Exhibit C

    UNDER CERTAIN CIRCUMSTANCES, AS SET FORTH IN THE RIGHTS AGREEMENT, RIGHTS
    OWNED BY OR TRANSFERRED TO ANY PERSON WHO BECOMES AN ACQUIRING PERSON (AS
    DEFINED IN THE RIGHTS AGREEMENT) AND CERTAIN TRANSFEREES THEREOF WILL
    BECOME NULL AND VOID AND WILL NO LONGER BE TRANSFERABLE.

                         SUMMARY OF RIGHTS TO PURCHASE
                           Shares of Preferred Stock

          On November 4, 1998, the Board of Directors of Ingersoll-Rand 
Company (the "Company") declared a dividend of one preference share purchase 
right (a "Right") for each outstanding share of Common Stock, par value 
$2.00 per share, of the Company (the "Common Stock").  The dividend is payable 
on December 22, 1998 (the "Record Date") to the shareholders of record on that
date.  Each Right entitles the registered holder to purchase from the Company
one one-thousandth of a share of Series A Preference Stock, without par value
(the "Preferred Stock"), of the Company at a price of $200 per one one-
thousandth of a share of Preferred Stock (the "Purchase Price"), subject to
adjustment.  The description and terms of the Rights are set forth in a
Rights Agreement dated as of November 9, 1998, as the same may be amended
from time to time (the "Rights Agreement"), between the Company and The Bank
of New York, as Rights Agent (the "Rights Agent").

          Until the earlier to occur of (i) 10 days following a public 
announcement that a person or group of affiliated or associated persons (an 
"Acquiring Person") have acquired beneficial ownership of 15% or more of the 
outstanding shares of Common Stock or (ii) 10 business days (or such later 
date as may be determined by action of the Board of Directors prior to such 
time as any person or group of affiliated persons becomes an Acquiring Person) 
following the commencement of, or announcement of an intention to make, a 
tender offer or exchange offer the consummation of which would result in the 
beneficial ownership by a person or group of 15% or more of the outstanding 
shares of Common Stock (the earlier of such dates being called the 
"Distribution Date"), the Rights will be evidenced, with respect to any of 
the Common Stock certificates outstanding as of the Record Date, by such 
Common Stock certificate together with a copy of this Summary of Rights.

          The Rights Agreement provides that, until the Distribution Date (or
earlier redemption or expiration of the Rights), the Rights will be
transferred with and only with the Common Stock.  Until the Distribution Date
(or earlier redemption or expiration of the Rights), new Common Stock
certificates issued after the Record Date upon transfer or new issuances of
Common Stock will contain a notation incorporating the Rights Agreement by
reference.  Until the Distribution Date (or earlier redemption or expiration
of the Rights), the surrender for transfer of any certificates for shares of
Common Stock outstanding as of the Record Date, even without such notation or
a copy of this Summary of Rights, will also constitute the transfer of the
Rights associated with the shares of Common Stock represented by such
certificate.  As soon as practicable following the Distribution Date,
separate certificates evidencing the Rights ("Right Certificates") will be



mailed to holders of record of the Common Stock as of the close of business
on the Distribution Date and such separate Right Certificates alone will
evidence the Rights.

          The Rights are not exercisable until the Distribution Date.  The 
Rights will expire on December 22, 2008 (the "Final Expiration Date"), unless 
the Final Expiration Date is extended or unless the Rights are earlier 
redeemed or exchanged by the Company, in each case as described below.

          The Purchase Price payable, and the number of shares of Preferred 
Stock or other securities or property issuable, upon exercise of the Rights 
are subject to adjustment from time to time to prevent dilution (i) in the 
event of a stock dividend on, or a subdivision, combination or 
reclassification of, the Preferred Stock, (ii) upon the grant to holders of 
the Preferred Stock of certain rights or warrants to subscribe for or 
purchase Preferred Stock at a price, or securities convertible into 
Preferred Stock with a conversion price, less than the then-current market 
price of the Preferred Stock or (iii) upon the distribution to holders of 
the Preferred Stock of evidences of indebtedness or assets (excluding 
regular periodic cash dividends or dividends payable in Preferred Stock) 
or of subscription rights or warrants (other than those referred to above).

          The number of outstanding Rights are also subject to adjustment in 
the event of a stock split of the Common Stock or a stock dividend on the 
Common Stock payable in shares of Common Stock or subdivisions, consolidations 
or combinations of the Common Stock occurring, in any such case, prior to the
Distribution Date.

