EXHIBIT 10(iii)(g)(2)
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                     INGERSOLL-RAND COMPANY

          Executive Supplementary Retirement Agreement


THIS AGREEMENT, effective as of the ___ day of __________, 19__,
is by and between the Ingersoll-Rand Company of Woodcliff Lake,
New Jersey, hereinafter called the Company, and _____________,
hereinafter called the Employee (certain other definitions are
defined in Schedule A, incorporated herein by reference).

WHEREAS, the Company values the efforts, abilities and
accomplishments of the Employee as an important member of
management and recognizes that his future services are vital to
its continued growth and profits, and the Company in order to
retain the services of the Employee is willing to provide
benefits for him or for his designated beneficiary as set out
below,

WHEREAS, the Employee in the past was eligible to purchase life
insurance coverage equal to two and one-half times his current
salary and average incentive compensation for the most recent
five years under the Company's existing life insurance plan, and
his eligibility thereunder has been changed to two times said
salary and incentive compensation base, as a result of being a
corporate officer and determined by the Board of Directors to be
a participant in the Executive Supplementary Retirement
Agreement,

NOW, THEREFORE, it is mutually agreed that:

1.  Subject to paragraph 5 hereof, the Company shall, unless the
Employee's employment has been terminated for "Cause", pay the
Employee (or in the event of the Employee's death, to his
beneficiary) the sum of $_________ in 120 equal monthly
installments.  Such payments shall commence as of the first day
of the month following the month when the Employee attains normal
retirement age, or if later, upon termination of his employment.

2.  If the Employee dies prior to commencement of payments
hereunder, the Company shall pay the sum of $__________ in 120
equal monthly installments to the beneficiary of the Employee.
The death benefit paid pursuant to this paragraph 2 shall
commence as of the first day of the month following the
Employee's date of death.

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3.  If the Employee becomes "Disabled" while employed by the
Company prior to commencement of payments hereunder, the Company
shall pay the sum of $____________ in 120 equal monthly
installments to the Employee (or in the event of the Employee's
death, to his beneficiary).  Such payments shall terminate if the
Employee recovers from such disability, and following such
recovery, any eligibility for benefits which he might then or
subsequently have under paragraph 1 or 2 of this Agreement shall
be subject to the limitation contained in paragraph 4 below.  The
disability benefit paid pursuant to this paragraph 3 shall
commence as of the first day of the month in which the Employee
becomes Disabled.

4.  In no event shall the Employee, if he becomes eligible for a
benefit under paragraph 3, receive any benefit under paragraphs 1
or 2 of the Agreement while a benefit is being paid under
paragraph 3.  In no event shall the total payments made by the
Company to the Employee (and his beneficiary) under paragraphs 1,
2, and 3 of this Agreement exceed the sum of $____________.

5.  In the event that an Employee who voluntarily terminated
employment with the Company (other than for "Good Reason")
engages in "Competition" with the Company within three years
after such termination of employment, no further benefits shall
be payable hereunder. In the event that the Employee retires from
the Company before attaining age 62 (other than for "Good Reason"
or because he becomes "Disabled"), no benefits shall be payable
hereunder.

6.  The Employee may designate a beneficiary in writing to
receive the benefits payable pursuant to this Agreement.  Such
beneficiary may be changed by the Employee from time to time by
written notice delivered by the Employee to the Company.  If no
designated beneficiary survives the Employee, any payments
pursuant to this Agreement made subsequent to the Employee's
death shall be made to the Employee's estate.

7.  Neither the Employee nor any designated beneficiary shall
have any right to sell, assign, transfer or otherwise convey the
right to receive any payments hereunder.

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8.  Any payments under this Agreement shall be independent of,
and in addition to, those under any other plan, program or
agreement which may be in effect between the parties hereto, or
any other compensation payable to the Employee by the Company.
This Agreement shall not be construed as a contract of employment
nor does it restrict the right of the Company to discharge the
Employee or the right of the Employee to terminate employment.

9.  The Company shall be under no obligation whatsoever to
purchase or maintain any contract, policy, or other asset to
provide the benefits under this Agreement.  Furthermore, any
contract, policy or other asset which the Company may utilize to
assure itself of the funds to provide the benefits hereunder
shall not serve in any way as security to the Employee for the
Company's performance under this Agreement.  The rights accruing
to the Employee or his designated beneficiary shall be solely
those of an unsecured creditor of the Company.  The law of the
State of New Jersey shall govern this Agreement.

