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                       GUARANTEE AGREEMENT
                                
                   INGERSOLL-RAND FINANCING I
                                
                   Dated as of March 23, 1998
                                
                                
           ___________________________________________


                       TABLE OF CONTENTS

                                                             Page

     ARTICLE I

     DEFINITIONS AND INTERPRETATIONS

     SECTION 1.1Definitions and Interpretation                   1

      ARTICLE II

      TRUST INDENTURE ACT
     SECTION 2.1Trust Indenture Act: Application                 4
     SECTION 2.2List of Holders of Securities                    4
     SECTION 2.3Reports by the  Guarantee Trustee                4
     SECTION 2.4Periodic Reports to  Guarantee Trustee           4
     SECTION 2.5Evidence of Compliance with Conditions Precedent 5
     SECTION 2.6Events of Default; Waiver                        5
     SECTION 2.7Event of Default; Notice                         5
     SECTION 2.8Conflicting Interests                            5

     ARTICLE III
                                
         POWERS, DUTIES AND RIGHTS OF GUARANTEE TRUSTEE
                                
     SECTION 3.1Powers and Duties of the  Guarantee Trustee      5
     SECTION 3.2Certain Rights of the Guarantee Trustee          7
     SECTION 3.3Not Responsible for Recitals or Issuance
     of Guarantee                                                8

     ARTICLE IV

      GUARANTEE TRUSTEE

     SECTION 4.1Guarantee Trustee; Eligibility                   8
     SECTION 4.2Appointment, Removal and Resignation of
     Guarantee Trustees                                          9

     ARTICLE V

     GUARANTEE
     SECTION 5.1Guarantee                                        9
     SECTION 5.2Waiver of Notice and Demand                     10
     SECTION 5.3Obligations Not Affected                        10
     SECTION 5.4Rights of Holders                               10
     SECTION 5.5Guarantee of Payment                            11
     SECTION 5.6Subrogation                                     11
     SECTION 5.7Independent Obligations                         11

     ARTICLE VI

     LIMITATION OF TRANSACTIONS; RANKING

     SECTION 6.1Limitation of Transactions                      11
     SECTION 6.2Ranking                                         12

     ARTICLE VII

     TERMINATION
     SECTION 7.1Termination                                     12

     ARTICLE VIII

     INDEMNIFICATION

     SECTION 8.1Exculpation                                     12
     SECTION 8.2Indemnification                                 13

     ARTICLE IX

     MISCELLANEOUS

     SECTION 9.1Successors and Assigns                          13
     SECTION 9.2Amendments                                      13
     SECTION 9.3Notices                                         14
     SECTION 9.4Benefit                                         14
     SECTION 9.5Governing Law.                                  14


                      GUARANTEE AGREEMENT
     
     This  GUARANTEE  AGREEMENT  (the  "Guarantee"),  dated  as   of
March   23,  1998,  is  executed  and  delivered  by  Ingersoll-Rand
Company,  a  New  Jersey  corporation (the  "Guarantor"),  and  "The
First  National  Bank  of  Chicago", as  trustee  (the  "  Guarantee
Trustee"),  for  the  benefit  of the Holders  (as  defined  herein)
from  time  to  time  of  the  Securities  (as  defined  herein)  of
Ingersoll-Rand   Financing  I,  a  Delaware  business   trust   (the
"Issuer").

     WHEREAS,  pursuant  to an Amended and Restated  Declaration  of
Trust  (the  "Declaration"), dated as of March 23, 1998,  among  the
trustees  of  the Issuer named therein, the Guarantor,  as  sponsor,
and   the   holders  from  time  to  time  of  undivided  beneficial
ownership  interests  in the assets of the  Issuer,  the  Issuer  is
issuing   on   the   date  hereof  16,100,000  Capital   Securities,
liquidation  amount  $25 per capital security, having  an  aggregate
liquidation  amount  of $402,500,000 designated  the  6.22%  Capital
Securities   (the   "Capital   Securities")   and   497,939   common
securities,  liquidation amount $25 per common security,  having  an
aggregate  liquidation  amount  $12,448,475,  designated  the  6.22%
Common  Securities (the "Common Securities" and, together  with  the
FELINE PRIDES, the "Securities");

     WHEREAS,   as  incentive  for  the  Holders  to  purchase   the
Securities,  the  Guarantor desires irrevocably and  unconditionally
to  agree,  to  the extent set forth in this Guarantee,  to  pay  to
the  Holders  the  Guarantee Payments (as  defined  herein)  and  to
make  certain other payments on the terms and conditions  set  forth
herein; and

     WHEREAS,   if   an  Event  of  Default  (as  defined   in   the
Declaration),  has  occurred  and  is  continuing,  the  rights   of
holders  of  the  Common  Securities to receive  Guarantee  Payments
under  this  Guarantee  are  subordinated  to  the  rights  of   the
holders  of  the  Capital Securities to receive  Guarantee  Payments
under this Guarantee.

     NOW,  THEREFORE,  in  consideration of  the  purchase  by  each
Holder,  which  purchase the Guarantor hereby agrees  shall  benefit
the  Guarantor,  the Guarantor executes and delivers this  Guarantee
for the benefit of the Holders.



                           ARTICLE I
                DEFINITIONS AND INTERPRETATIONS

SECTION 1.1    Definitions and Interpretation

     In this Guarantee, unless the context otherwise requires:

     (a)  capitalized   terms  used  in  this  Guarantee   but   not
          defined   in   the  preamble  above  have  the  respective
          meanings assigned to them in this Section 1.1;

     (b)  a  term  defined anywhere in this Guarantee has  the  same
          meaning throughout;

     (c)  all  reference  to  "the Guarantee"  or  "this  Guarantee"
          are  to  this  Guarantee  as  modified,  supplemented   or
          amended from time to time;

     (d)  all   references  in  this  Guarantee  to   Articles   and
          Sections   are   to   Articles  and   Sections   of   this
          Guarantee, unless otherwise specified;
     (e)  a  term  defined in the Trust Indenture Act has  the  same
          meaning  when  used  in this Guarantee,  unless  otherwise
          defined   in   this  Guarantee  or  unless   the   context
          otherwise requires; and

     (f)  a  reference  to  the  singular includes  the  plural  and
          vice versa.

