EXHIBIT
                                                            10(iii)(b)



                           DESCRIPTION OF COMPENSATION PLAN
                               FOR RETIRED DIRECTORS OF
                                INGERSOLL-RAND COMPANY



               There is no formal document setting forth this Plan.
          However, as contained in a resolution of the Board of Directors
          and as set forth in the Company's 1981 Proxy Statement, the Plan
          provides that commencing in November, 1980, a director who is not
          a participant in any of the Company's other retirement plans and
          who retires as a director at age 72 with five or more years of
          service, or who is required to resign as a director for health or
          other specific business reasons after age 65 with ten or more
          years of service, will receive annually, during his lifetime, a
          fee equal to the annual retainer in effect as of the date of his
          retirement or a pro rata amount if his service is less than ten
          years.




























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