Exhibit 4.2


                           CERTIFICATE OF AMENDMENT 
                                      OF
                     RESTATED CERTIFICATE OF INCORPORATION
                                      OF 
                            INGERSOLL-RAND COMPANY


To:      Secretary of State
         State of New Jersey


         Pursuant to the provisions of Section 14A:7-15.1(2) of the New Jersey
Business Corporation Act, the undersigned corporation, organized under the
laws of the State of New Jersey, executes and submits the following
certificate for the purpose of amending its Restated Certificate of
Incorporation:

         FIRST:  The name of the corporation is Ingersoll-Rand Company (the
"Company").

         SECOND:  On August 6, 1997, the Board of Directors of the Company
approved a resolution declaring a share dividend of one additional share of
Common Stock, $2 par value per share, of the Company (the "Common Stock") for
each two outstanding shares of the Common Stock, payable September 2, 1997 to
shareholders of record of Common Stock as of the close of business on August
19, 1997, and in connection therewith adopted a resolution amending,
effective September 2, 1997, the first paragraph of Article Fourth of the
Company's Restated Certificate of Incorporation to increase the number of
shares of Common Stock which the Company is authorized to issue to
600,000,000.  The first paragraph of said Article Fourth, as so amended,
shall read as follows:

         "The aggregate number of shares which the Company
         shall have authority to issue is 610,000,000,
         consisting of 10,000,000 shares of Preference Stock,
         without nominal or par value (hereinafter referred
         to as 'Preference Stock'), and 600,000,000 shares of
         Common Stock, of the par value of $2 per share
         (hereinafter referred to as 'Common Stock')."

         THIRD:  The foregoing amendment to the Restated Certificate
of Incorporation will not adversely affect the rights or preferences of the
holders of outstanding shares of any class or series and will not result in
the percentage of authorized shares that remains unissued after the share
dividend exceeding the percentage of authorized shares that was unissued
before the share dividend.


         FOURTH:  The number of shares of Common Stock subject to the
share dividend is 111,444,920 and the number of shares to be issued in 
connection with the share dividend is 55,722,460.

         FIFTH:  The share dividend and the amendment referred to
above shall become effective on September 2, 1997.



Dated this 15th day of August, 1997

                                           INGERSOLL-RAND COMPANY


                                           By: /s/ Patricia Nachtigal
                                               ------------------------------
                                               Patricia Nachtigal
                                               Vice President