     "Affiliate"  has  the same meaning as given  to  that  term  in
Rule  405  of  the  Securities  Act of  1933,  as  amended,  or  any
successor rule thereunder.

     "Authorized  Officer"  of a Person means  any  Person  that  is
authorized to bind such Person.

     "Business  Day"  means any day other than Saturday,  Sunday  or
any  day  on  which banking institutions in the City  of  New  York,
New  York  are  authorized  or required by  any  applicable  law  to
close.

     "Corporate  Trust  Office" means the office of  the   Guarantee
Trustee  at  which  the corporate trust business of  the   Guarantee
Trustee    shall,   at   any   particular   time,   be   principally
administered,  which  office  at  the  date  of  execution  of  this
Agreement  is  located at The First National Bank  of  Chicago,  One
First   National   Plaza,  Suite  0126,  Chicago,  IL    60670-0126,
Attention: Corporate Services Division

     "Covered  Person"  means  any Holder  or  beneficial  owner  of
Securities.

     "Debentures"  means  the  series  of  debt  securities  of  the
Guarantor  designated the     % Debentures due               ,  2003
held  by  the  Institutional Trustee (as defined in the Declaration)
of the Issuer.

     "Direction"  by  a  person  means a written  direction  signed:
(a)  if  the Person is a natural person, by that Person; or  (b)  in
any  other  case  in  the  name  of  such  Person  by  one  or  more
Authorized Officers of that Person.

     "Event  of  Default" means a default by the  Guarantor  on  any
of its payment or other obligations under this Guarantee.

     "Guarantee   Payments"   means  the   following   payments   or
distributions,   without   duplication,   with   respect   to    the
Securities,  to the extent not paid or made by the Issuer:  (i)  any
accrued  and  unpaid Distributions (as defined in  the  Declaration)
that  are  required  to be paid on such  Securities  to  the  extent
the   Issuer   shall  have  funds  available  therefor,   (ii)   the
redemption  price,  including all accrued and  unpaid  distributions
to  the  date  of redemption (the "Redemption Price")  with  respect
to   Securities  in  respect of which the  related  Debentures  have
been  redeemed  by the Company upon the occurrence of  a  Tax  Event
Redemption,   to   the  extent  the  Issuer  has   funds   available
therefor,  and  (iii)  upon a voluntary or involuntary  dissolution,
winding-up  or  termination of the Issuer (other than in  connection
with  the  distribution  of Debentures to the  Holders  in  exchange
for  the  Securities as provided in the Declaration), the lesser  of
(a)  the  aggregate of the liquidation amount and  all  accrued  and
unpaid  Distributions on the Securities to the date of  payment,  to
the  extent  the  Issuer  shall have funds available  therefor,  and
(b)  the  amount  of  assets of the Issuer remaining  available  for
distribution  to  Holders in liquidation of the  Issuer  (in  either
case,  the  "Liquidation  Distribution"). If  an  event  of  default
under  the  Indenture has occurred and is continuing, the rights  of
holders  of  the  Common Securities to receive payments  under  this
Guarantee  Agreement are subordinated to the rights  of  holders  of
Capital   Securities  to  receive  Guarantee  Payments  under   this
Guarantee.

     "Holder"  shall  mean any holder, as registered  on  the  books
and  records  of the Issuer, of any  Securities; provided,  however,
that,   in   determining  whether  the  holders  of  the   requisite
percentage  of   Securities have given any request, notice,  consent
or  waiver  hereunder, "Holder" shall not include the  Guarantor  or
any Affiliate of the Guarantor.
     
     "Indemnified   Person"  means  the   Guarantee   Trustee,   any
Affiliate  of  the   Guarantee Trustee, or any officers,  directors,
shareholders,   members,   partners,   employees,   representatives,
nominees, custodians or agents of the  Guarantee Trustee.

     "Indenture"   means the Indenture dated as of March  23,  1998,
among  the  Guarantor (the "Debenture Issuer") and The Bank  of  New
York,  as  trustee, and any indenture supplemental thereto  pursuant
to  which  certain debt securities of the Debenture  Issuer  are  to
be issued to the Institutional Trustee of the Issuer.

     "Majority  in  liquidation  amount of  the  Securities"  means,
except   as  provided  by  the  Trust  Indenture  Act,  a  vote   by
Holder(s)  of   Securities, voting separately as a  class,  of  more
than  50%  of  the  aggregate  liquidation  amount  (including   the
stated  amount  that  would  be paid on redemption,  liquidation  or
otherwise,  plus accrued and unpaid Distributions to the  date  upon
which the voting percentages are determined) of all  Securities.

     "Officers'  Certificate" means, with respect to any  Person,  a
certificate  signed by two Authorized Officers of such  Person.  Any
Officers'  Certificate delivered with respect to compliance  with  a
condition   or  covenant  provided  for  in  this  Guarantee   shall
include:

          (a)    a   statement   that  each  officer   signing   the
     Officers'  Certificate has read the covenant or  condition  and
     the definition relating thereto;

          (b)   a  brief  statement of the nature and scope  of  the
     examination  or  investigation undertaken by  each  officer  in
     rendering the Officers' Certificate;

          (c)   a  statement that each such officer  has  made  such
     examination  or  investigation as, in such  officer's  opinion,
     is  necessary  to  enable such officer to express  an  informed
     opinion  as  to  whether or not such covenant or condition  has
     been complied with; and

          (d)   a  statement as to whether, in the opinion  of  each
     such  officer,  such condition or covenant  has  been  complied
     with.

     "Person"  means  a  legal  person,  including  any  individual,
corporation,   estate,  partnership,  joint  venture,   association,
joint    stock   company,   limited   liability   company,    trust,
unincorporated   association  or  government  or   any   agency   or
political  subdivision  thereof, or any  other  entity  of  whatever
nature.

     "Guarantee   Trustee"  means  The  First   National   Bank   of
Chicago,  until  a Successor  Guarantee Trustee has  been  appointed
and  has  accepted such appointment pursuant to the  terms  of  this
Guarantee  and  thereafter  means  each  such  Successor   Guarantee
Trustee.

