Plan by an Employee or beneficiary shall be stated in
               writing by the Committee and delivered or mailed to the
               Employee or beneficiary.  Such notice shall set forth the
               specific reasons for the Committee's decision.  In addition,
               the Committee shall afford a reasonable opportunity to any
               Employee or beneficiary whose claim for benefits has been
               denied for a review of the decision denying the claim.

          4.4  Entire Agreement; Successors.  This Supplemental Pension
               Plan, including any subsequently adopted amendments, shall
               constitute the entire agreement or contract between the
               Company and any Employee regarding this Supplemental Pension
               Plan.  There are no covenants, promises, agreements,
               conditions or understandings, either oral or written between
               the Company and any Employee relating to the subject matter
               hereof, other than those set forth herein.  This
               Supplemental Pension Plan and any amendment shall be binding
               on the Company and the Employee and their respective heirs,
               administrators, trustees, successors, and assigns, including
               but not limited to, any successors to the Company by merger,
               consolidation or otherwise by operation of law, and on all
               designated beneficiaries of the Employee.

          4.5  Severability.  If any provision of this Supplemental Pension
               Plan shall to any extent be invalid or unenforceable, the
               remainder of the Supplemental Pension Plan shall not be
               affected thereby, and each provision of the Supplemental
               Pension Plan shall be valid and enforced to the fullest
               extent permitted by law.

          4.6  Application of Plan Provisions.  All relevant provisions of
               the Qualified Pension Plans shall apply to the extent
               applicable to the contractual obligations of the Company
               under this Supplemental Pension Plan.  With respect to any
               Employee, the applicable provisions shall be those of the
               Qualified Pension Plan in which the Employee participates. 
               Benefits provided under the Supplemental Pension Plan are
               independent of, and in addition to, any payments made to
               Employees under any other plan, program, or agreement
               between the Company and Employees in the Supplemental
               Pension Plan, or any other compensation payable to the
               Employee by the Company, or by any subsidiary, or affiliate
               of the Company.

               The laws of the state of New Jersey shall govern this
               Supplemental Pension Plan.


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                                                       EXHIBIT 10(iii)(k)
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          4.7  Participant as General Creditor.  The Company shall have the
               right to establish a reserve or make any investment for the
               purposes of satisfying its obligation hereunder for payment
               of benefits at its discretion, provided, however, that no
               Employee eligible to participate in this Supplemental
               Pension Plan shall have any interest in such investment or
               reserve.  To the extent that any person acquires a right to
               receive benefits under this Supplemental Pension Plan, such
               rights shall be no greater than the right of any unsecured
               general creditor of the Company.

          4.8  Nonassignability.  The right of any Employee or any
               beneficiary in any benefit hereunder shall not be subject to
               attachment or other legal process for the debts of such
               Employee or beneficiary, nor shall any such benefit be
               subject to anticipation, alienation, sale, transfer,
               assignment or encumbrance.




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