FORM 10-K
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549

X ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE
SECURITIES EXCHANGE ACT OF 1934
For the fiscal year ended December 31, 1993
or
TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE
SECURITIES EXCHANGE ACT OF 1934
For the transition period from to

Commission File No. 1-985
INGERSOLL-RAND COMPANY
(Exact name of registrant as specified in its charter)

New Jersey 13-5156640
(State or other jurisdiction of (I.R.S. Employer
incorporation or organization) Identification No.)

Woodcliff Lake, New Jersey 07675
(Address of principal executive offices) (Zip Code)

Registrant's telephone number, including area code: (201)573-0123
Securities registered pursuant to Section 12(b) of the Act:
Name of each exchange
Title of each class on which registered

Series A Preference New York, London and
Stock Purchase Rights Amsterdam Stock Exchanges
Common Stock, $2 par value New York, London and
Amsterdam Stock Exchanges

Securities registered pursuant to Section 12(g) of the Act: None

Indicate by check mark whether the registrant (1) has filed all
reports required to be filed by Section 13 or 15(d) of the
Securities Exchange Act of 1934 during the preceding 12 months
(or for such shorter period that the registrant was required to
file such reports), and (2) has been subject to such filing
requirements for the past 90 days.
YES X NO

Indicate by check mark if disclosure of delinquent filers
pursuant to Item 405 of Regulation S-K is not contained herein,
and will not be contained, to the best of registrant's knowledge,
in definitive proxy or information statements incorporated by
reference in Part III of this Form 10-K or any amendment to this
Form 10-K [ ]

The aggregate market value of common stock held by nonaffiliates
on March 10, 1994 was $4,063,998,940 based on the closing price
of such stock on the New York Stock Exchange.

The number of shares of common stock outstanding as of March 10,
1994 was 105,447,690.

DOCUMENTS INCORPORATED BY REFERENCE
Annual Report to Shareowners for fiscal year ended December 31,
1993. With the exception of those portions which are
incorporated by reference into Parts I, II and IV of this Form
10-K Annual Report, the 1993 Annual Report to Shareowners is not
to be deemed filed as part of this report.
Proxy Statement for Annual Meeting of Shareholders to be held
on April 28, 1994. See Part III of this Form 10-K Annual Report
for portions incorporated by reference. (A definitive proxy
statement has been filed with the Commission since the close of
the fiscal year).

PART I
Item 1. BUSINESS
Ingersoll-Rand Company (the company) was organized in
1905 under the laws of the State of New Jersey as a consolidation
of Ingersoll-Sergeant Drill Company and the Rand Drill Company,
whose businesses were established in the early 1870's. Over the
years the company has supplemented its original business, which
consisted primarily of the manufacture and sale of rock drilling
equipment, with additional products which have been developed
internally or obtained through acquisition.

On December 31, 1986, the company and Dresser Industries,
Inc. (Dresser) formed Dresser-Rand Company (Dresser-Rand), a
partnership comprising the worldwide reciprocating compressor and
turbomachinery businesses of the two companies. Dresser-Rand,
originally a 50/50 partnership, commenced operations on January
1, 1987. Effective October 1, 1992, Dresser increased its
ownership interest in the partnership to 51 percent from 50
percent. The company's ownership interest is now 49 percent.
Dresser-Rand manufactures products such as gas turbines, gas
compressors, power recovery systems, reciprocating gas engines
and steam turbines, which were previously manufactured by the
company.

Effective October 1, 1992, the company and Dresser formed
Ingersoll-Dresser Pump Company (IDP), a partnership which is
owned 51 percent by the company and 49 percent by Dresser. This
joint venture includes the majority of the worldwide pump
operations of the two companies, and its results have been
included in the consolidated financial statements of the company
since the formation date.

The following acquisitions have been accounted for as
purchases and, accordingly, each purchase price was allocated to
the acquired assets and assumed liabilities based on their
estimated fair values. The results of operations since the dates
of acquisition are included in the consolidated financial
statements.

o Effective February 1, 1990, the company completed the
acquisition of The Aro Corporation (Aro) and its subsidiaries
for $131.5 million in cash, from Todd Shipyards Corporation.
Aro is a manufacturer of air-powered tools, valves, pumps and
related equipment.

o On October 31, 1990, the company acquired ABG Verwaltungs GmbH
and related entities (ABG) for $35.4 million in cash. ABG is
a manufacturer of paving equipment and other road machinery.
During 1990, the company also acquired several smaller
operations for approximately $27.7 million in cash.

o In early 1992, the company acquired Industrias del Rodamiento,
S.A. (IRSA) for $14.0 million in cash and $1.8 million in
notes. IRSA manufactures and markets an extensive line of
bearings, as well as wheel kits and automotive accessories.

o In August 1993, the company acquired the Kunsebeck, Germany,
needle and cylindrical bearing business of FAG Kugelfischer
Georg Schafer AG of Schweinfurt, Germany, for $42.5 million in
cash, subject to final contract negotiations.

Dispositions that the company has made in recent years
are as follows:

o The company sold on January 18, 1991, Schlage Electronics, a
business unit of the company's Schlage Lock Company. The
sales price was in excess of the carrying value of the
investment in Schlage Electronics.

o The company sold the assets of several small business units in
1993, as well as substantially all of the assets of its coal-
mining machinery and aerospace bearings businesses for $55.5
million in cash.

