Paul Dickard
               (201) 573-3120

               Richard Johnson
               (201) 573-3087

               Ingersoll-Rand Adopts Shareholder Rights Plan


          Woodcliff Lake, N.J., November 4, 1998--Ingersoll-Rand today
announced that its board of directors has adopted a new shareholder
rights plan to replace its current rights plan, which will expire on
December 22, 1998.
          Under the new plan, one right will be distributed for each
share of Ingersoll-Rand common stock outstanding at the close of business
on December 22, 1998.
          Initially, the rights are attached to the common stock and are
not exercisable.  The rights become exercisable and will trade separately
from the common stock 10 days following the first public announcement
that any person or group has acquired at least 15 percent of Ingersoll-
Rand's outstanding common stock, or on the 10th day following the
commencement or the announcement of an intention to commence a tender
offer, which would result in that person or group acquiring beneficial
ownership of at least 15 percent of the outstanding shares of common
stock.  Each right would entitle the holder to purchase one-thousandth of
a share of Series A Preference Stock at an exercise price of $200.
          If any person or group acquires 15 percent or more of
Ingersoll-Rand's common stock, the rights not held by the 15-percent
stockholder would become exercisable to purchase Ingersoll-Rand common
stock at a 50-percent discount.  The plan provides that, at any time
after a person or group becomes an acquiring person and prior to the
acquisition by that person or group of 50 percent or more of the
outstanding common stock, the board may exchange the rights (other than
the rights held by the acquiring person, which will have become void), at
an exchange ratio or one share of common stock per right.
          The new rights will expire on December 22, 2008, unless
earlier redeemed or exchanged by Ingersoll-Rand, as provided in the
rights plan.  The board may elect to redeem the rights at $0.01 per
right.
          The rights plan was not adopted in response to any specific
effort to acquire control of Ingersoll-Rand, nor is the company aware of
any such effort.


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