UNITED STATES SECURITIES AND EXCHANGE COMMISSION
                                Washington, D.C. 20549
                                      FORM 10-K

           X   ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE
               SECURITIES EXCHANGE ACT OF 1934 

                     For the fiscal year ended December 31, 1995
                                          or
               TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE
               SECURITIES EXCHANGE ACT OF 1934
                    For the transition period from       to      

                              Commission File No. 1-985
                               INGERSOLL-RAND COMPANY                      
                (Exact name of registrant as specified in its charter)

                          New Jersey                       13-5156640      
               (State or other jurisdiction of          (I.R.S. Employer
               incorporation or organization)           Identification No.)

                   Woodcliff Lake, New Jersey                 07675        
            (Address of principal executive offices)        (Zip Code)

          Registrant's telephone number, including area code: (201)573-0123
          Securities registered pursuant to Section 12(b) of the Act:
                                                  Name of each exchange
               Title of each class                 on which registered 

             Series A Preference               New York, London and 
               Stock Purchase Rights             Amsterdam Stock Exchanges
             Common Stock, $2 par value        New York, London and
                                                 Amsterdam Stock Exchanges

          Securities registered pursuant to Section 12(g) of the Act: None

            Indicate by check mark whether the registrant (1) has filed all
          reports required to be filed by Section 13 or 15(d) of the
          Securities Exchange Act of 1934 during the preceding 12 months
          (or for such shorter period that the registrant was required to
          file such reports), and (2) has been subject to such filing
          requirements for the past 90 days.  
          YES  X     NO     

            Indicate by check mark if disclosure of delinquent filers
          pursuant to Item 405 of Regulation S-K is not contained herein,
          and will not be contained, to the best of registrant's knowledge,
          in definitive proxy or information statements incorporated by
          reference in Part III of this Form 10-K or any amendment to this
          Form 10-K [ X ]   
                                                                           

                                          1<PAGE>






          The aggregate market value of common stock held by nonaffiliates
          on March 13, 1996 was $4,521,289,143 based on the closing price
          of such stock on the New York Stock Exchange.  This includes the
          shares owned by the Registrant's Leveraged Employee Stock
          Ownership Plan.
                                                                           

          The number of shares of common stock outstanding as of March 13,
          1996 was 109,064,532.
                                                                           

                         DOCUMENTS INCORPORATED BY REFERENCE
            Annual Report to Shareowners for fiscal year ended December 31,
          1995.  With the exception of those portions which are
          incorporated by reference into Parts I, II and IV of this Form
          10-K Annual Report, the 1995 Annual Report to Shareowners is not
          to be deemed filed as part of this report.
            Proxy Statement for Annual Meeting of Shareholders to be held
          on April 26, 1996.  See Part III of this Form 10-K Annual Report
          for portions incorporated by reference.  (A definitive proxy
          statement has been filed with the Commission since the close of
          the fiscal year).

                                        PART I
          Item 1.   BUSINESS
                  Ingersoll-Rand Company (the company) was organized in
          1905 under the laws of the State of New Jersey as a consolidation
          of Ingersoll-Sergeant Drill Company and the Rand Drill Company,
          whose businesses were established in the early 1870's.  Over the
          years, the company has supplemented its original business, which
          consisted primarily of the manufacture and sale of rock drilling
          equipment, with additional products which have been developed
          internally or obtained through acquisition.

                  The following acquisitions have been accounted for as
          purchases and, accordingly, each purchase price was allocated to
          the acquired assets and assumed liabilities based on their
          estimated fair values.  The results of operations since the dates
          of acquisition are included in the consolidated financial
          statements.

          o  In August 1993, the company acquired the Kunsebeck, Germany,
             needle and cylindrical bearing business of FAG Kugelfischer
             Georg Schafer AG of Schweinfurt, Germany, for $42.5 million in
             cash.

          o  In April 1994, the company acquired full ownership of the ball
             bearing joint venture with GMN Georg Mueller of America, Inc.
             for $4.9 million in cash.



                                          2<PAGE>






          o  In June 1994, the company acquired Montabert S.A., a French
             manufacturer of hydraulic rock-breaking and drilling equipment
             for $18.4 million in cash plus assumption of liabilities.

          o  In August 1994, the company acquired the Ecoair air compressor
             product line from MAN Gutehoffnungshutte AG (MAN GHH) for
             $10.6 million in cash.  The company also entered into a 50/50
             joint venture, GHH-RAND Schraubenkompressoren GmbH & Co. KG
             (GHH-RAND) with MAN GHH to manufacture airends.  The company
             invested approximately $17.6 million in GHH-RAND.  

          o  In May 1995, the company acquired Clark Equipment Company (Clark)
             for approximately $1.5 billion in cash.  Clark's business is the
             design, manufacture and sale of skid-steer loaders, compact
             excavators, agricultural equipment, asphalt paving equipment,
             transmissions for off-highway equipment, golf cars and light
             utility vehicles.

          o  On January 31, 1996, the company acquired the Steelcraft
             Division of MascoTech, Inc.  Steelcraft manufactures a wide
             range of cold-rolled and galvanized steel doors for use
             primarily in nonresidential construction.

                  Dispositions that the company has made in recent years
          are as follows:

          o  The company sold the assets of several small business units in
             1993, as well as substantially all of the assets of its coal-
             mining machinery and aerospace bearings businesses for $55.5
             million in cash.

          o  In 1994, the assets of the Ingersoll-Dresser Pump Company (IDP)
             Australian operations were sold in return for shares of the
             purchaser.  The company and Dresser Industries sold IRI
             International Corporation, a 50/50 joint venture that is a
             manufacturer of mobile drilling rigs, to a third party.

          o  In May 1995, the company sold the domestic paving equipment
             business to Champion Road Machinery Limited of Canada.  The
             sale was a preacquisition requirement, in order to satisfy
             concerns of the United States Justice Department, prior to the
             Clark acquisition.  The company incurred a $7.1 million pretax
             loss associated with this sale.

          o  On March 27, 1996, the company sold the assets of the Pulp
             Machinery Division to Beloit Corporation, a subsidiary of
             Harnischfeger Industries, Inc.  The sales price is in excess
             of the book value of the assets.





