Exhibit 10 (iii)(v)






January 25, 2000




Mr. Randy Smith

Dear Randy:

I  am pleased to offer you the position of President, Security
and  Safety  Sector of Ingersoll-Rand Company  and  intend  to
recommend  your election as an Officer of the Company  to  the
Board of Directors.

The following is an outline of our offer:

1. Your  starting base salary will be at an annual rate  of
   $400,000 paid monthly.

2. You  will  be  eligible for an annual  incentive  award,
   targeted at 90% of salary depending upon your performance and
   Ingersoll-Rand Company performance.

3. You  have  been recommended for an award of 50,000  non-
   qualified stock options (a 10,000 share non-recurring sign-on
   award and a 40,000 share regular annual award).  These awards
   are subject to approval by Ingersoll-Rand's Board of Directors
   and  to  the terms and conditions of awards made  under  our
   Incentive  Stock  Plan.  Your award recommendation  will  go
   before the Compensation Committee of Ingersoll-Rand's Board at
   their  first meeting following your first day of employment.
   These options will be priced after the stock market closes on
   the  day  they are approved by the Board at the Fair  Market
   Value  of  Ingersoll-Rand stock.  Thereafter,  you  will  be
   considered  a full participant in the Plan and  eligible  to
   receive awards under the Plan in future years as administered
   by the Compensation Committee of the Board.  All stock option
   awards vest ratably over a three-year period, one-third each
   year.

4. Upon  acceptance  of  this  offer  and  commencement  of
   employment, you will be awarded 4,000 performance shares  of
   Ingersoll-Rand  stock.   These  shares  vest  according   to
   achievement of Ingersoll-Rand earnings per share (EPS) annual
   growth  targets,  which,  for  performance  year  2000,  are
   currently  set  at  12%.  These shares are distributed  each
   February following the Board's approval of the Company's EPS
   performance.  In subsequent years, you will be eligible  for
   additional annual awards of similar value.

5. You will be eligible for the complete program of employee
   benefits offered to all Ingersoll-Rand salaried employees in
   accordance  with  the terms and conditions of  those  Plans.
   Further, as an Officer of the Company, you will be nominated
   for membership in the company's Elected Officer Supplemental
   (Pension) Plan, under the terms and conditions of that Plan,
   except as modified below:

   The  Elected  Officer  Supplemental  Plan  (EOSP)  provides
   retirement  benefits  at normal retirement  age,  which  for
   Officers is 62, based on a percentage of your defined  final
   earnings (final salary plus the average of the highest  five
   of  your  last  six bonuses).  In your case,  Ingersoll-Rand
   will establish your target percentage at 50% of final pay at
   age  62, taking into account Ingersoll-Rand's Qualified  and
   Non-qualified  Defined Benefit Pension Plans (Plan  One  and
   the  Excess Plan), and your other vested retirement benefits
   from  previous employment.  Once we know the precise details
   of   your  age,  employment  date,  and  previously   vested
   benefits,  we will provide an exhibit showing the  estimated
   value  of  this arrangement.  While some of these provisions
   are  tailored  to your personal circumstances and  therefore
   are outside of the strict provisions of the EOSP, except  as
   provided  for here, the provisions of the EOSP  will  govern
   all determinations.

6. You  are  eligible for the Company's Relocation  Program,  a
   copy of which is attached.

7. You  will  be provided a company car in accordance with  our
   company  car  policy  and  club  membership  appropriate  to
   support business effectiveness.

8. This  offer is condition upon satisfactorily passing a  drug
   test  and  fulfilling the requirements  of  the  Immigration
   Reform and Control Act of 1986.

Randy,   I   believe  this  offer  represents   an   excellent
opportunity for you to immediately become a valuable  addition
to  our Company.  My colleagues who have had a chance to  meet
with  you  share  this  belief, and we look  forward  to  your
joining us on February 1, 2000.

Welcome!

Sincerely,



/s/ Herb Henkel
Herb Henkel
Chief Executive Officer

Enclosures
cc:  D. Rice
     R. Butler