Products
The company manufactures and sells primarily
nonelectrical machinery and equipment. Principal products
include the following:

Abrasive blasting and recovery Industrial pumps
systems Lubrication equipment
Air compressors Material handling equipment
Air dryers Mining machinery
Air logic controls Monitoring drills
Air motors Needle roller bearings
Air tools Pavement-milling machines
Architectural hardware trim Paving equipment
Asphalt compactors Pellet mills
Automated-parts finishing Pneumatic cylinders
systems Pneumatic valves
Automated production systems Portable compressors
Automotive components Portable generators
Ball bearings Portable light towers
Construction equipment Pulp-processing machinery
Dewatering presses Road-building machinery
Diaphragm pumps Rock drills
Door closers Roller bearings
Door hardware Roller mills
Door locks Rotary drills
Emergency exit devices Rough-terrain forklifts
Engineered pumps Separation equipment
Engine-starting systems Soil compactors
Extrusion systems Spray-coating systems
Fluid-handling equipment Waterjet-cutting systems
Food-processing equipment Water well drills
Foundation drills Winches
Hoists

These products are sold primarily under the company's
name and also under other names including Torrington, Fafnir,
Klemm, Schlage, CPM, LCN Closers, Von Duprin, Aro, ABG,
Ingersoll-Dresser Pumps, Pacific, Worthington, Jeumont-Schneider
Pumps and Pleuger.

During the past three years, the division of the
company's sales between capital goods and expendables has been in
the approximate ratio of 56 percent and 44 percent,
respectively. The company generally defines as expendables those
products which are not capitalized by the ultimate user.
Examples of such products are parts sold for replacement
purposes, power tools and needle bearings.

The seasonal business of the company is insignificant.

Additional information on the company's business and
financial information about industry segments is presented in
Footnote 16 of the Annual Report to Shareowners for 1993,
incorporated by reference in this Form 10-K Annual Report.

Distribution
The company's products are distributed by a number of
methods which the company believes are appropriate to the type of
product. Sales are made domestically through branch sales
offices and through distributorships and dealers across the
United States. International sales are made through
approximately 60 subsidiary sales and service companies with a
supporting chain of distributors in over 100 countries.

Working Capital
The working capital requirements of the company vary with
respect to the many products and industries in which it is
involved. In general, the requirements of its Engineered
Equipment Segment, which manufactures machinery for specialized
customer needs, involve a relatively long lead time and, at
times, more significant company investment with respect to the
particular product or order. Historically, these orders are
generally covered by progress payments, which reduce the
company's investment in the amount of inventory maintained by
this segment. The products manufactured by the company's
Standard Machinery and Bearings, Locks and Tools segments are
more in the nature of standard equipment. Consequently, a wider
variety must usually be more readily available to meet rapid
delivery requirements. Such working capital requirements are
not, however, in the opinion of management, materially different
from those experienced by the company's major competitors.

Customers
No material part of the company's business is dependent
upon a single customer or very few customers, the loss of any one
of which would have a material adverse effect on the company's
operations.

Competitive Conditions
The company's products are sold in highly competitive
markets throughout the world against products produced by both
foreign and domestic corporations. The principal methods of
competition in these markets relate to price, quality and
service. The company believes that it is one of the leading
manufacturers in the world of a broad line of air compression
systems, anti-friction bearings, construction equipment, air
tools and pumps (through the IDP joint venture). In addition, it
believes it is also an important factor in domestic markets for
locks and other door hardware products.

International Operations
Sales to customers outside the United States, including
domestic sales for export, accounted for approximately 40 percent
of the consolidated net sales in 1993. Information as to
operating income by geographic area is set forth in Footnote 16
of the Annual Report to Shareowners for 1993, incorporated by
reference in this Form 10-K Annual Report. Sales outside of the
United States are made in more than 100 countries; therefore, the
attendant risks of manufacturing or selling in a particular
country, such as nationalization and establishment of common
markets, would not have a significant effect on the company's
international operations.

Raw Materials
The company manufactures many of the components included
in its products. The principal raw materials required for the
manufacture of the company's products are purchased from numerous
suppliers, and the company believes that available sources of
supply will generally be sufficient for its needs for the
foreseeable future.

Backlog
The company's approximate backlog of orders at December
31, 1993, believed by it to be firm, was $134 million for the
Standard Machinery Segment, $393 million for the Engineered
Equipment Segment and $395 million for the Bearings, Locks and
Tools Segment as compared to $131 million, $428 million and $373
million, respectively, at December 31, 1992. These backlog
figures are based on orders received. While the major portion of
the company's products are built in advance of order and either
shipped or assembled from stock, orders for specialized machinery
or specific customer application are submitted with extensive
lead time and are often subject to revision, deferral,
cancellation or termination. The company estimates that
approximately 90 percent of the backlog will be shipped during
the next twelve months.

Research, Engineering and Development
The company maintains extensive research, engineering and
development facilities for experimenting, testing and developing
high quality products. The company employs approximately 1,500
professional employees for its research, engineering and
development activities. The company spent $150 million in 1993,
$138 million in 1992 and $124 million in 1991 on research,
engineering and development.

Patents and Licenses
The company owns numerous patents and patent applications
and is licensed under others. While it considers that in the
aggregate its patents and licenses are valuable, it does not
believe that its business is materially dependent on its patents
or licenses or any group of them. In the company's opinion,
engineering and production skills, and experience are more
responsible for its market position than patents or licenses.

Environmental Matters
The company's facilities are subject to environmental
regulation by federal, state and local authorities. It is the
company's policy to comply with all environmental regulatory
requirements and the company is in substantial compliance with
those laws and regulations. While there is some degree of
uncertainty associated with the compliance costs resulting from
new regulatory initiatives such as the 1990 Amendments to the
Clean Air Act, which have not as yet been fully implemented, the
ongoing cost of compliance has not had, nor is it expected to
have, a material adverse effect upon the company's capital
expenditures or financial position.

