EXHIBIT 10.22

                         FIRST AMENDMENT
                             TO THE
  INGERSOLL-RAND COMPANY ELECTED OFFICERS SUPPLEMENTAL PROGRAM


WHEREAS,   Ingersoll-Rand  Company  ("Company")   maintains   the
Ingersoll-Rand  Company  Elected Officers  Supplemental  Program,
effective June 30, 1995 (the "Program"), for the benefit  of  its
eligible employees; and

WHEREAS, the Board of Directors of the Company retained the right
to amend the Program pursuant to Section 8.1 thereof; and

WHEREAS,  the  Board of Directors of the Company, acting  through
its  Compensation & Nominating Committee, desires  to  amend  the
Program;

NOW,  THEREFORE, the Program is hereby amended in  the  following
respects, effective January 1, 1997:


1.    The  following  new Section 1.6 is hereby  added,  and  all
applicable  Sections  in  Section  1  of  the  Program  shall  be
renumbered accordingly:

     "1.6 `Deferral   Plan'  means  the  Ingersoll-Rand   Company
          Executive Deferred Compensation and Stock Bonus Plan."

2.   Section 1.9 (formerly Section 1.8) is amended to read in its
entirety as follows:

     "1.9 `Final  Average  Pay'  means,  except  as  provided  in
          Section 5.3 for purposes of disability, the sum of  the
          following:

          (a)  the  average  of  each of the five  highest  bonus
               awards  (whether  the  awards  are  paid  to   the
               Employee or are a Deferral Amount (as such term is
               defined in the Deferral Plan)) during the six most
               recent  calendar years, including the year  during
               which  the Employee's retirement or death  occurs,
               or  a  Change  in  Control occurs,  but  excluding
               Supplemental  Contributions  (as  such   term   is
               defined in the Deferral Plan) or any amounts  paid
               from  the  Deferred Compensation Account (as  such
               term is defined in the Deferral Plan) or any other
               account under the Deferral Plan including, but not
               limited  to,  amounts paid consisting of  Deferral
               Amounts  and Supplemental Contributions and  their
               earnings, and

          (b)  the  Employee's annualized base salary  in  effect
               immediately prior to the date of determination."

3.    Section 1.12 (formerly Section 1.11) is amended to read  in
its entirety as follows:

     "1.12       `Year   of  Service'  shall  be  determined   in
          accordance with the provisions of the qualified defined
          benefit pension plan(s) (as defined below) in which  an
          individual  participates while  an  Employee  that  are
          applicable  to  determining years  of  vesting  service
          under  such  plan.   For purposes  of  this  Section  a
          qualified defined benefit pension plan means a plan (a)
          sponsored by the Company, any domestic entity in  which
          the Company owns (directly or indirectly) a 50% or more
          interest, or any other entity designated by the Company
          and  (b)  which  is defined in Section  414(j)  of  the
          Internal    Revenue   Code   of   1986,   as   amended.
          Notwithstanding  any provision of the  Program  to  the
          contrary,  in the event an Employee earns one  or  more
          hours  of  service during a calendar year, he shall  be
          credited  with a Year of Service with respect  to  such
          year for purposes of the Program."

4.    Section 5.3 "Disability" is amended to read in its entirety
as follows:

"5.3 Disability

     An   Employee   who   becomes  disabled  and   who   remains
     continuously disabled until attaining age 65 shall  continue
     to  accrue benefits under the Program as if he continued  to
     be  employed by the Company.  Such Employee shall receive an
     immediate lump sum payment determined under Section  5.2  of
     the Program as of the Employee's 65th birthday.

     Notwithstanding any other provision of the  Program  to  the
     contrary, when determining Final Average Pay for an Employee
     who  is disabled under the provisions of this Section, Final
     Average Pay means the sum of:

     (a)  the  average  of each of the five highest bonus  awards
          (whether the awards are paid to the Employee or  are  a
          Deferral  Amount  (as  such  term  is  defined  in  the
          Deferral  Plan))  during the six most  recent  calendar
          years  including the year during which  the  Employee's
          disability  occurs,  (or, if the average  of  the  five
          highest  bonus awards would be greater,  the  six  most
          recent  calendar years prior to the year in  which  the
          Employee's    disability   occurs),    but    excluding
          Supplemental Contributions (as such term is defined  in
          the  Deferral  Plan)  or  any  amounts  paid  from  the
          Deferred Compensation Account (as such term is  defined
          in  the  Deferral Plan) or any other account under  the
          Deferral  Plan including, but not limited  to,  amounts
          paid  consisting  of Deferral Amounts and  Supplemental
          Contributions and their earnings, and

     (b)  the  Employee's annualized base salary in effect as  of
          the date he becomes disabled.

     An Employee who is no longer disabled under this Section and
     who  returns  to the employ of the Company or an  affiliated
     company,  shall  be entitled to accrue benefits  under  this
     Section for the period of his disability.

     An Employee who is no longer disabled under this Section and
     who  does  not  return to the employ of the  Company  or  an
     affiliated  company,  shall not be entitled  to  accrue  any
     benefits under this Section for any portion of the period of
     his disability.

     For  purposes of the Program, an Employee shall be  disabled
     if  he  is unable to continue to perform the duties  of  his
     position due to a physical or mental impairment."


5.    Except as provided herein, the Program shall remain in full
force and effect.


IN WITNESS WHEREOF, the Company has caused this amendment to be
executed by its duly authorized representative on this 22 day of
March, 1999.

                          INGERSOLL-RAND COMPANY


                          By: /S/
                              Donald H. Rice
                              Vice President
                              Human Resources