SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
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FORM T-1
STATEMENT OF ELIGIBILITY UNDER THE TRUST
INDENTURE ACT OF 1939 OF A CORPORATION
DESIGNATED TO ACT AS TRUSTEE
CHECK IF AN APPLICATION TO DETERMINE ELIGIBILITY OF A
TRUSTEE PURSUANT TO SECTION 305(b)(2) _________
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THE BANK OF NEW YORK
(Exact name of trustee as specified in its charter)
New York 13-5160382
(Jurisdiction of incorporation (I.R.S. employer
if not a U.S. national bank) identification No.)
48 Wall Street, New York, New York 10286
(Address of principal executive offices) (Zip code)
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INGERSOLL-RAND COMPANY
(Exact name of obligor as specified in its charter)
New Jersey 13-5156640
(State or other jurisdiction of (I.R.S. employer
incorporation or organization) identification No.)
200 Chestnut Ridge Road
Woodcliff Lake, New Jersey 07675
(Address of principal executive offices) (Zip code)
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Debt Securities
(Title of the indenture securities)
GENERAL
ITEM 1. General Information.
Furnish the following information as to the Trustee:
(a) Name and address of each examining or supervising
authority to which it is subject.
Superintendent of Banks of 2 Rector Street, New York, N.Y.
the State of New York 10006, and Albany, N.Y. 12203
Federal Reserve Bank of New 33 Liberty Plaza, New York,
York N.Y. 10045
Federal Deposit Insurance
Corporation Washington D.C. 20549
New York Clearing House
Association 90 Broad Street, New
York, N.Y. 10004.
(b) Whether it is authorized to exercise corporate trust
powers:
Yes.
ITEM 2. Affiliations with Obligor
If the obligor is an affiliate of the trustee,
describe each such affiliation.
None. (See Note on page 2.)
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ITEM 16. List of Exhibits:
Exhibits identified in parenthesis below, on file with
the Commission, are incorporated herein by reference as an
exhibit hereto, pursuant to Rule 7a-29 under the Trust Indenture
Act of 1939 (the "Act") and Rule 24 of the Commission's Rules of
Practice.
1. - A copy of the Organization Certificate of The Bank of
New York (formerly Irving Trust Company) as now in
effect, which contains the authority to commerce
business and a grant of powers to exercise corporate
trust powers. (See Exhibit 1 to Amendment No. 1 to
Form T-1 filed with Registration Statement No. 33-
6215, Exhibits 1a and 1b to Form T-1 filed with
Registration Statement No. 33-21672 and Exhibit 1 to
Form T-1 filed with Registration Statement No. 33-
29637.)
4. - A copy of the existing By-laws of the Trustee. (See
Exhibit 4 to Form T-1 filed with Registration
Statement No. 33-31019.)
6. - The consent of the Trustee required by Section 321(b)
of the Act. (See Exhibit 6 to Form T-1, Registration
Statement No. 33-44051.)
7. - A copy of the latest report of condition of the
Trustee published pursuant to law or to the
requirements of its supervising or examining
authority. (See Exhibit 4 to Form T-1 filed with
Registration Statement No. 22-25866.)
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NOTE
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Inasmuch as this Form T-1 is filed prior to the
ascertainment by the Trustee of all facts on which to base
responsive answer to Item 2, the answer to said Item is based on
incomplete information.
Item 2 may, however, be considered as correct unless
amended by an amendment to this Form T-1.
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SIGNATURE
Pursuant to the requirements of the Act, the Trustee, The Bank of
New York, a corporation organized and existing under the laws of
the State of New York, has duly caused this statement of
eligibility to be signed on its behalf by the undersigned,
thereunto duly authorized, all in The City of New York and State
of New York, on the 17th day of May, 1994.
The Bank of New York
By:/s/ W. T. Cunningham
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W.T. Cunningham
Vice President
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