Exhibit 23.3

We hereby consent to the incorporation by reference in this Registration
Statement on Form S-3 of our report dated February 6, 2001 relating to
the financial statements, which appears in the 2000 Annual Report of
Shareholders, which is incorporated by reference in Ingersoll-Rand
Company's Annual Report on Form 10-K for the year ended December 31,
2000.  We also consent to the incorporation by reference of our report
dated February 6, 2001 relating to the financial statement schedule,
which appears in such Annual Report on Form 10-K.  We also consent to the
references to us under the heading "Experts" in such Registration
Statement.


PricewaterhouseCoopers LLP

Florham Park, New Jersey
April 6, 2001.