     "Responsible  Officer" means, with respect  to  the   Guarantee
Trustee,  any  officer  within the Corporate  Trust  office  of  the
Guarantee  Trustee,  including  any  vice-president,  any  assistant
vice-president,   any  assistant  secretary,  the   treasurer,   any
assistant  treasurer  or  other  officer  of  the  Corporate   Trust
Office  of  the  Guarantee Trustee customarily performing  functions
similar   to   those  performed  by  any  of  the  above  designated
officers  and  also  means, with respect to a  particular  corporate
trust  matter,  any  other officer to whom such matter  is  referred
because  of  that  officer's knowledge of and familiarity  with  the
particular subject.

     "Successor   Guarantee  Trustee" means a  successor   Guarantee
Trustee   possessing  the  qualifications  to  act   as    Guarantee
Trustee under Section 4.1.

     "Tax  Event  Redemption" has the same  meaning  as  defined  in
Annex I to the Declaration.

     "Trust  Indenture Act" means the Trust Indenture Act  of  1939,
as amended.

                            ARTICLE II
                       TRUST INDENTURE ACT

SECTION 2.1    Trust Indenture Act: Application

     (a)   This  Guarantee  is  subject to  the  provisions  of  the
Trust   Indenture  Act  that  are  required  to  be  part  of   this
Guarantee  and  shall,  to  the extent applicable,  be  governed  by
such provisions; and

     (b)    If  and  to  the  extent  that  any  provision  of  this
Guarantee  limits,  qualifies or conflicts with the  duties  imposed
by  Section  310  to  317, inclusive, of the  Trust  Indenture  Act,
such imposed duties shall control.

SECTION 2.2    List of Holders of Securities

     (a)   The  Guarantor shall provide the  Guarantee Trustee  with
a  list,  in  such  form  as the  Guarantee Trustee  may  reasonably
require,  of  the  names  and addresses of  the  Holders  ("List  of
Holders")  as  of  such  date,  (i)  within  1  Business  Day  after
January  1  and  July 1 of each year, and (ii)  at  any  other  time
within  30  days  of receipt by the Guarantor of a  written  request
for  a  List  of  Holders as of a date no more than 14  days  before
such  List  of Holders is given to the  Guarantee Trustee  provided,
that  the Guarantor shall not be obligated to provide such  List  of
Holders  at  any time the List of Holders does not differ  from  the
most  recent  List  of  Holders given to the  Guarantee  Trustee  by
the  Guarantor.  The   Guarantee Trustee may  destroy  any  List  of
Holders  previously  given  to  it on  receipt  of  a  new  List  of
Holders.

     (b)    The    Guarantee   Trustee   shall   comply   with   its
obligations  under  Section 311(a), 311(b)  and  Section  312(b)  of
the Trust Indenture Act.

SECTION 2.3    Reports by the  Guarantee Trustee

     Within  60  days  after  May 15 of each  year,  the   Guarantee
Trustee  shall provide to the Holders such reports as  are  required
by  Section  313  of the Trust Indenture Act, if any,  in  the  form
and  in  the  manner provided by Section 313 of the Trust  Indenture
Act.   The    Guarantee   Trustee  shall  also   comply   with   the
requirements of Section 313(d) of the Trust Indenture Act.

SECTION 2.4    Periodic Reports to  Guarantee Trustee
     
     The  Guarantor  shall  provide to the  Guarantee  Trustee  such
documents,  reports and information as required by Section  314  (if
any)  and  the  compliance certificate required by  Section  314  of
the  Trust  Indenture  Act in the form, in the  manner  and  at  the
times required by Section 314 of the Trust Indenture Act.

SECTION 2.5    Evidence of Compliance with Conditions Precedent

     The  Guarantor  shall  provide to the  Guarantee  Trustee  such
evidence  of  compliance  with  any conditions  precedent,  if  any,
provided  for in this  Securities Guarantee that relate  to  any  of
the  matters  set  forth in Section 314(c) of  the  Trust  Indenture
Act.  Any  certificate  or  opinion  required  to  be  given  by  an
officer  pursuant to Section 314(c)(1) may be given in the  form  of
an Officers' Certificate.

SECTION 2.6    Events of Default; Waiver

     The   Holders   of   a  Majority  in  liquidation   amount   of
Securities  may, by vote, on behalf of all Holders, waive  any  past
Event  of  Default and its consequences. Upon such waiver, any  such
Event  of  Default  shall cease to exist, and any Event  of  Default
arising  therefrom  shall be deemed to have been  cured,  for  every
purpose  of this Guarantee, but no such waiver shall extend  to  any
subsequent  or  other  default or Event of  Default  or  impair  any
right consequent thereon.

SECTION 2.7    Event of Default; Notice

     (a)   The   Guarantee Trustee shall, within 90 days  after  the
occurrence   of  an  Event  of  Default,   actually   known   to   a
Responsible  Officer  of  the Guarantee Trustee  transmit  by  mail,
first  class  postage prepaid, to the Holders, notices of  all  such
Events  of  Default, unless such defaults have been cured or  waived
before  the  giving of such notice, provided, that,  the   Guarantee
Trustee  shall  be protected in withholding such notice  if  and  so
long  as  a  Responsible Officer of the  Guarantee Trustee  in  good
faith  determines  that the withholding of such  notice  is  in  the
interests of the Holders.

     (b)   The   Guarantee  Trustee shall  not  be  deemed  to  have
knowledge  of  any  Event of Default unless the   Guarantee  Trustee
shall  have  received  written  notice  thereof,  or  a  Responsible
Officer  of  the   Guarantee Trustee charged with the administration
of the Declaration shall have obtained actual knowledge thereof.

SECTION 2.8    Conflicting Interests

     The  Declaration  and  the Indenture  shall  be  deemed  to  be
specifically  described  in  this  Guarantee  for  the  purposes  of
clause  (i)  of  the  first proviso contained in Section  310(b)  of
the Trust Indenture Act.