          Shares of Preferred Stock purchasable upon exercise of the Rights 
will not be redeemable.  Each share of Preferred Stock will be entitled, when, 
as and if declared, to a minimum preferential quarterly dividend payment of
$1.00 per share but will be entitled to an aggregate dividend of 1000 times
the dividend declared per share of Common Stock.  In the event of
liquidation, the holders of the Preferred Stock will be entitled to a minimum
preferential liquidation payment of $100 per share (plus any accrued but
unpaid dividends) but will be entitled to an aggregate payment of 1000 times
the payment made per share of Common Stock.  Each share of Preferred Stock
will have 1000 votes, voting together with the Common Stock.  Finally, in the
event of any merger, consolidation or other transaction in which shares of
Common Stock are converted or exchanged, each share of Preferred Stock will
be entitled to receive 1000 times the amount received per share of Common
Stock.  These rights are protected by customary antidilution provisions.

          Because of the nature of the Preferred Stock's dividend, liquidation 
and voting rights, the value of the one one-thousandth interest in a share of
Preferred Stock purchasable upon exercise of each Right should approximate
the value of one share of Common Stock.

          In the event that any person or group of affiliated or associated 
persons becomes an Acquiring Person, each holder of a Right, other than Rights
beneficially owned by the Acquiring Person (which will thereupon become



void), will thereafter have the right to receive upon exercise of a Right at
the then current exercise price of the Right, that number of shares of Common
Stock having a market value of two times the exercise price of the Right.

          In the event that, after a person or group has become an Acquiring
Person, the Company is acquired in a merger or other business combination
transaction or 50% or more of its consolidated assets or earning power are
sold, proper provision will be made so that each holder of a Right (other
than Rights beneficially owned by an Acquiring Person which will have become
void) will thereafter have the right to receive, upon the exercise thereof at
the then current exercise price of the Right, that number of shares of common
stock of the person with whom the Company has engaged in the foregoing
transaction (or its parent), which number of shares at the time of such
transaction will have a market value of two times the exercise price of the
Right.  

          At any time after any person or group becomes an Acquiring Person 
and prior to the acquisition by such person or group of 50% or more of the
outstanding shares of Common Stock or the occurrence of an event described in
the prior paragraph, the Board of Directors of the Company may exchange the
Rights (other than Rights owned by such person or group which will have
become void), in whole or in part, at an exchange ratio of one share of
Common Stock, or one one-thousandth of a share of Preferred Stock (or of a
share of a class or series of the Company's preferred stock having equivalent
rights, preferences and privileges), per Right (subject to adjustment).

          With certain exceptions, no adjustment in the Purchase Price will be
required until cumulative adjustments require an adjustment of at least 1% in
such Purchase Price.  No fractional shares of Preferred Stock will be issued
(other than fractions which are integral multiples of one one-thousandth of a
share of Preferred Stock, which may, at the election of the Company, be
evidenced by depositary receipts) and in lieu thereof, an adjustment in cash
will be made based on the market price of the Preferred Stock on the last
trading day prior to the date of exercise.

          At any time prior to the time an Acquiring Person becomes such, the 
Board of Directors of the Company may redeem the Rights in whole, but not in 
part, at a price of $.01 per Right (the "Redemption Price").  The redemption 
of the Rights may be made effective at such time, on such basis and with such
conditions as the Board of Directors in its sole discretion may establish. 
Immediately upon any redemption of the Rights, the right to exercise the
Rights will terminate and the only right of the holders of Rights will be to
receive the Redemption Price.

          The terms of the Rights may be amended by the Board of Directors of 
the Company without the consent of the holders of the Rights, including an
amendment to lower the 15% threshold for an Acquiring Person described above
to not less than the greater of (i) the sum of .001% and the largest
percentage of the outstanding shares of Common Stock then known to the
Company to be beneficially owned by any person or group of affiliated or
associated persons and (ii) 10%, except that from and after such time as any



person or group of affiliated or associated persons becomes an Acquiring
Person no such amendment may adversely affect the interests of the holders of
the Rights.

          Until a Right is exercised, the holder thereof, as such, will have 
no rights as a stockholder of the Company, including, without limitation, the
right to vote or to receive dividends.

          The Rights have certain anti-takeover effects.  The Rights will 
cause substantial dilution to a person or group that attempts to acquire the
Company on terms not approved by the Company's Board of Directors, except
pursuant to an offer conditioned on a substantial number of Rights being
acquired.  The Rights should not interfere with any merger or other business
combination approved by the Board of Directors since the Rights may be
redeemed by the Company at the Redemption Price prior to the time that a
person or group has acquired beneficial ownership of 15% or more of the
shares of Common Stock.

          A copy of the Rights Agreement has been filed with the Securities 
and Exchange Commission as an Exhibit to a Registration Statement on Form 8-A
dated November   , 1998.  A copy of the Rights Agreement is available free of
charge from the Company.  This summary description of the Rights does not
purport to be complete and is qualified in its entirety by reference to the
Rights Agreement, as the same may be amended from time to time, which is
hereby incorporated herein by reference.