Exhibit 4.10


                             CERTIFICATE OF TRUST

                                      OF

                          INGERSOLL-RAND FINANCING II


                 THIS  Certificate of  Trust of  Ingersoll-Rand Financing   II
(the "Trust"), dated as of August  18, 1997, is being duly executed and  filed
by the undersigned, as trustees,  to form a business trust under  the Delaware
Business Trust Act (12 Del. C. Section 3801, et seq.).  

                 1.       Name.   The name of  the business trust formed hereby
is Ingersoll-Rand Financing II.

                 2.       Delaware Trustee.   The name and business address  of
the trustee of  the Trust in the State of  Delaware are Mark A.  Ferrucci, c/o
The  Corporation  Trust  Company,  1209 Orange  Street,  Wilmington,  Delaware
19801.

                 3.       Effective Date.   This Certificate of Trust shall  be
effective upon filing.

                 IN WITNESS  WHEREOF, the  undersigned, being the  trustees of
the  Trust, have executed this Certificate of Trust as of the date first-above
written.


NANCY CASABLANCA, not in her               MARK A. FERRUCCI, not in his indi-
individual capacity but solely as          vidual capacity but solely as
trustee                                    trustee

/s/ NANCY CASABLANCA                       /s/ MARK A. FERRUCCI


RONALD G. HELLER, not in his               PATRICIA NACHTIGAL, not in her 
individual capacity but solely as          individual capacity but solely as
trustee                                    trustee

/s/ RONALD G. HELLER                       /s/ PATRICIA NACHTIGAL