Exhibit 24.2
POWER OF ATTORNEY
Each person whose signature appears below authorizes James E. Perrella,
J. Frank Travis and Patricia Nachtigal, or any of them, to execute in the
name of each such person who is then a trustee of Ingersoll-Rand Financing I
or Ingersoll-Rand Financing II (collectively, the "Trusts", and each a
"Trust") and to file a Registration Statement on Form S-3 relating to (i)
common stock, preference stock, stock purchase contracts, stock purchase
units, guarantees of trust preferred securities and debt securities of
Ingersoll-Rand Company and (ii) trust preferred securities of each Trust, and
any amendments thereto (and any additional Registration Statement related
thereto permitted by Rule 462(b) promulgated under the Securities Act of 1933
(and all further amendments including post-effective amendments thereto)) in
each case necessary or advisable to enable the Company to comply with the
Securities Act of 1933, as amended, and any rules, regulations and
requirements of the Securities and Exchange Commission, in respect thereof,
in connection with the registration of the securities which are the subject
of such Registration Statements, which amendments may make such changes in
such Registration Statements as such attorney may deem appropriate.
SIGNATURES
Pursuant to the requirements of the Securities Act of 1933, as amended,
this Power of Attorney has been signed by the following persons in the
capacities indicated on October 2, 1997.
INGERSOLL-RAND FINANCING I
By: /s/ PATRICIA NACHTIGAL
----------------------
Trustee
By: /s/ RONALD G. HELLER
--------------------
Trustee
By: /s/ NANCY CASABLANCA
--------------------
Trustee
INGERSOLL-RAND FINANCING II
By: /s/ PATRICIA NACHTIGAL
----------------------
Trustee
By: /s/ RONALD G. HELLER
--------------------
Trustee
By: /s/ NANCY CASABLANCA
--------------------
Trustee