Federal Superfund and similar state laws impose joint and
several responsibility for cleaning up designated hazardous sites
not only on the owner and operator but also on any person who
contributed hazardous waste to the site. As of December 31,
1993, the company has been identified as a potentially
responsible party ("PRP") in connection with 29 federal and state
superfund sites. At all these sites there are other PRPs and to
date there is no indication the company will be liable for more
than its pro rata share of remediation costs at any site. While
some of these sites are still under investigation, in the
aggregate, the company's anticipated pro rata share of
responsibility at these sites is not deemed to be material.
Additional lawsuits and claims involving environmental matters
are likely to arise from time to time. In addition, the company
continues to investigate and remediate environmental
contamination from past operations at its facilities.

Based upon the company's experience to date with
environmental claims and litigation and with site investigation
and remediation, its expenditures for environmental purposes have
not been and are not expected to be material or to have a
material adverse effect on the company's capital expenditures,
earnings or competitive position. (See also Financial Review and
Management Analysis in the Annual Report to Shareowners for 1993
included as Exhibit 13 to this report.)

Employees
There are approximately 35,100 employees of the company
throughout the world, of whom approximately 22,800 work in the
United States and 12,300 in foreign countries. Approximately 18
percent of the company's production and maintenance employees,
who work in 9 plants in the United States, are represented by 7
unions. The company believes relations with its employees are
satisfactory.

Item 2. PROPERTIES
The company's executive offices are located at Woodcliff
Lake, New Jersey. Manufacturing and assembly operations are
conducted in 48 plants in the United States; 6 plants in Canada;
26 plants in Europe; 5 plants in the Far East; 5 plants in Latin
America; 2 plants in Asia and 1 plant in Africa. The company
also maintains various warehouses, offices and repair centers in
the United States, Canada and abroad.

Substantially all plant facilities are owned by the
company and the remainder are under long-term lease. The company
believes that its plant and equipment have been well maintained
and are generally in good condition. The company has several
closed facilities that it is actively marketing with the intent
of selling them at their net realizable value.

The operating segments for which the facilities are
primarily used are as described below. Facilities that produce
products in several operating segments are classified by the
products which they primarily manufacture. Facilities under
long-term lease are included below and are not significant to
each operating segment's total number of plants or square
footage.

Standard Machinery
This segment's products include machinery regularly used
in general manufacturing and in industries such as mining and
construction. Products range from blasthole drills used in
mining and construction to small air compressors found worldwide
in auto service stations. The segment is aligned into two
operating groups: Air Compressor Group and Construction and
Mining Group. The segment's manufacturing locations are as
follows:
Approximate
Number of Plants Square Footage

Domestic 7 1,884,000
International 11 1,889,000

Total 18 3,773,000

Engineered Equipment
The products manufactured by this segment are
predominantly designed for specific customer applications. The
segment's diverse product line includes pumps, liquid/solid
separation and densification machinery. The segment is organized
into two operating groups: Pump Group and Process Systems Group.
The segment's manufacturing facilities are as follows:
Approximate
Number of Plants Square Footage

Domestic 12 2,473,000
International 19 2,457,000

Total 31 4,930,000

Bearings, Locks and Tools
This segment primarily serves the automotive, capital
goods, energy and construction industries. Products in this
segment include bearings for specialized and industrial
application, locks and door hardware for residential and
commercial buildings, air tools for industrial use, air winches,
hoists and engine starting systems, and automated production
systems for transportation equipment manufacturers. There are
three operating groups in this segment: Bearings and Components
Group, Production Equipment Group and Door Hardware Group. The
segment's manufacturing facilities are as follows:
Approximate
Number of Plants Square Footage

Domestic 29 6,358,000
International 15 1,607,000

Total 44 7,965,000

Item 3. LEGAL PROCEEDINGS
In the normal course of business, the company is involved
in a variety of lawsuits, claims and legal proceedings, including
proceedings for the cleanup of 29 waste sites under Superfund and
similar state laws. In the opinion of the company pending legal
matters, including those discussed below, are not expected to
have a material adverse effect on its operations or financial
condition.

By letter received on May 8, 1991, the Connecticut
Department of Environmental Protection ("CTDEP") assessed a civil
penalty in the amount of $207,500 on The Torrington Company, a
wholly-owned subsidiary of the company ("Torrington"), for
alleged effluent violations of a state wastewater discharge
permit issued to Torrington's Newington facility. This penalty
amount was calculated by CTDEP based on a stipulated judgment
dated September 29, 1988, which provides for civil penalties to
be assessed against Torrington for effluent violations of its
discharge permit. This Stipulated Judgment was entered in an
action entitled Stanley J. Pac, Commissioner of Environmental
Protection v. Fafnir Bearing Division, The Torrington Company, in
the Superior Court for the Judicial District of Hartford/New
Britain at Hartford. Pursuant to a settlement agreement with
CTDEP in February 1994, the penalty assessment was reduced to
$130,475 and was paid by Torrington.

