Exhibit 10 (iii)(t)




February 14, 2000

Mr. Rone H. Lewis III

Dear Rone:

I am pleased to offer you the position of Vice President,
E-Commerce of Ingersoll-Rand Company and intend to recommend
your election as an Officer of the Company to the Board of
Directors.  In this assignment you will report to the Office
of the Chief Executive.

The following is an outline of our offer:

1.   Your starting salary will be at annual rate of $400,000
     paid monthly.

2.   You will be eligible for an annual incentive award,
     targeted at 90% of salary depending upon your performance
     and Ingersoll-Rand Company performance.

3.   You have been recommended for an award of 40,000 non-
     qualified stock options.  These awards are subject to
     approval by Ingersoll-Rand's Board of Directors and to the
     terms and conditions of awards made under our Incentive
     Stock Plan.  Your award recommendation will go before the
     Compensation Committee of Ingersoll-Rand's Board at their
     first meeting following your first day of employment.  These
     options will be priced after the stock market closes on the
     day they are approved by the Board at the Fair Market Value
     of Ingersoll-Rand stock.  Thereafter, you will be considered
     a full participant in the plan and eligible to receive
     awards under the Plan in future years as administered by the
     Compensation Committee of the Board.  All stock option
     awards vest over a three-year period, one-third each year.

4.   Upon acceptance of this offer and commencement of
     employment, you will be awarded 4,000 performance shares of
     Ingersoll-Rand stock.  These shares vest according to
     achievement of Ingersoll-Rand earnings per shares (EPS)
     annual growth targets, which, for performance year 2000, are
     currently set at 12%.
     These shares are distributed each February following
     the Board's approval of the Company's EPS performance.
     In subsequent years, you will be eligible for
     additional annual awards of similar value with
     qualifying criteria set at the time of each award.

5.   You will be eligible for the complete program of
     employee benefits offered to all Ingersoll-Rand salaried
     employees in accordance with the terms and conditions of
     those plans.  Further, as an Officer of the Company, you
     will be nominated for membership in the company's Elected
     Officer Supplemental (Pension) Plan, under the terms and
     conditions of that plan.



6.   You are eligible for the Company's Relocation Program,
     a copy of which is attached.

7.   You will be provided a company car in accordance with
     our company car policy.

8.   This offer is contingent upon satisfactorily passing a
     drug test and fulfilling the requirements of the
     Immigration Reform and Control Act of 1986.

Rone, I believe this offer represents an excellent
opportunity for you to immediately become a valuable
addition to our Company.  My colleagues who have had a
chance to meet with you share this belief, and we look
forward to your joining us on or before April 3, 2000.

Welocme!

Sincerely,


/s/ Herb Henkel
Herb Henkel
President and
Chief Executive Officer

Enclosures
cc:  D.H. Rice
     R.C. Butler