Pricing Supplement No. 5 Rule 424(b)(3) Dated November 14, 1997 File No.333-34029 (To Prospectus dated August 26, 1997 and Prospectus Supplement dated November 5, 1997) INGERSOLL-RAND COMPANY Medium-Term Notes, Series B, Due Nine Months or More from Date of Issue - Fixed Rate Trade Date: November 14, 1997 Principal Amount: $46,150,000 Issue Price: 100.00% Selling Agent's Commission: 0.55% Interest Rate: 6.460% Interest Payment Date(s): May 15, November 15 Interest Payment Commencing Date: May 15,1998 Stated Maturity: November 19, 2003 Original Issue Date: November 19, 1997 Net Proceeds to Issuer: $45,896,175 Regular Record Date(s): May 1, November 1 CUSIP NO.: 45686X CD3 Name of Trustee: The Bank of New York Form: [x] Book-Entry Note [ ] Certified Note Redemption: [x] The Notes cannot be redeemed prior to maturity [ ] The Notes may be redeemed prior to maturity Initial Redemption Date: Initial Redemption Price: $ - Annual Redemption Price Reduction: $ - Repayment: [x] The Notes cannot be repaid prior to maturity [ ] The Notes can be repaid prior to maturity at the option of the holder Repayment Price: $ - Repayment Date: Amortizing Note: [ ] Yes [ ] No Basis for formula for amortization: Discount Note: [ ] Yes [x] No Total Amount of Original Issue Discount ("OID"): Original Yield to Maturity: Initial Accrual Period OID: Method Used to Determine Yield for Initial Accrual Period: [ ] Approximate [ ] Exact Capacity: [x] Agent-$43,150,000 [x] Principal-$3,000,000 If as principal: [ ] The Notes are being offered at varying prices related to prevailing market prices at the time of resale. [ ] The Notes are being offered at a fixed initial public offering price [100.00]% of Principal Amount. The Notes are being reoffered to dealers with a reallowance not to exceed [ ]% of the discount. Special Provision: Agents: SALOMON BROTHERS INC. $12,500,000 MERRILL LYNCH & CO. $10,500,000 CHASE SECURITIES INC. $10,650,000 J. P. MORGAN & CO. $12,500,000