By letter dated June 18, 1992, Torrington was notified by
the Office of the Attorney General of the state of Connecticut of
a $675,000 penalty assessed against several of its plants located
in Connecticut for alleged violations of state wastewater
discharge regulations. On February 28, 1994, a Stipulated
Judgment was entered in an action entitled Timothy R. E. Keeney,
Commissioner of Environmental Protection v. The Torrington
Company, in the Superior Court for the Judicial District of
Hartford/New Britain at Hartford, pursuant to which the penalty
assessment was reduced to $271,525 and paid by Torrington.
Torrington is required under the Stipulated Judgment to perform
certain investigative and testing activities to identify
potential sources of contaminants at the involved plants. The
Stipulated Judgment also includes stipulated penalties for any
future violations of effluent limitations contained in discharge
permits held by the involved plants.

Item 4. SUBMISSION OF MATTERS TO A VOTE OF SECURITY HOLDERS
No matters were submitted to a vote of the company's security
holders during the last quarter of its fiscal year ended December
31, 1993.

The following information is included in accordance with the
provision of Part III, Item 10.
Date of
Service as Principal Occupation and
an Executive Other Information
Name and Age Officer for Past Five Years
James E. Perrella(58) 5/4/77 Chairman of the Board,
President and Chief
Executive Officer,
Director (President and
Director, September 1992 -
October 1993; Executive
Vice President, 1982 -
1992)
Thomas E. Bennett(64) 8/7/74 Executive Vice President
(Executive Vice President
and President of IDP,
October 1992 - March 1994;
Executive Vice President
and President of the
Bearings and Components
Group, 1989 - October
1992; Vice President and
President of the Bearings
and Components Group,
1981 - 1989)
William G. Mulligan(63) 5/2/73 Executive Vice President
J. Frank Travis(58) 2/7/90 Executive Vice President
(Vice President and
President of the Bearings
and Components Group,
February 1992 - December
1993; President of the Air
Compressor Group, 1989 -
February 1992)
Thomas F. McBride(58) 9/5/79 Senior Vice President and
Chief Financial Officer
(Senior Vice President
and Comptroller, February
1992 - May 1993; Vice
President and Comptroller,
1981 - 1992)
William J. Armstrong(52) 8/3/83 Vice President and Treasurer
Paul L. Bergren(44) 12/2/92 Vice President and President
of the Air Compressor
Group (Vice President and
General Manager -
Centrifugal Compressor
Division, 1989 - 1992)
Frederick W. Hadfield(57) 8/1/79 Vice President and President
of IDP (Vice President,
1979 - March 1994)

Date of
Service as Principal Occupation and
an Executive Other Information
Name and Age Officer for Past Five Years
Daniel E. Kletter(55) 2/7/90 Vice President and President
of the Construction and
Mining Group (Vice
President and General
Manager - Portable
Compressor Division,
1981 - 1989)
David W. Lasier(61) 3/2/88 Vice President and
President of Door Hardware
Group
Patricia Nachtigal(47) 11/2/88 Vice President and General
Counsel (Secretary and
Managing Attorney, 1988 -
1991)
James R. O'Dell(55) 12/3/88 Vice President
Larry H. Pitsch(53) 2/7/90 Vice President and President
of the Process Systems
Group (President of
Industrial Process
Machinery Group, 1985 -
1989)
Gerald E. Swimmer(49) 5/1/82 Vice President
R. Barry Uber(48) 2/7/90 Vice President and President
of the Production
Equipment Group (Vice
President and General
Manager - Power Tool
Division, 1985 - 1989)
Ronald G. Heller(47) 2/6/91 Secretary and Assistant
General Counsel (Assistant
General Counsel, 1988 -
1991)

No family relationship exists between any of the above-listed
executive officers of the company. All officers are elected to
hold office for one year or until their successors are elected
and qualify.

PART II

Item 5. MARKET FOR THE REGISTRANT'S COMMON EQUITY AND RELATED
STOCKHOLDER MATTERS
Information regarding the principal market for the
company's common stock and related stockholder matters are as
follows:

Quarterly share prices and dividends for the common stock are
shown in the following tabulation. The common shares are listed
on the New York Stock Exchange and also on the London and
Amsterdam exchanges.

Common Stock
High Low Dividend
1993
First quarter $36 1/4 $28 3/4 $.175
Second quarter 35 3/8 29 1/2 .175
Third quarter 39 3/4 31 .175
Fourth quarter 39 7/8 35 .175

High
Low Dividend

1992
First quarter $33 3/16 $26 1/4 $.165
Second quarter 32 1/4 25 3/8 .175
Third quarter 30 1/4 25 .175
Fourth quarter 34 1/4 26 3/8 .175

The Bank of New York (Church Street Station, P.O. Box
11258, New York, NY 10286-1258,(800)524-4458) is the transfer
agent, registrar and dividend reinvestment agent.

There are no significant restrictions on the payment of
dividends.

The approximate number of record holders of common stock
as of March 10, 1994 was 16,000.

Item 6. SELECTED FINANCIAL DATA
Selected financial data for the five years ended December
31, 1993, is as follows (in thousands except per share amounts):

December 31 1993 1992 1991 1990 1989

Net sales $4,021,071 $3,783,787 $3,586,220 $3,737,847 $3,447,407

Net earnings (loss) 142,524 (234,406) 150,589 185,343 210,751

Total assets 3,375,332 3,387,552 2,979,560 2,982,507 2,594,591

Long-term debt 314,136 355,598 375,846 265,163 279,916

Shareowners' equity 1,349,825 1,293,375 1,633,056 1,556,424 1,376,865

Earnings (loss) per
common share $1.36 $(2.25) $1.45 $1.78 $1.98

Dividends per
common share 0.70 0.69 0.66 0.63 0.58

Item 7. MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL
CONDITION AND RESULTS OF OPERATIONS
Management's discussion and analysis of financial
condition and results of operations is included as Financial
Review and Management Analysis in Exhibit 13 - the Annual Report
to Shareowners for 1993 and is incorporated by reference in this
Form 10-K Annual Report.

