EXHIBIT 3 (iv)


                    CERTIFICATE OF AMENDMENT

                             OF THE

              RESTATED CERTIFICATE OF INCORPORATION

                               OF

                     INGERSOLL-RAND COMPANY




         Pursuant to the provisions of Section 14A:7-2(2) of the
New Jersey Business Corporation Act ("NJBCA"), the undersigned
Corporation executes the following Certificate of Amendment to
its Restated Certificate of Incorporation.

         1.   The name of the Corporation (hereinafter called
    the "Corporation") is "Ingersoll-Rand Company".

         2.   The following resolution has been adopted by the
    Board of Directors of the Corporation (hereinafter called
    the "Board of Directors"), as required by Subsection 14A:7-
    2(3) of the NJBCA.

         RESOLVED, that pursuant to the authority granted to and
    vested in the Board of Directors of the Corporation in
    accordance with the provisions of the Restated Certificate
    of Incorporation, the Board of Directors hereby amends and
    restates in their entirety the designation and number,
    relative rights, preferences and limitation of the Series A
    Preference Stock of the Corporation as follows:

         (1)   Designation and Amount. The shares of such series
               shall be designated as "Series A Preference
               Stock" (hereinafter referred to as "Series A
               Preference Stock") and the number of shares
               constituting the Series A Preference Stock shall
               be 600,000. Such number of shares may be
               increased or decreased by resolution of the Board
               of Directors; provided, that no decrease shall
               reduce the number of shares of Series A
               Preference Stock to a number less than the number
               of shares then outstanding plus the number of
               shares reserved for issuance upon the exercise of
               outstanding options, rights or warrants or upon
               the conversion of any outstanding securities
               issued by the Corporation convertible into Series
               A Preference Stock.

         (2) Dividends and Distributions.

              (a)  Subject to the rights of the holders of any
                   shares of any series of Preferred Stock of
                   the Corporation (the "Preferred Stock") (or
                   any similar stock) ranking prior and
                   superior to the Series A Preference Stock
                   with respect to dividends, the holders of
                   shares of Series A Preference Stock, in
                   preference to the holders of Common Stock,
                   par value $2.00 per share of the Corporation
                   (the "Common Stock"), and of any other stock
                   of the Corporation ranking junior to the
                   Series A Preference Stock, shall be entitled
                   to receive, when, as and if declared by the
                   Board of Directors out of funds legally
                   available for the purpose, quarterly
                   dividends payable in cash on the fifteenth
                   day of January, April, July, and October in
                   each year (each such date being referred to
                   herein as a "Dividend Payment Date"),
                   commencing on the first Dividend Payment
                   Date after the first issuance of a share or
                   fraction of a share of Series A Preference
                   Stock, in an amount per share (rounded to
                   the nearest cent) equal to the greater of
                   (a) $1 or (b) subject to the provision for
                   adjustment hereinafter set forth, 1000 times
                   the aggregate per share amount of all cash
                   dividends, and 1000 times the aggregate per
                   share amount (payable in kind) of all non-
                   cash dividends or other distributions other
                   than a dividend payable in shares of Common
                   Stock, declared on the Common Stock since
                   the immediately preceding Dividend Payment
                   Date or, with respect to the first Dividend
                   Payment Date, since the first issuance of
                   any share or fraction of a share of Series A
                   Preference Stock. In the event the
                   Corporation shall at any time after December
                   22, 1998, declare or pay any dividend on the
                   Common Stock payable in shares of Common
                   Stock, or effect a subdivision or
                   combination or consolidation of the
                   outstanding shares of Common Stock (by
                   reclassification or otherwise than by
                   payment of a dividend in shares of Common
                   Stock) into a greater or lesser number of
                   shares of Common Stock, then in each such
                   case the amount to which holders of shares
                   of Series A Preference Stock were entitled
                   immediately prior to such event under clause
                   (b) of the preceding sentence shall be
                   adjusted by multiplying such amount by a
                   fraction, the numerator of which is the
                   number of shares of Common Stock outstanding
                   immediately after such event and the
                   denominator of which is the number of shares
                   of Common Stock that were outstanding
                   immediately prior to such event.