10.  The Company agrees that it will not merge, consolidate, or
combine with any other business entity unless and until the
succeeding or continuing corporation or business entity expressly
assumes and confirms in writing the obligations of the Company to
the Employee under this Agreement.

11.  This Agreement cancels and supersedes all previous Executive
Supplementary Retirement Agreements, specifically including the
Agreement dated ____________________.

12.  This Agreement may not be amended except by a written
agreement signed by the Company and the Employee.

13.  Where appropriate in this Agreement, words used in the
singular shall include the plural and words used in the masculine
shall include the feminine.

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IN WITNESS WHEREOF, the parties hereto have executed this
Agreement effective as of the day and year first hereinabove
written.



                                Ingersoll-Rand Company


                                By
                                            Chairman




                                             Employee





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                           Schedule A


                      Certain Definitions

As used in this Agreement, the following terms have the meanings
indicated:

"Cause" shall be limited to (a) action by the Employee involving
willful criminal misconduct, or (b) the Employee being convicted
of a felony, in each case having a material adverse effect on the
Company.

"Competition" shall mean performance, without the prior written
consent of the Company, of services as an officer, employee,
agent or consultant in a business that is directly competitive
with any business of the Company with respect to which the
Employee had responsibility while he was employed by the Company.

"Disabled" as applied to the Employee, means that (a) he has been
totally incapacitated by bodily injury or disease so as to be
prevented thereby from engaging in any occupation or employment
for remuneration or profit, (b) such total incapacity shall have
continued for a period of six consecutive months and (c) such
total incapacity will, in the opinion of a qualified physician,
be permanent and continuous during the remainder of the
Employee's life.

"Good Reason" shall mean any of the following (without the
Employee's express prior written consent):

(i)  The assignment to the Employee by the Company of duties
inconsistent with the Employee's positions immediately prior to
such assignment, duties, responsibilities, titles or offices or
any removal of the Employee from or any failure to re-elect the
Employee to any of such positions, except in connection with the
termination of the Employee's employment for Cause, Disability,
or as a result of the Employee's death or by the Employee other
than for Good Reason;


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(ii)  A reduction by the Company of the Employee's base salary as
in effect at the date hereof or as the same may have been
increased prior to such reduction;

(iii)  A failure by the Company to continue any bonus plans in
which the Employee may be entitled to participate during
employment (the "Bonus Plans") (provided that such plans may be
modified from time to time but shall be deemed terminated if they
do not remain substantially in the forms in effect when such
plans are adopted) or plans providing the Employee with
substantially similar benefits ("Substitute Plans"), or a failure
by the Company to continue the Employee as a participant in the
Bonus Plans or the Substitute Plans on at least the same basis as
the Employee participates at the dates of adoption of the Bonus
Plans or Substitute Plans, respectively;

(iv)  A relocation of the Company's principal executive offices
to a location that is more than 35 miles farther from the
Employee's residence at the date hereof or the Company's
requiring the Employee to be based anywhere other than the
location at which the Employee at the date hereof performs the
Employee's duties, except for required travel on the Company's
business to an extent substantially consistent with the
Employee's business travel obligations at the date hereof or any
adverse change in the office assignment or secretarial and other
support accorded to the Employee at the date hereof;

(v)  A failure by the Company to continue in effect any benefit
or compensation plan or stock option plan (including any pension,
profit sharing, bonus, life insurance, health, accidental death
or dismemberment or disability plan) in which the Employee is
participating at the date hereof (or in the case of plans adopted
after the date hereof and providing a type of benefit not
provided by the Company at the date hereof, at the respective
dates of adoption of such plans) or plans providing the Employee
with substantially similar benefits or the taking of any action
by the Company which would adversely affect the Employee's
participation in or reduce the Employee's benefits under any of
such plans;

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(vi)  The taking of any action of the Company which would deprive
the Employee of any material fringe benefit enjoyed by the
Employee at the date hereof (or in the case of a fringe benefit
not provided by the Company on date hereof, at the respective
dates of adoption of such plans first providing such fringe
benefits) or the failure by the Company to provide the Employee
with the number of paid vacation days to which the Employee is
entitled in accordance with the Company's practices at the date
hereof;

(vii)  The failure by the Company to obtain the specific
assumption of this Agreement by a successor or assignee of the
Company or any person acquiring substantially all of the
Company's assets.