Exhibit 4.11


                             CERTIFICATE OF TRUST

                                      OF

                          INGERSOLL-RAND FINANCING I


                 THIS  Certificate of  Trust  of Ingersoll-Rand  Financing   I
(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 I.

                 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             vidual capacity but solely 
as trustee                                 as trustee

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

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

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