Item 8. FINANCIAL STATEMENTS AND SUPPLEMENTARY DATA
The following financial statements and supplementary
financial information included in the accompanying Annual Report
to Shareowners for 1993 are incorporated by reference in this
Form 10-K Annual Report:

(a) The consolidated financial statements and the report
thereon of Price Waterhouse dated February 1, 1994, are included
as Exhibit 13 - the Annual Report to Shareowners (excluding the
Financial Review and Management Analysis) for 1993.

(b) The unaudited quarterly financial data for the
two-year period ended December 31, 1993, is as follows (in
thousands except per share amounts):

Earnings
Net (loss) per
Net Cost of Operating earnings common
1993 sales goods sold income (loss) share

First quarter $ 952,105 $ 728,042 $ 45,150 $ 3,628 $ .04
Second quarter 1,006,773 752,816 69,344 35,937 .34
Third quarter 973,524 736,244 64,505 35,186 .33
Fourth quarter 1,088,669 799,588 112,515 67,773 .65
Year 1993 $4,021,071 $3,016,690 $291,514 $ 142,524 $ 1.36

1992

First quarter $ 861,242 $ 666,132 $ 40,422 $(329,438) $(3.16)
Second quarter 926,932 708,874 62,049 32,638 .31
Third quarter 904,015 695,563 40,097 29,970 .29
Fourth quarter 1,091,598 811,292 32,671 32,424 .31
Year 1992 $3,783,787 $2,881,861 $175,239 $(234,406) $(2.25)

o During the fourth quarter of 1993, the company retroactively
changed its method of accounting for postemployment benefits.
The effect of this change on the company amounted to $21.0
million (net of tax) and resulted in the restatement of the
company's net earnings for the first quarter from $24.6
million ($0.24 per share) to $3.6 million ($0.04 per share).

o During the second quarter of 1993, the company recorded a
$5.0 million ($0.03 per share) restructure of operations
charge, related to the sale of substantially all of the
underground coal-mining machinery assets (see Note 4 to the
Consolidated Financial Statements).

o The reductions in LIFO inventory quantities increased net
earnings per share by $0.02, $0.05, $0.01 and $0.02 in the
second and fourth quarters of 1993 and 1992, respectively.

o During the fourth quarter of 1992, the company retroactively
changed its method of accounting for postretirement benefits
other than pensions and deferred income taxes. The effect of
these changes for the periods prior to January 1, 1992,
amounted to $350.0 million (net of tax), and resulted in the
restatement of the company's net earnings for the first
quarter from $26.4 million ($0.25 per share) to a net loss of
$329.4 million ($3.16 per share). These changes also
resulted in the restatement of the company's net earnings for
the second and third quarters of the year from $38.6 million
($0.37 per share) and $35.9 million ($0.35 per share) to
$32.6 million ($0.31 per share) and $30.0 million ($0.29 per
share), respectively.

o The fourth quarter of 1992 included the results of the
Ingersoll-Dresser Pump Company formed on October 1, 1992 (see
Note 2 to the Consolidated Financial Statements).

o In the third quarter of 1992, the company recorded a $10.0
million ($0.06 per share) restructure of operations charge
relating to its aerospace bearings business (see Note 4 to
the Consolidated Financial Statements).

o The fourth quarter of 1992 included a $70.0 million
restructuring charge relating to the Ingersoll-Dresser Pump
Company. The company's portion of the restructure of
operations charge for IDP was $35.0 million pretax and $25.7
million ($0.25 per share) after-tax.

Item 9. CHANGES IN AND DISAGREEMENTS WITH INDEPENDENT
ACCOUNTANTS ON ACCOUNTING AND FINANCIAL DISCLOSURE
None.

PART III

Item 10. DIRECTORS AND EXECUTIVE OFFICERS OF THE REGISTRANT
The information required by Item 10 is (i) incorporated
by reference in this Form 10-K Annual Report from pages 3, 4, 6,
and 7 of the company's definitive proxy statement for the Annual
Meeting of Shareholders to be held on April 28, 1994, and (ii)
included in Part I on pages 11 and 12 of this Form 10-K Annual
Report.

Item 11. EXECUTIVE COMPENSATION
Information on executive compensation is incorporated by
reference in this Form 10-K Annual Report from pages 7 through 19
of the company's definitive proxy statement for the Annual
Meeting of Shareholders to be held on April 28, 1994.

Item 12. SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND
MANAGEMENT
Information on security ownership of directors and
nominees, directors and officers as a group and certain
beneficial owners is incorporated by reference in this Form 10-K
Annual Report on pages 5 and 6 of the company's definitive proxy
statement for the Annual Meeting of Shareholders to be held on
April 28, 1994.

Item 13. CERTAIN RELATIONSHIPS AND RELATED TRANSACTIONS
Information required by Item 13 is incorporated by
reference in this Form 10-K Annual Report from page 20 of the
company's definitive proxy statement for the Annual Meeting of
Shareholders to be held on April 28, 1994.

PART IV

Item 14. EXHIBITS, FINANCIAL STATEMENT SCHEDULES AND REPORTS ON
FORM 8-K

(a) 1. and 2. Financial statements and financial statement
schedules
The financial statements, together with the
report thereon of Price Waterhouse dated
February 1, 1994, included as Exhibit 13
(excluding Financial Review and Management
Analysis) and the unaudited quarterly financial
data included in Part II Item 8(b) are
incorporated by reference in this Form 10-K
Annual Report. The financial statement
schedules listed in the accompanying index on
page 19 should be read in conjunction with the
financial statements in such Annual Report to
Shareowners for 1993.