                                          3<PAGE>






          Products
                  The company manufactures and sells primarily
          nonelectrical machinery and equipment.  Principal products
          include the following:

          Abrasive blasting and recovery     Foundation drills
             systems                         Golf cars
          Agricultural sprayers              Hoists
          Air compressors                    Industrial pumps
          Air dryers                         Lubrication equipment
          Air logic controls                 Material handling equipment
          Air motors                         Monitoring drills
          Air tools                          Needle roller bearings
          Architectural hardware trim        Paving equipment
          Asphalt compactors                 Pellet mills
          Automated-parts finishing          Pneumatic cylinders
            systems                          Pneumatic valves
          Automated production systems       Portable compressors
          Automotive components              Portable generators
          Axles                              Portable light towers
          Ball bearings                      Road-building machinery
          Blasthole drills                   Rock drills
          Compact hydraulic excavators       Roller bearings
          Construction equipment             Rotary drills
          Diaphragm pumps                    Rough-terrain forklifts
          Door closers                       Skid-steer loaders
          Door hardware                      Soil compactors
          Door locks                         Spray-coating systems
          Emergency exit devices             Transmissions
          Engineered pumps                   Utility vehicles
          Engine-starting systems            Waterjet-cutting systems
          Extrusion systems                  Water well drills
          Fluid-handling equipment           Winches
          Feed-processing equipment

                  These products are sold primarily under the company's
          name and also under other names including Torrington, Fafnir,
          Klemm, Schlage, CPM, LCN Closers, Von Duprin, Aro, ABG,
          Ingersoll-Dresser Pumps, Pacific, Worthington, Jeumont-Schneider
          Pumps, Pleuger, Blaw-Knox, Melroe, Club Car and Clark-Hurth.

                  During the past three years, the division of the
          company's sales between capital goods and expendables has been in
          the approximate ratio of 55 percent and 45 percent, respectively. 
          The company generally defines as expendables those products which
          are not capitalized by the ultimate user.  Examples of such
          products are parts sold for replacement purposes, power tools and
          needle bearings.




                                          4<PAGE>






                  Club Car's peak sales of golf cars occur during the
          months of February through June when units are shipped to golf
          clubs at the beginning of their golf season.  Warm weather
          states, such as California and Florida, have golf seasons
          beginning in the fall which stimulate fleet and retail sales
          during the fall.  Sales of Club Car's utility vehicle products
          occur year-round but are heavier in the spring.

                  Additional information on the company's business and
          financial information about industry segments is presented in
          footnote 15 to the Consolidated Financial Statements of the
          company included in the company's Annual Report to Shareowners
          for 1995, incorporated by reference in this Form 10-K Annual Report.

          Distribution
                  The company's products are distributed by a number of
          methods which the company believes are appropriate to the type of
          product.  Sales are made domestically through branch sales
          offices and through distributorships and dealers across the
          United States.  International sales are made through
          approximately 60 subsidiary sales and service companies with a
          supporting chain of distributors in over 100 countries.

          Working Capital
                  The working capital requirements of the company vary with
          respect to the many products and industries in which it is
          involved.  In general, the requirements of its Engineered
          Equipment Segment, which manufactures machinery for specialized
          customer needs, involve a relatively long lead time and, at
          times, more significant company investment with respect to the
          particular product or order.  Historically, these orders are
          generally covered by progress payments, which reduce the
          company's investment in the amount of inventory maintained by
          this segment.  The products manufactured by the company's
          Standard Machinery and Bearings, Locks and Tools segments are
          more in the nature of standard equipment.  Consequently, a wider
          variety must usually be more readily available to meet rapid
          delivery requirements.  Such working capital requirements are
          not, however, in the opinion of management, materially different
          from those experienced by the company's major competitors.

          Customers
                  No material part of the company's business is dependent
          upon a single customer or very few customers, the loss of any one
          of which would have a material adverse effect on the company's
          operations.



                                          5<PAGE>






          Competitive Conditions
                  The company's products are sold in highly competitive
          markets throughout the world against products produced by both
          foreign and domestic corporations.  The principal methods of
          competition in these markets relate to price, quality and
          service.  The company believes that it is one of the leading
          manufacturers in the world of a broad line of air compression
          systems, anti-friction bearings, construction equipment, air
          tools, pumps (through the IDP joint venture), golf cars and
          utility vehicles.  In addition, the company believes it is a
          leading supplier in domestic markets for locks, other door
          hardware products, skid-steer loaders and asphalt paving
          equipment.

          International Operations
                  Sales to customers outside the United States, including
          domestic sales for export, accounted for approximately 44 percent
          of the consolidated net sales in 1995.  Information as to
          operating income by geographic area is set forth in footnote 15
          to the Consolidated Financial Statements of the company included
          in the company's Annual Report to Shareowners for 1995,
          incorporated by reference in this Form 10-K Annual Report.  Sales
          outside of the United States are made in more than 100 countries;
          therefore, the attendant risks of manufacturing or selling in a
          particular country, such as nationalization and establishment of
          common markets, would not have a significant effect on the company's
          international operations.

          Raw Materials
                  The company manufactures many of the components included
          in its products.  The principal raw materials required for the
          manufacture of the company's products are purchased from numerous
          suppliers, and the company believes that available sources of
          supply will generally be sufficient for its needs for the
          foreseeable future.

