EXHIBIT 24.1

                                POWER OF ATTORNEY

      Each person whose signature appears below authorizes Herbert L. Henkel,
David W. Devonshire and Patricia Nachtigal, or any of them, to execute in the
name of each such person who is then an officer or director of Ingersoll-Rand
Company (the "Company") and to file a Registration Statement on Form S-3
relating to (i) common stock, preference stock, stock purchase contracts, stock
purchase units, guarantees of trust preferred securities, depositary shares,
debt securities of the Company and securities exchangeable for or convertible
into securities of the Company or third parties, (ii) trust preferred securities
of Ingersoll-Rand Financing II and (iii) trust preferred securities of
Ingersoll-Rand Financing III, 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 August 2, 2001.

         Signature                                      Title
         ---------                                      -----

/s/ Herbert L. Henkel                          Chairman, President,
- --------------------------                     Chief Executive Officer and
    (Herbert L. Henkel)                        Director
                                               (Principal Executive Officer)


/s/ David W. Devonshire                        Chief Financial Officer
- -------------------------------                (Principal Financial Officer)
    (David W. Devonshire)


/s/ Steven R. Shawley                          Vice President and Controller
- -------------------------------                (Principal Accounting Officer)
    (Steven R. Shawley)


/s/ Joseph P. Flannery                         Director
- -------------------------------
    (Joseph P. Flannery)


/s/ Peter C. Godsoe                            Director
- -------------------------------
    (Peter C. Godsoe)


/s/ Constance J. Horner                        Director
- -------------------------------
    (Constance J. Horner)


/s/ H. William Lichtenberger                   Director
- -------------------------------
    (H. William Lichtenberger)



/s/ Theodore E. Martin                         Director
- -------------------------------
    (Theodore E. Martin)


/s/ Orin R. Smith                              Director
- -------------------------------
    (Orin R. Smith)


/s/ Richard J. Swift                           Director
- -------------------------------
    (Richard J. Swift)


/s/ Tony L. White                              Director
- -------------------------------
    (Tony L. White)