EXHIBIT
                                                            10(iii)(d)
                                                            Page 1 of 1





                           DESCRIPTION OF BONUS ARRANGEMENT
                          FOR CHAIRMAN, PRESIDENT AND STAFF
                          OFFICERS OF INGERSOLL-RAND COMPANY



               There is no formal document setting forth this arrangement. 
          However, as set forth in the Company's 1983 Proxy Statement,
          subject to the approval of the Board of Directors which approves
          the amount of each award, the Compensation and Benefits Committee
          has approved bonus arrangements for the Chairman, President and
          other Company officers responsible for staff functions.  These
          officers may receive bonuses attributable to 1984 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 as to maximum percentages.  Discretionary
          bonuses may also be paid in the event that corporate goals are
          not met.


























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