                           ARTICLE III
                  POWERS, DUTIES AND RIGHTS OF
                        GUARANTEE TRUSTEE

SECTION 3.1    Powers and Duties of the  Guarantee Trustee

     (a)   This  Guarantee shall be held by the   Guarantee  Trustee
for  the  benefit of the Holders, and the  Guarantee  Trustee  shall
not   transfer  this  Guarantee  to  any  Person  except  a   Holder
exercising  his  or her rights pursuant to Section 5.4(b)  or  to  a
Successor    Guarantee  Trustee  on  acceptance  by  such  Successor
Guarantee   Trustee  of  its  appointment  to   act   as   Successor
Guarantee   Trustee.   The  right,  title  and   interest   of   the
Guarantee   Trustee  shall  automatically  vest  in  any   Successor
Guarantee  Trustee, and such vesting and cessation  of  title  shall
be  effective  whether  or  not  conveyancing  documents  have  been
executed  and  delivered  pursuant  to  the  appointment   of   such
Successor  Guarantee Trustee.

     (b)   If  an  Event of Default actually known to a  Responsible
Officer  of  the  Guarantee Trustee has occurred and is  continuing,
the    Guarantee  Trustee  shall  enforce  this  Guarantee  for  the
benefit of the Holders.

     (c)   The   Guarantee  Trustee, before the  occurrence  of  any
Event  of  Default and after the curing or waiver of all  Events  of
Default  that  may have occurred, shall undertake  to  perform  only
such  duties  as  are specifically set forth in this Guarantee,  and
no  implied  covenants  shall be read into  this  Guarantee  against
the   Guarantee  Trustee. In case an Event of Default  has  occurred
(that  has  not  been cured or waived pursuant to Section  2.6)  and
is  actually  known  to  a  Responsible Officer  of  the   Guarantee
Trustee,  the  Guarantee Trustee shall exercise such of  the  rights
and  powers  vested  in  it  by this Guarantee,  and  use  the  same
degree  of  care  and skill in its exercise thereof,  as  a  prudent
person  would  exercise  or  use  under  the  circumstances  in  the
conduct of his or her own affairs.

     (d)   No  provision  of this Guarantee shall  be  construed  to
relieve   the   Guarantee  Trustee  from  liability  for   its   own
negligent  action,  its own negligent failure to  act,  or  its  own
willful misconduct, except that:

          (i)   prior  to  the  occurrence of any Event  of  Default
     and  after  the  curing or waiving of such  Events  of  Default
     that may have occurred:
     
               (A)   the  duties and obligations of  the   Guarantee
     Trustee  shall  be determined solely by the express  provisions
     of  this  Guarantee, and the  Guarantee Trustee  shall  not  be
     liable   except  for  the  performance  of  such   duties   and
     obligations  as  are specifically set forth in this  Guarantee,
     and  no  implied covenants or obligations shall  be  read  into
     this Guarantee against the  Guarantee Trustee; and

               (B)   in  the  absence of bad faith on  the  part  of
     the     Guarantee   Trustee,   the    Guarantee   Trustee   may
     conclusively  rely, as to the truth of the statements  and  the
     correctness  of  the  opinions  expressed  therein,  upon   any
     certificates  or  opinions furnished to the  Guarantee  Trustee
     and  conforming to the requirements of this Guarantee;  but  in
     the  case  of  any such certificates or opinions  that  by  any
     provision  hereof  are specifically required  to  be  furnished
     to  the   Guarantee  Trustee, the  Guarantee Trustee  shall  be
     under  a duty to examine the same to determine whether  or  not
     they conform to the requirements of this Guarantee;

          (ii)  the  Guarantee Trustee shall not be liable  for  any
     error   of  judgment  made  in  good  faith  by  a  Responsible
     Officer  of the  Guarantee Trustee, unless it shall  be  proved
     that  the   Guarantee  Trustee was negligent  in   ascertaining
     the pertinent facts upon which such judgment was made;

          (iii)  the   Guarantee Trustee shall not  be  liable  with
     respect  to any action taken or omitted to be taken  by  it  in
     good  faith  in  accordance with the direction of  the  Holders
     of  not  less  than  a Majority in liquidation  amount  of  the
     Securities   relating  to  the  time,  method  and   place   of
     conducting  any  proceeding for any  remedy  available  to  the
     Guarantee   Trustee,   or  exercising  any   trust   or   power
     conferred  upon  the  Guarantee Trustee under  this  Guarantee;
     and

          (iv)  no  provision  of this Guarantee shall  require  the
     Guarantee  Trustee  to  expend  or  risk  its  own   funds   or
     otherwise   incur   personal   financial   liability   in   the
     performance  of  any of its duties or in the  exercise  of  any
     of  its  rights  or  powers, if the   Guarantee  Trustee  shall
     have  reasonable  grounds for believing that the  repayment  of
     such  funds  or  liability  is not  reasonably  assured  to  it
     under  the  terms  of  this Guarantee or indemnity,  reasonably
     satisfactory  to the  Guarantee Trustee, against such  risk  or
     liability is not reasonably assured to it.

SECTION 3.2    Certain Rights of the Guarantee Trustee

     (a)  Subject to the provisions of Section 3.1:

          (i)   The   Guarantee Trustee may conclusively  rely,  and
     shall  be  fully protected in acting or refraining from  acting
     upon,   any  resolution,  certificate,  statement,  instrument,
     opinion,  report, notice, request, direction,  consent,  order,
     bond,  debenture,  note,  other  evidence  of  indebtedness  or
     other  paper  or document believed by it to be genuine  and  to
     have  been  signed, sent or presented by the  proper  party  or
     parties.

          (ii)  Any  direction or act of the Guarantor  contemplated
     by  this  Guarantee  shall  be  sufficiently  evidenced  by   a
     Direction or an Officers' Certificate.

          (iii)       Whenever,  in  the  administration   of   this
     Guarantee,  the   Guarantee Trustee  shall  deem  it  desirable
     that   a   matter  be  proved  or  established  before  taking,
     suffering  or  omitting  any action hereunder,  the   Guarantee
     Trustee   (unless   other  evidence  is   herein   specifically
     prescribed)  may,  in the absence of bad  faith  on  its  part,
     request  and  conclusively rely upon an  Officers'  Certificate
     which,   upon  receipt  of  such  request,  shall  be  promptly
     delivered by the Guarantor.

          (iv)  The   Guarantee Trustee shall have no  duty  to  see
     to  any  recording,  filing or registration of  any  instrument
     (or any rerecording, refiling or reregistration thereof).

