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
(the "Trust") and to file a Registration Statement on Form S-3 relating to
(i) common 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 the 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 21, 1997.

                                         INGERSOLL-RAND FINANCING I

                                         By: /s/ PATRICIA NACHTIGAL
                                              Name: Patricia Nachtigal
                         
                                         By: /s/ RONALD G. HELLER
                                              Name: Ronald G. Heller

                                         By: /s/ NANCY CASABLANCA
                                              Name: Nancy Casablanca