              (b)  The Corporation shall declare a dividend or
                   distribution on the Series A Preference
                   Stock as provided in paragraph (A) of this
                   Section immediately after it declares a
                   dividend or distribution on the Common Stock
                   (other than a dividend payable in shares of
                   Common Stock); provided that, in the event
                   no dividend or distribution shall have been
                   declared on the Common Stock during the
                   period between any Dividend Payment Date and
                   the next subsequent Dividend Payment Date, a
                   dividend of $1 per share on the Series A
                   Preference Stock shall nevertheless be
                   payable, when, as and if declared, on such
                   subsequent Dividend Payment Date.

                (c) Dividends shall begin to accrue and be
                    cumulative, whether or not earned or
                    declared, on outstanding shares of Series A
                    Preference Stock from the Dividend Payment
                    Date next preceding the date of issue of
                    such shares, unless the date of issue of
                    such shares is prior to the record date for
                    the first Dividend Payment Date, in which
                    case dividends on such shares shall begin to
                    accrue from the date of issue of such
                    shares, or unless the date of issue is a
                    Dividend Payment Date or is a date after the
                    record date for the determination of holders
                    of shares of Series A Preference Stock
                    entitled to receive a quarterly dividend and
                    before such Dividend Payment Date, in either
                    of which events such dividends shall begin
                    to accrue and be cumulative from such
                    Dividend Payment Date. Accrued but unpaid
                    dividends shall not bear interest. Dividends
                    paid on the shares of Series A Preference
                    Stock in an amount less than the total
                    amount of such dividends at the time accrued
                    and payable on such shares shall be
                    allocated pro rata on a share-by-share basis
                    among all such shares at the time
                    outstanding. The Board of Directors may fix
                    a record date for the determination of
                    holders of shares of Series A Preference
                    Stock entitled to receive payment of a
                    dividend or distribution declared thereon,
                    which record date shall be not more than 60
                    days prior to the date fixed for the payment
                    thereof.

         (3)  Voting Rights. The holders of shares of Series A
              Preference Stock shall have the following voting
              rights;

              (a)  Subject to the provision for adjustment
                   hereinafter set forth and except as
                   otherwise provided in the Restated
                   Certificate of Incorporation or required by
                   law, each share of Series A Preference Stock
                   shall entitle the holder thereof to 1000
                   votes on all matters upon which the holders
                   of the Common Stock of the Corporation are
                   entitled to vote. In the event the
                   Corporation shall at any time after December
                   22, 1998, declare or pay any dividend on the
                   Common Stock payable in shares of Common
                   Stock, or effect a subdivision or
                   combination or consolidation of the
                   outstanding shares of Common Stock (by
                   reclassification or otherwise than by
                   payment of a dividend in shares of Common
                   Stock) into a greater or lesser number of
                   shares of Common Stock, then in each such
                   case the number of votes per share to which
                   holders of shares of Series A Preference
                   Stock were entitled immediately prior to
                   such event shall be adjusted by multiplying
                   such number by a fraction, the numerator of
                   which is the number of shares of Common
                   Stock outstanding immediately after such
                   event and the denominator of which is the
                   number of shares of Common Stock that were
                   outstanding immediately prior to such event.

              (b)  Except as otherwise provided herein, in the
                   Restated Certificate of Incorporation or in
                   any other Amendment creating a series of
                   Preferred Stock or any similar stock, and
                   except as otherwise required by law, the
                   holders of shares of Series A Preference
                   Stock and the holders of shares of Common
                   Stock and any other capital stock of the
                   Corporation having general voting rights
                   shall vote together as one class on all
                   matters submitted to a vote of shareholders
                   of the Corporation.