          Backlog
                  The company's approximate backlog of orders at December
          31, 1995, believed by it to be firm, was $389 million for the
          Standard Machinery Segment, $636 million for the Engineered
          Equipment Segment and $564 million for the Bearings, Locks and
          Tools Segment as compared to $176 million, $395 million and $438
          million, respectively, at December 31, 1994.  These backlog
          figures are based on orders received.  While the major portion of
          the company's products are built in advance of order and either
          shipped or assembled from stock, orders for specialized machinery
          or specific customer application are submitted with extensive
          lead time and are often subject to revision, deferral,
          cancellation or termination.  The company estimates that
          approximately 90 percent of the backlog will be shipped during
          the next twelve months.


                                          6<PAGE>






          Research, Engineering and Development
                  The company maintains extensive research, engineering and
          development facilities for experimenting, testing and developing
          high quality products.  The company employs approximately 1,700
          professional employees for its research, engineering and
          development activities.  The company spent $190 million in 1995,
          $155 million in 1994 and $150 million in 1993 on research,
          engineering and development.

          Patents and Licenses
                  The company owns numerous patents and patent applications
          and is licensed under others.  While it considers that in the
          aggregate its patents and licenses are valuable, it does not
          believe that its business is materially dependent on its patents
          or licenses or any group of them.  In the company's opinion,
          engineering and production skills, and experience are more
          responsible for its market position than patents or licenses.

          Environmental Matters
                  The company is subject to extensive environmental laws
          and regulations.  We believe that the company, as well as
          industry in general, will be faced with increasingly stringent
          laws and regulations in the future.  As a result, the company has
          been and continues to be dedicated to an environmental program to
          reduce the utilization and generation of hazardous materials
          during the manufacturing process and to remediate identified
          environmental concerns.  As to the latter, the company currently
          is engaged in site investigations and remedial activities to
          address environmental cleanup from past operations at current and
          former manufacturing facilities, including the facilities added
          through the Clark acquisition.

                  During 1995, the company spent approximately $6 million
          on capital projects for pollution abatement and control and an
          additional $8 million for environmental remediation expenditures,
          including operation and maintenance of existing environmental
          programs.  It should be noted that these amounts are difficult to
          estimate because environmental improvements are generally
          intertwined with the overall improvement costs at a particular
          plant, and the accurate estimate of which portion of an
          improvement or a capital expenditure relates to an environmental
          improvement is difficult to ascertain.  The company believes that
          these expenditure levels will continue and may increase over
          time.  Given the evolving nature of environmental laws,
          regulations and technology, the ultimate cost of future
          compliance is uncertain.






                                          7<PAGE>






                  The company is a party to environmental lawsuits and
          claims.  It has received notices of potential violations of
          environmental laws and regulations from the Environmental
          Protection Agency and similar state authorities, and is
          identified as a potentially responsible party (PRP) for cleanup
          costs at approximately 41 federal Superfund and state remediation
          sites (including Clark-acquired PRP locations).  For all sites
          there are other PRPs and in most instances, the company's site
          involvement is minimal.  While all PRPs may be jointly and
          severally liable to pay all site investigation and remediation
          costs, to date there is no indication the company will be liable
          for more than the costs of its own percentage of responsibility
          at any site.  Additional lawsuits and claims involving
          environmental matters are likely to arise from time to time in
          the future.

                  Although uncertainties regarding environmental
          technology, state and federal laws and regulations and individual
          site information make estimating the liability difficult,
          management believes that the total liability for the cost of
          remediation and environmental lawsuits and claims will not have a
          material effect on the financial condition, results of
          operations, liquidity or cash flows of the company for any year. 
          It should be noted that when the company estimates its liability
          for environmental matters, such estimates are based on current
          technologies and the company does not discount its liability or
          assume any insurance recoveries.

          Employees
                  There are approximately 41,100 employees of the company
          throughout the world, of whom approximately 28,600 work in the
          United States and 12,500 in foreign countries.  Approximately 32
          percent of the company's United States production and maintenance
          employees, who work in 11 plants, are represented by 5 unions.
          The company believes relations with its employees are satisfactory.

          Item 2.   PROPERTIES
                  The company's executive offices are located at Woodcliff
          Lake, New Jersey.  Manufacturing and assembly operations are
          conducted in 51 plants in the United States; 6 plants in Canada;
          32 plants in Europe; 7 plants in Asia; 5 plants in Latin
          America and 1 plant in Africa.  The company also maintains various
          warehouses, offices and repair centers in the United States,
          Canada and abroad.







                                          8<PAGE>






                  Substantially all plant facilities are owned by the
          company and the remainder are under long-term lease.  The company
          believes that its plants and equipment have been well-maintained
          and are generally in good condition.  The company has several
          closed facilities that it is actively marketing with the intent
          of selling them at their net realizable value.

                  The operating segments for which the facilities are
          primarily used are as described below.  Facilities that produce
          products in several operating segments are classified by the
          products which they primarily manufacture.  Facilities under
          long-term lease are included below and are not significant to
          each operating segment's total number of plants or square
          footage.

          Standard Machinery
                  This segment's products include machinery regularly used
          in general manufacturing and in industries such as mining and
          construction.  Products range from blasthole drills used in
          mining and construction, small air compressors found worldwide in
          auto service stations, skid-steer loaders and golf cars.  The
          segment is aligned into five operating groups:  Air Compressor,
          Construction and Mining, Melroe, Club Car and Mining Machinery
          (which was sold in 1993).  The segment's manufacturing locations
          are as follows:
                                                         Approximate
                                    Number of Plants    Square Footage

                  Domestic                 11              3,321,000
                  International            13              2,338,000

                          Total            24              5,659,000

          Engineered Equipment
                  The products manufactured by this segment are
          predominantly designed for specific customer applications.  The
          segment's diverse product line includes pumps, liquid/solid
          separation, densification machinery and axles and transmissions
          for off-highway vehicles.  The segment is organized into three
          operating groups:  Pump, Process Systems (a portion of which was
          sold in 1996) and Clark-Hurth.  The segment's manufacturing
          facilities are as follows:

