Exhibit 23.3


                      CONSENT OF INDEPENDENT ACCOUNTANTS

We hereby consent to the incorporation by reference in the Prospectus
constituting part of this Registration Statement on Form S-3 of our report
dated February 4, 1997, which appears on page 47 of the 1996 Annual Report to
Shareholders of Ingersoll-Rand Company, which is incorporated by reference in
Ingersoll-Rand Company's Annual Report on Form 10-K for the year ended
December 31, 1996.  We also consent to the incorporation by reference of our
report on the Financial Statements Schedule, which appears on page 22 of such
Annual Report on Form 10-K.  We also consent to the reference to us under the
heading "Experts" in such Prospectus.

/s/ Price Waterhouse LLP
PRICE WATERHOUSE LLP
Morristown, New Jersey
October 1, 1997