               (c) Except as set forth herein, or as otherwise
                   provided by law, holders of Series A
                   Preference Stock shall have no special
                   voting rights and their consent shall not be
                   required (except to the extent they are
                   entitled to vote with holders of Common
                   Stock as set forth herein) for taking any
                   corporate action.

         (4) Certain Restrictions.

              (a)  Whenever quarterly dividends or other divi-
                   dends or distributions payable on the Series
                   A Preference Stock as provided in Section 2
                   are in arrears, thereafter and until all
                   accrued and unpaid dividends and
                   distributions, whether or not earned or
                   declared, on shares of Series A Preference
                   Stock outstanding shall have been paid in
                   full, the Corporation shall not:

                       (i) declare or pay dividends, or make
                   any other distributions, on any shares of
                   stock ranking junior (as to dividends) to
                   the Series A Preference Stock;

                       (ii)declare or pay dividends, or make
                   any other distributions, on any shares of
                   stock ranking on a parity (as to dividends)
                   with the Series A Preference Stock, except
                   dividends paid ratably on the Series A
                   Preference Stock and all such parity stock
                   on which dividends are payable or in arrears
                   in proportion to the total amounts to which
                   the holders of all such shares are then
                   entitled;

                     (iii) redeem or purchase or otherwise
                   acquire for consideration shares of any
                   stock ranking junior (either as to dividends
                   or upon liquidation, dissolution or winding
                   up) to the Series A Preference Stock,
                   provided that the Corporation may at any
                   time redeem, purchase or otherwise acquire
                   shares of any such junior stock in exchange
                   for shares of any stock of the Corporation
                   ranking junior (as to dividends and upon
                   dissolution, liquidation or winding up) to
                   the Series A Preference Stock or rights,
                   warrants or options to acquire such junior
                   stock;

                      (iv) redeem or purchase or otherwise
                   acquire for consideration any shares of
                   Series A Preference Stock, or any shares of
                   stock ranking on a parity (either as to
                   dividends or upon liquidation, dissolution
                   or winding up) with the Series A Preference
                   Stock, except in accordance with a purchase
                   offer made in writing or by publication (as
                   determined by the Board of Directors) to all
                   holders of such shares upon such terms as
                   the Board of Directors, after consideration
                   of the respective annual dividend rates and
                   other relative rights and preferences of the
                   respective series and classes, shall
                   determine in good faith will result in fair
                   and equitable treatment among the respective
                   series or classes.

              (b)  The Corporation shall not permit any
                   subsidiary of the Corporation to purchase or
                   otherwise acquire for consideration any
                   shares of stock of the Corporation unless
                   the Corporation could, under paragraph (A)
                   of this Section 4, purchase or otherwise
                   acquire such shares at such time and in such
                   manner.

         (5)  Reacquired Shares. Any shares of Series A
              Preference Stock purchased or otherwise acquired
              by the Corporation in any manner whatsoever shall
              be retired and canceled promptly after the
              acquisition thereof.

         (6)  Liquidation, Dissolution or Winding Up. Upon any
              liquidation, dissolution or winding up of the
              Corporation, no distribution shall be made (A) to
              the holders of the Common Stock or of shares of
              any other stock of the Corporation ranking
              junior, upon liquidation, dissolution or winding
              up, to the Series A Preference Stock unless,
              prior thereto, the holders of shares of Series A
              Preference Stock shall have received $100 per
              share, plus an amount equal to accrued and unpaid
              dividends and distributions thereon, whether or
              not earned or declared, to the date of such
              payment, provided that the holders of shares of
              Series A Preference Stock shall be entitled to
              receive an aggregate amount per share, subject to
              the provision for adjustment hereinafter set
              forth, equal to 1000 times the aggregate amount
              to be distributed per share to holders of shares
              of Common Stock, or (B) to the holders of shares
              of stock ranking on a parity upon liquidation,
              dissolution or winding up with the Series A
              Preference Stock, except distributions made
              ratably on the Series A Preference Stock and all
              such parity stock in proportion to the total
              amounts to which the holders of all such shares
              are entitled upon such liquidation, dissolution
              or winding up. In the event the Corporation shall at
              any time after December 22, 1998 declare or pay
              any dividend on the Common Stock payable in
              shares of Common Stock, or effect a subdivision
              or combination or consolidation of the
              outstanding shares of Common Stock (by
              reclassification or otherwise than by payment of
              a dividend in shares of Common Stock) into a
              greater or lesser number of shares of Common
              Stock, then in each such case the aggregate
              amount to which holders of shares of Series A
              Preference Stock were entitled immediately prior
              to such event under the proviso in clause (A) of
              the preceding sentence shall be adjusted by
              multiplying such amount by a fraction the
              numerator of which is the number of shares of
              Common Stock outstanding immediately after such
              event and the denominator of which is the number
              of shares of Common Stock that were outstanding
              immediately prior to such event.