                                                         Approximate
                                    Number of Plants    Square Footage

                  Domestic                 12              2,969,000
                  International            23              3,081,000

                          Total            35              6,050,000



                                          9<PAGE>






          Bearings, Locks and Tools
                  This segment primarily serves the automotive, capital
          goods, energy and construction industries.  Products in this
          segment include bearings for specialized and industrial
          application, locks and door hardware for residential and
          commercial buildings, air tools for industrial use, air winches,
          hoists and engine starting systems, and automated production
          systems for transportation equipment manufacturers.  There are
          three operating groups in this segment:  Bearings and Components
          Group, Production Equipment Group and Architectural Hardware
          Group (formerly known as Door Hardware Group).  The segment's
          manufacturing facilities are as follows:
                                                         Approximate
                                    Number of Plants    Square Footage

                  Domestic                 28              6,288,000
                  International            15              1,683,000

                          Total            43              7,971,000


          Item 3.   LEGAL PROCEEDINGS
                  In the normal course of business, the company is involved
          in a variety of lawsuits, claims and legal proceedings, including
          proceedings for the cleanup of approximately 41 waste sites under
          federal Superfund and similar state laws.  In the opinion of the
          company, pending legal matters, including the one discussed
          below, are not expected to have a material adverse affect on the
          results of operations, financial condition, liquidity or cash
          flows.

                  On October 5, 1992, the United States Environmental
          Protection Agency (EPA) issued a Finding of Violation and Order
          for Compliance (Order) which alleges that Clark has failed to
          comply with the pretreatment regulations promulgated pursuant to
          Section 306 and 307 of the Clean Water Act.  The Order alleges
          that certain metal finishing wastewaters generated at the Clark
          Melroe facility in Gwinner, North Dakota were discharged into the
          Publicly Owned Treatment Works (POTW) operated by the City of
          Gwinner in violation of the applicable pretreatment regulations. 
          The Order also alleges that Clark failed to comply with the
          discharge limitations for metal finishing wastewater and all
          related reporting requirements.  Clark has taken all actions
          required of it under the Order.




                                          10<PAGE>






                  On April 29, 1994, in United States of America v. Clark
          Equipment Company d/b/a Melroe Company, the U.S. filed suit
          against Clark in the United States District Court for the
          District of North Dakota.  The complaint seeks (i) to permanently
          enjoin Clark to comply fully with all applicable requirements of
          the Act and Regulations and (ii) civil penalties against Clark of
          up to $25,000 per day for each violation for (a) alleged
          discharges of pollutants in violations of the effluent
          limitations contained in the pretreatment regulations, (b) a
          failure to submit timely and complete reports and (c) a failure
          to sample and analyze its regulated wastewater prior to discharge
          into the POTW.  This case is now awaiting trial.



          Item 4.   SUBMISSION OF MATTERS TO A VOTE OF SECURITY HOLDERS
                  No matters were submitted to a vote of the company's
          security holders during the last quarter of its fiscal year ended
          December 31, 1995.




                                          11<PAGE>





          The following information is included in accordance with the
          provision of Part III, Item 10.
                                  Date of
                                 Service as    Principal Occupation and
                                an Executive   Other Information
          Name and Age            Officer      for Past Five Years     
          James E. Perrella(60)     5/4/77     Chairman of the Board,      
                                                 President and Chief
                                                 Executive Officer,
                                                 Director (President and
                                                 Director, 1992 - 1993;
                                                 Executive Vice President,
                                                 1982 - 1992)
          J. Frank Travis(60)       2/7/90     Executive Vice President
                                                 (Executive Vice President
                                                 and President of the
                                                 Production Equipment 
                                                 Group, 1993 - 1995; Vice
                                                 President and President
                                                 of the Bearings and
                                                 Components Group, 1992 -
                                                 1993; President of the Air
                                                 Compressor Group, 1989 -
                                                 1992)
          Thomas F. McBride(60)     9/5/79     Senior Vice President and
                                                 Chief Financial Officer
                                                 (Senior Vice President 
                                                 and Comptroller, 1992 -
                                                 1993; Vice President and
                                                 Comptroller, 1981 - 1992) 
          William J. Armstrong(54)  8/3/83     Vice President and Treasurer
          Paul L. Bergren(46)      12/2/92     Vice President, President
                                                 of the Air Compressor
                                                 Group, and President of
                                                 Ingersoll-Rand Europe
                                                 (Vice President and
                                                 General Manager -
                                                 Centrifugal Compressor
                                                 Division, 1989 - 1992)
          Frederick W. Hadfield(59) 8/1/79     Vice President and President
                                                 of IDP (Vice President,
                                                 1979 - 1994)
          Brian D. Jellison(50)     2/7/96     Vice President and President
                                                 of the Architectural
                                                 Hardware Group (President
                                                 of the Door Hardware
                                                 Group, 1994 - 1995;
                                                 President, Von Duprin,
                                                 1988 - 1994)