          (v)   The   Guarantee Trustee may consult  with  competent
     legal  counsel,  and  the written advice  or  opinion  of  such
     counsel  with  respect  to  legal matters  shall  be  full  and
     complete  authorization  and  protection  in  respect  of   any
     action  taken,  suffered or omitted by  it  hereunder  in  good
     faith  and  in  accordance with such advice  or  opinion.  Such
     counsel  may  be  counsel  to  the  Guarantor  or  any  of  its
     Affiliates   and  may  include  any  of  its  employees.    The
     Guarantee  Trustee shall have the right at  any  time  to  seek
     instructions  concerning the administration of  this  Guarantee
     from any court of competent jurisdiction.

          (vi)   The    Guarantee  Trustee   shall   be   under   no
     obligation  to exercise any of the rights or powers  vested  in
     it  by  this  Guarantee  at the request  or  direction  of  any
     Holder,  unless  such  Holder  shall  have  provided   to   the
     Guarantee  Trustee  such  security  and  indemnity,  reasonably
     satisfactory  to  the  Guarantee Trustee,  against  the  costs,
     expenses  (including  attorneys'  fees  and  expenses  and  the
     expenses  of  the   Guarantee  Trustees,  agents,  nominees  or
     custodians)  and liabilities that might be incurred  by  it  in
     complying  with  such  request  or  direction,  including  such
     reasonable  advances  as  may be requested  by  the   Guarantee
     Trustee;  provided  that,  nothing contained  in  this  Section
     3.2   (a)  (vi)  shall  be  taken  to  relieve  the   Guarantee
     Trustee,  upon  the occurrence of an Event of Default,  of  its
     obligation to exercise the rights and powers vested  in  it  by
     this Guarantee.

          (vii)      The   Guarantee Trustee shall not be  bound  to
     make  any  investigation into the facts or  matters  stated  in
     any  resolution,  certificate, statement, instrument,  opinion,
     report,  notice,  request,  direction,  consent,  order,  bond,
     debenture,  note,  other  evidence  of  indebtedness  or  other
     paper   or  document,  but  the   Guarantee  Trustee,  in   its
     discretion,  may  make  such further inquiry  or  investigation
     into such facts or matters as it may see fit.

          (viii)     The  Guarantee Trustee may execute any  of  the
     trusts  or  powers  hereunder or perform any  duties  hereunder
     either   directly   or   by   or  through   agents,   nominees,
     custodians  or  attorneys,  and the   Guarantee  Trustee  shall
     not  be  responsible for any misconduct or  negligence  on  the
     part  of  any agent or attorney appointed with due care  by  it
     hereunder.

          (ix)  Any  action taken by the  Guarantee Trustee  or  its
     agents  hereunder  shall bind the Holders,  and  the  signature
     of  the   Guarantee  Trustee  or  its  agents  alone  shall  be
     sufficient  and  effective  to  perform  any  such  action.  No
     third  party  shall be required to inquire as to the  authority
     of  the   Guarantee Trustee to so act or as to  its  compliance
     with  any  of the terms and provisions of this Guarantee,  both
     of  which  shall  be conclusively evidenced by  the   Guarantee
     Trustee's or its agent's taking such action.

          (x)   Whenever  in  the administration of  this  Guarantee
     the   Guarantee  Trustee  shall deem it  desirable  to  receive
     instructions  with  respect to enforcing any  remedy  or  right
     or  taking  any other action hereunder, the  Guarantee  Trustee
     (i)  may  request instructions from the Holders of  a  Majority
     in  liquidation  amount of the  Securities,  (ii)  may  refrain
     from  enforcing  such  remedy or right  or  taking  such  other
     action  until such instructions are received, and  (iii)  shall
     be   protected  in  conclusively  relying  on  or   acting   in
     accordance with such instructions.

     (b)   No  provision  of  this  Guarantee  shall  be  deemed  to
impose  any  duty  or  obligation  on  the   Guarantee  Trustee   to
perform  any  act  or  acts or exercise any right,  power,  duty  or
obligation  conferred  or  imposed on  it  in  any  jurisdiction  in
which  it  shall  be  illegal, or in which  the   Guarantee  Trustee
shall  be  unqualified or incompetent in accordance with  applicable
law,  to  perform  any  such act or acts or  to  exercise  any  such
right,   power,   duty  or  obligation.  No  permissive   power   or
authority  available to the  Guarantee Trustee  shall  be  construed
to be a duty.

SECTION   3.3     Not  Responsible  for  Recitals  or  Issuance   of
Guarantee

     The  recitals  contained in this Guarantee shall  be  taken  as
the  statements  of the Guarantor, and the  Guarantee  Trustee  does
not   assume   any   responsibility  for  their   correctness.   The
Guarantee  Trustee  makes no representation as to  the  validity  or
sufficiency of this Guarantee.

                           ARTICLE IV
                        GUARANTEE TRUSTEE

SECTION 4.1     Guarantee Trustee; Eligibility

     (a)   There  shall at all times be a  Guarantee  Trustee  which
shall:

          (i)  not be an Affiliate of the Guarantor; and

          (ii)   be  a  corporation  organized  and  doing  business
     under  the  laws of the United States of America or  any  State
     or  Territory  thereof or of the District  of  Columbia,  or  a
     corporation   or   Person  permitted  by  the  Securities   and
     Exchange  Commission to act as an institutional  trustee  under
     the  Trust  Indenture  Act,  authorized  under  such  laws   to
     exercise  corporate  trust powers, having  a  combined  capital
     and   surplus   of   at   least  750   million   U.S.   dollars
     ($750,000,000),  and subject to supervision or  examination  by
     Federal,   State,   Territorial   or   District   of   Columbia
     authority.   If   such   corporation   publishes   reports   of
     condition  at  least  annually,  pursuant  to  law  or  to  the
     requirements   of   the  supervising  or  examining   authority
     referred  to  above,  then, for the purposes  of  this  Section
     4.1   (a)(ii),  the  combined  capital  and  surplus  of   such
     corporation  shall  be  deemed to be its combined  capital  and
     surplus  as  set forth in its most recent report  of  condition
     so published.

     (b)   If at any time the  Guarantee Trustee shall cease  to  be
eligible  to  so  act under Section 4.1(a), the   Guarantee  Trustee
shall  immediately  resign in the manner and  with  the  effect  set
out in Section 4.2(c).