Separate financial statements for all 50
percent or less owned companies, accounted for
by the equity method have been omitted because
no individual entity constitutes a significant
subsidiary.

3. Exhibits
The exhibits listed on the accompanying
index to exhibits on pages 26 and 27 are filed
as part of this Form 10-K Annual Report.

(b) Reports on Form 8-K
None.

INGERSOLL-RAND COMPANY

INDEX TO FINANCIAL STATEMENTS
AND FINANCIAL STATEMENT SCHEDULES
(Item 14 (a) 1 and 2)

Form
10-K
Consolidated Financial Statements:
Report of independent accountants . . . . . . . . . . *
Consolidated balance sheet at
December 31, 1993 and 1992 . . . . . . . . . . . . *
For the years ended December 31, 1993, 1992
and 1991:
Consolidated statement of income . . . . . . . . . *
Consolidated statement of shareowners'
equity . . . . . . . . . . . . . . . . . . . . . *
Consolidated statement of cash flows . . . . . . . *
Notes to consolidated financial statements . . . . . *
Selected unaudited quarterly financial data . . . . . . 15

Financial Statement Schedules:
Report of independent accountants on
financial statement schedules . . . . . . . . . . . 20
Consolidated schedules for the years ended
December 31, 1993, 1992 and 1991:
Schedule V -- Property, Plant and Equipment . . . . 21
Schedule VI -- Accumulated Depreciation and
Amortization of Property, Plant and
Equipment . . . . . . . . . . . . . . . . . . . . 22
Schedule VIII -- Valuation and Qualifying
Accounts . . . . . . . . . . . . . . . . . . . . 23
Schedule IX -- Short-Term Borrowings . . . . . . . 24
Schedule X -- Supplementary Income Statement
Information . . . . . . . . . . . . . . . . . . . 25

* See Exhibit 13 - Ingersoll-Rand Company Annual Report to
Shareowners for 1993.

Financial statement schedules not included in this Form 10-K
Annual Report have been omitted because they are not applicable
or the required information is shown in the financial statements
or notes thereto.

Financial statements of the company's 50 percent or less owned
companies, are omitted because individually they do not meet the
significant subsidiary test of Rule 3-09 of Regulation S-X.

REPORT OF INDEPENDENT ACCOUNTANTS ON
FINANCIAL STATEMENT SCHEDULES

To the Board of Directors of Ingersoll-Rand Company:

Our audits of the consolidated financial statements referred to
in our report dated February 1, 1994 included as part of Exhibit
13 - the Annual Report to Shareowners for 1993 of Ingersoll-Rand
Company, (which report and consolidated financial statements are
incorporated by reference in this Annual Report on Form 10-K)
also included an audit of the Financial Statement Schedules
listed in Item 14(a) of this Form 10-K. In our opinion, these
Financial Statement Schedules present fairly, in all material
respects, the information set forth therein when read in
conjunction with the related consolidated financial statements.

/S/ Price Waterhouse
PRICE WATERHOUSE
Hackensack, New Jersey
February 1, 1994

CONSENT OF INDEPENDENT ACCOUNTANTS

We hereby consent to the incorporation by reference in the
Prospectuses constituting part of the Registration Statements on
Form S-3 (No. 33-53696) and Form S-8 (Post-Effective Amendment
No. 4 to No. 2-64708, No. 2-67834, No. 2-98258 and No. 33-35229)
of Ingersoll-Rand Company of our report dated February 1, 1994
included as part of Exhibit 13 - the Annual Report to Shareowners
for 1993, which is incorporated in this Annual Report on Form
10-K. We also consent to the incorporation by reference of our
report on the Financial Statement Schedules, which appears on
this page.

/S/ Price Waterhouse
PRICE WATERHOUSE
Hackensack, New Jersey
March 30, 1994

SCHEDULE V
INGERSOLL-RAND COMPANY

PROPERTY, PLANT AND EQUIPMENT

FOR THE YEARS ENDED DECEMBER 31, 1993, 1992 and 1991
(Amounts in thousands)

Balance at Balance
beginning Additions Retirements at end
Classification of year at cost or sales Other (*) of year
Year ended December 31, 1993

Land $ 43,813 $ 2,697 $ 684 $ (375) $ 45,451
Buildings 448,086 40,682 11,645 (826) 476,297
Machinery, tools
and equipment 1,030,443 139,827 142,787 1,728 1,029,211
Furniture and fixtures 93,016 12,849 10,921 748 95,692
Vehicles 19,559 2,288 2,440 (630) 18,777
$1,634,917 $198,343 $168,477 $ 645 $1,665,428
Year ended December 31, 1992
Land $ 33,256 $ 2,770 $ 327 $ 8,114 $ 43,813
Buildings 391,585 24,854 8,036 39,683 448,086
Machinery, tools
and equipment 873,057 150,454 109,997 116,929 1,030,443
Furniture and fixtures 89,629 8,055 8,444 3,776 93,016
Vehicles 17,909 2,643 2,005 1,012 19,559
$1,405,436 $188,776 $128,809 $169,514 $1,634,917
Year ended December 31, 1991
Land $ 34,537 $ 74 $ 1,211 $ (144) $ 33,256
Buildings 383,183 21,022 10,782 (1,838) 391,585
Machinery, tools
and equipment 826,950 145,277 93,315 (5,855) 873,057
Furniture and fixtures 86,488 15,552 11,456 (955) 89,629
Vehicles 17,477 2,913 2,326 (155) 17,909
$1,348,635 $184,838 $119,090 $ (8,947) $1,405,436

The classification "Machinery, tools and equipment" includes the activity and
balances of the company's rental fleet.