                                          12<PAGE>





                                  Date of
                                 Service as    Principal Occupation and
                                an Executive   Other Information
          Name and Age            Officer      for Past Five Years     
          Daniel E. Kletter(57)     2/7/90     Vice President (Vice
                                                 President and President of
                                                 the Construction and
                                                 Mining Group, 1989 - 1994)
          Patricia Nachtigal(49)   11/2/88     Vice President and General
                                                 Counsel (Secretary and
                                                 Managing Attorney, 1988 -
                                                 1991)
          Allen M. Nixon(55)        2/1/95     Vice President and President
                                                 of Bearing and Components
                                                 Group (Vice President and 
                                                 General Manager Torrington
                                                 Needle Bearings Division,
                                                 1983 - 1994)
          James R. O'Dell(57)      12/3/88     Vice President 
          Nicholas J. Pishotti(55) 4/10/95     Vice President and Vice
                                                 President Strategic
                                                 Sourcing (General Manager,
                                                 Aircraft Engine Sourcing
                                                 Department, General
                                                 Electric Company, 1988 -
                                                 1995)
          Larry H. Pitsch(55)       2/7/90     Vice President and President
                                                 of the Process Systems
                                                 Group
          Donald H. Rice(51)        2/1/95     Vice President (Executive
                                                 Director - Human Resources
                                                 1994; Vice President,
                                                 Human Resources - Bearings
                                                 and Components Group, 1988
                                                 - 1993)
          Gerald E. Swimmer(51)     5/1/82     Vice President
          R. Barry Uber(50)         2/7/90     Vice President and President
                                                 of the Construction and
                                                 Mining Group (Vice
                                                 President and President of
                                                 the Production Equipment
                                                 Group, 1990 - 1994)
          Ronald G. Heller(49)      2/6/91     Secretary and Assistant
                                                 General Counsel (Assistant
                                                 General Counsel, 1988 -
                                                 1991)

          No family relationship exists between any of the above-listed
          executive officers of the company.  All officers are elected to
          hold office for one year or until their successors are elected
          and qualify.


                                          13<PAGE>






                                       PART II

          Item 5.   MARKET FOR THE REGISTRANT'S COMMON EQUITY AND RELATED
                    STOCKHOLDER MATTERS
                  Information regarding the principal market for the
          company's common stock and related stockholder matters are as
          follows:

          Quarterly share prices and dividends for the common stock are
          shown in the following tabulation.  The common shares are listed
          on the New York Stock Exchange and also on the London and
          Amsterdam exchanges.

                                                  Common Stock           
                                       High            Low       Dividend
          1995
          First quarter            $34            $28  3/8          $.185
          Second quarter            39  3/8        32  5/8           .185
          Third quarter             42  3/8        35  5/8           .185
          Fourth quarter            38  5/8        33  5/8           .185
                                                                        
                                       High            Low       Dividend

          1994
          First quarter            $41  5/8       $34  5/8          $.175
          Second quarter            38  7/8        32  3/4           .175
          Third quarter             38  3/4        34  3/8           .185
          Fourth quarter            36  1/4        29  1/2           .185

                  The Bank of New York (Church Street Station, P.O. Box
          11258, New York, NY 10286-1258, (800)524-4458) is the transfer
          agent, registrar and dividend reinvestment agent.

                  There are no significant restrictions on the payment of
          dividends.  The approximate number of record holders of common
          stock as of March 13, 1996 was 13,706.






                                          14<PAGE>





<TABLE>
          Item 6.   SELECTED FINANCIAL DATA
                  Selected financial data for the five years ended December
          31, 1995, is as follows (in millions except per share amounts):

    December 31               1995        1994        1993        1992       1991

    <S>                   <C>         <C>         <C>         <C>        <C>
    Net sales             $5,729.0    $4,507.5    $4,021.1    $3,783.8   $3,586.2

    Net earnings (loss)      270.3       211.1       142.5      (234.4)     150.6

    Total assets           5,563.3     3,596.9     3,375.3     3,387.6    2,979.6

    Long-term debt         1,304.4       315.9       314.1       355.6      375.8

    Shareowners' equity    1,795.5     1,531.3     1,349.8     1,293.4    1,633.1

    Earnings (loss) per
      common share           $2.55       $2.00       $1.36      $(2.25)     $1.45

    Dividends per 
      common share            0.74        0.72        0.70        0.69       0.66
</TABLE>

          Item 7.   MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL
                    CONDITION AND RESULTS OF OPERATIONS
                  Management's discussion and analysis of financial
          condition and results of operations is included as Financial
          Review and Management Analysis in Exhibit 13 - the Annual Report
          to Shareowners for 1995 and is incorporated by reference in this
          Form 10-K Annual Report.

          Item 8.   FINANCIAL STATEMENTS AND SUPPLEMENTARY DATA
                  The following financial statements and supplementary
          financial information included in the accompanying Annual Report
          to Shareowners for 1995 are incorporated by reference in this
          Form 10-K Annual Report:

                  (a)  The consolidated financial statements and the report
          thereon of Price Waterhouse LLP dated February 6, 1996, are
          included as Exhibit 13 - the Annual Report to Shareowners
          (excluding the Financial Review and Management Analysis) for
          1995.


                                          15<PAGE>






                  (b)  The unaudited quarterly financial data for the
          two-year period ended December 31, 1995, is as follows (in
          millions except per share amounts):

                                                                      Earnings
                                                                           per
                            Net      Cost of   Operating        Net     common
     1995                 sales   goods sold      income   earnings      share

     First quarter     $1,185.6     $  893.1      $ 89.2    $  46.3      $0.44
     Second quarter     1,392.1      1,051.0       118.7       66.6       0.63
     Third quarter      1,521.3      1,163.2       119.1       61.8       0.58
     Fourth quarter     1,630.0      1,202.9       170.0       95.6       0.90
       Year 1995       $5,729.0     $4,310.2      $497.0     $270.3      $2.55

     1994                                                                     

     First quarter     $1,010.3     $  775.9      $ 60.1     $ 33.0      $0.31
     Second quarter     1,143.8        866.0        91.8       51.5       0.49
     Third quarter      1,113.7        840.2        89.0       48.4       0.46
     Fourth quarter     1,239.7        895.0       136.1       78.2       0.74
       Year 1994       $4,507.5     $3,377.1      $377.0     $211.1      $2.00



          o   The reductions in LIFO inventory quantities increased net
              earnings per share by $0.02 in the fourth quarter of 1995 and
              $0.01 and $0.06 in the third and fourth quarters of 1994,
              respectively.

          o   The second, third and fourth quarters of 1995 include the
              results of Clark Equipment Company (see Note 2 of the
              Consolidated Financial Statements).