     (c)   If  the   Guarantee  Trustee has  or  shall  acquire  any
"conflicting  interest"  within the meaning  of  Section  310(b)  of
the  Trust  Indenture  Act,  the  Guarantee  Trustee  and  Guarantor
shall  in  all  respects  comply  with  the  provisions  of  Section
310(b) of the Trust Indenture Act.

SECTION  4.2     Appointment, Removal and Resignation of   Guarantee
Trustees

     (a)   Subject  to  Section 4.2(b), the  Guarantee  Trustee  may
be   appointed  or  removed  without  cause  at  any  time  by   the
Guarantor.

     (b)    The    Guarantee  Trustee  shall  not  be   removed   in
accordance   with  Section  4.2(a)  until  a  Successor    Guarantee
Trustee  has  been  appointed and has accepted such  appointment  by
written  instrument  executed by such Successor   Guarantee  Trustee
and delivered to the Guarantor.

     (c)   The   Guarantee  Trustee appointed to office  shall  hold
office  until  a  Successor   Guarantee  Trustee  shall  have   been
appointed  or  until  its  removal or  resignation.  The   Guarantee
Trustee   may  resign  from  office  (without  need  for  prior   or
subsequent  accounting)  by an instrument  in  writing  executed  by
the   Guarantee  Trustee  and  delivered  to  the  Guarantor,  which
resignation  shall  not  take effect until  a  Successor   Guarantee
Trustee  has  been  appointed and has accepted such  appointment  by
instrument   in  writing  executed  by  such  Successor    Guarantee
Trustee   and   delivered  to  the  Guarantor  and   the   resigning
Guarantee Trustee.

     (d)   If  no  Successor   Guarantee  Trustee  shall  have  been
appointed  and  accepted  appointment as provided  in  this  Section
4.2   within  60  days  after  delivery  to  the  Guarantor  of   an
instrument  of  resignation, the resigning   Guarantee  Trustee  may
petition  any court of competent jurisdiction for appointment  of  a
Successor   Guarantee  Trustee.  Such  court  may  thereupon,  after
prescribing  such notice, if any, as it may deem proper,  appoint  a
Successor  Guarantee Trustee.

     (e)   No   Guarantee Trustee shall be liable for  the  acts  or
omissions to act of any Successor  Guarantee Trustee.

     (f)    Upon  termination  of  this  Guarantee  or  removal   or
resignation  of  the   Guarantee Trustee pursuant  to  this  Section
4.2,  the  Guarantor  shall  pay  to  the   Guarantee  Trustee   all
amounts  accrued  to  the  date  of  such  termination,  removal  or
resignation.

                            ARTICLE V
                            GUARANTEE

SECTION 5.1    Guarantee

     The  Guarantor  irrevocably and unconditionally agrees  to  pay
in   full   to   the   Holders  the  Guarantee   Payments   (without
duplication  of  amounts theretofore paid by  the  Issuer),  as  and
when   due,   regardless  of  any  defense,  right  of  set-off   or
counterclaim  that  the Issuer may have or assert.  The  Guarantor's
obligation  to make a Guarantee Payment may be satisfied  by  direct
payment  of  the  required amounts by the Guarantor to  the  Holders
or by causing the Issuer to pay such amounts to the Holders.

SECTION 5.2    Waiver of Notice and Demand

     The  Guarantor  hereby  waives notice  of  acceptance  of  this
Guarantee  and  of any liability to which it applies or  may  apply,
presentment,   demand  for  payment,  any   right   to   require   a
proceeding  first  against the Issuer or  any  other  Person  before
proceeding  against  the Guarantor, protest, notice  of  nonpayment,
notice  of  dishonor,  notice of redemption and  all  other  notices
and demands.

SECTION 5.3    Obligations Not Affected

     The  obligations,  covenants,  agreements  and  duties  of  the
Guarantor  under  this  Guarantee shall in no  way  be  affected  or
impaired  by  reason of the happening from time to time  of  any  of
the following:

     (a)    the   release  or  waiver,  by  operation  of   law   or
otherwise,  of  the performance or observance by the Issuer  of  any
express   or   implied  agreement,  covenant,  term   or   condition
relating to the to be performed or observed by the Issuer;

     (b)   the  extension of time for the payment by the  Issuer  of
all   or   any  portion  of  the  Distributions,  Redemption  Price,
Liquidation  Distribution  or  any  other  sums  payable  under  the
terms  of  the   Securities  or  the  extension  of  time  for   the
performance  of any other obligation under, arising out  of,  or  in
connection  with, the  Securities (other than an extension  of  time
for   payment   of  Distributions,  Redemption  Price,   Liquidation
Distribution  or other sum payable that results from  the  extension
of  any  interest payment period on the Debentures or any  extension
of   the   maturity  date  of  the  Debentures  permitted   by   the
Indenture);

     (c)   any  failure,  omission, delay or lack  of  diligence  on
the  part  of the Holders to enforce, assert or exercise any  right,
privilege,  power  or  remedy conferred on the Holders  pursuant  to
the  terms  of  the  Securities, or any action on the  part  of  the
Issuer granting indulgence or extension of any kind;

     (d)   the  voluntary  or involuntary liquidation,  dissolution,
sale   of  any  collateral,  receivership,  insolvency,  bankruptcy,
assignment   for   the   benefit   of   creditors,   reorganization,
arrangement,  composition  or readjustment  of  debt  of,  or  other
similar  proceedings affecting, the Issuer or any of the  assets  of
the Issuer;

     (e)   any  invalidity  of,  or defect  or  deficiency  in,  the
Securities;

     (f)    the   settlement  or  compromise   of   any   obligation
guaranteed hereby or hereby incurred; or

     (g)   any  other  circumstance whatsoever that might  otherwise
constitute  a  legal  or  equitable  discharge  or  defense   of   a
guarantor,  it  being  the  intent of  this  Section  5.3  that  the
obligations  of  the  Guarantor  hereunder  shall  be  absolute  and
unconditional under any and all circumstances.

     There  shall  be  no obligation of the Holders to  give  notice
to,  or  obtain  the consent of, the Guarantor with respect  to  the
happening of any of the foregoing.