(*) "Other" items represent foreign currency translation and acquisitions. In 1992,
amounts contributed by Dresser Industries, Inc. to Ingersoll-Dresser Pump Company,
were also included.

INGERSOLL-RAND COMPANY SCHEDULE VI

ACCUMULATED DEPRECIATION AND AMORTIZATION
OF PROPERTY, PLANT AND EQUIPMENT

FOR THE YEARS ENDED DECEMBER 31, 1993, 1992 and 1991
(Amounts in thousands)

Additions
Balance at charged to Balance
beginning costs and Retirements at end
Classification of year expenses or sales Other (*) of year
Year ended December 31, 1993

Buildings $176,879 $ 19,730 $ 7,193 $ (3,598) $185,818
Machinery, tools
and equipment 539,752 96,343 99,739 (7,481) 528,875
Furniture and fixtures 58,663 15,071 9,602 (1,767) 62,365
Vehicles 12,519 2,082 979 (396) 13,226
$787,813 $133,226 $117,513 $(13,242) $790,284
Year ended December 31, 1992
Buildings $143,402 $ 15,957 $ 4,763 $ 22,283 $176,879
Machinery, tools
and equipment 417,655 99,011 70,848 93,934 539,752
Furniture and fixtures 50,935 12,895 7,855 2,688 58,663
Vehicles 10,337 3,202 1,552 532 12,519
$622,329 $131,065 $ 85,018 $119,437 $787,813
Year ended December 31, 1991
Buildings $136,269 $ 14,170 $ 6,608 $ (429) $143,402
Machinery, tools
and equipment 390,207 87,736 56,748 (3,540) 417,655
Furniture and fixtures 47,765 14,474 10,968 (336) 50,935
Vehicles 8,472 3,782 1,844 (73) 10,337
$582,713 $120,162 $ 76,168 $ (4,378) $622,329

Depreciation on buildings is provided principally on a straight-line basis over estimated
useful lives of 10 to 40 years. Depreciation for all other fixed assets is calculated on
an accelerated basis (principally, the sum-of-the-years digits method) over estimated
useful lives; machinery, tools and equipment - 6 to 12 years; furniture and fixtures - 5
to 10 years; vehicles - 3 to 7 years. The classification "Machinery, tools and equipment"
includes the activity and balances of the company's rental fleet.

(*) "Other" represents foreign currency translation. In 1992, amounts contributed by
Dresser Industries, Inc. to Ingersoll-Dresser Pump Company, were also included.

SCHEDULE VIII

INGERSOLL-RAND COMPANY

VALUATION AND QUALIFYING ACCOUNTS

FOR THE YEARS ENDED DECEMBER 31, 1993, 1992 and 1991
(Amounts in thousands)

Additions
charged to
Balance at costs and Balance
beginning expenses Deductions at end
Description of year (*) (**) of year

1993
Doubtful accounts $23,057 $10,218 $11,186 $22,089

1992
Doubtful accounts $18,772 $12,590 $ 8,305 $23,057

1991
Doubtful accounts $17,045 $ 9,157 $ 7,430 $18,772

(*) "Additions" include foreign currency translation and in
1992 amounts contributed by Dresser Industries, Inc. to
Ingersoll-Dresser Pump.

(**) "Deductions" include accounts and advances written off,
less recoveries.

SCHEDULE IX
INGERSOLL-RAND COMPANY

SHORT-TERM BORROWINGS

FOR THE YEARS ENDED DECEMBER 31, 1993, 1992 and 1991
(Dollar amounts in thousands)

Weighted Maximum Average Weighted
Category of average amount amount average
aggregate Balance at interest outstanding outstanding interest rate
short-term end of rate at during the during the during the
borrowings period end of period period period period
1993

Bank loans $124,977 7.89% $184,103 $159,108 7.77%
Commercial paper -- -- -- -- --
Current maturities
of long-term debt 81,962 8.55% 88,319 38,459 8.19%

1992(*)
Bank loans $184,106 9.64% $223,580 $166,495 10.39%
Commercial paper -- -- -- -- --
Current maturities
of long-term debt 17,231 7.73% 17,231 11,210 7.47%

1991
Bank loans $109,941 11.33% $212,075 $173,697 11.80%
Commercial paper -- -- 124,000 56,861 6.63%
Current maturities
of long-term debt 8,380 7.05% 21,200 8,775 7.32%

The average short-term borrowings and interest rates were based on the sum of the month-end
borrowings and interest rates divided by the number of months outstanding.

Maturities of commercial paper at issuance can range up to 180 days. Bank loans represent
obligations payable to various banks and financial institutions and are obtained on an as
needed basis at various terms.

(*) The company had $64,000,000 of short-term debt and equivalent amounts of short-term
investments at December 31, 1992 for which the company had a right of offset.
Accordingly, the debt and investments have been eliminated from the December 31, 1992
balance sheet and this schedule.

