Exhibit 25.1

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                                 FORM T-1

                    SECURITIES AND EXCHANGE COMMISSION
                         Washington, D.C.  20549

                         STATEMENT OF ELIGIBILITY
                UNDER THE TRUST INDENTURE ACT OF 1939 OF A
                 CORPORATION DESIGNATED TO ACT AS TRUSTEE

                   CHECK IF AN APPLICATION TO DETERMINE
                   ELIGIBILITY OF A TRUSTEE PURSUANT TO
                   SECTION 305(b)(2)           ---- _-



                           THE BANK OF NEW YORK
           (Exact name of trustee as specified in its charter)

New York                                           13-5160382
(State of incorporation                            (I.R.S. employer
if not a U.S. national bank)                       identification no.)

One Wall Street, New York, N.Y.                    10286
(Address of principal executive offices)           (Zip code)


                          Ingersoll Rand Company
            (Exact name of obligor as specified in its charter)

New Jersey                                         13-5156640
(State or other jurisdiction of                    (I.R.S. employer
incorporation or organization)                     identification no.)

                        Ingersoll-Rand Financing I
            (Exact name of obligor as specified in its charter)

Delaware                                           13-5156640
(State or other jurisdiction of                    (I.R.S. employer
incorporation or organization)                     identification no.)

200 Chestnut Ridge Road
Woodcliff Lake, New Jersey                         07677
(Address of principal executive offices)           (Zip code)

                              _____________

                             Debt Securities
                    (Title of the indenture securities)






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1.       General information.  Furnish the following information as to
the Trustee:

         (a)     Name and address of each examining or supervising
authority to which it is subject.

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                  Name                                        Address
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         Superintendent of Banks of the State of   2 Rector Street, New
York,
         New York                          N.Y.  10006, and Albany, N.Y.
12203

         Federal Reserve Bank of New York  33 Liberty Plaza, New York,
                                           N.Y.  10045

         Federal Deposit Insurance Corporation     Washington, D.C.
20429

         New York Clearing House Association       New York, New York
10005

         (b)     Whether it is authorized to exercise corporate trust
powers.

         Yes.

2.       Affiliations with Obligor.

         If the obligor is an affiliate of the trustee, describe each
such affiliation.

         None.

16.      List of Exhibits.

         Exhibits identified in parentheses below, on file with the
Commission, are incorporated herein by reference as an exhibit hereto,
pursuant to Rule 7a-29 under the Trust Indenture Act of 1939 (the "Act")
and 17 C.F.R. 229.10(d).

         1.      A copy of the Organization Certificate of The Bank of
New York (formerly Irving Trust Company) as now in effect, which contains
the authority to commence business and a grant of powers to exercise
corporate trust powers.  (Exhibit 1 to Amendment No. 1 to Form T-1 filed
with Registration Statement No. 33-6215, Exhibits 1a and 1b to Form T-1
filed with Registration Statement No. 33-21672 and Exhibit 1 to Form T-1
filed with Registration Statement No. 33-29637.)





         4.      A copy of the existing By-laws of the Trustee.  (Exhibit
4 to Form T-1 filed with Registration Statement No. 33-31019.)

         6.      The consent of the Trustee required by Section 321(b) of
the Act.  (Exhibit 6 to Form T-1 filed with Registration Statement No.
33-44051.)

         7.      A copy of the latest report of condition of the Trustee
published pursuant to law or to the requirements of its supervising or
examining authority.















































                                SIGNATURE



         Pursuant to the requirements of the Act, the Trustee, The Bank
of New York, a corporation organized and existing under the laws of the
State of New York, has duly caused this statement of eligibility to be
signed on its behalf by the undersigned, thereunto duly authorized, all
in The City of New York, and State of New York, on the 5th day of April,
2001.


         THE BANK OF NEW YORK



         By:       /s/  MING SHIANG
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             Name:    MING SHIANG
             Title:   VICE PRESIDENT