Exhibit 24.2

                            POWER OF ATTORNEY

     Each person whose signature appears below authorizes Herbert L.
Henkel, David W. Devonshire and Patricia Nachtigal, or any of them, to
execute in the name of each such person who is then a trustee of
Ingersoll-Rand Financing II or Ingersoll-Rand Financing III
(collectively, the "Trusts", and each a "Trust") and to file a
Registration Statement on Form S-3 relating to (i) common stock,
preference stock, stock purchase contracts, stock purchase units,
guarantees of trust preferred securities, depositary shares, debt
securities of Ingersoll-Rand Company and securities exchangeable for or
convertible into securities of the Company or third parties, and (ii)
trust preferred securities of each Trust, and any amendments thereto (and
any additional Registration Statement related thereto permitted by Rule
462(b) promulgated under the Securities Act of 1933(and all further
amendments including post-effective amendments thereto)) in each case
necessary or advisable to enable the Company to comply with the
Securities Act of 1933, as amended, and any rules, regulations and
requirements of the Securities and Exchange Commission, in respect
thereof, in connection with the registration of the securities which are
the subject of such Registration Statements, which amendments may make
such changes in such Registration Statements as such attorney may deem
appropriate.

                                SIGNATURES

     Pursuant to the requirements of the Securities Act of 1933, as
amended, this Power of Attorney has been signed by the following persons
in the capacities indicated on November 29, 2000.


                               INGERSOLL-RAND FINANCING II

                               By: /s/ PATRICIA NACHTIGAL
                                   --------------------------
                                         Trustee

                               By: /s/ RONALD G. HELLER
                                   --------------------------
                                         Trustee

                               By: /s/ NANCY CASABLANCA
                                   --------------------------
                                         Trustee


                               INGERSOLL-RAND FINANCING III

                               By: /s/ PATRICIA NACHTIGAL
                                   --------------------------
                                         Trustee

                               By: /s/ RONALD G. HELLER
                                   --------------------------
                                         Trustee

                               By: /s/ NANCY CASABLANCA
                                   --------------------------
                                         Trustee