SCHEDULE X

INGERSOLL-RAND COMPANY

SUPPLEMENTARY INCOME STATEMENT INFORMATION

FOR THE YEARS ENDED DECEMBER 31, 1993, 1992 and 1991
(Amounts in thousands)

Item Charged to costs and expenses

1993 1992 1991

Maintenance and repairs . . . . $78,794 $73,216 $72,771

Amortization of intangible
assets . . . . . . . . . . . $ 5,852 $ 5,597 $ 6,675

Taxes, other than payroll and
income taxes . . . . . . . . $24,875 $28,545 $28,823

Royalties and advertising costs were less than one percent of
sales.

INGERSOLL-RAND COMPANY
INDEX TO EXHIBITS
(Item 14(a))
Description Page
3 (i) Amendment to Restated Certificate of Incorporation
of Ingersoll-Rand Company filed May 28, 1992. 30-32

3 (ii) Restated Certificate of Incorporation of
Ingersoll-Rand Company as amended through May 28, 1992. 33-60

3 (iii) By-Laws of Ingersoll-Rand Company, as amended
through October 1, 1993. 61-77

4 (iii) Ingersoll-Rand Company is a party to several
long-term debt instruments under which in each case the
total amount of securities authorized does not exceed
10% of the total assets of Ingersoll-Rand Company and
its subsidiaries on a consolidated basis. Pursuant to
paragraph 4(iii)(A) of Item 601(b) of Regulation S-K,
Ingersoll-Rand Company agrees to furnish a copy of such
instruments to the Securities and Exchange Commission
upon request. --

10 (iii) The following exhibits constitute management
contracts or compensatory plans or arrangements required
by Item 601 of Regulation S-K. --

10 (iii) (a) Management Incentive Unit Plan of Ingersoll-
Rand Company. Amendment to the Management Incentive Unit
Plan, effective January 1, 1982. Amendment to the
Management Incentive Unit Plan, effective January 1, 1987.
Amendment to the Management Incentive Unit Plan, effective
June 3, 1987. 78-92

10 (iii) (b) Description of Compensation Plan for Retired
Directors of Ingersoll-Rand Company. 93

10 (iii) (c) Form of Contingent Compensation Agreements
with Executive Vice Presidents and Group Presidents of
Ingersoll-Rand Company. 94-99

10 (iii) (d) Description of Bonus Arrangements for
Chairman, President and Staff Officers. 100

10 (iii) (e) Form of Change of Control Arrangements with
Chairman and Chief Executive Officer. 101-113

10 (iii) (f) Form of Change of Control Arrangements
with selected executive officers. 114-126

INGERSOLL-RAND COMPANY
INDEX TO EXHIBITS
(Item 14(a))
(Continued)
Description Page

10 (iii) (g) Executive Supplementary Retirement Plan
for selected senior executives. 127-132

10 (iii) (h) Incentive Stock Plan of 1985 of Ingersoll-
Rand Company. 133-151

10 (iii) (i) Forms of insurance and related letter
agreements with certain executive officers. 152-160

10 (iii) (j) Incentive Stock Plan of 1990 of Ingersoll-
Rand Company. 161-182

10 (iii) (k) Restated Supplemental Pension Plan effective
January 1, 1992. 183-188

10 (iii) (l) Supplemental Stock and Savings Investment
Plan effective as of January 1, 1989. 189-198

10 (iii) (m) Supplemental Retirement Account Plan
effective as of January 1, 1989. 199-206

11 (i) Computation of Primary Earnings Per Share. 207-208

11 (ii) Computation of Fully Diluted Earnings Per Share. 209-210

12 Computations of Ratios of Earnings to Fixed Charges. 211

13 Ingersoll-Rand Company Annual Report to
Shareowners for 1993. (Not deemed to be filed as
part of this report except to the extent incorporated
by reference). 212-275

21 List of Subsidiaries of Ingersoll-Rand Company. 276-278

SIGNATURES

Pursuant to the requirements of Section 13 or 15(d) of the
Securities Exchange Act of 1934, the registrant has duly caused
this report to be signed on its behalf by the undersigned,
thereunto duly authorized.

INGERSOLL-RAND COMPANY
(Registrant)

By /S/ Thomas F. McBride
Thomas F. McBride
Senior Vice President and
Chief Financial Officer

Date March 30, 1994

Pursuant to the requirements of the Securities Exchange Act
of 1934, this report has been signed below by the following
persons on behalf of the registrant and in the capacities and on
the dates indicated.

Signature Title Date

Chairman, President,
Chief Executive Officer
and Director (Principal
/S/ James E. Perrella Executive Officer) March 30, 1994
(James E. Perrella)

Senior Vice President
Chief Financial Officer
(Principal Financial
/S/ Thomas F. McBride Officer) March 30, 1994
(Thomas F. McBride)

Controller -
Accounting and Reporting
(Principal Accounting
/S/ Richard A. Spohn Officer) March 30, 1994
(Richard A. Spohn)

/S/ Donald J. Bainton Director March 30, 1994
(Donald J. Bainton)

/S/ Theodore H. Black Director March 30, 1994
(Theodore H. Black)

Signature Title Date

/S/ Brendan T. Byrne Director March 30, 1994
(Brendan T. Byrne)

/S/ Joseph P. Flannery Director March 30, 1994
(Joseph P. Flannery)

/S/ William G. Kuhns Director March 30, 1994
(William G. Kuhns)

/S/ Alexander H. Massad Director March 30, 1994
(Alexander H. Massad)

/S/ John E. Phipps Director March 30, 1994
(John E. Phipps)

/S/ Donald E. Procknow Director March 30, 1994
(Donald E. Procknow)

/S/ Cedric E. Ritchie Director March 30, 1994
(Cedric E. Ritchie)

/S/ Willis A. Strauss Director March 30, 1994
(Willis A. Strauss)