          Item 9.   CHANGES IN AND DISAGREEMENTS WITH INDEPENDENT
                    ACCOUNTANTS ON ACCOUNTING AND FINANCIAL DISCLOSURE
                  None.



                                          16<PAGE>






                                       PART III

          Item 10.  DIRECTORS AND EXECUTIVE OFFICERS OF THE REGISTRANT
                  The information required by Item 10 is (i) incorporated
          by reference in this Form 10-K Annual Report from pages 1 through
          6 of the company's definitive proxy statement for the Annual
          Meeting of Shareholders to be held on April 26, 1996, and (ii)
          included in Part I on pages 12 and 13 of this Form 10-K Annual
          Report.

          Item 11.  EXECUTIVE COMPENSATION
                  Information on executive compensation is incorporated by
          reference in this Form 10-K Annual Report from pages 6 through 15
          of the company's definitive proxy statement for the Annual
          Meeting of Shareholders to be held on April 26, 1996.

          Item 12.  SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND
                    MANAGEMENT
                  Information on security ownership of directors and
          nominees, directors and officers as a group and certain
          beneficial owners is incorporated by reference in this Form 10-K
          Annual Report on pages 4 and 5 of the company's definitive proxy
          statement for the Annual Meeting of Shareholders to be held on
          April 26, 1996.

          Item 13.  CERTAIN RELATIONSHIPS AND RELATED TRANSACTIONS
                  Information required by Item 13 is incorporated by
          reference in this Form 10-K Annual Report from page 15 of the
          company's definitive proxy statement for the Annual Meeting of
          Shareholders to be held on April 26, 1996.





                                          17<PAGE>






                                       PART IV

          Item 14.  EXHIBITS, FINANCIAL STATEMENT SCHEDULES AND REPORTS ON
                    FORM 8-K

          (a) 1. and 2.    Financial statements and financial statement
                           schedules
                               The financial statements, together with the
                           report thereon of Price Waterhouse LLP dated
                           February 6, 1996, included as Exhibit 13
                           (excluding Financial Review and Management
                           Analysis) and the unaudited quarterly financial
                           data included in Part II Item 8(b) are
                           incorporated by reference in this Form 10-K
                           Annual Report.  The financial statement schedule
                           listed in the accompanying index should be read
                           in conjunction with the financial statements in
                           such Annual Report to Shareowners for 1995.

                               Separate financial statements for all 50
                           percent or less owned companies, accounted for
                           by the equity method have been omitted because
                           no individual entity constitutes a significant
                           subsidiary.

                     3.    Exhibits
                               The exhibits listed on the accompanying
                           index to exhibits are filed as part of this Form
                           10-K Annual Report.

          (b)              Reports on Form 8-K
                           None.






                                          18<PAGE>






                                INGERSOLL-RAND COMPANY

                            INDEX TO FINANCIAL STATEMENTS
                          AND FINANCIAL STATEMENT SCHEDULES
                                (Item 14 (a) 1 and 2)


                                                                    Form
                                                                    10-K
          Consolidated Financial Statements:
            Report of independent accountants . . . . . . . . . .      *
            Consolidated balance sheet at
              December 31, 1995 and 1994  . . . . . . . . . . . .      *
            For the years ended December 31, 1995, 1994
              and 1993:
              Consolidated statement of income  . . . . . . . . .      *
              Consolidated statement of shareowners'
                equity  . . . . . . . . . . . . . . . . . . . . .      *
              Consolidated statement of cash flows  . . . . . . .      *
            Notes to consolidated financial statements  . . . . .      *
          Selected unaudited quarterly financial data . . . . . .     16

          Financial Statement Schedule:
            Report of independent accountants on                        
              financial statement schedule  . . . . . . . . . . .     20
            Consolidated schedule for the years ended
              December 31, 1995, 1994 and 1993:
              Schedule II -- Valuation and Qualifying
                Accounts  . . . . . . . . . . . . . . . . . . . .     21


          *   See Exhibit 13 - Ingersoll-Rand Company Annual Report to
              Shareowners for 1995.

          Financial statement schedules not included in this Form 10-K
          Annual Report have been omitted because they are not applicable
          or the required information is shown in the financial statements
          or notes thereto.


          Financial statements of the company's 50 percent or less owned
          companies, are omitted because individually they do not meet the
          significant subsidiary test of Rule 3-09 of Regulation S-X.




                                          19<PAGE>






                         REPORT OF INDEPENDENT ACCOUNTANTS ON
                             FINANCIAL STATEMENT SCHEDULE


          To the Board of Directors of Ingersoll-Rand Company:

          Our audits of the consolidated financial statements referred to
          in our report dated February 6, 1996 included as part of Exhibit
          13 - the Annual Report to Shareowners for 1995 of Ingersoll-Rand
          Company, (which report and consolidated financial statements are
          incorporated by reference in this Annual Report on Form 10-K)
          also included an audit of the Financial Statement Schedule listed
          in Item 14(a) of this Form 10-K.  In our opinion, this Financial
          Statement Schedule presents fairly, in all material respects, the
          information set forth therein when read in conjunction with the
          related consolidated financial statements.




          /S/ Price Waterhouse LLP
          PRICE WATERHOUSE LLP
          Morristown, New Jersey
          February 6, 1996





                          CONSENT OF INDEPENDENT ACCOUNTANTS


          We hereby consent to the incorporation by reference in the
          Prospectus constituting part of the Registration Statement on
          Form S-3 (No. 33-60249) and to the incorporation by reference in
          the Registration Statements on Form S-8 (No. 333-00829, No. 33-
          35229, No. 2-98258 and Post-Effective Amendment No. 4 to No.
          2-64708) of Ingersoll-Rand Company of our report dated February
          6, 1996 included as part of Exhibit 13 - the Annual Report to
          Shareowners for 1995, which is incorporated in this Annual Report
          on Form 10-K.  We also consent to the incorporation by reference
          of our report on the Financial Statement Schedule, which appears
          on this page.  