SECTION 5.4    Rights of Holders

     (a)   The  Holders of a Majority in liquidation amount  of  the
Securities  have the right to direct the time, method and  place  of
conducting  of  any  proceeding for  any  remedy  available  to  the
Guarantee  Trustee  in respect of this Guarantee or  exercising  any
trust  or  power  conferred upon the  Guarantee Trustee  under  this
Guarantee.

     (b)    If   the   Guarantee  Trustee  fails  to  enforce   this
Guarantee,  any  Holder  may institute a legal  proceeding  directly
against  the  Guarantor to enforce its rights under this  Guarantee,
without  first  instituting a legal proceeding against  the  Issuer,
the   Guarantee  Trustee  or any other Person.  Notwithstanding  the
foregoing,  if  the  Guarantor  has  failed  to  make  a   Guarantee
Payment,  a  Holder may directly institute a proceeding against  the
Guarantor  for  enforcement of the Guarantee for such  payment.  The
Guarantor  waives  any right or remedy to require  that  any  action
on  this  Guarantee  be  brought first against  the  Issuer  or  any
other  person  or  entity  before proceeding  directly  against  the
Guarantor.

SECTION 5.5    Guarantee of Payment

     This  Guarantee  creates a guarantee  of  payment  and  not  of
collection.

SECTION 5.6    Subrogation

     The  Guarantor shall be subrogated to all rights,  if  any,  of
the  Holders  against the Issuer in respect of any amounts  paid  to
such  Holders  by  the  Guarantor under  this  Guarantee;  provided,
however,  that  the  Guarantor  shall  not  (except  to  the  extent
required  by  mandatory provisions of law) be  entitled  to  enforce
or  exercise  any  right that it may acquire by way  of  subrogation
or  any  indemnity, reimbursement or other agreement, in  all  cases
as  a  result  of payment under this Guarantee, if, at the  time  of
any  such  payment,  any  amounts are  due  and  unpaid  under  this
Guarantee.  If  any  amount  shall  be  paid  to  the  Guarantor  in
violation  of the preceding sentence, the Guarantor agrees  to  hold
such  amount  in trust for the Holders and to pay over  such  amount
to the Holders.

SECTION 5.7    Independent Obligations

     The  Guarantor  acknowledges  that  its  obligations  hereunder
are  independent  of the obligations of the Issuer with  respect  to
the   Securities,  and  that  the  Guarantor  shall  be  liable   as
principal  and  as  debtor  hereunder  to  make  Guarantee  Payments
pursuant  to  the  terms  of  this  Guarantee  notwithstanding   the
occurrence  of  any  event  referred to in subsections  (a)  through
(g), inclusive, of Section 5.3 hereof.

                           ARTICLE VI
               LIMITATION OF TRANSACTIONS; RANKING

SECTION 6.1    Limitation of Transactions

     So  long  as  any   Securities  remain  outstanding,  if  there
shall  have  occurred  an Event of Default or an  Event  of  Default
under  the  Declaration and written notice of such Event of  Default
has  been  given to the Guarantor, then (a) the Guarantor shall  not
declare  or  pay  any  dividend  on,  make  any  distribution   with
respect  to,  or  redeem, purchase, acquire or  make  a  liquidation
payment  with respect to, any of its capital stock (other  than  (i)
purchases  or  acquisitions of capital stock  of  the  Guarantor  in
connection   with   the  satisfaction  by  the  Guarantor   of   its
obligations  under  any  employee or  agent  benefit  plans  or  the
satisfaction  by  the Guarantor of its obligations pursuant  to  any
contract  or  security  outstanding  on  the  date  of  such   event
requiring   the  Guarantor  to  purchase  capital   stock   of   the
Guarantor,   (ii)  as  a  result  of  a  reclassification   of   the
Guarantor's  capital  stock or the exchange  or  conversion  of  one
class  or  series  of  the  Guarantor's capital  stock  for  another
class  or  series  of  the  Guarantor's  capital  stock,  (iii)  the
purchase  of  fractional  interests in  shares  of  the  Guarantor's
capital  stock  pursuant  to the conversion or  exchange  provisions
of   such   capital  stock  or  the  security  being  converted   or
exchanged,  (iv)  dividends or distributions  in  capital  stock  of
the  Guarantor  (or rights to acquire capital stock) or  repurchases
or  redemptions  of  capital  stock  solely  from  the  issuance  or
exchange  of  capital stock or (v) redemptions or purchases  of  any
rights   outstanding  under  a  shareholder  rights  plan  (or   the
declaration  thereunder  of a dividend of  rights  in  the  future),
(b)   the   Guarantor  shall  not  make  any  payment  of  interest,
principal  or  premium, if any, on or repay,  repurchase  or  redeem
any  debt  securities issued by the Guarantor that  rank  junior  to
the   Debentures,  and  (c)  the  Guarantor  shall  not   make   any
guarantee  payments  with  respect  to  the  foregoing  (other  than
payments pursuant to the Guarantee).

SECTION 6.2    Ranking

     This  Guarantee  will constitute a senior unsecured  obligation
of  the  Guarantor and, at all times when an Event  of  Default  has
occurred and is continuing under the Declaration, will rank:

            (i)       pari passu with all of the Guarantor's  senior
     unsecured  obligations  except those  made  subordinate  hereto
     by their terms; and

           (ii)      senior to the Guarantor's common stock.

     If  an  event  of default under the Indenture has occurred  and
is  continuing,  the rights of the holders of the Common  Securities
will  be  subordinate and junior in right of payment and  shall  not
be  paid  until  the prior payment in full of, all amounts  due  and
owing to the holders of the Capital Securities.

                           ARTICLE VII
                           TERMINATION

SECTION 7.1    Termination

     This  Guarantee  shall terminate upon (i) full payment  of  the
Repayment  Price  of all  Securities, (ii) upon the distribution  of
the  Debentures  to all Holders or (iii) upon full  payment  of  the
amounts   payable   in   accordance  with   the   Declaration   upon
liquidation  of  the  Issuer. Notwithstanding  the  foregoing,  this
Guarantee  will  continue to be effective or will be reinstated,  as
the  case  may  be, if at any time any Holder must  restore  payment
of any sums paid under the Securities or under this Guarantee.