         (7)  Consolidation. Merger. etc. In case the
              Corporation shall enter into any consolidation,
              merger, combination or other transaction in which
              the shares of Common Stock are converted into,
              exchanged for or changed into other stock or
              securities, cash and/or any other property, then
              in any such case each share of Series A
              Preference Stock shall at the same time be
              similarly converted into, exchanged for or
              changed into an amount per share (subject to the
              provision for adjustment hereinafter set forth)
              equal to 1000 times the aggregate amount of
              stock, securities, cash and/or any other property
              (payable in kind), as the case may be, into which
              or for which each share of Common Stock is
              converted, exchanged or converted. In the event
              the Corporation shall at any time after December
              22, 1998 declare or pay any dividend on the
              Common Stock payable in shares of Common Stock,
              or effect a subdivision or combination or
              consolidation of the outstanding shares of Common
              Stock (by reclassification or otherwise than by
              payment of a dividend in shares of Common Stock)
              into a greater or lesser number of shares of
              Common Stock, then in each such case the amount
              set forth in the preceding sentence with respect
              to the conversion, exchange or change of shares
              of Series A Preference Stock shall be adjusted by
              multiplying such amount by a fraction, the
              numerator of which is the number of shares of
              Common Stock outstanding immediately after such
              event and the denominator of which is the number
              of shares of Common Stock that were outstanding
              immediately prior to such event.

         (8)  No Redemption. The shares of Series A Preference
              Stock shall not be redeemable from any holder.

         (9)  Rank. The Series A Preference Stock shall rank,
              with respect to the payment of dividends and the
              distribution of assets upon liquidation,
              dissolution or winding up of the Corporation,
              junior to all other series of Preferred Stock
              and senior to the Common Stock.

         (10) Amendment. If any proposed amendment to the
              Restated Certificate of Incorporation would
              alter, change or repeal any of the preferences,
              powers or special rights given to the Series A
              Preference Stock so as to affect the Series A
              Preference Stock adversely, then the holders of
              the Series A Preference Stock shall be entitled
              to vote separately as a class upon such
              amendment, and the affirmative vote of two-
              thirds of the outstanding shares of the Series A
              Preference Stock, voting separately as a class,
              shall be necessary for the adoption thereof, in
              addition to such other vote as may be required
              by the New Jersey Business Corporation Act.

         3.  The resolution was adopted by the Board of
    Directors at a meeting duly called and held on November
    4, 1998, at which a quorum was present.

         4.  The Restated Certificate of Incorporation of the
    Corporation is amended so that the designation and number
    of shares of the class and series acted upon in the
    resolution, and the relative rights, preferences and
    limitations of each such class and series are as stated
    in the resolution.

         IN WITNESS WHEREOF, the undersigned have executed and
subscribed this Certificate of Amendment of the Restated Certificate
of Incorporation of the Corporation this 9th day of December, 1998.


                    INGERSOLL-RAND COMPANY



                    By:  /s/ Patricia Nachtigal
                         Name:  Patricia Nachtigal
                         Title:  Vice President & General Counsel