          /S/ Price Waterhouse LLP
          PRICE WATERHOUSE LLP
          Morristown, New Jersey
          March 29, 1996

                                          20<PAGE>





                                                            SCHEDULE II



                                INGERSOLL-RAND COMPANY

                          VALUATION AND QUALIFYING ACCOUNTS

                 FOR THE YEARS ENDED DECEMBER 31, 1995, 1994 and 1993
                                (Amounts in millions)



                                           Additions
                                          charged to
                              Balance at   costs and               Balance
                               beginning    expenses  Deductions    at end
          Description            of year         (*)        (**)   of year

          1995
          Doubtful accounts        $25.9       $17.8       $ 5.4     $38.3

          1994
          Doubtful accounts        $22.1       $12.6       $ 8.8     $25.9

          1993
          Doubtful accounts        $23.1       $10.2       $11.2     $22.1






          (*)    "Additions" include foreign currency translation.

          (**)   "Deductions" include accounts and advances written off,
                 less recoveries.



                                          21<PAGE>






                                INGERSOLL-RAND COMPANY
                                  INDEX TO EXHIBITS
                                     (Item 14(a))
          Description                                               Page

          2  Agreement and Plan of Merger, dated as of April 9,
          1995 by and among Ingersoll-Rand Company, CEC 
          Acquisition Corp. and Clark Equipment Company
          (Incorporated by reference from Amendment No. 2 to
          Schedule 14D-1 with respect to the tender offer by
          CEC Acquisition Corp., a wholly-owned subsidiary
          of Ingersoll-Rand Company, for shares of Clark
          Equipment Company.)                                          -

          3 (i) Amendment to Restated Certificate of Incorporation
          of Ingersoll-Rand Company filed May 28, 1992. 
          Incorporated by reference to Form 10-K of Ingersoll-Rand
          Company for Fiscal Year Ended December 31, 1993.  (See
          pages 30-32 of the 1993 Form 10-K).                          -  

          3 (ii) Restated Certificate of Incorporation of
          Ingersoll-Rand Company as amended through May 28, 1992.
          Incorporated by reference to Form 10-K of Ingersoll-Rand
          Company for Fiscal Year Ended December 31, 1993.  (See
          pages 33-60 of the 1993 Form 10-K).                          -  

          3 (iii) By-Laws of Ingersoll-Rand Company, as amended
          through January 1, 1996.                                  28-42

          4 (i) Rights Agreement, dated as of December 7, 1988, as
          amended by Amendment No. 1 thereto dated as of December 7,
          1994. Incorporated by reference from Form 8-A of Ingersoll-
          Rand Company filed on December 12, 1988, and Form 8-A/A
          of Ingersoll-Rand Company filed December 15, 1994.           -   

          4 (ii) Indenture, dated as of August 1, 1986 between 
          Ingersoll-Rand Company and the Bank of New York, as
          Trustee, as supplemented.  (Incorporated by reference to
          Exhibits 4.1, 4.2 and 4.3 of the company's Form S-3
          Registration Statement No. 33-39474).                        -





                                          22<PAGE>






                                INGERSOLL-RAND COMPANY
                                  INDEX TO EXHIBITS
                                     (Item 14(a))
                                     (Continued)
          Description                                               Page

          4 (iii) Ingersoll-Rand Company is a party to several
          long-term debt instruments under which in each case the
          total amount of securities authorized does not exceed
          10% of the total assets of Ingersoll-Rand Company and
          its subsidiaries on a consolidated basis.  Pursuant to
          paragraph 4(iii)(A) of Item 601(b) of Regulation S-K,
          Ingersoll-Rand Company agrees to furnish a copy of such
          instruments to the Securities and Exchange Commission
          upon request.                                                -   

          10 (iii) The following exhibits constitute management
          contracts or compensatory plans or arrangements required 
          by Item 601 of Regulation S-K.                                  

          10 (iii) (a) Management Incentive Unit Plan of Ingersoll-
          Rand Company.  Amendment to the Management Incentive Unit
          Plan, effective January 1, 1982.   Amendment to the 
          Management Incentive Unit Plan, effective January 1, 1987. 
          Amendment to the Management Incentive Unit Plan, effective
          June 3, 1987.  Incorporated by reference to Form 10-K of
          Ingersoll-Rand Company for Fiscal Year Ended December 31,
          1993.  (See pages 78-92 of the 1993 Form 10-K).              -  

          10 (iii) (b) Description of Ingersoll-Rand Company 
          Retirement Plan for Non-employees Directors.  
          Incorporated by reference to Form 10-K of Ingersoll-
          Rand Company for Fiscal Year Ended December 31, 1994. 
          (See pages 39-47 of the 1994 Form 10-K).                     -  

          10 (iii) (c) Form of Contingent Compensation Agreements
          with Executive Vice Presidents and Group Presidents of
          Ingersoll-Rand Company.                                    43-47

          10 (iii) (d) Description of Bonus Arrangements for
          Chairman, President and Staff Officers. Incorporated by
          reference to Form 10-K of Ingersoll-Rand Company for
          Fiscal Year Ended December 31, 1993.  (See page 100
          of the 1993 Form 10-K).                                      -    

          10 (iii) (e) Form of Change of Control Agreement with
          Chairman and Chief Executive Officer of Ingersoll-Rand
          Company.                                                   48-64




                                          23<PAGE>






                                INGERSOLL-RAND COMPANY
                                  INDEX TO EXHIBITS
                                     (Item 14(a))
                                     (Continued)
          Description                                               Page

          10 (iii) (f) Form of Change of Control Agreement
          with selected executive officers other than
          Chairman of Ingersoll-Rand Company.                        65-84

