Exhibit 10(iii) (c)


                    DESCRIPTION OF BONUS ARRANGEMENT
                    FOR EXECUTIVE VICE PRESIDENTS OF
                        INGERSOLL-RAND COMPANY

     There is no formal document setting forth this
arrangement.  However, as set forth in the Company's 2000
Proxy Statement, subject to the approval of the Board of
Directors which approves the amount of each award, the
Compensation and Benefits Committee will approve bonus
arrangements for the Executive Vice Presidents.  These
officers may receive bonuses attributable to 2000 dependent
upon the Company's attainment of predetermined earnings per
share goals.  The amount of such bonus is discretionary and
is subject to general guidelines.  Discretionary bonuses may
be paid in the event that corporate goals are not met.