POWER OF ATTORNEY
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KNOW ALL MEN BY THESE PRESENTS that the undersigned,
INGERSOLL-RAND COMPANY, a New Jersey corporation (the
"Corporation"), and each of the undersigned directors and
officers of the Corporation, hereby constitute and appoint James
E. Perrella, Thomas F. McBride and Patricia Nachtigal, and each
of them severally, each of the undersigned's true and lawful
attorneys and agents, with power to act with or without the
others and with full power of substitution and resubstitution, to
do any and all acts and things and to execute any and all
instruments which said attorneys and agents and each of them may
deem necessary or desirable to enable the Corporation to comply
with the Securities Act of 1933, as amended, and any rules,
regulations and requirements of the Securities and Exchange
Commission thereunder, in connection with the registration under
such Act of debt securities in an aggregate principal amount of
up to $200,000,000 (or the equivalent thereof in foreign currency
or units of two or more currencies) of the Corporation. Such
debt securities, together with $100,000,000 aggregate principal
amount of debt securities that remain available for issuance
under the Company's previously filed registration statement (No.
33-53696), may be offered from time to time in one or more series
on terms to be determined at the time such securities are offered
for sale, including specifically, but without limiting the
generality of the foregoing, power and authority to sign the name
of the Corporation and the name of each of the undersigned,
individually and in his capacity as a director or officer of the
Corporation, to a Registration Statement on Form S-3 to be filed
with the Securities and Exchange Commission with respect to said
securities, to any and all amendments, including post-effective
amendments, to such Registration Statement, and to any and all
instruments or documents filed as a part of or in connection with
such Registration Statement and amendments; and each of the
undersigned hereby ratifies and confirms all that said attorneys
and agents and each of them shall do or cause to be done by
virtue hereof.
IN WITNESS WHEREOF each of the undersigned has subscribed
these presents this 4th day of May, 1994.
INGERSOLL-RAND COMPANY
By: /s/ James E. Perrella /s/ Alexander H. Massad
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James E. Perrella Alexander H. Massad
Chairman of the Board, Director
President and Chief
Executive Officer
/s/ Donald J. Bainton /s/ James E. Perrella
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Donald J. Bainton James E. Perrella
Director Chairman of the Board,
President and Chief
Executive Officer
/s/ Theodore H. Black /s/ John E. Phipps
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Theodore H. Black John E. Phipps
Director Director
/s/ Brendan T. Byrne /s/ Donald E. Procknow
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Brendan T. Byrne Donald E. Procknow
Director Director
/s/ Joseph P. Flannery /s/ Cedric E. Ritchie
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Joseph P. Flannery Cedric E. Ritchie
Director Director
/s/ Thomas F. McBride /s/ Richard A. Spohn
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Thomas F. McBride Richard A. Spohn
Senior Vice President Controller - Accounting
and Chief Financial and Reporting
Officer (Principal (Principal Accounting
Financial Officer) Officer)
\I-R\PA
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