          10 (iii) (g) Executive Supplementary Retirement
          Agreement for selected executive officers. 
          Incorporated by reference to Form 10-K of
          Ingersoll-Rand Company for Fiscal Year Ended
          December 31, 1993.  (See pages 127-132 of the
          1993 Form 10-K).                                             -  

          10 (iii) (h) Incentive Stock Plan of 1985 of Ingersoll-
          Rand Company.  Incorporated by reference to Form 10-K of
          Ingersoll-Rand Company for Fiscal Year Ended December
          31, 1993.  (See pages 133-151 of the 1993 Form 10-K).        -  

          10 (iii) (i) Forms of insurance and related letter
          agreements with certain executive officers.  
          Incorporated by reference to Form 10-K of Ingersoll-Rand
          Company for Fiscal Year Ended December 31, 1993.  (See
          pages 152-160 of the 1993 Form 10-K).                        -  

          10 (iii) (j) Incentive Stock Plan of 1990 of Ingersoll-
          Rand Company.  Incorporated by reference to Form 10-K of
          Ingersoll-Rand Company for Fiscal Year Ended December
          31, 1993.  (See pages 161-182 of the 1993 Form 10-K).        -  

          10 (iii) (k) Restated Supplemental Pension Plan.           85-91

          10 (iii) (l) Supplemental Stock and Savings Investment
          Plan effective as of January 1, 1989.  Incorporated by
          reference to Form 10-K of Ingersoll-Rand Company for
          Fiscal Year Ended December 31, 1993.  (See pages 189-198
          of the 1993 Form 10-K).                                      -  

          10 (iii) (m) Supplemental Retirement Account Plan
          effective as of January 1, 1989.  Incorporated by
          reference to Form 10-K of Ingersoll-Rand Company for
          Fiscal Year Ended December 31, 1993.  (See pages 
          199-206 of the 1993 Form 10-K).                              -  





                                          24<PAGE>






                                INGERSOLL-RAND COMPANY
                                  INDEX TO EXHIBITS
                                     (Item 14(a))
                                     (Continued)
          Description                                               Page

          10 (iii) (n) Incentive Stock Plan of 1995 of Ingersoll-
          Rand Company.  Incorporated by reference to the Notice
          of 1995 Annual Meeting of Shareholders and Proxy
          Statement dated March 15, 1995.  (See Appendix A of the
          Proxy Statement dated March 15, 1995).                      -   

          10 (iii) (o) Senior Executive Performance Plan.  
          Incorporated by reference to the Notice of 1995 
          Annual Meeting of Shareholders and Proxy Statement
          dated March 15, 1995.  (See Appendix B of the Proxy
          Statement dated March 15, 1995).                            -   

          10 (iii) (p) Elected Officers Supplemental Plan.          92-108

          10 (iii) (q) Selected Executive Officer Employment
          Agreement.                                               109-111

          11 (i)  Computation of Primary Earnings Per Share.           112

          11 (ii) Computation of Fully Diluted Earnings Per Share. 113-114

          12 Computations of Ratios of Earnings to Fixed Charges.      115

          13 Ingersoll-Rand Company Annual Report to
          Shareowners for 1995.  (Not deemed to be filed as
          part of this report except to the extent incorporated
          by reference).                                           116-175

          18 Letter dated August 11, 1995 from Price Waterhouse
          LLP regarding change in accounting method.  Incorporated
          by reference to Form 10-Q of Ingersoll-Rand Company for
          the quarterly period ended June 30, 1995 reported under
          Item 6, Exhibits.

          21 List of Subsidiaries of Ingersoll-Rand Company.       176-178

          27 Financial Data Schedule.                                  179









                                          25<PAGE>






                                      SIGNATURES


          Pursuant to the requirements of Section 13 or 15(d) of the
          Securities Exchange Act of 1934, the registrant has duly caused
          this report to be signed on its behalf by the undersigned,
          thereunto duly authorized.

                                                  INGERSOLL-RAND COMPANY
                                                       (Registrant)

                                             By   /S/ Thomas F. McBride    
                                                  Thomas F. McBride
                                                  Senior Vice President and
                                                  Chief Financial Officer

                                             Date    March 29, 1996        


              Pursuant to the requirements of the Securities Exchange Act
          of 1934, this report has been signed below by the following
          persons on behalf of the registrant and in the capacities and on
          the dates indicated.

                Signature                   Title                 Date

                                     Chairman, President,
                                   Chief Executive Officer
                                   and Director (Principal
          /S/ James E. Perrella       Executive Officer)    March 29, 1996 
           (James E. Perrella)

                                    Senior Vice President
                                   Chief Financial Officer
                                    (Principal Financial
          /S/ Thomas F. McBride           Officer)          March 29, 1996 
           (Thomas F. McBride)

                                         Controller -
                                   Accounting and Reporting
                                   (Principal Accounting
          /S/ Richard A. Spohn            Officer)          March 29, 1996 
           (Richard A. Spohn)


          /S/ Theodore H. Black           Director          March 29, 1996 
           (Theodore H. Black)





                                          26<PAGE>






               Signature                   Title                  Date      



          /S/ Brendan T. Byrne            Director          March 29, 1996 
           (Brendan T. Byrne)


          /S/ Joseph P. Flannery          Director          March 29, 1996 
           (Joseph P. Flannery)


          /S/ Constance J. Horner         Director          March 29, 1996 
           (Constance J. Horner)


          /S/ H. William Lichtenberger    Director          March 29, 1996 
           (H. William Lichtenberger)


          /S/ John E. Phipps              Director          March 29, 1996 
           (John E. Phipps)


          /S/ Cedric E. Ritchie           Director          March 29, 1996 
           (Cedric E. Ritchie)


          /S/ Orin R. Smith               Director          March 29, 1996 
           (Orin R. Smith)


          /S/ Richard J. Swift            Director          March 29, 1996 
           (Richard J. Swift)



                                          27<PAGE>