                          ARTICLE VIII
                         INDEMNIFICATION

SECTION 8.1    Exculpation

     (a)   No  Indemnified  Person shall be liable,  responsible  or
accountable  in  damages  or  otherwise  to  the  Guarantor  or  any
Covered  Person  for  any loss, damage or claim incurred  by  reason
of  any  act  or  omission performed or omitted by such  Indemnified
Person  in  good faith in accordance with this Guarantee  and  in  a
manner  that  such  Indemnified Person  reasonably  believed  to  be
within  the  scope  of the authority conferred on  such  Indemnified
Person  by  this  Guarantee or by law, except  that  an  Indemnified
Person  shall  be  liable  for  any  such  loss,  damage  or   claim
incurred  by  reason  of  such Indemnified  Person's  negligence  or
willful misconduct with respect to such acts or omissions.

     (b)   An  Indemnified  Person  shall  be  fully  protected   in
relying  in  good faith upon the records of the Guarantor  and  upon
such  information,  opinions, reports  or  statements  presented  to
the  Guarantor  by  any Person as to matters the Indemnified  Person
reasonably  believes  are  within such other  Person's  professional
or  expert  competence  and  who has been selected  with  reasonable
care  by  or  on  behalf  of the Guarantor,  including  information,
opinions,  reports or statements as to the value and amount  of  the
assets,   liabilities,  profits,  losses,   or   any   other   facts
pertinent  to  the  existence  and  amount  of  assets  from   which
Distributions to Holders might properly be paid.

SECTION 8.2    Indemnification

     (a)   To  the fullest extent permitted by applicable  law,  the
Guarantor   shall  indemnify  and  hold  harmless  each  Indemnified
Person  from  and  against any loss, damage  or  claim  incurred  by
such   Indemnified  Person  by  reason  of  any  act   or   omission
performed  or  omitted by such Indemnified Person in good  faith  in
accordance  with  this  Guarantee and in a manner  such  Indemnified
Person  reasonably  believed to be within  the  scope  of  authority
conferred  on  such  Indemnified Person by  this  Guarantee,  except
that  no  Indemnified Person shall be entitled to be indemnified  in
respect  of  any loss, damage or claim incurred by such  Indemnified
Person  by  reason of negligence or willful misconduct with  respect
to such acts or omissions.

     (b)   To  the  fullest  extent  permitted  by  applicable  law,
reasonable  out-of-pocket expenses (including legal  fees)  incurred
by  an  Indemnified Person in defending any claim,  demand,  action,
suit  or  proceeding shall, from time to time, be  advanced  by  the
Guarantor  prior  to  the final disposition of such  claim,  demand,
action,  suit  or  proceeding upon receipt by the  Guarantor  of  an
undertaking  by  or  on behalf of the Indemnified  Person  to  repay
such  amount  if it shall be determined that the Indemnified  Person
is   not  entitled  to  be  indemnified  as  authorized  in  Section
8.2(a).

     (c)   The  provisions  set  forth in  this  Section  8.2  shall
survive  the  termination of the Guarantee  or  the  resignation  or
removal of the  Guarantee Trustee.

                           ARTICLE IX
                          MISCELLANEOUS

SECTION 9.1    Successors and Assigns

     All  guarantees  and  agreements contained  in  this  Guarantee
shall   bind  the  successors,  assigns,  receivers,  trustees   and
representatives  of  the Guarantor and shall inure  to  the  benefit
of the Holders of the  Securities then outstanding.

SECTION 9.2    Amendments

     Except  with  respect  to any changes  that  do  not  adversely
affect  the  rights of Holders (in which case no consent of  Holders
will  be  required),  this Guarantee may only be  amended  with  the
prior   approval  of  the  Holders  of  at  least  a   Majority   in
liquidation  amount  (including the  stated  amount  that  would  be
paid  on  redemption,  liquidation or otherwise,  plus  accrued  and
unpaid   Distributions   to  the  date   upon   which   the   voting
percentages  are  determined)  of all the  outstanding   Securities.
The  provisions of Section 12.2 of the Declaration with  respect  to
meetings of Holders apply to the giving of such approval.

SECTION 9.3    Notices

     All  notices  provided  for  in  this  Guarantee  shall  be  in
writing,  duly  signed by the party giving such  notice,  and  shall
be  delivered,  telecopied  or mailed  by  registered  or  certified
mail, as follows:

     (a)   If  given  to the  Guarantee Trustee, at  the   Guarantee
Trustee's  mailing  address set forth below (or such  other  address
as  the   Guarantee  Trustee may give notice of to  the  Holders  of
the  Securities):

               The First National Bank of Chicago
               One First National Plaza
               Suite 0126
               Chicago, IL  60670-0126
                              
               Attention:  Corporate Trust
                        Services Division

     (b)   If  given  to  the Guarantor, at the Guarantor's  mailing
address  set  forth below (or such other address  as  the  Guarantor
may give notice of to the Holders):

               Ingersoll-Rand Company
               200 Chestnut Ridge Road
               Woodcliff Lake, New Jersey 07675

               Attn:  Corporate Secretary

     (c)   If  given to any Holder, at the address set forth on  the
books and records of the Issuer.

     All  such  notices  shall be deemed to  have  been  given  when
received  in  person, telecopied with receipt confirmed,  or  mailed
by  first  class mail, postage prepaid except that if  a  notice  or
other  document  is refused delivery or cannot be delivered  because
of  a  changed address of which no notice was given, such notice  or
other  document shall be deemed to have been delivered on  the  date
of such refusal or inability to deliver.

SECTION 9.4    Benefit

     This  Guarantee is solely for the benefit of the  Holders  and,
subject  to  Section  3.1(a),  is not separately  transferable  from
the  Securities.

SECTION 9.5    Governing Law.

     THIS  GUARANTEE  SHALL  BE  GOVERNED  BY,  AND  CONSTRUED   AND
INTERPRETED  IN  ACCORDANCE WITH, THE  LAWS  OF  THE  STATE  OF  NEW
YORK.
     
     THIS  GUARANTEE  is  executed as of  the  day  and  year  first
above written.
                                                  
                              INGERSOLL-RAND COMPANY,
                              as Guarantor


                              By:_____________________________
                              Name:
                              Title:

                              By: ____________________________
                              Name:
                              Title:


                              THE FIRST NATIONAL BANK OF CHICAGO,
                              as Guarantee Trustee

                              By: _____________________________
                              Name:
                              Title: