INGERSOLL RAND CO, S-3, 1997-10-21

INGERSOLL RAND CO
S-3, 1997-10-21
GENERAL INDUSTRIAL MACHINERY & EQUIPMENT

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As filed with the Securities and Exchange Commission on October 21, 1997
Registration No. 333-

SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
_________________________

FORM S-3
REGISTRATION STATEMENT
UNDER
THE SECURITIES ACT OF 1933
_________________________

INGERSOLL-RAND COMPANY
(Exact name of Registrant as specified in its charter)
New Jersey 13-5156640
(State or other jurisdiction (I.R.S. Employer
of incorporation or organization) Identification Number)

INGERSOLL-RAND FINANCING I
A Delaware Statutory Business Trust
(I.R.S. Employer Identification Number Pending)
200 Chestnut Ridge Road
Woodcliff Lake, New Jersey 07675
(201) 573-0123
(Address, including zip code, and telephone number, including area code,
of principal executive offices)

_________________________
Patricia Nachtigal, Esq.
Vice President and General Counsel
Ingersoll-Rand Company
P.O. Box 8738
Woodcliff Lake, New Jersey 07675
(201) 573-0123
(Name, address, including zip code, and telephone number, including area
code, of agent for service)

_________________________
Copies to:

John B. Tehan, Esq. John W. Osborn, Esq.
Simpson Thacher & Bartlett Skadden, Arps, Slate, Meagher & Flom LLP
425 Lexington Avenue 919 Third Avenue
New York, New York 10017 New York, New York 10022
(212) 455-2000 (212) 735-3000

_________________________
Approximate date of commencement of proposed sale to the public: From time to
time after the effective date of this Registration Statement.
_________________________
If the only securities being registered on this Form are being offered
pursuant to dividend or interest reinvestment plans, please check the
following box: /_/
<PAGE>
If any of the securities being registered on this Form are to be offered on a
delayed or continuous basis pursuant to Rule 415 under the Securities Act of
1933, other than securities offered only in connection with dividend or
interest reinvestment plans, please check the following box: /x/
If this Form is filed to register additional securities for an offering
pursuant to Rule 462(b) under the Securities Act, please check the
following box and list the Securities Act registration statement number of
the earlier effective registration statement for the same offering: /_/
If this Form is a post-effective amendment filed pursuant to Rule 462(c) under
the Securities Act, check the following box and list the Securities Act
registration statement number of the earlier effective registration statement
for the same offering: /_/
If delivery of the prospectus is expected to be made pursuant to Rule 434,
please check the following box: /_/
_________________________

<TABLE>
<CAPTION>
CALCULATION OF REGISTRATION FEE

Proposed Maximum Proposed Maximum Amount of
Title of Each Class of Amount to be Offering Price per Aggregate Offering Registration
Securities to be Registered Registered Unit<F1><F2> Price<F1><F2> Fee<F1>
---------------------------- ----------- ----------------- ----------------- -----------
<S> <C> <C> <C> <C>
Stock Purchase Units of Ingersoll-Rand
Company<F3> . . . . . . . . . . . . . . . . . . . .
Stock Purchase Contracts of Ingersoll-Rand
Company<F3> . . . . . . . . . . . . . . . . . . . .
Common Stock, $2 par value, of Ingersoll-Rand
Company<F4> . . . . . . . . . . . . . . . . . . . .
Preferred Securities of Ingersoll-Rand Financing I
Debentures of Ingersoll-Rand Company<F5> . . . . .
Guarantee and back-up undertakings of Ingersoll-
Rand Company in connection with Preferred
Securities of Ingersoll-Rand Financing I<F6> . . .
Total $1,200,000,000 100% $1,200,000,000 $363,636.36
<FN>

<F1> Estimated solely for the purpose of calculating the registration fee
pursuant to Rule 457(o). The aggregate public offering price of the
Stock Purchase Units, Stock Purchase Contracts, Common Stock and
Debentures of Ingersoll-Rand Company and the Preferred Securities of
Ingersoll-Rand Financing I registered hereby will not exceed
$1,200,000,000.
<F2> Exclusive of accrued interest and distributions, if any.
<F3> Each Stock Purchase Unit of Ingersoll-Rand Company is a unit that
consists of (i) a Stock Purchase Contract of Ingersoll-Rand Company
under which the holder, upon settlement of such Stock Purchase
Contract, will purchase an indeterminate number of shares of Common
Stock to be issuable by Ingersoll-Rand Company and (ii) initially a
beneficial interest in Preferred Securities of Ingersoll-Rand
Financing I or debt obligations of third parties, including U.S.
Treasury securities, purchased with the proceeds from the sale of
<PAGE>
the Stock Purchase Unit and pledged to secure the obligation of such
holder to purchase such shares of Common Stock. No separate
consideration will be received for the Stock Purchase Contracts.
<F4> Consists of such indeterminate number of shares of Common Stock to
be issuable by Ingersoll-Rand Company upon settlement of the Stock
Purchase Contracts of Ingersoll-Rand Company. Includes Series A
Preference Stock Purchase Rights ("Rights"). Prior to the occurrence
of certain events, the Rights will not be exercisable or evidenced
separately from the Common Stock of Ingersoll-Rand Company.
<F5> The Debentures of Ingersoll-Rand Company will be purchased by
Ingersoll-Rand Financing I with the proceeds from the sale of the
Preferred Securities of Ingersoll-Rand Financing I.
<F6> No separate consideration will be received for the Guarantee or
back-up undertakings of Ingersoll-Rand Company. Includes the rights
of holders of the Preferred Securities under such Guarantee and
back-up undertakings, consisting of obligations of Ingersoll-Rand
Company as set forth in the Amended and Restated Declaration of
Trust of Ingersoll-Rand Financing I (including the obligation to pay
expenses of Ingersoll-Rand Financing I and the Indenture governing
the Debentures of Ingersoll-Rand Company, in each case as further
described in the Registration Statement.
</TABLE>
_________________________

The Registrant hereby amends this Registration Statement on such date
or dates as may be necessary to delay its effective date until the
Registrant shall file a further amendment which specifically states that
this Registration Statement shall thereafter become effective in
accordance with Section 8(a) of the Securities Act of 1933 or until this
Registration Statement shall become effective on such date as the
Commission, acting pursuant to Section 8(a), may determine.

_________________________
<PAGE>
___________________________________________________________________________

Information contained herein is subject to completion or amendment. A
registration statement relating to these securities has been filed with the
securities and exchange commission. These securities may not be sold nor
may offers to buy be accepted prior to the time the registration statement
becomes effective. This prospectus supplement and the accompanying
prospectus shall not constitute an offer to sell or the solicitation of an
offer to buy nor shall there be any sale of these securities in any state
in which such offer, solicitation or sale would be unlawful prior to
registration or qualification under the securities laws of any state or
jurisdiction.
___________________________________________________________________________

Subject to Completion, Dated , 1997

PROSPECTUS SUPPLEMENT
______________________
(TO PROSPECTUS DATED , 1997)

,000,000 FELINE PRIDESSM
INGERSOLL-RAND COMPANY
INGERSOLL-RAND FINANCING I
___________________________

The securities offered hereby are FELINE PRIDES(SM) ("FELINE PRIDES" or
the "Securities") of Ingersoll-Rand Company, a New Jersey corporation
("Ingersoll-Rand" or the "Company"), and Ingersoll-Rand Financing I, a
statutory business trust created under the laws of the State of Delaware
(the "Trust"). Each FELINE PRIDES offered hereby initially will consist of
a unit (referred to as an "Income PRIDES"SM) with a Stated Amount of $50
(the "Stated Amount") comprised of (a) a stock purchase contract (a
"Purchase Contract") under which (i) the holder will purchase from the
Company on , 2000 (the "Purchase Contract Settlement Date"), for
an amount of cash equal to the Stated Amount, a number of newly issued
shares of common stock, $2 par value per share (the "Common Stock"), of the
Company equal to the Settlement Rate described herein, and (ii) the Company
will pay the holder unsecured contract adjustment payments ("Contract
Adjustment Payments") at the rate of % of the Stated Amount per annum,
provided that if such rate is 0%, then the Company will not make any Contract
Adjustment Payments, and (b) either beneficial ownership of a % Trust
Preferred Security (a "Trust Preferred Security"), having a stated liquidation
amount per Trust Preferred Security equal to the Stated Amount, representing a
preferred undivided beneficial interest in the assets of the Trust or in
certain circumstances upon the occurrence of a Tax Event Redemption (as defined
herein), the applicable undivided beneficial ownership interest (the
"Applicable Ownership Interest") in a specified portfolio constituted of United
States Securities (collectively, the "Treasury Portfolio"). The Company will,
directly or indirectly, own all the common securities (the "Common Securities"
and, together with the Trust Preferred Securities, the "Trust Securities")
representing undivided beneficial interests in the assets of the Trust.
<PAGE>

The Trust exists for the sole purpose of issuing the Trust Securities and
investing the proceeds thereof in an equivalent amount of % Debentures of
the Company, due , 2002 (the "Debentures"). As long as the FELINE PRIDES
are in the form of Income PRIDES, the related Trust Preferred Securities or
the Treasury Portfolio, as applicable, will be pledged to the Collateral Agent
(as defined herein), to secure the holder's obligation to purchase Common
Stock under the related Purchase Contracts.
___________________________

(continued on next page)
See "Risk Factors" beginning on page S-18 of this Prospectus Supplement
for certain information relevant to an investment in the Securities,
including the period and circumstances during and under which payments of
certain distributions on the Securities may be deferred and the related
United States federal income tax consequences of such deferral.

Prior to the offering made hereby there has been no public market for the
Securities. Application will be made to list the Income PRIDES on the New
York Stock Exchange (the "NYSE") under the symbol " ", subject to official
notice of issuance. On , 1997, the last reported sale price of
the Common Stock on the NYSE was $ per share.

THESE SECURITIES HAVE NOT BEEN APPROVED OR DISAPPROVED BY THE SECURITIES AND
EXCHANGE COMMISSION OR ANY STATE SECURITIES COMMISSION, NOR HAS THE
SECURITIES AND EXCHANGE COMMISSION OR ANY STATE SECURITIES COMMISSION
PASSED UPON THE ACCURACY OR ADEQUACY OF THIS PROSPECTUS SUPPLEMENT
OR THE PROSPECTUS TO WHICH IT RELATES. ANY REPRESENTATION TO
THE CONTRARY IS A CRIMINAL OFFENSE.
<TABLE>
<CAPTION>
Price to Underwriting Proceeds to
Public<F1> Commission<F2> the Company<F3>
----------- --------------- ---------------
<S> <C> <C> <C>
Per Income PRIDES . . $50.00 $ $
Total(4) . . . . . . $ $ $

<FN>

<F1> Plus accrued distributions on the related Trust Preferred Securities
and Contract Adjustment Payments, if any, from , 1997.
<F2> The Company and the Trust have agreed to indemnify the Underwriter
against certain liabilities under the Securities Act of 1933, as
amended. See "Underwriting."
<F3> Before deducting estimated expenses payable by the Company estimated
at $ .
<PAGE>
<F4> The Company and the Trust have granted to the Underwriter a 30-day
option to purchase up to an additional ________ Income PRIDES, to
cover over-allotments, if any. If such option is exercised in full,
the total Price to Public, Underwriting Commission and Proceeds to the
Company will be $ , $ and $ , respectively.
See "Underwriting."
</TABLE>
___________________________

The Securities are offered by the Underwriter, subject to prior sale,
when, as and if issued to and accepted by the Underwriter, and subject to
approval of certain legal matters by counsel for the Underwriter and
certain other conditions. The Underwriter reserves the right to withdraw,
cancel or modify such offer and to reject orders in whole or in part. It
is expected that delivery of the Securities offered hereby will be made in
New York, New York on or about , 1997.

___________________________

Merrill Lynch & Co.
___________________________

The date of this Prospectus Supplement is , 1997.
_________________
SM Service mark of Merrill Lynch & Co. Inc.
<PAGE>
Aggregate payments of % of the Stated Amount per annum will be
made or accrue on each Income PRIDES quarterly in arrears on ,
, and of each year, commencing , 199_, until the
Purchase Contract Settlement Date. These payments will consist of
cumulative cash distributions on the related Trust Preferred Securities or
the Treasury Portfolio, as applicable, payable at the rate of % of the
Stated Amount per annum, and Contract Adjustment Payments payable by the
Company at the rate of % of the Stated Amount per annum (provided that
if such rate is 0%, then the Company will not make any Contract Adjustment
Payments), subject in the case of distributions on Trust Preferred
Securities and the Contract Adjustment Payments, to the Company's right to
defer payment of such amounts. The ability of the Trust to make the
quarterly distributions on the Trust Preferred Securities will be solely
dependent upon the receipt of corresponding interest payments from the
Company on the Debentures. The Company will have the right at any time,
and from time to time, limited to a period not extending beyond the
maturity date of the Debentures, to defer the interest payments due on the
Debentures, and to defer Contract Adjustment Payments, if any, until the
Purchase Contract Settlement Date. As a consequence of such deferral,
quarterly distributions on the Income PRIDES would be deferred, but would
continue to accrue with interest compounded quarterly. If a Tax Event
Redemption has occurred and the Treasury Portfolio has become a component
of the Income PRIDES as described herein, quarterly distributions on the
Treasury Portfolio as a portion of the cumulative cash distributions to
the holders of Income PRIDES will not be deferred.

The payment of distributions and certain redemptions out of monies
held by the Trust and payments on liquidation of the Trust will be
guaranteed by the Company (the "Guarantee") to the extent described herein
and under "Description of the Guarantee." The Guarantee covers payments of
distributions and other payments on the Trust Preferred Securities only if
and to the extent the Trust has funds available therefor, which will not
be the case unless the Company has made a payment of principal or interest
on the Debentures held by the Trust as its sole asset. The Guarantee,
when taken together with the Company's obligations under the Debentures,
<PAGE>
the Indenture (as defined below) and the Company's obligations under the
Declaration (as defined below), provides a full and unconditional
guarantee by the Company of amounts due on the Trust Preferred Securities.

The Company's obligations in respect of the Debentures and the
Guarantee generally will be senior unsecured obligations of the Company.
The Contract Adjustment Payments will be subordinated and junior in right
of payment only to the Company's obligations under the Senior
Indebtedness. "Senior Indebtedness" means indebtedness of any kind of
the Company unless the instrument under which such indebtedness is
incurred expressly provides that it is on parity or subordinate in
right of payment to the Contract Adjustment Payments.

If the holder of an Income PRIDES (unless a Tax Event Redemption has
occurred) has not notified the Purchase Contract Agent by the fifth
Business Day immediately preceding the Purchase Contract Settlement Date,
in the manner described herein, of its intention to settle the related
Purchase Contract with separate cash on the Business Day immediately
preceding the Purchase Contract Settlement Date, the Remarketing Agent (as
defined herein), pursuant to the terms of the Remarketing Agreement and
the Remarketing Underwriting Agreement (each as defined herein), will use
its reasonable efforts to remarket the related Trust Preferred Security
on the third Business Day immediately preceding the Purchase Contract
Settlement Date for settlement on the Purchase Contract Settlement date at
a price not less than approximately 100.5% of such Trust Preferred
Security's stated liquidation amount plus accrued and unpaid
distributions, if any, thereon. The proceeds from such remarketing, in an
amount equal to the aggregate stated liquidation amount of such Trust
Preferred Securities, will automatically be applied to satisfy in full
such holder's obligation to purchase Common Stock under the related
Purchase Contract. In addition, after deducting as a remarketing fee (the
"Remarketing Fee") an amount not exceeding 25 basis points (.25%), from
any amount received in connection with such remarketing in excess of the
aggregate stated liquidation amount of such Trust Preferred Securities,
the Remarketing Agent will remit the remaining portion of the proceeds, if
any, to the Purchase Contract Agent for the benefit of such holder. If,
despite using its reasonable efforts the Remarketing Agent fails to
remarket the Trust Preferred Securities at a price not less than 100% of
their aggregate stated liquidation amount plus accrued and unpaid
distributions including deferred distributions, if any, the remarketing
will be deemed to have failed and the Company will exercise its rights as
a secured party to dispose of the Trust Preferred Securities in accordance
with applicable law and satisfy in full, from such proceeds, such holder's
obligation to purchase Common Stock under the related Purchase Contracts.

On or prior to the fifth Business Day immediately preceding the
Purchase Contract Settlement Date, each holder (including, initially,
the Underwriter) of an Income PRIDES (unless a Tax Event Redemption
has occurred) will have the right to substitute for the related Trust
Preferred Securities held by the Collateral Agent zero-coupon U.S.
Treasury Securities (CUSIP No. ), which are principal strips
of the % U.S. Treasury Securities which mature on the Business Day
immediately preceding the Purchase Contract Settlement Date (the
"Treasury Securities"), in an amount per Income PRIDES equal to the
<PAGE>
Stated Amount per Trust Preferred Security. Because Treasury Securities
are issued in integral multiples of $1,000, holders may make such
substitutions only in integral multiples of 20 Income PRIDES. Such
Treasury Securities will be pledged with the Collateral Agent to secure
the holder's obligation to purchase Common Stock under the related
Purchase Contracts. FELINE PRIDES with respect to which Treasury
Securities have been substituted for the related Trust Preferred
Securities as collateral to secure such obligation are referred to herein
as Growth PRIDES(SM). Each Growth PRIDES will consist of a unit with a
face amount of $50 comprised of (a) a Purchase Contract under which (i)
the holder will purchase from the Company on the Purchase Contract
Settlement Date for an amount of cash equal to the Stated Amount of such
Growth PRIDES a number of newly issued shares of Common Stock of the
Company equal to the Settlement Rate described herein and (ii) the Company
will pay the holder Contract Adjustment Payments, at the rate of % of
the Stated Amount per annum, provided that if such rate is 0%, then the
Company will not make any Contract Adjustment Payments, and (b) a 1/20
undivided beneficial ownership interest in a related Treasury Security
having a principal amount at maturity equal to $1,000 and maturing on the
Business Day immediately preceding the Purchase Contract Settlement Date.
Upon the substitution of Treasury Securities for the related Trust
Preferred Securities as collateral, such Trust Preferred Securities will
be released to the holder as described herein and thereafter will trade
separately from the resulting Growth PRIDES. Contract Adjustment
Payments, if any, will be payable by the Company on the Growth PRIDES on
, , and of each year. In addition, imputed
interest will continue to accrete on the related Treasury Securities. A
holder of Growth PRIDES will have the right to subsequently recreate
Income PRIDES by delivering 20 Growth PRIDES to the Purchase Contract
Agent plus 20 Trust Preferred Securities to the Collateral Agent in
exchange for 20 Income PRIDES and the release of the related Treasury
Security to such holder. Such Trust Preferred Securities will be pledged
with the Collateral Agent to secure the holder's obligation to purchase
Common Stock under the related Purchase Contracts. If a Tax Event
Redemption has occurred, the rights of the holders of FELINE PRIDES to
create Growth PRIDES from Income PRIDES and to recreate Income PRIDES will
be terminated.

On the Business Day immediately preceding the Purchase Contract
Settlement Date, unless a holder of Income PRIDES or Growth PRIDES (i) has
settled the related Purchase Contracts through the early delivery of cash
to the Purchase Contract Agent in the manner described herein, (ii) has
settled the related Purchase Contracts with separate cash on the Business
Day immediately preceding the Purchase Contract Settlement Date pursuant
to prior notification to the Purchase Contract Agent, or (iii) an event
described under "Description of the Purchase Contracts -- Termination" has
occurred, then (A) in the case of Income PRIDES (unless a Tax Event
Redemption has occurred) the Company will exercise its rights as a secured
party to dispose of the Trust Preferred Securities in accordance with
applicable law and (B) in the case of Growth PRIDES or Income PRIDES (in
the event that a Tax Event Redemption has occurred) the principal amount
of the related Treasury Securities or the Treasury Portfolio, as
applicable, when paid at maturity, will automatically be applied to
<PAGE>
satisfy in full such holder's obligation to purchase Common Stock under
the related Purchase Contracts.

In the event that a holder of either Income PRIDES or Growth PRIDES
effects the early settlement of the related Purchase Contracts through the
delivery of cash or settles such Purchase Contracts with cash on the
Business Day immediately preceding the Purchase Contract Settlement Date,
the related Trust Preferred Securities, or Treasury Securities, as the
case may be, will be released to the holder as described herein. Such
rights with respect to early cash settlement cannot be exercised by the
holder of an Income PRIDES if a Tax Event Redemption has occurred.

The Company will have the right at any time to dissolve the Trust,
after satisfaction of liabilities to creditors, and cause the Debentures
to be distributed to the holders of the Trust Securities. If the
Debentures are distributed to the holders of the Trust Preferred
Securities, the Company will use its best efforts to cause the Debentures
to be listed on such exchange on which the Trust Preferred Securities are
then listed, including, if applicable, the New York Stock Exchange. The
Debentures (and, thus, the Trust Securities) are redeemable at the option
of the Company, in whole but not in part, on not less than 30 days nor
more than 60 days prior notice, at any time prior to the Purchase Contract
Settlement Date upon the occurrence and continuation of a Tax Event under
the circumstances described herein (a "Tax Event Redemption"). If the
Company so redeems all of the Debentures, the Trust must redeem all of the
Trust Securities at a redemption price (the "Redemption Price") per Trust
Security equal to the Redemption Amount (as defined herein) plus accrued
and unpaid distributions including deferred distributions, if any, thereon
to the date fixed for redemptions. See "Description of the Debentures --
Tax Event Redemption." The Redemption Price payable in liquidation of the
Income PRIDES holders' interests in the Trust will be distributed to the
Collateral Agent, who in turn will apply such Redemption Price to
purchase, on behalf of the holders of Income PRIDES, the Treasury
Portfolio. See "Description of the Trust Preferred Securities -- Mandatory
Redemption." Such Treasury Portfolio will be pledged with the Collateral
Agent to secure such Income PRIDES holders' obligations to purchase the
Company's Common Stock under their Purchase Contracts.

CERTAIN PERSONS PARTICIPATING IN THIS OFFERING MAY ENGAGE IN
TRANSACTIONS THAT STABILIZE, MAINTAIN, OR OTHERWISE AFFECT THE PRICE OF
THE SECURITIES. SUCH TRANSACTIONS MAY INCLUDE STABILIZING TRANSACTIONS,
THE PURCHASE OF SECURITIES TO COVER SYNDICATE SHORT POSITIONS AND THE
IMPOSITION OF PENALTY BIDS. FOR A DESCRIPTION OF THESE ACTIVITIES, SEE
"UNDERWRITING."
<PAGE>
PROSPECTUS SUPPLEMENT SUMMARY

The following summary information is qualified in its entirety
by the more detailed information and Consolidated Financial Statements of
the Company appearing elsewhere in the accompanying Prospectus, this
Prospectus Supplement or in the documents incorporated herein or in the
accompanying Prospectus by reference. A listing of the pages on which
certain definitions of capitalized terms used in this Prospectus
Supplement Summary and elsewhere in this Prospectus Supplement are defined
is set forth in the "Index of Terms for Prospectus Supplement" herein.
Except as otherwise noted, all information in this Prospectus Supplement
assumes no exercise of the Underwriters' over-allotment option. Unless the
context otherwise requires, the terms "Ingersoll-Rand" and "Company" refer
to Ingersoll-Rand Company and its consolidated subsidiaries.

Ingersoll-Rand was organized in 1905 under the laws of the State of
New Jersey as a consolidation of Ingersoll-Sergeant Drill Company and the
Rand Drill Company, whose businesses were established in the early 1870s.
Over the years, the Company has supplemented its original business, which
consisted primarily of the manufacture and sale of rock drilling
equipment, with additional products which have been developed internally
or obtained through acquisition.

Ingersoll-Rand manufactures and sells primarily nonelectrical
machinery and equipment. Principal products include the following:

Air balancers Golf cars
Air compressors & accessories Hoists
Air dryers Industrial pumps
Air logic controls Lubrication equipment
Air motors Material handling equipment
Air tools Monitoring drills
Architectural hardware trim Needle roller bearings
Asphalt compactors Paving equipment
Automated-parts washing systems Pneumatic cylinders
Automated production systems Pneumatic valves
Automated components Portable compressors
Ball bearings Portable generators
Blasthole drills Portable light towers
Compact hydraulic excavators Road-building machinery
Construction equipment Rock drills
Diaphragm pumps Rock stabilizers
Door closers Roller bearings
Door hardware Rotary drills
Door locks Rough-terrain forklifts
Engineered pumps Skid-steer loaders
Engine-starting systems Soil compactors
Exit devices Spray-coating systems
Extrusion pump systems Utility vehicles
Fastener-tightening systems Waterjet-cutting systems
Fluid-handling equipment Water well drills
Winches
<PAGE>
These products are sold primarily under the Company's name and also
under other names including ABG, Aro, Blaw-Knox, Bobcat, Centac, Charles
Maire, Club Car, Ecoair, Fafnir, Ingersoll-Dresser Pumps, Jeumont-
Schneider Pumps, LCN, McCartney, Melroe, Montabert, NREC, Newman Tonks,
Pacific, Pleuger, Schlage, Steelcraft, Torrington, Von Duprin,
Worthington and Zimmerman.

The Company employs approximately 47,000 people. It has over 100
manufacturing plants throughout the world.

During the last three years, the Company has been involved in an
aggressive acquisition and divestment program. The larger acquisitions
included the following:

-- the May 1995 acquisition of Clark Equipment Company for
approximately $1.5 billion in cash.
-- the April 1997 acquisition of Newman Tonks Group PLC for
approximately $376 million. Newman Tonks Group PLC is based in
the United Kingdom and is a leading manufacturer, specifier and
supplier of a wide range of branded architectural products in
the building industry.

The larger divestitures included:
-- the February 1997 sale of the Company's Clark-Hurth Group to
Dana Corporation for approximately $260.0 million.
-- the March 1996 sale of the Company's Pulp Machinery Division
for approximately $122.3 million to Beliot Corporation, a
subsidiary of Harnischfeger Industries, Inc.
-- the December 1996 sale of the remainder of the Process Systems
Group for approximately $58 million in cash to Gencor
Industries, Inc.

Pursuant to a Stock Purchase Agreement dated as of September 12,
1997, the Company has agreed to purchase from Westinghouse Electric
Corporation all the outstanding capital stock of Thermo King Corporation
("Thermo King"), together with other equity interests and assets related
to Thermo King, for an aggregate purchase price of approximately $2.56
billion. Thermo King designs, manufactures and distributes transport
temperature control systems and service parts for a variety of mobile
applications, including trailers, truck bodies, sea-going containers,
buses and light rail cars.

The Company's principal executive offices are at 200 Chestnut Ridge
Road, Woodcliff Lake, New Jersey 07675 (telephone 201-573-0123).
<PAGE>
Summary Financial Data

The following summary financial data have been derived from the
Consolidated Financial Statements of the Company and should be read in
conjunction with "Selected Financial Data" and "Management's Discussion
and Analysis of Financial Condition and Results of Operations" appearing
elsewhere in this Prospectus Supplement, and the Consolidated Financial
Statements of the Company and the Notes thereto included in the Company's
Annual Report on Form 10-K for the year ended December 31, 1996 (the "1996
Form 10-K") and the Company's Quarterly Report on Form 10-Q for the
quarter ended June 30, 1997 (the "Second Quarter Form 10-Q"), each of
which is incorporated in the accompanying Prospectus by reference. See
"Incorporation of Certain Documents by Reference" in the accompanying
Prospectus. Information on a per share basis is presented as reported and
restated to reflect the 3-for-2 stock split which was effected in the form
of a stock dividend, declared on August 6, 1997 and paid on September 2,
1997 to shareholders of record on August 19, 1997.
<TABLE>
<CAPTION>
Six Months Ended Years Ended December 31,
June 30, --------------------------------------------------------------
----------------------

1997 1996 1996 1995 1994 1993 1992
--------- -------- -------- -------- ------- -------- --------
(in millions of dollars, except per share data)
(unaudited)
----------------------

<S> <C> <C> <C> <C> <C> <C> <C>
Net sales . . . . . . . . . . . . . $3,476.8 $3,366.7 $6,702.9 $5,729.0 $4,507.5 $4,021.1 $3,783.8

Net earnings (loss) . . . . . . . . 189.4 166.8 358.0 270.3 211.1 142.5 (234.4)

Total assets . . . . . . . . . . . 5,903.7 5,695.8 5,621.6 5,563.3 3,596.9 3,375.3 3,387.6

Long-term debt . . . . . . . . . . 1,164.9 1,303.7 1,163.8 1,304.4 315.9 314.1 355.6

Shareholders' equity . . . . . . . 2,231.8 1,927.5 2,090.8 1,795.5 1,531.3 1,349.8 1,293.4

Earnings (loss) per common share<F1> 1.75 1.56 3.33 2.55 2.00 1.36 (2.25)

Earnings (loss) per common share<F2> 1.16 1.04 2.22 1.70 1.33 0.91 (1.50)

Dividends per common share<F1> . . 0.41 0.37 0.78 0.74 0.72 0.70 0.69

Dividends per common share<F2> . . 0.27 0.25 0.52 0.49 0.48 0.47 0.46
____________________
<FN>
<F1> Prior to the 3-for-2 stock split.
<F2> Restated to give effect to the 3-for-2 stock split.
</TABLE>
<PAGE>
The Trust

Ingersoll-Rand Financing I is a statutory business trust created
under Delaware law pursuant to (i) a declaration of trust, dated as of
August 18, 1997, executed by the Company, as sponsor (the "Sponsor"), and
certain of the trustees of the Trust (the "Ingersoll-Rand Trustees") and
(ii) the filing of a certificate of trust with the Secretary of State of
the State of Delaware on August 18, 1997. Such declaration will be amended
and restated in its entirety (as so amended and restated, the
"Declaration") substantially in the form filed as an exhibit to the
Registration Statement of which this Prospectus Supplement forms a part.
The Declaration will be qualified as an indenture under the Trust
Indenture Act of 1939, as amended (the "Trust Indenture Act"). The Trust
exists for the exclusive purposes of (i) issuing the Trust Securities
representing undivided beneficial interests in the assets of the Trust,
(ii) investing the gross proceeds of the Trust Securities in the
Debentures and (iii) engaging in only those other activities necessary or
incidental thereto. See "The Trust."

The Offering

Securities Offered . . . . . . . . . . . Income PRIDES.

Issuers . . . . . . . . . . . . . . . . . Ingersoll-Rand Company and
Ingersoll-Rand Financing I.

Stated Amount . . . . . . . . . . . . . . $50 per Income PRIDES.

Components of FELINE PRIDES . . . . . . . Each FELINE PRIDES offered
hereby initially will
consist of a unit (referred
to as an Income PRIDES)
comprised of (a) a Purchase
Contract under which (i)
the holder will purchase
from the Company on the
Purchase Contract
Settlement Date, for an
amount of cash equal to the
Stated Amount, a number of
newly issued shares of
Common Stock of the Company
equal to the Settlement
Rate (as defined herein),
and (ii) the Company will
pay Contract Adjustment
Payments, if any, to the
holder, and (b) either
beneficial ownership of a
% Trust Preferred
Security, having a stated
liquidation amount equal to
the Stated Amount,
representing a preferred,
undivided beneficial

<PAGE>
interest in the assets of
the Trust or in certain
circumstances upon the
occurrence of a Tax Event
Redemption, the Applicable
Ownership Interest in the
Treasury Portfolio. The
purchase price of each
Income PRIDES will be
allocated between the
related Purchase Contract
and the related Trust
Preferred Security, in
proportion to their respec-
tive fair market values at
the time of purchase. See
"Certain Federal Income Tax
Consequences -- Acquisition
of Income PRIDES;
Allocation of Purchase
Price." The Company will,
directly or indirectly, own
all of the Common
Securities. The Trust
exists for the sole purpose
of issuing the Trust
Preferred Securities and
the Common Securities and
investing the proceeds
thereof in an equivalent
amount of % Debentures
of the Company, due
, 2002 (the "Debentures").

The applicable distribution
rate on the Trust Preferred
Securities and the interest
rate on the related
Debentures on and after the
Purchase Contract
Settlement Date will be
reset on the third Business
Day immediately preceding
the Purchase Contract
Settlement Date to the
Reset Rate, to be
determined by a nationally
recognized investment
banking firm chosen by the
Company (the "Reset
Agent"). See "Description
of the Preferred Securities
-- Market Rate Reset."
<PAGE>
The Company will have the
right at any time to
dissolve the Trust and,
after satisfaction of
liabilities to creditors of
the Trust, if any, cause
the Debentures to be
distributed to the holders
of the Trust Preferred
Securities. References
herein to Trust Preferred
Securities, unless the
context otherwise requires,
mean (i) the Trust
Preferred Securities or
(ii) the Debentures which
have been delivered to the
holders upon dissolution of
the Trust. In addition, as
described below, in certain
circumstances upon the
occurrence of a Tax Event,
the Company may at its
option cause the Debentures
(and, thus, the Trust
Preferred Securities) to be
redeemed at the Redemption
Price and the Treasury
Portfolio will be
substituted for the
redeemed Trust Preferred
Securities in the manner
described herein to secure
the Income PRIDES holders'
obligations under their
related Purchase Contracts.
The distribution rate and
the payment dates for the
Trust Preferred Securities
will correspond to the
interest rate and the pay-
ment dates for the Deben-
tures, which will be the
sole assets of the Trust.
As long as a FELINE PRIDES
is in the form of an Income
PRIDES, the related Trust
Preferred Securities or the
Treasury Portfolio, as
applicable, will be pledged
with as
collateral agent for the
Company (together with any
successor thereto in such

<PAGE>
capacity, the "Collateral
Agent"), to secure the
holder's obligation to
purchase Common Stock under
the related Purchase
Contract. See "Risk
Factors."

Purchase Contract Agreement . . . . . . . The FELINE PRIDES will be
issued under a Purchase
Contract Agreement, to be
dated as of ,
1997 (the "Purchase
Contract Agreement"),
between the Company and
, as agent for the
holders of the FELINE
PRIDES (together with any
successor thereto in such
capacity, the "Purchase
Contract Agent").

Substitution of Pledged Securities . . . Each holder (including,
initially, the Underwriter)
of an Income PRIDES Will
have the right, on or prior
to the fifth Business Day
immediately preceding the
Purchase Contract Settlement
Date, to substitute for the
related Trust Preferred
Securities held by the
Collateral Agent zero-
coupon U.S. Treasury
Securities (CUSIP No. ),
which are principal
strips of the % U.S.
Treasury Securities which
mature on , 2000
(the "Treasury Securi-
ties"), in an amount per
Income PRIDES equal to the
Stated Amount per Trust
Preferred Security. If a
Tax Event Redemption has
occurred, the Income PRIDES
holder's right to effect
any such substitution will
be terminated. See
"Description of the
Debentures -- Tax Event
Redemption." Because
Treasury Securities are
issued in integral

<PAGE>
multiples of $1,000,
holders of Income PRIDES
may make such substitutions
only in integral multiples
of 20 Income PRIDES. Such
Treasury Securities will be
pledged with the Collateral
Agent to secure the
holder's obligation to
purchase Common Stock under
the related Purchase Con-
tracts. FELINE PRIDES with
respect to which Treasury
Securities have been
substituted for the related
Trust Preferred Securities
as collateral to secure
such obligation will be
referred to as Growth
PRIDES(SM). Each Growth
PRIDES will consist of a
unit with a face amount of
$50 comprised of (a) a
Purchase Contract under
which (i) the holder will
purchase from the Company
on the Purchase Contract
Settlement Date or earlier
for an amount of cash equal
to the Stated Amount of
such Growth PRIDES a number
of newly issued shares of
Common Stock of the Company
equal to the Settlement
Rate described herein and
(ii) the Company will pay
the holder Contract
Adjustment Payments, if
any, and (b) a 1/20
undivided beneficial
ownership interest in a
related Treasury Security
having a principal amount
at maturity equal to $1,000
and maturing on the
Business Day immediately
preceding the Purchase
Contract Settlement Date.
Upon the substitution of
Treasury Securities for the
related Trust Preferred
Securities as collateral,
such Trust Preferred
Securities will be released
<PAGE>
to the holder as described
herein and thereafter will
trade separately from the
resulting Growth PRIDES.
See "Description of the
FELINE PRIDES --
Substitution of Pledged
Securities."

Holders who elect to
substitute Pledged
Securities (as defined in
"Description of the
Purchase Contracts --
Pledged Securities and
Pledge Agreement"), thereby
creating Growth PRIDES or
recreating Income PRIDES
(as discussed below), will
be responsible for any fees
or expenses payable in
connection therewith. See
"Certain Provisions of the
Purchase Contract Agreement
and the Pledge Agreement --
Miscellaneous."

Recreating Income PRIDES . . . . . . . . On or prior to the fifth
Business Day immediately
preceding the Purchase
Contract Settlement Day, a
holder of Growth PRIDES
will have the right to
subsequently recreate
Income PRIDES by delivering
20 Growth PRIDES to the
Purchase Contract Agent
plus 20 Trust Preferred
Securities to the
Collateral Agent in
exchange for 20 Income
PRIDES and the release of
the related Treasury
Security to such holder.
If a Tax Event Redemption
has occurred, the Growth
PRIDES holder's right to
effect any such recreation
will be terminated. See
"Description of the Deben-
tures -- Tax Event
Redemption." Such Trust
Preferred Securities will
<PAGE>
be pledged with the Collat-
eral Agent to secure the
holder's obligation to
purchase Common Stock under
the related Purchase Con-
tracts. See "Description of
the FELINE PRIDES -- Recre-
ating Income PRIDES."

Current Payments . . . . . . . . . . . . Holders of Income PRIDES
will be entitled to receive
aggregate cash
distributions at a rate of
% of the Stated Amount
per annum from and after
, 199 , payable
quarterly in arrears,
consisting of cumulative
cash distributions on the
related Trust Preferred
Securities or the Treasury
Portfolio, as applicable,
payable at the rate of
% of the Stated Amount per
annum, and Contract Adjust-
ment Payments, payable by
the Company at the rate of
% of the Stated Amount
per annum (provided that if
such rate is 0%, then the
Company will not make any
Contract Adjustment
Payments), subject (in the
case of such distributions
on the Trust Preferred
Securities and of the
Contract Adjustment Pay-
ments) to the Company's
right to defer the payment
of such amounts. The
ability of the Trust to
make the quarterly
distributions on the
related Trust Preferred
Securities will be solely
dependent upon the receipt
of corresponding interest
payments from the Company
on the Debentures. The
Company's obligations with
respect to the Debentures
will be senior and unse-
cured and will rank pari
<PAGE>
passu in right of payment
with all other senior
unsecured obligations of
the Company. The Contract
Adjustment Payments, if
any, will be subordinated
and junior in right of
payment to the Senior
Indebtedness (as defined
herein).
In the event that a holder
of Income PRIDES
substitutes Treasury
Securities for the related
Trust Preferred Securities,
such holder would receive
on the resulting Growth
PRIDES only the quarterly
distributions of Contract
Adjustment Payments, if
any, subject to the
Company's rights of
deferral described herein.
In addition, imputed
interest would continue to
accrete on the related
Treasury Securities. See
"Risk Factors -- Right to
Defer Current Payments."
If a Tax Event Redemption
has occurred as described
herein and the Treasury
Portfolio has become a
component of the Income
PRIDES, quarterly
distributions on the
Treasury Portfolio, as a
portion of the cumulative
quarterly distribution to
the holders of Income
PRIDES, will not be
deferred.

Contract Adjustment Payments . . . . . . Contract Adjustment
Payments will be fixed at a
rate per annum of % of
the Stated Amount per
Purchase Contract, provided
that if such rate is 0%,
then the Company will not
make any Contract
Adjustment Payments. Con-
tract Adjustment Payments
<PAGE>
will be specified as a
positive component of the
distributions on the Income
PRIDES only if and to the
extent that the rate of
distributions on the Trust
Preferred Securities, as
determined on the date on
which the Income PRIDES are
priced for sale, is less
than the aggregate
distribution rate required
on such date for the offer
and sale of the Income
PRIDES at the price to
public specified on the
cover page of this
Prospectus Supplement.
Accordingly, the final
Prospectus Supplement will
indicate whether and to
what extent Contract
Adjustment Payments will be
required to be made by the
Company. See "Description
of the Purchase Contracts
-- Contract Adjustment
Payments."

Option to Extend Distribution
Payment Periods . . . . . . . . . . . The Company has the right
at any time, and from time
to time, limited to a
period not extending beyond
the maturity date of the
Debentures, to defer the
interest payments due on
the Debentures. As a
consequence of such
deferral, quarterly
distributions to holders of
Income PRIDES (or any Trust
Preferred Securities
outstanding after the
Purchase Contract
Settlement Date or after a
substitution of collateral
resulting in the creation
of Growth PRIDES) would be
deferred (but despite such
deferral, would continue to
accumulate quarterly and
would accrue interest
<PAGE>
thereon compounded
quarterly at the rate of
% per annum through and
including , 2000,
and at the Reset Rate
thereafter). The Company
also has the right to defer
the payment of Contract
Adjustment Payments, if
any, on the related
Purchase Contracts until no
later than the Purchase
Contract Settlement Date;
however, such deferred
Contract Adjustment
Payments, if any, will bear
additional Contract
Adjustment Payments at the
rate of % per annum (such
deferred Contract Adjust-
ment Payments together with
the additional Contract
Adjustment Payments shall
be referred to as the
"Deferred Contract
Adjustment Payments"). See
"Description of the
Purchase Contracts --
Contract Adjustment
Payments." If interest
payments on the Debentures
or the Contract Adjustment
Payments, if any, are
deferred, the Company has
agreed, among other things,
not to declare or pay any
dividend on or repurchase
its capital stock during
the period of such
deferral. If a Tax Event
Redemption has occurred and
the Treasury Portfolio has
become a component of the
Income PRIDES, quarterly
distributions on the
Treasury Portfolio as a
portion of the cumulative
quarterly distributions to
the holders of Income
PRIDES will not be
deferred.
<PAGE>
In the event that the
Company elects to defer the
payment of Contract Adjust-
ment Payments, if any, on
the related Purchase Con-
tracts until the Purchase
Contract Settlement Date,
each holder of the related
Income PRIDES or Growth
PRIDES will receive on the
Purchase Contract
Settlement Date in respect
of such Deferred Contract
Adjustment Payments a cash
payment of the aggregate
amount of Deferred Contract
Adjustment Payments payable
to such holder. See
"Description of the
Purchase Contracts --
Option to Defer Contract
Adjustment Payments."

Payment Dates . . . . . . . . . . . . . . Subject to the deferral
provisions described
herein, the current
payments described above in
respect of the Income
PRIDES will be payable
quarterly in arrears on
, , and
of each year,
commencing , 199 ,
through and including (i)
in the case of the Contract
Adjustment Payments, if
any, the Purchase Contract
Settlement Date or the most
recent such quarterly date
on or prior to any early
settlement of the related
Purchase Contracts and (ii)
in the case of Trust
Preferred Securities,
through and including the
most recent such quarterly
date on or prior to the
earlier of the Purchase
Contract Settlement Date
and the date the liqui-
dation amount of a Trust
Preferred Security,
together with all
<PAGE>
accumulated and unpaid
distributions thereon, is
paid in full (each, a
"Payment Date").

Remarketing . . . . . . . . . . . . . . . Pursuant to a Remarketing
Agreement (the "Remarketing
Agreement") dated as of
, 1997, among the Compa-
ny, the Trust, the Purchase
Contract Agent, the
Collateral Agent and a
nationally recognized
investment banking firm
chosen by the Company (the
"Remarketing Agent"), and
subject to the terms of a
Remarketing Underwriting
Agreement to be dated as of
the third Business Day
immediately preceding the
Purchase Contract
Settlement Date among such
parties (the "Remarketing
Underwriting Agreement"),
the Trust Preferred Securi-
ties of such Income PRIDES
holders who have failed to
notify the Purchase
Contract Agent, on or prior
to the fifth Business Day
immediately preceding the
Purchase Contract
Settlement Date, of their
intention to settle the
related Purchase Contracts
with separate cash, will be
remarketed on the third
Business Day immediately
preceding the Purchase
Contract Settlement Date.
The Remarketing Agent will
use its reasonable efforts
to remarket such Trust
Preferred Securities on
such date for settlement on
the Purchase Contract
Settlement Date at a price
not less than approximately
100.5% of the aggregate
stated liquidation amount
of such Trust Preferred
Security, plus accrued and
<PAGE>
unpaid distributions
(including deferred
distributions), if any,
thereon. The portion of the
proceeds from such
remarketing equal to the
aggregate stated
liquidation amount of such
Trust Preferred Securities
will be automatically
applied to satisfy in full
such Income PRIDES holders'
obligations to purchase
Common Stock under the
related Purchase Contracts.
In addition, after
deducting as the
Remarketing Fee an amount
not exceeding 25 basis
points (.25%) from any
amount of such proceeds in
excess of the aggregate
stated liquidation amount
of the remarketed Trust
Preferred Securities, the
Remarketing Agent will
remit the remaining portion
of the proceeds, if any,
for the benefit of such
holder. Income PRIDES
holders, whose Trust
Preferred Securities are so
remarketed will not
otherwise be responsible
for any Remarketing Fee in
connection therewith. If,
despite using its
reasonable efforts, the
Remarketing Agent cannot
remarket the related Trust
Preferred Securities of
such holders of Income
PRIDES at a price not less
than 100% of the aggregate
stated liquidation amount
of such Trust Preferred
Securities plus accrued and
unpaid distributions,
including deferred
distributions, if any,
thereon, the remarketing
will be deemed to have
<PAGE>
failed and the Company will
exercise its rights as a
secured party to dispose of
the Trust Preferred
Securities in accordance
with applicable law and to
satisfy in full, from such
disposition, such holder's
obligation to purchase
Common Stock under the
related Purchase Contracts.
It is currently anticipated
that Merrill Lynch, Pierce,
Fenner & Smith Incorporated
will be the Remarketing
Agent. See "Description of
the FELINE PRIDES --
Remarketing."

Purchase Contract Settlement Date . . . . , 2000.

Settlement of Purchase Contracts . . . . On the Business Day immedi-
ately preceding the
Purchase Contract
Settlement Date, unless a
holder of Income PRIDES or
Growth PRIDES (i) has
settled the related
Purchase Contracts through
the early delivery of cash
to the Purchase Contract
Agent in the manner
described herein, (ii) has
settled the related
Purchase Contracts with
separate cash on the
Business Day prior to the
Purchase Contract
Settlement Date pursuant to
prior notification to the
Purchase Contract Agent, or
(iii) an event described
under "Description of the
Purchase Contracts --
Termination" has occurred,
then (A) in the case of
Income PRIDES (unless a Tax
Event Redemption has
occurred) the Company will
exercise its rights as a
secured party to dispose of
the Trust Preferred
Securities in accordance
<PAGE>
with applicable law and (B)
in the case of Growth
PRIDES or Income PRIDES (if
a Tax Event Redemption has
occurred) the principal
amount of the related
Treasury Securities or the
Treasury Portfolio, as
applicable, when paid at
maturity, will automatical-
ly be applied to satisfy in
full such holder's
obligation to purchase
Common Stock under the
related Purchase Contracts.

In the event that a holder
of either Income PRIDES or
Growth PRIDES effects the
early settlement of the
related Purchase Contracts
through the delivery of
cash or settles such
Purchase Contracts with
cash on the Business Day
immediately preceding the
Purchase Contract
Settlement Date, the
related Trust Preferred
Securities or Treasury
Securities, as the case may
be, will be released to the
holder as described herein.
Such settlement rights with
respect to early cash
settlement cannot be
exercised by the holders of
Income PRIDES if a Tax
Event Redemption has
occurred.

Settlement Rate . . . . . . . . . . . . . The number of new shares of
Common Stock issuable upon
settlement of each Purchase
Contract on the Purchase
Contract Settlement Date
(the "Settlement Rate")
will be calculated as
follows (subject to
adjustment under certain
circumstances): (a) if the
Applicable Market Value is
equal to or greater than $
<PAGE>
(the "Threshold
Appreciation Price"), the
Settlement Rate will be
, (b) if the Applicable
Market Value is less than
the Threshold Appreciation
Price but greater than $
, the Settlement Rate
will equal the Stated
Amount divided by the
Applicable Market Value,
and (c) if the Applicable
Market Value is less than
or equal to $ ,
the Settlement Rate will be
. "Applicable
Market Value" means the
average of the Closing
Price (as defined) per
share of Common Stock on
each of the thirty
consecutive Trading Days
(as defined) ending on the
third Trading Day
immediately preceding the
Purchase Contract
Settlement Date.

Early Settlement . . . . . . . . . . . . A holder of Income PRIDES
(unless a Tax Event
Redemption has occurred)
may settle the related
Purchase Contracts on or
prior to the fifth Business
Day immediately preceding
the Purchase Contract
Settlement Date in the
manner described herein,
but only in integral
multiples of 20 Income
PRIDES, and the holder of
Growth PRIDES may settle
the related Purchase
Contracts on or prior to
the Purchase Contract
Settlement Date in the
manner described herein (in
either case, on "Early
Settlement"). Upon such
Early Settlement, (a) the
holder will pay to the
Company through the
Purchase Contract Agent in
<PAGE>
immediately available funds
an amount equal to the
Stated Amount for each
Purchase Contract to be
settled and deliver the
Income PRIDES or Growth
PRIDES, as the case may be,
to the Purchase Contract
Agent, (b) the related
Trust Preferred Securities
or Treasury Securities, as
applicable, within three
Business Days of the date
of Early Settlement, will
be transferred to the
holder free and clear of
the Company's security
interest therein, and (c)
the Company, within three
Business Days of the date
of Early Settlement, will
deliver newly issued shares
of Common Stock to the
holder for each Purchase
Contract so settled. Upon
Early Settlement, (i) the
holder's rights to receive
Deferred Contract Adjust-
ment Payments, if any, on
the Purchase Contracts
being settled will be
forfeited, (ii) the
holder's right to receive
additional Contract Adjust-
ment Payments, if any, in
respect of such Purchase
Contracts will terminate
and (iii) no adjustment
will be made to or for the
holder on account of De-
ferred Contract Adjustment
Payments, if any, or any
amount accrued in respect
of Contract Adjustment
Payments, if any.

Termination . . . . . . . . . . . . . . . The Purchase Contracts
(including the right
thereunder to receive ac-
crued or Deferred Contract
Adjustment Payments, if
any, and the obligation to
purchase Common Stock) will
<PAGE>
automatically terminate
upon the occurrence of
certain events of
bankruptcy, insolvency or
reorganization with respect
to the Company. Upon such
termination, the Collateral
Agent will release the
related Trust Preferred
Securities or, if
substituted, the related
Treasury Securities or
Treasury Portfolio, held by
it to the Purchase Contract
Agent for distribution to
the holders, subject in the
case of the Treasury
Portfolio to the Purchase
Contract Agent's
disposition of the subject
securities for cash, and
the payment of such cash to
the holders, to the extent
that the holder would
otherwise have been
entitled to receive less
than $1,000 of any such
security although there may
be a limited delay before
such release and
distribution. In the event
that the Company becomes
the subject of a case under
the United States
Bankruptcy Code of 1978, as
amended (the "Bankruptcy
Code"), such delay may
occur as a result of the
automatic stay under the
Bankruptcy Code and
continue until such
automatic stay has been
lifted.

Voting and Certain Other Rights . . . . . Holders of Trust Preferred
Securities will not be
entitled to vote to
appoint, remove or replace,
or to increase or decrease
the number of Regular
Trustees and will generally
have no voting rights
except in the limited cir-
<PAGE>
cumstances described under
"Description of Trust Pre-
ferred Securities -- Voting
Rights." Holders of
Purchase Contracts forming
part of the Income PRIDES
or Growth PRIDES in their
capacities as such holders
will have no voting or
other rights in respect of
the Common Stock.

Listing of the Income PRIDES . . . . . . Application will be made to
list the Income PRIDES on
the New York Stock Exchange
(the "NYSE") under the
symbol " ", subject
to official notice of
issuance. If Growth PRIDES
and Trust Preferred
Securities are separately
traded, the Company will
endeavor to cause such
securities to be listed on
such exchange on which the
Income PRIDES are then
listed, including, if
applicable, the NYSE. See
"Underwriting."

NYSE Symbol of Common Stock . . . . . . . "IR"

Trust Preferred Securities

The Trust . . . . . . . . . . . . . . . . Ingersoll-Rand Financing I,
a Delaware business trust.
The sole assets of the
Trust will consist of the
Debentures. The Company
will directly or indirectly
own all of the Common
Securities representing
undivided beneficial
ownership interests in the
assets of the Trust.

Trust Preferred Securities . . . . . . . of % Trust
Preferred Securities
(liquidation amount $50 per
Trust Preferred Security),
representing undivided
beneficial ownership
<PAGE>
interests in the assets of
the Trust.

Distributions . . . . . . . . . . . . . . Distributions on the Trust
Preferred Securities, which
will constitute all or a
portion of the
distributions on the Income
PRIDES, will be cumulative,
will accrue from the first
date of issuance of the
Trust Preferred Securities
and will be payable
initially at the annual
rate of % of the
liquidation amount of $50
per Trust Preferred
Security to but excluding
the Purchase Contract
Settlement Date, and from
the Purchase Contract
Settlement Date to but
excluding ,
2002, at the Reset Rate, in
each case, when, as and if
funds are available for
payment. Subject to the
distribution deferral
provisions, distributions
will be payable quarterly
in arrears on each ,
, and
, commencing ,
1997.

Market Rate Reset . . . . . . . . . . . . The applicable quarterly
distribution rate on the
Trust Preferred Securities
and the interest rate on
the Debentures on and after
the Purchase Contract
Settlement Date will be
reset on the third Business
Day immediately preceding
the Purchase Contract
Settlement Date to the
Reset Rate, determined by
the Reset Agent as the rate
the Trust Preferred
Securities should bear in
order for a Trust Preferred
Security to have an
approximate market value no
<PAGE>
less than 100.5% of the
Stated Amount on the third
Business Day immediately
preceding the Purchase
Contract Settlement Date,
provided, that in no event
will the Reset Rate be
higher than the rate on the
Two-Year Benchmark Treasury
plus 200 basis points (2%).
Such market value may be
less than 100.5% if the Reset
Spread is set at the maxi-
mum of 2%. It is currently
anticipated that Merrill
Lynch, Pierce, Fenner &
Smith Incorporated will be
the Reset Agent. See "De-
scription of the Trust
Preferred Securities --
Market Rate Reset."

Distribution Deferral Provisions . . . . The ability of the Trust to
pay distributions on the
Trust Preferred Securities
will be solely dependent on
the receipt of interest
payments from the Company
on the Debentures. The
Company will have the right
at any time, and from time
to time, to defer the
interest payments due on
the Debentures for
successive extension
periods (the "Extension
Periods") limited, in the
aggregate, to a period not
extending beyond the
maturity date of the
Debentures. The corre-
sponding quarterly
distributions on the Trust
Preferred Securities would
be deferred by the Trust
(but would continue to
accumulate quarterly and
would accrue interest,
compounded quarterly, at
the rate of % per annum
through and including
, 2000, and at
<PAGE>
the Reset Rate thereafter)
until the end of any such
Extension Period. If a
deferral of an interest
payment occurs, the holders
of the Trust Preferred
Securities will be required
to accrue interest income
for United States federal
income tax purposes in
advance of the receipt of
any corresponding cash
distribution with respect
to such deferred interest
payment. See "Risk Factors
-- Right to Defer Current
Payments," "Description of
the Trust Preferred
Securities --
Distributions" and "Certain
Federal Income Tax
Consequences -- Interest
Income and Original Issue
Discount on Trust Preferred
Securities."

Rights Upon Deferral of Distribution . . During any period in which
interest payments on the
Debentures are deferred,
interest will accrue on the
Debentures (compounded
quarterly) and quarterly
distributions on the Trust
Preferred Securities will
continue to accumulate with
interest thereon at the
rate of % per annum
through and including
, 2000, and at the
Reset Rate thereafter,
compounded quarterly.

Liquidation Preference . . . . . . . . . In the event of any
liquidation of the Trust,
and after satisfaction of
liabilities to creditors of
the Trust, if any, holders
will be entitled to receive
Debentures in an aggregate
principal amount equal to
the aggregate stated
liquidation amount of the
Trust Preferred Securities.<PAGE>
Investment Company Event Distribution . . In certain circumstances
involving an Investment
Company Event, the Trust
would be dissolved, with
the result that, after
satisfaction of liabilities
to creditors of the Trust,
if any, Debentures with an
aggregate principal amount
equal to the aggregate
stated liquidation amount
of the Trust Preferred
Securities would be
distributed to the holders
of the Trust Preferred
Securities on a pro rata
basis. In such event, an
Income PRIDES would
thereafter consist of a
Debenture with a principal
amount equal to the Stated
Amount of such Income
PRIDES and the related
Purchase Contract, and such
Debenture would be
otherwise treated as if it
were a Trust Preferred
Security.

Tax Event Redemption . . . . . . . . . . The Debentures (and, thus,
the Trust Securities) are
redeemable, at the option
of the Company, on not less
than 30 days or more than
60 days prior written
notice, in whole but not in
part, at any time prior to
the Purchase Contract
Settlement Date upon the
occurrence and continuation
of a Tax Event under the
circumstances described
herein at a Redemption
Price equal to, for each
Debenture, the Redemption
Amount. See "Description
of the Debentures -- Tax
Event Redemption." If the
Company so redeems all of
the Debentures, the Trust
<PAGE>
must redeem all of the
Trust Securities. The
Redemption Price payable in
liquidation of the Income
PRIDES holders' interest in
the Trust, will be
distributed to the
Collateral Agent, who in
turn will apply such
Redemption Price to
purchase the Treasury
Portfolio on behalf of the
holders of Income PRIDES.
The Treasury Portfolio
would be pledged with the
Collateral Agent to secure
such Income PRIDES holders'
obligations to purchase the
Company's Common Stock
under their Purchase
Contracts. See
"Description of the Trust
Preferred Securities --
Mandatory Redemption."

Other than in the event of
a Tax Event Redemption, the
Company will not have the
ability to redeem the
Debentures prior to their
stated maturity date. See
"Description of the
Debentures -- Tax Event
Redemption".

Guarantee . . . . . . . . . . . . . . . . The Company will
irrevocably and
unconditionally guarantee
(the "Guarantee"),
generally on a senior
unsecured basis, the
payment in full of (i)
distributions on the Trust
Preferred Securities to the
extent the Trust has funds
available therefor, (ii)
the redemption price of
Trust Preferred Securities
in respect of which the
related Debentures have
been repurchased by the
Company on the Purchase
Contract Settlement Date,
<PAGE>
to the extent the Trust has
funds available therefor,
and (iii) generally, the
liquidation amount of the
Trust Preferred Securities
or the Redemption Price
upon a Tax Event
Redemption, to the extent
the Trust has assets
available for distribution
to holders of Trust
Preferred Securities in the
event of a dissolution of
the Trust. The Guarantee
will be a senior unsecured
obligation of the Company
and will rank pari passu
with all of the Company's
other senior unsecured
obligations.

Debentures . . . . . . . . . . . . . . . Unless a Tax Event
Redemption has occurred,
the Debentures will mature
on November , 2002, and
will bear, initially,
interest at the rate of
% per annum, payable
quarterly in arrears on
each ,
, and
commencing ,
1998. The interest rate on
the Debentures, and the
distribution rate on the
Trust Preferred Securities,
payable on and after the
Purchase Contract
Settlement Date will be
reset on the third Business
Day immediately preceding
the Purchase Contract
Settlement Date to the
Reset Rate determined by
the Reset Agent. See
"Description of Debentures
-- Interest." Interest
payments on the Debentures
may be deferred from time
to time by the Company for
successive Extension
Periods not extending, in
the aggregate, beyond the
<PAGE>
stated maturity date of the
Debentures. During any
Extension Period, interest
at the rate of % per
annum through and including
, 2000, and at
the Reset Rate thereafter
would continue to accrue
and compound quarterly.
Upon the termination of any
Extension Period and the
payment of all amounts then
due, the Company may
commence a new Extension
Period, provided such new
Extension Period does not
extend beyond the stated
maturity date of the
Debentures. No interest
shall be due during an
Extension Period until the
end of such period. During
an Extension Period, the
Company will be prohibited
from paying dividends on or
purchasing any of its capi-
tal stock and making
certain other restricted
payments until quarterly
interest payments are re-
sumed and all amounts then
due on the Debentures are
paid. The Debentures will
be senior unsecured obliga-
tions of the Company and
will rank pari passu with
all of the Company's other
senior unsecured obliga-
tions. See "Description of
the Debentures."

Federal Income Tax Consequences . . . . . Provided the Company does
not exercise its right to
defer interest on the
Debentures, a beneficial
owner of Income PRIDES and
Trust Preferred Securities
will include in gross
income its pro rata share
of the stated interest on
the Debentures when such
interest income is paid or
accrued in accordance with
<PAGE>
its regular method of tax
accounting. The Company
intends to report the
Contract Adjustment
Payments as income to
holders of Income PRIDES
and Growth PRIDES, but
holders should consult
their tax advisors
concerning the possibility
that the Contract
Adjustment Payments may be
treated as loans, purchase
price adjustments, rebates
or option premiums rather
than being includible in
income on a current basis.
Holders of Growth PRIDES
will be required to include
in gross income their
allocable share of any
original issue discount
("OID") or market discount,
or amortize their allocable
share of any bond premium
otherwise includible or
deductible, respectively,
with respect to the
Treasury Securities posted
with the Collateral Agent.
If a Tax Event Redemption
has occurred, a beneficial
owner of Income PRIDES will
be required to include in
gross income its allocable
share of OID on the
Treasury Portfolio as it
accrues on a constant yield
to maturity basis. See
"Certain Federal Income Tax
Consequences."

Use of Proceeds . . . . . . . . . . . . . All or substantially all of
the proceeds from the sale
of the Income PRIDES, of
which the Trust Preferred
Securities are a component,
will be invested by the
Trust in Debentures of the
Company, and the remainder,
if any, will be paid to the
Company. The net proceeds
of such sale, estimated to
<PAGE>
be of approximately $
million, ultimately will be
used by the Company for
capital expenditures,
acquisitions and other
general corporation
purposes, including without
limitation, the acquisition
of Thermo King. Funds not
required immediately for
such purposes may be
invested in short-term
obligations or used to
reduce the future level of
the Company's commercial
paper obligations.
<PAGE>
RISK FACTORS

Potential purchasers of the FELINE PRIDES offered hereby should
carefully consider the risk factors set forth herein under "Risk Factors"
as well as other information contained in this Prospectus Supplement and
the accompanying Prospectus.

Investment in FELINE PRIDES Requires Holders to Purchase Common Stock;
Risk of Decline in Equity Value

Although holders of the FELINE PRIDES will be the beneficial owners
of the related Trust Preferred Securities, the Treasury Portfolio or
Treasury Securities, as the case may be, prior to the Purchase Contract
Settlement Date, unless a holder of FELINE PRIDES settles the related
Purchase Contracts through the delivery of cash to the Purchase Contract
Agent in the manner described below or the Purchase Contracts are
terminated (upon the occurrence of certain events of bankruptcy,
insolvency or reorganization with respect to the Company), the proceeds of
the remarketing of the Trust Preferred Securities or the principal of the
related Treasury Securities or the Treasury Portfolio, when paid at
maturity, as the case may be, will automatically be applied to the
purchase of a specified number of shares of Common Stock on behalf of such
holder. Thus, unless a holder has cash settled, following the Purchase
Contract Settlement Date, holders will own shares of Common Stock rather
than a beneficial interest in Trust Preferred Securities, the Treasury
Portfolio or Treasury Securities. See "Description of the Purchase
Contracts -- General." There can be no assurance that the market value of
the Common Stock receivable by the holder on the Purchase Contract
Settlement Date will be equal to or greater than the Stated Amount of the
FELINE PRIDES held by such holder. If the Applicable Market Value of the
Common Stock is less than the closing price of the Common Stock on the
date hereof, the market value of the Common Stock receivable by the holder
on the Purchase Contract Settlement Date will be less than the Stated
Amount paid for the FELINE PRIDES, in which case an investment in the
Securities will result in a loss. Accordingly, a holder of the FELINE
PRIDES assumes the risk that the market value of the Common Stock may
decline, and that such decline could be substantial.

Limitations on Opportunity for Equity Appreciation

The opportunity for equity appreciation afforded by an investment in
the FELINE PRIDES is less than the opportunity for equity appreciation
afforded by a direct investment in the Common Stock because the market
value of the Common Stock to be received by a holder of Purchase Contracts
on the Purchase Contract Settlement Date will only exceed the Stated
Amount if the Applicable Market Value of the Common Stock exceeds the
Threshold Appreciation Price (which represents an appreciation of ___%
over the closing price of the Common Stock on the date hereof). Moreover,
holders of the FELINE PRIDES will only be entitled to receive on the
Purchase Contract Settlement Date __% (the percentage equal to the closing
price of the Common Stock on the date thereof divided by the Threshold
Appreciation Price) of any appreciation of the price of the
<PAGE>
Common Appreciation Stock in excess of the Threshold Appreciation Price.

Factors Affecting Trading Prices

The trading prices of Income PRIDES and Growth PRIDES in the
secondary market will be directly affected by the trading prices of the
Common Stock in the secondary market, the general level of interest rates
and the credit quality of the Company. It is impossible to predict
whether the price of the Common Stock or interest rates will rise or fall.
Trading prices of the Common Stock will be influenced by the Company's
operating results and prospects and by economic, financial and other
factors and market conditions that can affect the capital markets
generally, including the level of, and fluctuations in, the trading prices
of stocks generally and sales of substantial amounts of Common Stock in
the market subsequent to the offering of the Securities or the perception
that such sales could occur. Fluctuations in interest rates may give rise
to opportunities of arbitrage based upon changes in the relative value of
the Common Stock underlying the Purchase Contracts and of the other
components of the FELINE PRIDES. Any such arbitrage could, in turn,
affect the trading prices of the Income PRIDES, Growth PRIDES, Trust
Preferred Securities and Common Stock.

Voting and Certain Other Rights

Holders of Trust Preferred Securities will not be entitled to vote
to appoint, remove or replace or to increase or decrease the number of
Ingersoll-Rand Trustees, and generally will have no voting rights except
in the limited circumstances described under "Description of the Trust
Preferred Securities -- Voting Rights." Holders of FELINE PRIDES will not
be entitled to any rights with respect to the Common Stock (including,
without limitation, voting rights and rights to receive any dividends or
other distributions in respect thereof) unless and until such time as the
Company shall have delivered shares of Common Stock for FELINE PRIDES on
the Purchase Contract Settlement Date or as a result of Early Settlement,
as the case may be, and unless the applicable record date, if any, for the
exercise of such rights occurs after such date. For example, in the event
that an amendment is proposed to the Restated Certificate of Incorporation
or By-Laws of the Company and the record date for determining the
stockholders of record entitled to vote on such amendment occurs prior to
such delivery, holders of FELINE PRIDES will not be entitled to vote on
such amendment.

Dilution of Common Stock

The number of shares of Common Stock that holders of the FELINE
PRIDES are entitled to receive on the Purchase Contract Settlement Date or
as a result of Early Settlement is subject to adjustment for certain
events arising from stock splits and combinations, stock dividends and
certain other actions of the Company that modify its capital structure.
See "Description of the Purchase Contracts -- Anti-Dilution Adjustments."
Such number of shares of Common Stock to be received by such holders on
<PAGE>
the Purchase Contract Settlement Date or as a result of Early Settlement
will not be adjusted for other events, such as offerings of Common Stock
for cash or in connection with acquisitions. The Company is not
restricted from issuing additional Common Stock during the term of either
the Purchase Contracts or the Trust Preferred Securities and has no
obligation to consider the interests of the holders of FELINE PRIDES for
any reason. Additional issuances may materially and adversely affect the
price of the Common Stock and, because of the relationship of the number
of shares to be received on the Purchase Contract Settlement Date to the
price of the Common Stock, such other events may adversely affect the
trading price of Income PRIDES or Growth PRIDES.

Possible Illiquidity of the Secondary Market

It is not possible to predict how Income PRIDES, Growth PRIDES or
Trust Preferred Securities will trade in the secondary market or whether
such market will be liquid or illiquid. Income PRIDES and Growth PRIDES
are novel securities and there is currently no secondary market for either
Income PRIDES or Growth PRIDES. Application will be made to list the
Income PRIDES on the NYSE. If Growth PRIDES and Trust Preferred Securities
are separately traded, the Company will endeavor to cause such security to
be listed on such exchange on which the Income PRIDES are then listed,
including, if applicable, the NYSE. The Company and the Trust have been
advised by the Underwriter that they presently intend to make a market for
the Growth PRIDES and the Trust Preferred Securities; however, they are
not obligated to do so and any market making may be discontinued at any
time. There can be no assurance as to the liquidity of any market that
may develop for the Income PRIDES, the Growth PRIDES or the Trust
Preferred Securities, the ability of holders to sell such securities, the
price at which holders would be able to sell such securities or whether a
trading market, if it develops, will continue. In addition, in the event
that holders of Income PRIDES were to substitute Treasury Securities for
Trust Preferred Securities, thereby converting their Income PRIDES to
Growth PRIDES, the liquidity of Income PRIDES could be adversely affected.
There can be no assurance that the Income PRIDES will not be delisted from
the NYSE or that trading in the Income PRIDES will not be suspended as a
result of the election by holders to create Growth PRIDES through the
substitution of collateral, which could cause the number of Income PRIDES
to fall below the requirement for listing securities on the NYSE that at
least 1,000,000 Income PRIDES be outstanding at any time.

Pledged Securities Encumbered

Although the beneficial owners of FELINE PRIDES will be the
beneficial owners of the related Trust Preferred Securities, Treasury
Portfolio or Treasury Securities (together, the "Pledged Securities"), as
applicable, those Pledged Securities will be pledged with the Collateral
Agent to secure the obligations of the holders under the related Purchase
Contracts. Thus, rights of the holders to their Pledged Securities will be
subject to the Company's security interest. Additionally, notwithstanding
the automatic termination of the Purchase Contracts, in the event that the
Company becomes the subject of a case under the Bankruptcy Code, the
<PAGE>
delivery of the Pledged Securities to holders of the FELINE PRIDES may be
delayed by the imposition of the automatic stay of Section 362 of the
Bankruptcy Code.

Investment Company Event Distribution

Upon the occurrence of an Investment Company Event, the Trust will
be dissolved (except in the limited circumstances described in the
following sentence) with the result that Debentures with an aggregate
principal amount equal to the aggregate stated liquidation amount of the
Trust Preferred Securities would be distributed to the holders of the
Trust Preferred Securities on a pro rata basis. Such dissolution and
distribution shall be conditioned on the Company being unable to avoid
such Investment Company Event within a 90 day period by taking some
ministerial action or pursuing some other reasonable measure that will
have no adverse effect on the Trust, the Company or the holders of the
Trust Preferred Securities, and will involve no material cost. In
addition, the Company will have the right at any time to dissolve the
Trust. See "Description of the Trust Preferred Securities -- Distribution
of the Debentures."

There can be no assurance as to the impact on the market prices for
Income PRIDES of a distribution of the Debentures in exchange for Trust
Preferred Securities upon a dissolution of the Trust. Because Income
PRIDES will consist of Debentures and related Purchase Contracts upon the
occurrence of the dissolution of the Trust as a result of an Investment
Company Event or otherwise, prospective purchasers of Income PRIDES are
also making an investment decision with regard to the Debentures and
should carefully review all the information regarding the Debentures
contained herein. See "Description of the Trust Preferred Securities --
Distribution of the Debentures" and "Description of the Debentures --
General."

Tax Event Redemption

The Debentures (and, thus, the Trust Securities) are redeemable, at
the option of the Company, on not less than 30 days or more than 60 days
prior written notice, in whole but not in part, at any time prior to the
Purchase Contract Settlement Date upon the occurrence and continuation of
a Tax Event under the circumstances described herein at a Redemption Price
equal to, for each Debenture, the Redemption Amount. See "Description of
the Debentures -- Tax Event Redemption." If the Company so redeems all of
the Debentures, the Trust must redeem all of the Trust Securities. The
Redemption Price payable in liquidation of the Income PRIDES holders'
interest in the Trust will be distributed to the Collateral Agent, who in
turn will apply such Redemption Price to purchase the Treasury Portfolio
on behalf of the holders of Income PRIDES. Holders of Trust Preferred
Securities, not held in the form of Income PRIDES, will receive redemption
payments. The Treasury Portfolio will be pledged with the Collateral
Agent to secure such Income PRIDES holders' obligations to purchase the
Company's Common Stock under their Purchase Contracts. There can be no
assurance as to the impact on the market prices for the Income PRIDES of
<PAGE>
the pledging of the Treasury Portfolio as collateral in replacement of any
Trust Preferred Securities so redeemed. See "Description of the Trust
Preferred Securities -- Mandatory Redemption." A Tax Event Redemption will
be a taxable event to the beneficial owners of the Trust Preferred
Securities. See "Certain Federal Income Tax Consequences -- Tax Event
Redemption."

Right to Defer Current Payments

The Company may, at its option, defer the payment of Contract
Adjustment Payments, if any, on the Purchase Contracts until the Purchase
Contract Settlement Date. However, deferred installments of Contract
Adjustment Payments, if any, will bear Deferred Contract Adjustment
Payments at the rate of ___% per annum (compounding on each succeeding
Payment Date) until paid. If the Purchase Contracts are settled early or
terminated (upon the occurrence of certain events of bankruptcy,
insolvency or reorganization with respect to the Company), the right to
receive Contract Adjustment Payments (other than any accrued but unpaid
Contract Adjustment Payments that have not been deferred), if any, and
Deferred Contract Adjustment Payments, if any, will also terminate.

In the event that the Company elects to defer the payment of any
Contract Adjustment Payments on the Purchase Contracts until the Purchase
Contract Settlement Date, each holder of Purchase Contracts will receive
on the Purchase Contract Settlement Date in respect of the Deferred
Contract Adjustment Payments a cash payment equal to the aggregate amount
of Deferred Contract Adjustment Payments payable to a holder of FELINE
PRIDES. See "Description of the Purchase Contracts -- Contract Adjustment
Payments."

The Company also will have the right under the Indenture to defer
payments of interest on the Debentures by extending the interest payment
period at any time, and from time to time, on the Debentures. As a
consequence of such an extension, quarterly distributions on the Trust
Preferred Securities, held either as a component of the Income PRIDES or
held separately, would be deferred (but despite such deferrals would
accrue interest at a rate of ___% per annum through and including
___________, 2000, and at the Reset Rate thereafter, compounded on a
quarterly basis) by the Trust during any such Extension Period. Such
right to extend the interest payment period for the Debentures will be
limited such that an Extension Period may not extend beyond the maturity
date of the Debentures. During any such Extension Period, (a) the Company
shall not declare or pay dividends on, make distributions with respect to,
or redeem, purchase or acquire, or make a liquidation payment with respect
to, any of its capital stock (other than (i) purchases or acquisitions of
capital stock of the Company in connection with the satisfaction by the
Company of its obligations under any employee benefit plans or the
satisfaction by the Company of its obligations pursuant to any contract or
security outstanding on the date of such event requiring the Company to
purchase capital stock of the Company, (ii) as a result of a
reclassification of the Company's capital stock or the exchange or
conversion of one class or series of the Company's capital stock for
another class or series of the Company's capital stock, (iii) the purchase
<PAGE>
of fractional interests in shares of the Company's capital stock pursuant
to the conversion or exchange provisions of such capital stock or the
security being converted or exchanged, (iv) dividends or distributions in
capital stock of the Company and (v) redemptions or repurchases of any
rights pursuant to the Rights Agreement, as amended, between the Company
and The Bank of New York, as Rights Agent (the"Rights Agreement"), or any
successor to the Rights Agreement, and the declaration thereunder of a
dividend of rights in the future), (b) the Company shall not make any
payment of interest, principal or premium, if any, on or repay, repurchase
or redeem any debt securities issued by the Company that rank junior to
the Debentures and (c) the Company shall not make any guarantee payments
with respect to the foregoing (other than payments pursuant to the
Guarantee or the Common Securities Guarantee (as defined herein)). Prior
to the termination of any such Extension Period, the Company may further
extend the interest payment period; provided, that such Extension Period
may not extend beyond the Stated Maturity of the Debentures. Upon the
termination of any Extension Period and the payment of all amounts then
due, the Company may commence a new Extension Period, subject to the above
requirements. See "Description of the Trust Preferred Securities --
Distributions" and "Description of the Debentures -- Option to Extend
Interest Payment Period."

The Company believes, and intends to take the position, that as of
the issue date of the Debentures, the likelihood that it will exercise its
right to defer payments of stated interest on the Debentures is remote and
that, therefore, the Debentures should not be considered to be issued with
OID as a result of the Company's right to defer payments of stated interest
on the Debentures unless it actually exercises such deferral right. There
is no assurance that the Internal Revenue Service will agree with such
position. See "Certain Federal Income Tax Consequences -- Interest Income
and Original Issue Discount."

Should the Company exercise its right to defer payments of interest
by extending the interest payment period, each beneficial owner of Trust
Preferred Securities held either as a component of the Income PRIDES or
held separately would be required to include such beneficial owner's share
of the stated interest on the Trust Preferred Securities in gross income,
as OID, on daily economic accrual basis, regardless of their method of
tax accounting and in advance of receipt of the cash attributable to such
income. As a result, each such beneficial owner of Trust Preferred
Securities would recognize income for United States federal income tax
purposes in advance of the receipt of cash attributable to such income,
and would not receive the cash from the Trust related to such income if
such holder disposes of its Trust Preferred Securities prior to the record
date for the date on which distributions of such amounts are made. See
"Certain Federal Income Tax Consequences--Interest Income and Original
Issue Discount." The Company has no current intention of exercising its
right to defer payments of interest by extending the interest payment
period on the Debentures. However, should the Company determine to
exercise such right in the future, the market price of the Trust
Preferred Securities is likely to be affected. A holder that disposes
of its Trust Preferred Securities during an Extension Period, therefore,
might not receive the same return on its investment as a holder that
continues to hold its Trust Preferred
<PAGE>
Securities. In addition, as a result of the existence of the Company's
right to defer interest payments, the market price of the Trust Preferred
Securities (which represent an undivided beneficial interest in the assets
of the Trust) may be more volatile than the market price of other
securities that are not subject to such deferral. See "Certain Federal
Income Tax Consequences--Interest Income and Original Issue Discount."

United States Federal Income Tax Consequences

No statutory, judicial or administrative authority directly
addresses the treatment of the FELINE PRIDES or instruments similar to the
FELINE PRIDES for United States federal income tax purposes. As a result,
certain United States federal income tax consequences of the purchase,
ownership and disposition of FELINE PRIDES are not entirely clear. See
"Certain Federal Income Tax Consequences."

Purchase Contract Agreement not Qualified Under Trust Indenture Act;
Limited Obligations of Purchase Contract Agent

Although the Trust Preferred Securities constituting a part of the
Income PRIDES will be issued pursuant to the Declaration, which will be
qualified under the Trust Indenture Act, the Purchase Contract Agreement
will not be qualified as an indenture under the Trust Indenture Act and
the Purchase Contract Agent will not be required to qualify as a trustee
thereunder. Accordingly, holders of FELINE PRIDES will not have the
benefit of the protections of the Trust Indenture Act. The protections
generally afforded the holder of a security issued under an indenture that
has been qualified under the Trust Indenture Act include disqualification
of the indenture trustee for "conflicting interests" as defined under the
Trust Indenture Act, provisions preventing a trustee that is also a
creditor of the issuer from improving its own credit position at the
expense of the security holders immediately prior to or after a default
under such indenture and the requirement that the indenture trustee
deliver reports at least annually with respect to certain matters
concerning the indenture trustee and the securities. Under the terms of
the Purchase Contract Agreement, the Purchase Contract Agent will have
only limited obligations to the holders of FELINE PRIDES. See "Certain
Provisions of the Purchase Contract Agreement and the Pledge Agreement --
Information Concerning the Purchase Contract Agent."

Rights Under the Guarantee

The Guarantee will be qualified as an indenture under the Trust
Indenture Act. The Guarantee Trustee will act as indenture trustee under
the Guarantee for the purposes of compliance with the provisions of the
Trust Indenture Act. The Guarantee Trustee will hold the Guarantee for
the benefit of the holders of the Trust Preferred Securities.

The Guarantee guarantees to the holders of the Trust Preferred
Securities, generally on a senior basis, the payment of (i) any accrued
and unpaid distributions that are required to be paid on the Trust
Preferred Securities, to the extent the Trust has funds available
<PAGE>
therefor, (ii) the redemption price, including all accumulated and unpaid
distributions to the date of redemption, of Trust Preferred Securities in
respect of which the related Debentures have been repurchased by the
Company on the Purchase Contract Settlement Date, to the extent the Trust
has funds available therefor, and (iii) upon a voluntary or involuntary
dissolution of the Trust (other than in connection with the distribution
of Debentures to the holders of Trust Preferred Securities), the lesser of
(a) the aggregate of the liquidation amount and all accrued and unpaid
distributions on the Trust Preferred Securities to the date of payment to
the extent the Trust has funds available therefor or (b) the amount of
assets of the Trust remaining available for distribution to holders of the
Trust Preferred Securities in liquidation of the Trust. The holders of a
majority in liquidation amount of the Trust Preferred Securities will have
the right to direct the time, method and place of conducting any
proceeding for any remedy available to the Guarantee Trustee or to direct
the exercise of any trust or power conferred upon the Guarantee Trustee
under the Guarantee. Notwithstanding the foregoing, any holder of Trust
Preferred Securities may institute a legal proceeding directly against the
Company to enforce such holder's rights under the Guarantee without first
instituting a legal proceeding against the Trust, the Guarantee Trustee or
any other person or entity. If the Company were to default on its
obligation to pay amounts payable on the Debentures or otherwise, the
Trust would lack funds for the payment of distributions or amounts payable
on redemption of the Trust Preferred Securities or otherwise, and, in such
event, holders of the Trust Preferred Securities would not be able to rely
upon the Guarantee for payment of such amounts. Instead, holders of the
Trust Preferred Securities would rely on the enforcement (1) by the
Institutional Trustee of its rights as registered holder of the Debentures
against the Company pursuant to the terms of the Indenture and the
Debentures or (2) by such holder of the Institutional Trustee's or such
holder's own rights against the Company to enforce payments on the
Debentures. See "-- Enforcement of Certain Rights by Holders of Trust
Preferred Securities," "Description of the Debentures" and "Description of
the Guarantee." The Declaration provides that each holder of Trust
Preferred Securities, by acceptance thereof, agrees to the provisions of
the Guarantee, including the subordination provisions thereof, and the
Indenture.

Enforcement of Certain Rights by Holders of Trust Preferred Securities

If a Declaration Event of Default (as defined herein) occurs and is
continuing, the holders of Trust Preferred Securities would rely on the
enforcement by the Institutional Trustee of its rights as registered
holder of the Debentures against the Company. In addition, the holders of
a majority in liquidation amount of the Trust Preferred Securities will
have the right to direct the time, method, and place of conducting any
proceeding for any remedy available to the Institutional Trustee or to
direct the exercise of any trust or power conferred upon the Institutional
Trustee under the Declaration, including the right to direct the
Institutional Trustee to exercise the remedies available to it as the
holder of the Debentures. The Indenture provides that the Debt Trustee (as
defined herein) shall give holders of Debentures notice of all defaults or
<PAGE>
events of default within 30 days after occurrence. However, except in the
cases of a default or an event of default in payment on the Debentures,
the Debt Trustee will be protected in withholding such notice if its
officers or directors in good faith determine that withholding of such
notice is in the interest of such holders.

If the Institutional Trustee fails to enforce its rights under the
Debentures in respect of an Indenture Event of Default (as defined herein)
after a holder of record of Trust Preferred Securities has made a written
request, such holder of record of Trust Preferred Securities may, to the
extent permitted by applicable law, institute a legal proceeding against
the Company to enforce the Institutional Trustee's rights under the
Debentures. In addition, if the Company fails to pay interest or
principal on the Debentures (a "Debt Payment Failure") on the date such
interest or principal is otherwise payable, and such Debt Payment Failure
is continuing, a holder of Trust Preferred Securities may directly
institute a proceeding for enforcement of payment to such holder of the
principal of or interest on the Debentures having a principal amount equal
to the aggregate stated liquidation amount of the Trust Preferred
Securities of such holder (a "Direct Action") after the respective due
date specified in the Debentures. In connection with such a Direct
Action, the Company shall have the right under the Indenture to set off
any payment made to such holder by the Company. The holders of Trust
Preferred Securities will not be able to exercise directly any other
remedy available to the holders of the Debentures. See "Description of
the Trust Preferred Securities -- Declaration Events of Default."

Limited Rights of Acceleration

The Institutional Trustee, as holder of the Debentures, may
accelerate payment of the principal and accrued and unpaid interest on the
Debentures only upon the occurrence and continuation of a Declaration
Event of Default or Indenture Event of Default, which generally are
limited to payment defaults, breaches of certain covenants, certain events
of bankruptcy, insolvency and reorganization of the Company and certain
events of dissolution of the Trust. See "Description of the Trust
Preferred Securities -- Declaration Events of Default." Accordingly,
there is no right to acceleration upon default by the Company of its
payment obligations under the Guarantee.

Trading Price of the Trust Preferred Securities

The Trust Preferred Securities may trade at a price that does not
fully reflect the value of accrued but unpaid interest with respect to the
underlying Debentures. A holder who disposes of his Trust Preferred
Securities between record dates for payments of distributions thereon will
be required to include accrued but unpaid interest on the Debentures
through the date of disposition in income as ordinary income (i.e.,
interest or, possibly, OID), and to add such amount to his adjusted tax
basis in his pro rata share of the underlying Debentures deemed disposed
of. To the extent the selling price is less than the holder's adjusted
tax basis, a holder will recognize a loss. See "Certain Federal Income
<PAGE>
Consequences -- Trust Preferred Securities -Interest Income and Original
Issue Discount" and "-- Sales, Exchanges or other Dispositions of Trust
Preferred Securities."

THE COMPANY

Ingersoll-Rand manufactures and sells primarily nonelectrical
machinery and equipment. Principal products include the following:

Air balancers Golf cars
Air compressors & accessories Hoists
Air dryers Industrial pumps
Air logic controls Lubrication equipment
Air motors Material handling equipment
Air tools Monitoring drills
Architectural hardware trim Needle roller bearings
Asphalt compactors Paving equipment
Automated-parts washing Pneumatic cylinders
systems
Automated production systems Pneumatic valves
Automated components Portable compressors
Ball bearings Portable generators
Blasthole drills Portable light towers
Compact hydraulic excavators Road-building machinery
Construction equipment Rock drills
Diaphragm pumps Rock stabilizers
Door closers Roller bearings
Door hardware Rotary drills
Door locks Rough-terrain forklifts
Engineered pumps Skid-steer loaders
Engine-starting systems Soil compactors
Exit devices Spray-coating systems
Extrusion pump systems Utility vehicles
Fastener-tightening systems Waterjet-cutting systems
Fluid-handling equipment Water well drills
Winches

These products are sold primarily under the Company's name and also
under other names including ABG, Aro, Blaw-Knox, Bobcat, Centac, Charles
Maire, Club Car, Ecoair, Fafnir, Ingersoll-Dresser Pumps, Jeumont-
Schneider Pumps, LCN, McCartney, Melroe, Montabert, NREC, Newman Tonks,
Pacific, Pleuger, Schlage, Steelcraft, Torrington, Von Duprin,
Worthington and Zimmerman.
<PAGE>
The Company employs approximately 47,000 people. It has over 100
manufacturing plants throughout the world.

During the last three years, the Company has been involved in an
aggressive acquisition and divestment program. The larger acquisitions
included the following:

-- the May 1995 acquisition of Clark Equipment Company for
approximately $1.5 billion in cash.

-- the April 1997 acquisition of Newman Tonks Group PLC for
approximately $376 million. Newman Tonks Group PLC is based in
the United Kingdom and is a leading manufacturer, specifier,
and supplier of a wide range of branded architectural products
in the building industry.

The larger divestitures included:

-- the February 1997 sale of the Company's Clark-Hurth Group to
Dana Corporation for approximately $260.0 million.

-- the March 1996 sale of the Company's Pulp Machinery Division
for approximately $122.3 million to Beloit Corporation, a
subsidiary of Harnischfeger Industries, Inc.

-- the December 1996 sale of the remainder of the Process
Systems Group for approximately $58 million in cash to Gencor
Industries, Inc.

Pursuant to a Stock Purchase Agreement dated as of September 12,
1997, the Company has agreed to purchase from Westinghouse Electric
Corporation all the outstanding capital stock of Thermo King, together
with other equity interests and assets related to Thermo King, for an
aggregate purchase price of approximately $2.56 billion. Thermo King
designs, manufactures and distributes transport temperature control
systems and service parts for a variety of mobile applications,
including trailers, truck bodies, sea-going containers, buses and
light rail cars.

THE TRUST

The Trust is a statutory business trust formed under Delaware law
pursuant to (i) a trust agreement, dated as of August 18, 1997, executed
by the Sponsor and certain of the Ingersoll-Rand Trustees and (ii) the
filing of a certificate of trust with the Secretary of State of the State
of Delaware on August 18, 1997. Such trust agreement will be amended and
restated in its entirety substantially in the form filed as an exhibit to
the Registration Statement of which this Prospectus Supplement forms a
part. The Declaration will be qualified as an indenture under the Trust
Indenture Act. Although upon issuance of the Trust Preferred Securities,
the holders of Income PRIDES will be the beneficial owners of the related
Trust Preferred Securities, such Trust Preferred Securities will be
pledged with the Collateral Agent to secure the obligations of the holders
under the related Purchase Contracts. See "Description of the Purchase
Contracts -- Pledged Securities and Pledge Agreement" and "Description of
the Trust Preferred Securities -- Book-Entry Only Issuance-The Depository
<PAGE>
Trust Company." The Company will directly or indirectly acquire Common
Securities in an aggregate liquidation amount equal to 3% of the total
capital of the Trust. The Trust exists for the exclusive purposes of (i)
issuing the Trust Securities representing undivided beneficial ownership
interests in the assets of the Trust, (ii) investing the proceeds of the
Trust Securities in the Debentures and (iii) engaging in only those other
activities necessary or incidental thereto. The Trust has a term of
approximately seven years, but may dissolve earlier as provided in the
Declaration.

The number of Ingersoll-Rand Trustees initially is five. Three of
the Ingersoll-Rand Trustees (the "Regular Trustees") are persons who are
employees or officers of or who are affiliated with the Company. Pursuant
to the Declaration, the fourth trustee will be a financial institution
that is unaffiliated with the Company, which trustee serves as
institutional trustee under the Declaration and as indenture trustee for
the purposes of compliance with the provisions of the Trust Indenture Act
(the "Institutional Trustee"). The fifth trustee __________, a financial
institution that is unaffiliated with the Company, will serve as the
Delaware Trustee, until removed or replaced by the holder of the Common
Securities. For the purpose of compliance with the provisions of the
Trust Indenture Act, ________________________ will act as trustee (the
"Guarantee Trustee") under the Guarantee. See "Description of the
Guarantee" and "Description of the Trust Preferred Securities -- Voting
Rights."

The Institutional Trustee will hold title to the Debentures for the
benefit of the holders of the Trust Securities and the Institutional
Trustee will have the power to exercise all rights, powers and privileges
under the Indenture as the holder of the Debentures. In addition, the
Institutional Trustee will maintain exclusive control of a segregated non-
interest bearing bank account (the "Property Account") to hold all
payments made in respect of the Debentures for the benefit of the holders
of the Trust Securities. The Institutional Trustee will make payments of
distributions and payments on liquidation, redemption and otherwise to the
holders of the Trust Securities out of funds from the Property Account.
The Guarantee Trustee will hold the Guarantee for the benefit of the
holders of the Trust Preferred Securities. The Company, as the direct or
indirect holder of all the Common Securities, will have the right to
appoint, remove or replace any Ingersoll-Rand Trustee and to increase or
decrease the number of Ingersoll-Rand Trustees; provided, however, that
the number of Ingersoll-Rand Trustees shall be at least three, a majority
of which shall be Regular Trustees. The Company will pay all fees and
expenses related to the Trust and the offering of the Trust Securities.
See "Description of the Debentures -- Miscellaneous."

The rights of the holders of the Trust Preferred Securities,
including economic rights, rights to information and voting rights, are
set forth in the Declaration, the Delaware Business Trust Act, as amended
(the "Trust Act"), and the Trust Indenture Act. See "Description of the
Trust Preferred Securities."
<PAGE>
The trustee in the State of Delaware currently is Mark A. Ferrucci,
c/o The Corporation Trust Company, 1209 Orange Street, Wilmington,
Delaware 19801. The principal place of business of the Trust shall be c/o
Ingersoll-Rand Company, 200 Chestnut Ridge Road, Woodcliff Lake, New
Jersey 07675, and its telephone number shall be (201) 573-0123.

USE OF PROCEEDS

All or substantially all of the proceeds from the sale of the Income
PRIDES, of which the Trust Preferred Securities are a component, will be
invested by the Trust in the Debentures, and the remainder, if any, will
be paid to the Company. The net proceeds from such sale, estimated to be
approximately $ million, ultimately will be used by the Company for
capital expenditures, acquisitions and other general corporate purposes,
including, without limitation, the acquisition of Thermo King. Funds not
required immediately for such purposes may be invested in short-term
obligations or used to reduce the future level of the Company's commercial
paper obligations.
<PAGE>
PRICE RANGE OF COMMON STOCK AND DIVIDENDS

The Common Stock is listed and traded on the NYSE, the London Stock
Exchange and the Amsterdam Stock Exchange under the symbol "IR." The
following table sets forth, for the periods indicated, the high and low
sales prices in dollars per share of the Common Stock, as adjusted for the
3-for-2 stock split paid on September 2, 1997, as reported in the NYSE
Composite Transactions Tape.
<TABLE>
<CAPTION>
Market Price
-------------------------------------------------------------
High Low
------------------------------ -----------------------------

<S> <C> <C>
Fiscal 1995
First Quarter . . . . . . . . . . . . . . . . . . . . . . . . . 22-5/8 18-7/8
Second Quarter . . . . . . . . . . . . . . . . . . . . . . . . 26-1/4 21-3/4
Third Quarter . . . . . . . . . . . . . . . . . . . . . . . . . 28-1/4 23-3/4
Fourth Quarter . . . . . . . . . . . . . . . . . . . . . . . . 25-3/4 22-3/8

Fiscal 1996
First Quarter . . . . . . . . . . . . . . . . . . . . . . . . . 28-9/16 23-3/8
Second Quarter . . . . . . . . . . . . . . . . . . . . . . . . 29-9/16 24-13/16
Third Quarter . . . . . . . . . . . . . . . . . . . . . . . . . 31-5/8 25-1/4
Fourth Quarter . . . . . . . . . . . . . . . . . . . . . . . . 31-3/4 27-1/16

Fiscal 1997
First Quarter . . . . . . . . . . . . . . . . . . . . . . . . . 32-7/8 28-9/16
Second Quarter . . . . . . . . . . . . . . . . . . . . . . . . 41-3/4 27-13/16
Third Quarter . . . . . . . . . . . . . . . . . . . . . . . . . 45-9/16 37-1/2
Fourth Quarter (through ________, 1997) . . . . . . . . . . . .
</TABLE>

A recent closing sale price for the Common Stock as reported on the
NYSE Composite Transactions Tape is set forth on the cover page of this
Prospectus Supplement.

Subject to the rights of holders of the Company's preference stock,
without par value (the "Preference Stock"), the Board of Directors may, in
its discretion, out of funds legally available for the payment of
dividends and at such times and in such manner as determined by the Board
of Directors, declare and pay dividends on the Common Stock.
<PAGE>
CONDENSED CONSOLIDATED CAPITALIZATION

The following table summarizes (i) the actual capitalization of the
Company and its consolidated subsidiaries at June 30, 1997, as adjusted
for the 3- for-2 stock split paid on September 2, 1997, (ii) the
acquisition of Thermo King and the financing thereof and (iii) such
capitalization as adjusted to reflect (a) the sale of the FELINE PRIDES
offered hereby (based on an assumed aggregate public offering price of
$50 per Security), (b) the concurrent purchase by the Trust from the
Company of $600,000,000 principal amount of Debentures and (c) an
assumed application of the proceeds from the foregoing, after estimated
underwriting commissions and estimated expenses of this offering, to
repay indebtedness.

<TABLE>
<CAPTION>
As of June 30, 1997
----------------------------------------------------------------------
Pro Forma Pro Forma
Adjusted Adjustments Adjustments
Historical for for
Amounts At Thermo King Issuance of Pro Forma as
June 30, 1997 Acquisition Feline Prides Adjusted
---------------- --------------- ---------------- --------------
(in millions of dollars)

<S> <C> <C> <C> <C>
Cash, cash equivalents and short-term
investments . . . . . . . . . . . . . . . . $ 173.4 $ (100.0)(2) $ $ 73.4
========= ======== =========== ==========
Loans payable and commercial paper . . . . . . . . . $ 167.8 $ 896.9 $ (572.8)(3) $ 491.9
Long-term debt . . . . . . . . . . . . . . . . . . . 1,164.9 1,601.8 2,766.7
-------- ------- ------- ---------
Total debt . . . . . . . . . . . . . . . . 1,332.7 2,498.7(2) (572.8) 3,258.6
Minority interest . . . . . . . . . . . . . . . . . . 128.1 3.0 131.1
-------- -------- ------- ---------
Company obligated mandatorily redeemable
preferred securities of subsidiary
holding solely debentures of Company 600.0(4) 600.0
Shareholders' Equity:
Common Stock . . . . . . . . . . . . . . . 222.7(1) 222.7
Capital in excess of par . . . . . . . . . . 181.2(1) (27.2)(5) 154.0
Retained earnings . . . . . . . . . . . . . 2,014.5 2014.5
--------- -------- ------- ---------
2,418.4 (27.2) 2,391.2
Unallocated LESOP shares, at cost . . . . . (47.5) (47.5)
Treasury stock, at cost . . . . . . . . . . (11.4) (11.4)
Foreign currency equity adjustment . . . . . (127.7) (127.7)
-------- -------- ------- --------
Total shareholders' equity . . . . . . . . . 2,231.8 (27.2) 2,204.6
--------- -------- -------- --------
Total capitalization . . . . . . . . . . . $3,692.6 $2,501.7 $ $ 6,194.3
======== ======== ======== =========<PAGE>
____________________
<FN>
(1) The "Historical Amounts" have been adjusted to reflect the effect
of the Company's 3 - for - 2 stock split, which was paid on
September 2, 1997.
(2) Assumes that the $2.56 billion acquisition of Thermo King will be
satisfied by the initial issuance of $2.46 billion of debt, the use
of $100 million of existing cash, the assumption of $10.7 million
of existing Thermo King debt and the financing of approximately
$28 million for the fees and expenses associated with acquisition.
(3) Reflects the use of the anticipated net proceeds from the issuance
of the FELINE PRIDES to reduce short term acquisition debt.
(4) Assumes Underwriter's over-allotment option is exercised in full.
(5) Reflects certain issuance costs of the FELINE PRIDES and the
present value of the Contract Adjustment Payments.
</TABLE>

ACCOUNTING TREATMENT

The financial statements of the Trust will be reflected in the
Company's consolidated financial statements, with the Trust Preferred
Securities shown on the Company's balance sheet as Company Obligated
Mandatorily Redeemable Preferred Securities of Subsidiary Holding Solely
Debentures of Company. The financial statement footnotes to the Company's
consolidated financial statements will reflect that the sole asset of the
Trust will be the Debentures due ___________, 2002 of the Company.
Dividends on the Trust Preferred Securities will be reflected as a charge
to the Company's consolidated income, identified as Minority Interest in
Income, whether paid or accrued.

The Purchase Contracts are forward transactions in the Company's
common equity. Upon settlement of a Purchase Contract, the Company will
receive the Stated Amount on such Purchase Contract and will issue the
requisite number of shares of Common Stock. The Stated Amount thus
received will be credited to shareholders' equity allocated between the
common stock and paid in capital accounts. At the date of issuance, the
present value of the Contract Adjustment Payments, if any, will initially
be charged to equity, with an offsetting credit to liabilities.
<PAGE>
SELECTED CONSOLIDATED FINANCIAL DATA

<TABLE>
<CAPTION>
Six Months Ended
June 30, Years Ended December 31,
--------------------------- ----------------------------------------------------------

1997 1996 1996 1995 1994 1993 1992
---------- ----------- ---------- ---------- ----------- ---------- ----------

(in millions of dollars, except per share data)
(unaudited)
----------------- ----------------------------------------------------------------------
<S> <C> <C> <C> <C> <C> <C> <C>

Net sales . . . . . . . . . . . . . $ 3,476.8 $ 3,366.7 $ 6,702.9 $ 5,729.0 $ 4,507.5 $ 4,021.1 $ 3,783.8
Cost of goods sold . . . . . . . . 2,583.9 2,546.7 5,029.9 4,310.2 3,377.1 3,021.7 2,961.9
Administrative, selling and
service
engineering
expenses . . . . . . . . 516.7 493.1 989.5 921.8 753.4 707.9 646.7
Operating income . . . . . . . . . 376.2 326.9 683.5 497.0 377.0 291.5 175.2
Interest expense . . . . . . . . . (57.0) (63.4) (119.9) (86.6) (43.8) (52.0) (54.1)
<PAGE>

Other income (expense), net . . . . (7.5) (1.9) (1.0) 9.4 (14.7) (7.5) (0.7)
Dresser-Rand income . . . . . . . . 9.5 7.5 23.0 22.0 24.6 33.1 27.6
Ingersoll-Dresser Pump
minority interest . . . . (9.7) (4.3) (17.3) (12.7) (13.2) (11.6) 35.0
Earnings before income
taxes and the
effect of
accounting changes . . . 311.5 264.8 568.3 429.1 329.9 253.5 183.0
Provision for income taxes . . . . 122.1 98.0 210.3 158.8 118.8 90.0 67.4
------- ------- ------- ------- ------- ------- -------
Earnings before the effect
of accounting
changes . . . . . . . . . 189.4 166.8 358.0 270.3 211.1 163.5 115.6
Effect of accounting
changes (net of
income tax
benefits) . . . . . . . . -- -- -- -- -- (21.0) (350.0)
======= ======= ======= ======= ======= ======= =======

Net earnings (loss) . . . . . . . . $ 189.4 $ 166.8 $ 358.0 $ 270.3 $ 211.1 $ 142.5 $ (234.4)

Total assets . . . . . . . . . . . $ 5,903.7 $ 5,695.8 $ 5,621.6 $ 5,563.3 $ 3,596.9 $ 3,375.3 $ 3,387.6
Long-term debt . . . . . . . . . . 1,164.9 1,303.7 1,163.8 1,304.4 315.9 314.1 355.6
Shareholders' equity . . . . . . . 2,231.8 1,927.5 2,090.8 1,795.5 1,531.3 1,349.8 1,293.4
Earnings (loss) per common share <F1> 1.75 1.56 3.33 2.55 2.00 1.36 (2.25)
Earnings (loss) per common share <F2> 1.16 1.04 2.22 1.70 1.33 0.91 (1.50)
Dividends per common share <F1> . . 0.41 0.37 0.78 0.74 0.72 0.70 0.69
Dividends per common share <F2> . . 0.27 0.25 0.52 0.49 0.48 0.47 0.46

____________________
<FN>
<F1> Prior to the 3-for-2 stock split.
<F2> Restated to give effect to the 3-for-2 stock split.
</TABLE>

<PAGE>
MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION
AND RESULTS OF OPERATIONS

Results of Operations

Six Months Ended June 30, 1997 Compared to Six Months Ended June 30, 1996

The Company's results for the first six months of the year reflected
improvement over the comparable period last year. Net sales totaled $3.5
billion, a 3.3-percent increase over 1996's six-month total. Operating
income amounted to $376.2 million for an improvement of 15.1 percent over
the $326.9 million total for the first half of the prior year. Net
earnings for the period amounted to $189.4 million which is 13.5 percent
greater than last year's six-month total of $166.8 million.

The improvement for the first half of the year is even more
impressive after the elimination of the following noncomparable items from
both periods:

-- the first quarter of 1997 contains operating income of $2.7 million
from the Clark-Hurth Components Group (sold on February 14, 1997)
from the results of the group and the sale transaction. However,
due to the differences between the book and tax basis of the net
assets sold, this resulted in a net after-tax loss of approximately
$3.6 million;

-- the second quarter of 1997 includes the results of Newman Tonks
Group PLC ("Newman Tonks") which reported sales of approximately $84
million and operating income of approximately $1 million (after the
effect of estimated purchase accounting adjustments);

-- the second quarter of 1997 also includes a charge of $8.0 million
for the writedown of certain assets being held for sale;

-- the first six months of 1996 included the following:

(i) an operating income benefit of approximately $45 million from
the sale of the Pulp Machinery Division, which increased net
earnings by approximately $28 million;

(ii) a charge to operating income of approximately $25 million for
the realignment of the Company's foreign operations and for the
abandonment of selected European product lines. These actions
reduced net earnings by approximately $15.5 million;

(iii) a charge to operating income of $5.4 million by Ingersoll-
Dresser Pump Company ("IDP") for the closing of a steel
foundry, which reduced net earnings by approximately $2
million;

(iv) sales during the first six months of 1996 for the Clark-Hurth
Components Group (which was sold on February 14, 1997) totaled
<PAGE>
approximately $184 million and contributed approximately $3.4
million of operating income to the Company;

(v) the Process Systems Group was sold in two pieces during 1996.
The Pulp Machinery Division was sold at the end of the first
quarter last year and the remaining units were sold effective
September 30, 1996. This group generated approximately $67
million of product sales during the first half of 1996 which
resulted in approximately $3.6 million in operating income for
the Company; and

(vi) a gain on the sale of an investment which benefited other
income by $4.8 million ($3.0 million after-tax).

A comparison of key income statement amounts between the first half
of both years is as follows:

Net sales for the first half of 1997 were $110.1 million above last
year's first half. Excluding noncomparable units from both periods,
adjusted sales for the first six months of 1997 increased approximately
seven percent over last year's adjusted first half total.

The ratio of cost of goods sold to sales for the first two quarters
of 1997 reflected an improvement over the reported 1996 six month ratio.
Excluding noncomparable items from both periods, the adjusted ratio of
cost of goods sold to sales reflected a marked improvement in 1997, when
compared to 1996.

Partial liquidation of LIFO (last in, first out) inventories during
the first half of 1997 lowered cost of goods sold by $1.4 million compared
to reductions of $2.3 million during the first six months of 1996.

The ratio of administrative, selling and service engineering
expenses to sales was 14.9 percent for the first six months of 1997, as
compared to 14.6 percent for the first half of 1996. This minor
deterioration is primarily attributed to the inclusion of the results of
Newman Tonks, which traditionally has had a higher ratio of selling and
administration expenses to sales than the Company's historical lines.

Operating income for the first six months of 1997 was $49.3 million
higher than last year's first half total. The ratio of operating income
to sales in 1997 was 10.8 percent, as compared to 9.7 percent for the
first six months of the prior year. After excluding the noncomparable
items (previously discussed) from both periods, the adjusted 1997
operating income reflects a marked improvement over the adjusted 1996
figure. This improvement is the effect of an improved economy and the
Company's aggressive productivity improvement programs.

Other income (expense), net, aggregated $7.5 million of expense for
the six months ended June 30, 1997, as compared to $1.9 million of expense
in the first half of 1996. This unfavorable change is almost entirely
attributed to the $4.8 million gain on the sale of an investment during
the first quarter of 1996. Reductions in losses from foreign exchange
activities during the first six months of 1997 versus the comparable
<PAGE>
period of 1996 were offset by lower earnings from partially-owned equity
companies and a minor increase in miscellaneous expenses.

The Company's pretax profits for its 49 percent interest in Dresser-
Rand Company totaled $9.5 million for the first half of 1997, reflecting
an improvement over the $7.5 million reported for the first six months of
1996.

The IDP minority interest charge totaled $9.7 million for the first
six months of 1997 versus $4.3 million for last year's first half, which
was after the effect of last year's first quarter foundry closing costs of
approximately $2.0 million.

Interest expense for the first six months of the year totaled $57.0
million, which represents a $6.4 million reduction from the $63.4 million
for the first half of last year, reflecting the lower debt levels in 1997.

The Company's effective tax rate for the first half of 1997 was 39.2
percent. Taxes of $7.2 million relating to the sale of Clark-Hurth
Components Group resulted in an effective first-quarter rate of 40.9
percent. The effective tax rate for both the first half and full year of
1996 was 37 percent. The projected effective tax rate for the remaining
two quarters of 1997 is estimated at 38 percent.

The consolidated results for the first half of the year benefited
from the combination of business improvements in a number of the Company's
domestic markets (including automotive, construction, and general
industrial) and a continued emphasis on the Company's productivity-
improvement programs and prior year restructuring actions. Incoming
orders for the first half of the year totaled $3.6 billion, which was
approximately $114 million (or 3.3 percent) above last year's six month
total.

Bookings for the second quarter excluding noncomparable businesses,
reflected an overall increase of nine percent. Bookings in the United
States were up 11 percent, and international orders were up six percent
from last year, despite an unfavorable currency impact of approximately
five percent. The Company's backlog of orders at June 30, 1997, believed
by it to be firm, was $1.4 billion. The Company estimates that
approximately 90 percent of the backlog will be shipped during the next
twelve months.

Fiscal Year 1996 Compared to Fiscal Year 1995

Sales for 1996 totalled $6.7 billion, which generated $683.5 million
of operating income and $358.0 million of net earnings (or $3.33 per share
of Common Stock). These results include a full year's benefit of the May
31, 1995, acquisition of Clark Equipment Company ("Clark"). The Company's
1996 results, excluding the positive effect of the Clark acquisition, also
established Company records.

The 1996 year included a net benefit of $12.6 million to the
Company's operating income relating to the following items:
<PAGE>
- the sales of the Process Systems Group, which generated $55 million
of operating income ($34.7 million after-tax);

- a charge of $30 million to operating income for the realignment of
the Company's foreign operations ($18.9 million after-tax);

- a charge of $7 million to operating income associated with the exit
or abandonment of selected European product lines ($4.5 million
after-tax); and

- a $5.4 million charge to operating income to close an IDP steel
foundry (approximately $2.0 million after-tax).

A comparison of key financial data between 1996 and 1995 follows:

- Net sales in 1996 established a record at $6.7 billion, reflecting a
17-percent improvement over 1995's total of $5.7 billion. Sales for
1996, excluding Clark, exceeded 1995's total by approximately six
percent.

- Cost of goods sold in 1996 was 75.0 percent of sales compared to
75.2 percent in 1995. Partial liquidations of LIFO inventory
lowered 1996 costs by $4.8 million ($2.9 million after-tax, or three
cents per share of Common Stock) as compared to a $3.4 million ($2.1
million after-tax, or two cents per share of Common Stock)
liquidation in 1995. Excluding the effects of the LIFO
liquidations, the 1996 cost of goods sold relationship to sales
would have been 75.1 percent versus 75.3 percent for 1995.
Excluding Clark's results and the effect of the noncomparable items
from 1996 and 1995, the relationship of cost of goods sold to sales
improved slightly in 1996.

- Administrative, selling and service engineering expenses were 14.8
percent of sales in 1996, compared to 16.1 percent for 1995. This
marked improvement reflects the net benefit of the Company's cost-
containment and productivity-improvement programs, which more than
offset the effects of inflation on salaries, benefits, materials and
other similar items. The full year effect of the Clark acquisition
did not cause a disproportionate benefit to the 1996 improvement.

- Operating income for the year totalled $683.5 million, a 37.5-
percent increase over 1995's operating income of $497.0 million.
Excluding Clark's results, operating income in 1996 totalled $527.9
million, reflecting a 21.3-percent increase over 1995's level
without Clark. In addition, the noncomparable items in 1996
contributed a $12.6-million benefit to operating income. Excluding
these items and Clark's results, operating income for the year
reflected an 18-percent improvement over 1995.

- Interest expense for the year totalled $119.9 million. The interest
expense reported for 1996 was almost evenly divided between interest
expense from the combined operations of Ingersoll-Rand and Clark,
and interest expense associated with the Clark acquisition.
Interest expense for 1995 totalled $86.6 million.
<PAGE>
- Other income (expense), net, is essentially the sum of three
activities: (i) foreign exchange, (ii) equity interests in
partially-owned equity companies, and (iii) other miscellaneous
income and expense items. In 1996, these activities resulted in a
net expense of $1.0 million, an unfavorable change of $10.4 million
compared to 1995's net other income of $9.4 million. A review of
the components of this category shows that:

- foreign exchange activity for 1996 totalled $4.8 million of
losses, as compared to $6.2 million of losses in 1995;

- earnings from equity interests in partially-owned equity
companies were approximately $8 million lower than 1995's
level; and

- other net miscellaneous expense items were approximately $3.8
million higher than the prior year's level, principally due to
miscellaneous foreign taxes not based on income.

- The Company's pretax profits from its interest in Dresser-Rand for
1996 totalled $23.0 million, a modest improvement over the $22.0
million in the prior year. Dresser-Rands's results included a
disappointing 1996 fourth quarter, which was adversely affected by
cost overruns on a few major orders, higher legal expenses and an
increase in foreign taxes.

- IDP is a partnership between the Company and Dresser, in which the
Company owns the majority interest. In 1996, the minority interest
charge was $17.3 million, as compared to the 1995 charge of $12.7
million. This charge reflects the portion of IDP's earnings that
was allocable to Dresser and indicates that IDP's earnings in 1996
were significantly higher than those reported for 1995.

- The Company's effective tax rate for 1996 was 37.0 percent, which is
consistent with the prior year. The variance from the 35.0 percent
statutory rate was due primarily to the higher tax rates associated
with foreign earnings, the effect of state and local taxes, and the
nondeductibility of the goodwill associated with acquisitions.

Fiscal Year 1995 Compared to Fiscal Year 1994

Sales for 1995 exceeded $5.7 billion, which generated $497 million
of operating income and $270 million of net earnings ($2.55 per share of
Common Stock). These results included our successful acquisition of
Clark, effective June 1, 1995. Our 1995 results, before considering the
positive benefits from the Clark acquisition, would have also established
Company records.

The Clark acquisition added more than $1 billion of sales on an
annualized basis to the Company's results. Products included Melroe's
Bobcat skid-steer loaders and compact excavators, Clark-Hurth axles and
transmissions (sold February 1997), Blaw-Knox pavers and Club Car golf
cars and utility vehicles.

A comparison of key financial data between 1995 and 1994 follows:
<PAGE>
- Net sales in 1995 established a record at $5.7 billion, reflecting a
27-percent improvement over 1994's total of $4.5 billion. Sales for
1995, excluding Clark, exceeded last year's total by approximately
ten percent, and also established a new record.

- Cost of goods sold in 1995 was 75.2 percent of sales compared to
74.9 percent in 1994. Partial liquidations of LIFO inventory
lowered 1995 costs by only $3.4 million ($2.1 million after-tax, or
two cents per share) as compared to an $11.6 million ($7.1 million
after-tax, or seven cents per share) liquidation in 1994. Excluding
the effects of the LIFO liquidations, the 1995 cost of goods sold
percentage relationship to sales would have been 75.3 percent versus
75.2 percent for 1994. The percentage of cost of goods sold to
sales improved approximately one percent, excluding Clark and the
loss on the paving business (a preacquisition requirement) from the
calculation. This reduction represents the benefits derived from
the Company's continuing productivity-improvement and reengineering
programs.

- Administrative, selling and service engineering expenses were 16.1
percent of sales in 1995, compared to 16.7 percent for 1994. The
marked improvement was due to the continued effect of the Company's
efforts from productivity-improvement programs and the benefit of
leverage from the increased sales volume, which were large enough to
offset the effects of inflation for salaries, services, etc. The
effect of the Clark acquisition did not have a material impact on
these percentages in 1995.

- Operating income for 1995 totalled $497.0 million, a 32-percent
increase over 1994's operating income of $377.0 million. Operating
income in 1995, without Clark-related activities, totalled $435.1
million, reflecting a 15-percent increase over 1994's level.

- Interest expense for 1995 totalled $86.6 million, which was almost
double 1994's level. Interest costs associated with Clark's
existing debt and its acquisition totalled $47.7 million. The
Company's interest expense, without Clark, would have been $38.9
million, an 11.2-percent reduction from the Company's 1994 interest
expense total of $43.8 million. This was the result of lower
interest rates and the Company's aggressive asset-management
program.

- Other income (expense), net, is essentially the sum of three
activities: (i) foreign exchange, (ii) equity interests in
partially-owned equity companies, and (iii) other miscellaneous
income and expense items. In 1995, this category netted to an
income balance of $9.4 million, a favorable change of $24.1 million
over 1994's net expense of $14.7 million. A review of the
components of this category shows that:

- foreign exchange activity for 1995 totalled $6.2 million of
losses, as compared to the $6.1 million of losses in 1994;
<PAGE>
- earnings from equity interests in partially-owned equity
companies were approximately $12.5 million higher than 1994's
level, which included a loss on the sale of a partially-owned
Company; and

- other net miscellaneous expense items were approximately one-
half the 1994 level, principally due to higher gains on the
sale of fixed assets, higher royalty earnings and a favorable
benefit from the activities of the Clark units.

- The Company's pretax profits from its interest in Dresser-Rand for
1995 totalled $22.0 million, as compared to $24.6 million in 1994.
The reduction is primarily attributed to lower sales volumes in
1995, when compared to 1994. However, Dresser-Rand began 1996 with
a backlog in excess of $950 million.

- In 1995, the minority interest charge for IDP was $12.7 million, as
compared to the 1994 charge of $13.2 million. This charge reflects
the portion of IDP's earnings that was allocable to our joint-
venture partner and indicates that IDP's earnings in 1995 were lower
than in 1994.

- The Company's effective tax rate for 1995 was 37.0 percent, which
represents a slight increase over the 36.0 percent reported for
1994. The variance from the 35.0 percent statutory rate was due
primarily to the higher tax rates associated with foreign earnings,
the effect of state and local taxes, and the nondeductibility of the
goodwill associated with the Clark acquisition.

Liquidity and Capital Resources

In the first six months of the year, the Company completed the sale
of the Clark-Hurth Components Group on February 14, 1997, and the
acquisition of Newman Tonks, on April 3, 1997. The cash proceeds from the
Clark-Hurth Components Group disposition were approximately $242 million
and the cash cost of the Newman Tonks acquisition was approximately $370
million. During the first half of 1997, the Company's working capital
decreased approximately $144 million to $1.1 billion from the December 31,
1996 balance. The current ratio at June 30, 1997 was 1.8 to one, which is
lower than the 2.0 to one at the end of last year. These reductions are
primarily attributed to the Company's divestitures and acquisitions
program during the first six months of the year.

The Company's cash and cash equivalents decreased by $10.7 million
during the first six months of 1997 to $173.4 million from $184.1 million
at December 31, 1996. The reduction in cash and cash equivalents includes
the movements due to the Company's acquisitions and dispositions.

In evaluating the net change in cash and cash equivalents, cash
flows from operating, investing and financing activities, and the effect
of exchange rate movements must be considered. Cash flows from operating
activities provided $181.0 million, investing activities used $142.1
million and financing activities used $62.1 million. Exchange rate
<PAGE>
changes during the first six months of 1997 increased cash and cash
equivalents by $12.5 million.

Receivables totaled $1.2 billion at June 30, 1997, which represents
a $150.6 million increase over the amount reported at December 31, 1996.
The increase was attributed to strong second quarter sales and $63.2
million from the acquisition of Newman Tonks, partially offset by the
effect of foreign currency translation.

Inventories totaled $811.7 million at June 30, 1997, which
represents an increase of $36.6 million over the year-end balance of
$775.1 million. The net increase is the result of a $68 million increase
related to the Newman Tonks acquisition and reductions due to strong
second-quarter sales and the effect of exchange rates applicable to
international inventories.

Intangible assets increased by a net amount of $292 million during
the first six months of 1997 due primarily to the acquisition of Newman
Tonks, reduced by scheduled amortization.

Long term debt, including current maturities, at June 30, 1997,
totaled $1.3 billion. The Company's debt-to-total capital ratio
(excluding minority interest) improved to 37 percent at June 30, 1997,
which represents a two percentage point improvement over the 39 percent
ratio at December 31, 1996 despite the effect of the acquisition of
Newman Tonks.

During the first six months of 1997, foreign currency translation
adjustments resulted in a net decrease of approximately $51.9 million in
shareowners' equity, caused by the strengthening of the U.S. dollar
against other currencies. Currency changes in Belgium, France, Germany,
Italy, Japan, Netherlands, Spain, Switzerland and the United Kingdom,
accounted for almost all of this change. The translation of accounts
receivable and inventories were the principal balance sheet items affected
by the currency fluctuations since year end.

Pursuant to a Stock Purchase Agreement dated as of September 12,
1997, the Company has agreed to purchase from Westinghouse Electric
Corporation all the outstanding capital stock of Thermo King, together
with other equity interests and assets related to Thermo King, for an
aggregate purchase price of approximately $2.56 billion. Thermo King
designs, manufactures and distributes transport temperature control
systems and service parts for a variety of mobile applications,
including trailers, truck bodies, sea-going containers, buses and
light rail cars. See "Condensed Consolidated Capitalization," for
a further discussion of the Thermo King acquisition.
<PAGE>
DESCRIPTION OF THE FELINE PRIDES

The following descriptions of certain terms of the FELINE PRIDES
offered hereby supplements, and to the extent inconsistent therewith
replaces, the description of the general terms and provisions of the
FELINE PRIDES set forth in the accompanying Prospectus, to which reference
is hereby made. The summaries of certain provisions of documents described
below are not necessarily complete, and in each instance reference is
hereby made to the copies of such documents (including the definitions
therein of certain terms) which are on file with the Commission. Wherever
particular sections of, or terms defined in, such documents are referred
to herein, such sections or defined terms are incorporated by reference
herein. Capitalized terms not defined herein have the meanings assigned to
such terms in the accompanying Prospectus.

Each FELINE PRIDES will be issued under the Purchase Contract
Agreement between the Company and the Purchase Contract Agent. Each FELINE
PRIDES offered hereby initially will consist of a unit (referred to as an
Income PRIDES) with a Stated Amount of $50 comprised of (a) a Purchase
Contract under which (i) the holder (including, initially, the Underwriter)
will purchase from the Company on the Purchase Contract Settlement Date,
for an amount of cash equal to the Stated Amount, a number of newly issued
shares of Common Stock equal to the Settlement Rate described below under
"Description of the Purchase Contracts General," and (ii) the Company will
pay Contract Adjustment Payments, if any, to the holder, and (b) (i)
beneficial ownership of a related % Trust Preferred Security, having
a stated liquidation amount per Trust Preferred Security equal to the
Stated Amount, representing an undivided beneficial ownership interest in
the assets of the Trust, which will consist solely of the Debentures, (ii)
in the case of a distribution of the Debentures upon the dissolution of
the Trust as a result of an Investment Company Event, as described below,
or otherwise, Debentures having a principal amount equal to the Stated
Amount or (iii) in certain circumstances upon the occurrence of a Tax
Event Redemption, the Applicable Ownership Interest in the Treasury
Portfolio. "Applicable Ownership Interest" means, with respect to an
Income PRIDES and the U.S. Treasury Securities in the Treasury Portfolio,
(A) a 1/20, or 5%, undivided beneficial ownership interest in $1,000
principal amount of each such security which is a principal strip and
(B) for each scheduled interest payment date on the Debentures that
occurs after the Tax Event Redemption Date, a % undivided beneficial
ownership interest in $1,000 face amount of such security which is an
interest strip maturing on such date. The purchase price of each Income
PRIDES will be allocated between the related Purchase Contract and the
related Trust Preferred Security in proportion to their respective fair
market values at the time of purchase. The Company expects that, at the
time of issuance, the fair market value of each Trust Preferred Security
will be equal to $________ and the fair market value of each Purchase
Contract will be equal to $_______. Such position generally will be
binding on each beneficial owner of each Income PRIDES (but not on the
IRS). See "Certain Federal Income Tax Consequences--Income PRIDES--
Allocation of Purchase Price." As long as a FELINE PRIDES is in the form
of an Income PRIDES, the related Trust Preferred Securities or
<PAGE>
Treasury Portfolio, as applicable, will be pledged to the Collateral
Agent, to secure the holder's obligation to purchase Common Stock under
the related Purchase Contract.

Substitution of Pledged Securities

Each holder (including, initially, the Underwriter) of an Income
PRIDES (unless a Tax Event Redemption has occurred) will have the right,
at any time on or prior to the fifth Business Day immediately preceding
the Purchase Contract Settlement Date, to substitute for the related Trust
Preferred Securities held by the Collateral Agent Treasury Securities in
an aggregate principal amount equal to the aggregate stated liquidation
amount of such Trust Preferred Securities; provided that, if a Tax Event
Redemption has occurred and the Trust has given notice of redemption
setting forth the redemption date in respect of all of the Trust Preferred
Securities in the manner described under "Description of the Trust
Preferred Securities--Redemption Procedure", on or after the tenth Business
Day immediately preceding such redemption date, the Income PRIDES holder's
right to effect any such substitution will be terminated. Because Treasury
Securities are issued in integral multiples of $1,000, holders of Income
PRIDES may make such substitution only in integral multiples of 20 Income
PRIDES. Such Treasury Securities will be pledged with the Collateral Agent
to secure the holder's obligation to purchase Common Stock under the related
Purchase Contracts with respect to which Treasury Securities have been
substituted for the related Trust Preferred Securities as collateral to
secure such holder's obligation under the related Purchase Contracts.
FELINE PRIDES with respect to which Treasury Securities have been
substituted for the related Trust Preferred Securities as collateral to
secure such holder's obligation under the related Purchase Contracts will
be referred to as Growth PRIDES. To create 20 Growth PRIDES, the Income
PRIDES holder will (a) deposit with the Collateral Agent a Treasury
Security having a principal amount at maturity of $1,000 and (b) transfer
20 Income PRIDES to the Purchase Contract Agent accompanied by a notice
stating that the Income PRIDES holder has deposited a Treasury Security
with the Collateral Agent and requesting that the Purchase Contract Agent
instruct the Collateral Agent to release to such holder the 20 Trust
Preferred Securities relating to such 20 Income PRIDES. Upon such deposit
and receipt of an instruction from the Purchase Contract Agent, the
Collateral Agent will effect the release of the related 20 Trust
Preferred Securities from the pledge under the Pledge Agreement free and
clear of the Company's security interest therein to the Purchase Contract
Agent, which will (i) cancel the 20 Income PRIDES, (ii) transfer the 20
related Trust Preferred Securities to such holder and (iii) deliver 20
Growth PRIDES to the holder. The substituted Treasury Security will be
pledged with the Collateral Agent to secure the holder's obligation to
purchase Common Stock under the related Purchase Contracts. Each Growth
PRIDES will consist of a unit with a Stated Amount of $50 comprised of
(a) a Purchase Contract with respect to which (i) the holder will purchase
from the Company on the Purchase Contract Settlement Date or earlier for
an amount of cash equal to the Stated Amount of such Growth PRIDES, a
number of newly issued shares of Common Stock of the Company equal to the
Settlement Rate described herein, and (ii) the Company will pay the holder
Contract Adjustment Payments, if any, and (b) a 1/20 undivided beneficial
ownership interest in a related Treasury Security having a principal
<PAGE>
amount at maturity equal to $1,000 and maturing on the Business Day
immediately preceding the Purchase Contract Settlement Date. The related
Trust Preferred Securities released to the holder thereafter will trade
separately from the resulting Growth PRIDES. Contract Adjustment Payments,
if any, will be payable by the Company on the Growth PRIDES on each
Payment Date from the later of , 1997 and the last Payment
Date on which Contract Adjustment Payments, if any, were paid. In
addition, imputed interest will accrete on the related Treasury
Securities. Distributions on any Trust Preferred Securities, up to but not
including the Purchase Contract Settlement Date, including after a
substitution of collateral resulting in the creation of Growth PRIDES,
will continue to be payable by the Trust at the rate of % of the
Stated Amount per annum, subject to the Company's deferral rights
described in "-- Current Payments."

Holders who elect to substitute Pledged Securities, thereby creating
Growth PRIDES or recreating Income PRIDES (as discussed below), shall be
responsible for any fees or expenses payable in connection with such
substitution. See "Certain Provisions of the Purchase Contract Agreement
and the Pledge Agreement -- Miscellaneous."

Recreating Income Prides

On or prior to the fifth Business Day immediately preceding the
Purchase Contract Settlement Date a holder of Growth PRIDES may recreate
Income PRIDES (unless a Tax Event Redemption has occurred) by (a)
depositing with the Collateral Agent 20 Trust Preferred Securities and (b)
transferring 20 Growth PRIDES to the Purchase Contract Agent accompanied
by a notice stating that the Growth PRIDES holder has deposited 20 Trust
Preferred Securities with the Collateral Agent and requesting that the
Purchase Contract Agent instruct the Collateral Agent to release to such
holder the related Treasury Security. Upon such deposit and receipt of
instructions from the Purchase Contract Agent, the Collateral Agent will
effect the release of the related Treasury Security from the pledge of the
Pledge Agreement free and clear of the Company's security interest therein
to the Purchase Contract Agent, which will (i) cancel the 20 Growth
PRIDES, (ii) transfer such Treasury Security to such holder and (iii)
deliver 20 Income PRIDES to such holder; provided that, if a Tax Event
Redemption has occurred and the Trust has given notice of redemption
setting forth the redemption date in respect of all of the Trust Preferred
Securities in the manner described under "Description of the Trust
Preferred Securities--Redemption Procedure", on or after the tenth Business
Day immediately preceding such redemption date, such Growth PRIDES
holder's right to effect any such substitution will be terminated. The
substituted Trust Preferred Securities will be pledged with the Collateral
Agent to secure the holder's obligation to purchase Common Stock under the
related Purchase Contracts.
<PAGE>
Current Payments

Holders of Income PRIDES are entitled to receive aggregate cash
distributions at a rate of % of the Stated Amount per annum from and
after , 199 , payable quarterly in arrears. The quarterly
payments on the Income PRIDES will consist of (i) cumulative cash
distributions on the related Trust Preferred Securities or the Treasury
Portfolio, as applicable, payable at the rate of % of the Stated
Amount per annum and (ii) Contract Adjustment Payments payable by the
Company at the rate of % of the Stated Amount per annum (provided
that if such rate is 0%, then the Company will not make any Contract
Adjustment Payments), subject (in the case of distributions on the Trust
Preferred Securities and the Contract Adjustment Payments) to the
Company's right of deferral as described herein.

The ability of the Trust to make the quarterly distributions on the
Trust Preferred Securities is solely dependent upon the receipt of
corresponding interest payments from the Company on the Debentures. The
Company has the right at any time, and from time to time, limited to a
period not extending beyond the maturity of the Debentures, to defer the
interest payments on the Debentures. As a consequence of such deferral,
quarterly distributions (unless a Tax Event Redemption has occurred) to
holders of Income PRIDES (or any Trust Preferred Securities outstanding
after the Purchase Contract Settlement Date or after a substitution of
collateral resulting in the creation of Growth PRIDES) would be deferred
(but despite such deferral, would continue to accumulate quarterly and
would accrue interest thereon compounded quarterly at the rate of % per
annum through and including , 2000, and at the Reset Rate
thereafter). The Company also has the right to defer the payment of
Contract Adjustment Payments, if any, on the related Purchase Contracts
until the Purchase Contract Settlement Date; however, deferred Contract
Adjustment Payments, if any, will bear additional Contract Adjustment
Payments at the rate of % per annum (such deferred installments of
Contract Adjustment Payments, if any, together with the additional
Contract Adjustment Payments, if any, shall be referred to as the
"Deferred Contract Adjustment Payments"). See "Description of the Purchase
Contracts--Contract Adjustment Payments" and "Description of the Trust
Preferred Securities -- Distributions." If a Tax Event Redemption has
occurred and the Treasury Portfolio has become a component of the Income
PRIDES, quarterly distributions on the Treasury Portfolio, as a portion of
the cumulative quarterly distributions to the holders of Income PRIDES,
will not be deferred.

The Company's obligations with respect to the Debentures will be
senior and unsecured and will rank pari passu in right of payment with all
other senior unsecured obligations of the Company. The Contract Adjustment
Payments, if any, will be subordinated and junior in right of payment to
the Senior Indebtedness.

In the event a holder of Income PRIDES substituted Treasury
Securities for the related Trust Preferred Securities, such holder would
receive on the resulting Growth PRIDES only quarterly Contract Adjustment
Payments, if any, subject to the Company's rights of deferral. In
addition, imputed interest would accrete on the related Treasury
Securities.
<PAGE>
Voting and Certain Other Rights

Holders of Trust Preferred Securities, in their capacities as such
holders, will not be entitled to vote to appoint, remove or replace, or to
increase or decrease the number of Regular Trustees and will generally
have no voting rights except in the limited circumstances described under
"Description of Trust Preferred Securities -- Voting Rights." Holders of
Purchase Contracts relating to the Income PRIDES or Growth PRIDES, in
their capacities as such holders, will have no voting or other rights in
respect of the Common Stock.

Listing of the Securities

Application will be made to list the Income PRIDES on the NYSE under
the symbol " ", subject to official notice of issuance. If the Growth
PRIDES and Trust Preferred Securities are separately traded, the Company
will endeavor to cause such securities to be listed on such exchange on
which the Income PRIDES are listed, including, if applicable, the NYSE.

NYSE Symbol of Common Stock

The Common Stock is listed on the NYSE under the symbol "IR."

DESCRIPTION OF THE PURCHASE CONTRACTS

General

Each Purchase Contract underlying a FELINE PRIDES (unless earlier
terminated, or earlier settled at the holder's option) will obligate the
holder of such Purchase Contract to purchase, and the Company to sell, on
the Purchase Contract Settlement Date, for an amount in cash equal to the
Stated Amount of such FELINE PRIDES, a number of newly issued shares of
Common Stock equal to the Settlement Rate. The Settlement Rate will be
calculated as follows (subject to adjustment under certain circumstances):
(a) if the Applicable Market Value is equal to or greater than the
Threshold Appreciation Price, the Settlement Rate will be , (b) if the
Applicable Market Value is less than the Threshold Appreciation Price but
greater than $ , the Settlement Rate will equal the Stated Amount divided
by the Applicable Market Value, and (c) if the Applicable Market Value is
less than or equal to $ , the Settlement Rate will be . "Applicable
Market Value" means the average of the Closing Prices (as defined) per
share of Common Stock on each of the thirty consecutive Trading Days (as
defined) ending on the third Trading Day immediately preceding the
Purchase Contract Settlement Date.

No fractional shares of Common Stock will be issued by the Company
pursuant to the Purchase Contracts. In lieu of fractional shares otherwise
issuable (calculated on an aggregate basis) in respect of Purchase
Contracts being settled by a holder of Income PRIDES or Growth PRIDES, the
holder will be entitled to receive an amount of cash equal to such
fraction of a share times the Applicable Market Value.

On the Business Day immediately preceding the Purchase Contract
Settlement Date, unless a holder of Income PRIDES or Growth PRIDES (i) has
<PAGE>
settled the related Purchase Contracts prior to the Purchase Contract
Settlement Date through the early delivery of cash to the Purchase
Contract Agent in the manner described under "-- Early Settlement," (ii)
has settled the related Purchase Contracts with separate cash on the
Business Day immediately preceding the Purchase Contract Settlement Date
pursuant to prior notice in the manner described under "-- Notice to
Settle with Cash", or (iii) an event described under "-- Termination"
below has occurred, then (A) in the case of Income PRIDES (unless a Tax
Event Redemption has occurred) the Company will exercise its rights as a
secured party to dispose of the Trust Preferred Securities in accordance
with applicable law and (B) in the case of Growth PRIDES or Income PRIDES
in the event that a Tax Event Redemption has occurred, the principal
amount of the related Treasury Securities or the Treasury Portfolio, as
applicable, when paid at maturity, will automatically be applied to
satisfy in full the holder's obligation to purchase Common Stock under the
related Purchase Contracts. Such Common Stock will then be issued and
delivered to such holder or such holder's designee, upon presentation and
surrender of the certificate evidencing such FELINE PRIDES (a "FELINE
PRIDES Certificate") and payment by the holder of any transfer or similar
taxes payable in connection with the issuance of the Common Stock to any
person other than such holder. In the event that a holder of either Income
PRIDES or Growth PRIDES effects the early settlement of the related
Purchase Contract through the delivery of cash or settles the related
Purchase Contract with cash on the Business Day immediately preceding the
Purchase Contract Settlement Date, the related Trust Preferred Securities
or Treasury Securities, as the case may be, will be released to the holder
as described herein. The funds received by the Collateral Agent on the
Business Day immediately preceding the Purchase Contract Settlement Date,
upon cash settlement of a Purchase Contract, will be promptly invested in
overnight permitted investments and paid to the Company on the Purchase
Contract Settlement Date. Any funds received by the Collateral Agent in
respect of the interest earned from the overnight investment in permitted
investments will be distributed to the Purchase Contract Agent for payment
to the holders.

Prior to the date on which shares of Common Stock are issued in
settlement of Purchase Contracts, the Common Stock underlying the related
Purchase Contracts will not be deemed to be outstanding for any purpose
and the holders of such Purchase Contracts will not have any voting
rights, rights to dividends or other distributions or other rights or
privileges of a stockholder of the Company by virtue of holding such
Purchase Contracts. See "Description of Trust Preferred Securities --
Voting Rights."

Each holder of Income PRIDES or Growth PRIDES, by acceptance
thereof, will under the terms of the Purchase Contract Agreement and the
related Purchase Contracts be deemed to have (a) irrevocably agreed to be
bound by the terms of the related Purchase Contracts and the Pledge
Agreement for so long as such holder remains a holder of such FELINE
PRIDES, and (b) duly appointed the Purchase Contract Agent as such
holder's attorney-in-fact to enter into and perform the related Purchase
Contracts on behalf of and in the name of such holder. In addition, each
beneficial owner of Income PRIDES or Growth PRIDES, by acceptance of such
<PAGE>
interest, will be deemed to have agreed to treat (i) itself as the owner
of the related Trust Preferred Securities, Treasury Portfolio or Treasury
Securities, as the case may be, and (ii) the Debentures as indebtedness of
the Company, in each case, for United States federal, state and local
income and franchise tax purposes.

Remarketing

Pursuant to the Remarketing Agreement and subject to the terms of
the Remarketing Underwriting Agreement to be dated as of , 2000
between the Remarketing Agent, Purchase Contract Agent and the Collateral
Agent, the Trust Preferred Securities of Income PRIDES holders' who have
failed to notify the Purchase Contract Agent, on or prior to the fifth
Business Day immediately preceding the Purchase Contract Settlement Date
in the manner described under " -- Notice to Settle with Cash" of their
intention to settle the related Purchase Contracts with separate cash on
the Business Day immediately preceding the Purchase Contract Settlement
Date, will be remarketed on the third Business Day immediately preceding
the Purchase Contract Settlement Date. The Remarketing Agent will use its
reasonable efforts to remarket such Trust Preferred Securities on such
date at a price not less than approximately 100.5% of the aggregate stated
liquidation amount of such Trust Preferred Securities, plus accrued and
unpaid distributions (including deferred distributions), if any, thereon.
The portion of the proceeds from such remarketing equal to the aggregate
stated liquidation amount of such Trust Preferred Securities will
automatically be applied to satisfy in full such Income PRIDES holders'
obligations to purchase Common Stock under the related Purchase Contracts.
In addition, after deducting as the Remarketing Fee an amount not
exceeding 25 basis points (.25%) from any amount of such proceeds in
excess of the aggregate stated liquidation amount of the remarketed Trust
Preferred Securities, the Remarketing Agent will remit the remaining
portion of the proceeds, if any, for the benefit of such holder. Income
PRIDES holders whose Trust Preferred Securities are so remarketed will not
otherwise be responsible for the payment of any Remarketing Fee in
connection therewith. If, in spite of using its reasonable efforts, the
Remarketing Agent cannot remarket the related Trust Preferred Securities
of such holders of Income PRIDES at a price not less than 100% of the
aggregate stated liquidation amount of such Trust Preferred Securities
plus accrued and unpaid distributions (including deferred distributions)
the remarketing will be deemed to have failed and the Company will
exercise its rights as a secured party to dispose of the Trust Preferred
Securities in accordance with applicable law and to satisfy in full, from
such proceeds, such holder's obligation to purchase Common Stock under the
related Purchase Contracts. The Company will endeavor to ensure that a
registration statement with regard to the full amount of the Trust
Preferred Securities to be remarketed shall be effective in such form as
will enable the Remarketing Agent to rely on it in connection with the
remarketing process. It is currently anticipated that Merrill Lynch
Pierce, Fenner & Smith Incorporated will be the Remarketing Agent. See
"Description of the FELINE PRIDES -- Remarketing."
<PAGE>
Early Settlement

A holder of Income PRIDES may settle the related Purchase Contracts
on or prior to fifth Business Day immediately preceding the Purchase
Contract Settlement Date by presenting and surrendering the FELINE PRIDES
Certificate evidencing such Income PRIDES at the offices of the Purchase
Contract Agent with the form of "Election to Settle Early" on the reverse
side of such certificate completed and executed as indicated, accompanied
by payment (in the form of a certified or cashier's check payable to the
order of the Company or in immediately available funds) of an amount equal
to the Stated Amount times the number of Purchase Contracts being settled;
provided that, if a Tax Event Redemption has occurred and the Trust had
given notice of redemption setting forth the redemption date in respect of
all of the Trust Preferred Securities in the manner described under
"Description of the Trust Preferred Securities -- Redemption Procedure",
on or after the tenth Business Day immediately preceding such redemption
date, holders of Income PRIDES cannot exercise any rights of Early Settle-
ment with respect to their Income PRIDES. A holder of Growth PRIDES may
settle the related Purchase Contracts prior to the Purchase Contract
Settlement Date by presenting and surrendering the FELINE PRIDES Certifi-
cate evidencing such Growth PRIDES at the offices of the Purchase Contract
Agent with the form of "Election to Settle Early" on the reverse side of
such certificate completed and executed as indicated, accompanied by
payment (in the form of a certified or cashier's check payable to the
order of the Company or in immediately available funds) of an amount equal
to the Stated Amount times the number of Purchase Contracts being settled.
So long as the FELINE PRIDES are evidenced by one or more global security
certificates deposited with the Depositary (as defined below), procedures
for early settlement will also be governed by standing arrangements
between the Depositary and the Purchase Contract Agent. HOLDERS MAY SETTLE
PURCHASE CONTRACTS EARLY ONLY IN INTEGRAL MULTIPLES OF 20 FELINE PRIDES.

Upon Early Settlement of the Purchase Contracts related to any
Income PRIDES or Growth PRIDES, (a) the holder will receive newly issued
shares of Common Stock per Income PRIDES or Growth PRIDES having a Stated
Amount of $50 (regardless of the market price of the Common Stock on the
date of such Early Settlement), subject to adjustment under the
circumstances described in "-- Anti-Dilution Adjustments" below, (b) the
Trust Preferred Securities or Treasury Securities, as the case may be,
related to such Income PRIDES or Growth PRIDES will thereupon be
transferred to the holder free and clear of the Company's security
interest therein, (c) the holder's right to receive Deferred Contract
Adjustment Payments, if any, on the Purchase Contracts being settled will
be forfeited, (d) the holder's right to receive future Contract Adjustment
Payments, if any, will terminate and (e) no adjustment will be made to or
for the holder on account of Deferred Contract Adjustment Payments, if
any, or any amounts accrued in respect of Contract Adjustment Payments.

If the Purchase Contract Agent receives a FELINE PRIDES Certificate,
accompanied by the completed "Election to Settle Early" and requisite
check or immediately available funds, from a holder of FELINE PRIDES by
5:00 p.m., New York City time, on a Business Day, that day will be
considered the settlement date. If the Purchase Contract Agent receives
the foregoing after 5:00 p.m., New York City time, on a Business Day or at
any time on a day that is not a Business Day (other than from Income
<PAGE>
PRIDES holders after the occurrence of a Tax Event Redemption), the next
Business Day will be considered the settlement date.

Upon Early Settlement of Purchase Contracts in the manner described
above, presentation and surrender of the FELINE PRIDES Certificate
evidencing the related Income PRIDES or Growth PRIDES and payment of any
transfer or similar taxes payable by the holder in connection with the
issuance of the related Common Stock to any person other than the holder
of such Income PRIDES or Growth PRIDES, the Company will cause the shares
of Common Stock being purchased to be issued, and the related Trust
Preferred Securities or Treasury Securities, as the case may be, securing
such Purchase Contracts to be released from the pledge under the Pledge
Agreement (described in "-- Pledged Securities and Pledge Agreement") and
transferred, within three Business Days following the settlement date, to
the purchasing holder or such holder's designee.

Notice to Settle with Cash

A holder of an Income PRIDES (unless a Tax Event Redemption has
occurred) or Growth PRIDES wishing to settle the related Purchase Contract
with separate cash on the Business Day immediately preceding the Purchase
Contract Settlement Date must notify the Purchase Contract Agent by
presenting and surrendering the FELINE PRIDES Certificate evidencing such
Income PRIDES or Growth PRIDES at the offices of the Purchase Contract
Agent with the form of "Notice to Settle by Separate Cash" on the reverse
side of the certificate completed and executed as indicated on or prior to
5:00 p.m., New York City time, on the second Business Day immediately
preceding the Purchase Contract Settlement Date in the case of Growth
PRIDES holder and on the fifth Business Day immediately preceding the
Purchase Contract Settlement Date in the case of Income PRIDES holder. If
a holder that has given notice of such holder's intention to settle the
related Purchase Contract with separate cash fails to deliver such cash on
the Business Day immediately preceding the Purchase Contract Settlement
Date, then the Company will exercise its right as a secured party to
dispose of, in accordance with the applicable law, the related Trust
Preferred Securities or Treasury Securities, as the case may be, to
satisfy in full, from the disposition of such Trust Preferred Securities,
such holder's obligation to purchase Common Stock under the related
Purchase Contract.

Contract Adjustment Payments

Contract Adjustment Payments will be fixed at a rate per annum of __%
of the Stated Amount per Purchase Contract, provided that if such rate is
0%, then the Company will not make any Contract Adjustment Payments.
Contract Adjustment Payments that are not paid when due (after giving
effect to any permitted deferral thereof) will bear interest thereon at
the rate per annum of % thereof, compounded quarterly, until paid.
Contract Adjustment Payments, if any, payable for any period will be
computed on the basis of a 360-day year of twelve 30-day months. Contract
Adjustment Payments, if any, will accrue from , 1997 and will be
payable quarterly in arrears on , , and
of each year, commencing , 1997. Contract Adjustment Payments will be
specified as a positive component of the distributions on the Income
<PAGE>
PRIDES only if and to the extent that the rate of distributions on the
Trust Preferred Securities, as determined on the date on which the Income
PRIDES are priced for sale, is less than the aggregate distribution rate
required on such date for the offer and sale of the Income PRIDES at the
price to public specified on the cover page of this Prospectus Supplement.
Accordingly, the final Prospectus Supplement will indicate whether and to
what extent Contract Adjustment Payments will be required to be made by
the Company.

Contract Adjustment Payments, if any, will be payable to the holders
of Purchase Contracts as they appear on the books and records of the
Purchase Contract Agent on the relevant record dates, which, as long as
the Income PRIDES or Growth PRIDES remain in book-entry only form, will be
one Business Day prior to the relevant payment dates. Such distributions
will be paid through the Purchase Contract Agent who will hold amounts
received in respect of the Contract Adjustment Payments, if any, for the
benefit of the holders of the Purchase Contracts relating to such Income
PRIDES or Growth PRIDES. Subject to any applicable laws and regulations,
each such payment will be made as described under "Book-Entry System"
below. In the event that the Income PRIDES or Growth PRIDES do not
continue to remain in book-entry only form, the Company shall have the
right to select relevant record dates, which shall be more than one
Business Day but less than 60 Business Days prior to the relevant payment
dates. In the event that any date on which Contract Adjustment Payments,
if any, are to be made on the Purchase Contracts related to the Income
PRIDES or Growth PRIDES is not a Business Day, then payment of the
Contract Adjustment Payments payable on such date will be made on the next
succeeding day which is a Business Day (and without any interest or other
payment in respect of any such delay), except that, if such Business Day
is in the next succeeding calendar year, such payment shall be made on the
immediately preceding Business Day, in each case with the same force and
effect as if made on such payment date. A "Business Day" shall mean any
day other than Saturday, Sunday or any other day on which banking
institutions in New York City (in the State of New York) are permitted or
required by any applicable law to close.

The Company's obligations with respect to Contract Adjustment
Payments, if any, will be senior unsecured obligations of the Company and
will rank pari passu with all of the Company's other senior unsecured debt
obligations, except that such obligations with respect to the Contract
Adjustment Payments will be subordinated and junior in right of payment to
the Company's obligations under the Senior Indebtedness. The Company's
obligations with respect to Contract Adjustment Payments, if any, will not
be subordinated to any other unsecured debt obligations of the Company,
whether incurred prior to, on or after the date hereof.

Option to Defer Contract Adjustment Payments

The Company may, at its option and upon prior written notice to the
holders of the FELINE PRIDES and the Purchase Contract Agent, defer the
payment of Contract Adjustment Payments, if any, on the Purchase Contracts
until no later than the Purchase Contract Settlement Date. However,
Deferred Contract Adjustment Payments, if any, will bear additional
<PAGE>
Contract Adjustment Payments at the rate of % per annum (compounding on
each succeeding Payment Date) until paid. If the Purchase Contracts are
terminated (upon the occurrence of certain events of bankruptcy,
insolvency or reorganization with respect to the Company), the right to
receive Contract Adjustment Payments (other than any accrued but unpaid
Contract Adjustment Payments that have not been deferred), if any, and
Deferred Contract Adjustment Payments, if any, will also terminate.

In the event that the Company elects to defer the payment of
Contract Adjustment Payments, if any, on the Purchase Contracts until the
Purchase Contract Settlement Date, each holder of FELINE PRIDES will
receive on the Purchase Contract Settlement Date in respect of the
Deferred Contract Adjustment Payments a cash payment of the aggregate
amount of Deferred Contract Adjustment Payments payable to such holder.

In the event the Company exercises its option to defer the payment
of Contract Adjustment Payments, if any, then, until the Deferred Contract
Adjustment Payments have been paid, the Company shall not declare or pay
dividends on, make distributions with respect to, or redeem, purchase or
acquire, or make a liquidation payment with respect to, any of its capital
stock or make guarantee payments with respect to the foregoing (other than
(i) purchases or acquisitions of capital stock of the Company in
connection with the satisfaction by the Company of its obligations under
any employee benefit plans or the satisfaction by the Company of its
obligations pursuant to any contract or security outstanding on the date
of such event requiring the Company to purchase capital stock of the
Company, (ii) as a result of a reclassification of the Company's capital
stock or the exchange or conversion of one class or series of the
Company's capital stock for another class or series of the Company capital
stock, (iii) the purchase of fractional interests in shares of the
Company's capital stock pursuant to the conversion or exchange provisions
of the Company capital stock or the security being converted or exchanged,
(iv) dividends or distributions in capital stock of the Company or (v)
redemptions or purchases of any rights pursuant to the Rights Agreement,
or any successor to such Rights Agreement, and the declaration thereunder
of a dividend of rights in the future).

Anti-Dilution Adjustments

The formula for determining the Settlement Rate will be subject to
adjustment (without duplication) upon the occurrence of certain events,
including: (a) the payment of dividends (and other distributions) of
Common Stock on Common Stock; (b) the issuance to all holders of Common
Stock of rights, warrants or options entitling them, for a period of up to
45 days, to subscribe for or purchase Common Stock at less than the
Current Market Price (as defined) thereof; (c) subdivisions, splits and
combinations of Common Stock; (d) distributions to all holders of Common
Stock of evidences of indebtedness of the Company, shares of capital
stock, securities, cash or property (excluding any dividend or
distribution covered by clause (a) or (b) above and any dividend or
distribution paid exclusively in cash); (e) distributions consisting
exclusively of cash to all holders of Common Stock in an aggregate amount
that, together with (i) other all-cash distributions made within the
<PAGE>
preceding 12 months and (ii) any cash and the fair market value, as of the
expiration of the tender or exchange offer referred to below, of
consideration payable in respect of any tender or exchange offer by the
Company or a subsidiary thereof for the Common Stock concluded within the
preceding 12 months, exceeds 15% of the Company's aggregate market
capitalization (such aggregate market capitalization being the product of
the Current Market Price of the Common Stock multiplied by the number of
shares of Common Stock then outstanding) on the date of such distribution;
and (f) the successful completion of a tender or exchange offer made by
the Company or any subsidiary thereof for the Common Stock which involves
an aggregate consideration that, together with (i) any cash and the fair
market value of other consideration payable in respect of any tender or
exchange offer by the Company or a subsidiary thereof for the Common Stock
concluded within the preceding 12 months and (ii) the aggregate amount of
any all-cash distributions to all holders of the Company's Common Stock
made within the preceding 12 months, exceeds 15% of the Company's
aggregate market capitalization on the expiration of such tender or
exchange offer.

In the case of certain reclassifications, consolidations, mergers,
sales or transfers of assets or other transactions pursuant to which the
Common Stock is converted into the right to receive other securities, cash
or property, each Purchase Contract then outstanding would, without the
consent of the holders of the related Income PRIDES or Growth PRIDES, as
the case may be, become a contract to purchase only the kind and amount of
securities, cash and other property receivable upon consummation of the
transaction by a holder of the number of shares of Common Stock which
would have been received by the holder of the related Income PRIDES or
Growth PRIDES immediately prior to the date of consummation of such
transaction if such holder had then settled such Purchase Contract.

If at any time the Company makes a distribution of property to its
stockholders which would be taxable to such stockholders as a dividend for
United States federal income tax purposes (i.e., distributions of
evidences of indebtedness or assets of the Company, but generally not
stock dividends or rights to subscribe to capital stock) and, pursuant to
the Settlement Rate adjustment provisions of the Purchase Contract
Agreement, the Settlement Rate is increased, such increase may give rise
to a taxable dividend to holders of FELINE PRIDES. See "Certain Federal
Income Tax Consequences -- Purchase Contracts -- Adjustment to Settlement
Rate."

In addition, the Company may make such increases in the Settlement
Rate as the Board of Directors of the Company deems advisable to avoid or
diminish any income tax to holders of its capital stock resulting from any
dividend or distribution of capital stock (or rights to acquire capital
stock) or from any event treated as such for income tax purposes or for
any other reasons.

Adjustments to the Settlement Rate will be calculated to the nearest
1/10,000th of a share. No adjustment in the Settlement Rate shall be
required unless such adjustment would require an increase or decrease of
at least one percent in the Settlement Rate; provided, however, that any
<PAGE>
adjustments which by reason of the foregoing are not required to be made
shall be carried forward and taken into account in any subsequent
adjustment.

The Company will be required, within ten Business Days following the
adjustment of the Settlement Rate, to provide written notice to the
Purchase Contract Agent of the occurrence of such event and a statement in
reasonable detail setting forth the method by which the adjustment to the
Settlement Rate was determined and setting forth the revised Settlement
Rate.

Each adjustment to the Settlement Rate will result in a corresponding
adjustment to the number of shares of Common Stock issuable upon early
settlement of a Purchase Contract.

Termination

The Purchase Contracts, and the rights and obligations of the
Company and of the holders of the FELINE PRIDES thereunder (including the
right thereunder to receive accrued Contract Adjustment Payments or
Deferred Contract Adjustment Payments and the right and obligation to
purchase Common Stock), will automatically terminate upon the occurrence
of certain events of bankruptcy, insolvency or reorganization with respect
to the Company. Upon such termination, the Collateral Agent will release
the related Trust Preferred Securities, the Treasury Portfolio or Treasury
Securities, as the case may be, held by it to the Purchase Contract Agent
for distribution to the holders, subject in the case of the Treasury
Portfolio to the Purchase Contract Agent's disposition of the subject
securities for cash and the payment of such cash to the holders to the
extent that the holders would otherwise have been entitled to receive less
than $1,000 of any such security. Upon such termination, however, such
release and termination may be subject to a limited delay. In the event
that the Company becomes the subject of a case under the Bankruptcy Code,
such delay may occur as a result of the automatic stay under the
Bankruptcy Code and continue until such automatic stay has been lifted.

Pledged Securities and Pledge Agreement

The Trust Preferred Securities related to the Income PRIDES or, if
substituted, the Treasury Securities related to the Growth PRIDES or the
Treasury Portfolio if a Tax Event Redemption has occurred (collectively,
the "Pledged Securities") will be pledged to the Collateral Agent, for the
benefit of the Company, pursuant to the Pledge Agreement to secure the
obligations of holders of FELINE PRIDES to purchase Common Stock under the
related Purchase Contracts. The rights of holders of FELINE PRIDES to the
related Pledged Securities will be subject to the Company's security
interest therein created by the Pledge Agreement. No holder of Income
PRIDES or Growth PRIDES will be permitted to withdraw the Pledged
Securities related to such Income PRIDES or Growth PRIDES from the pledge
arrangement except (i) to substitute Treasury Securities for the related
Trust Preferred Securities, (ii) to substitute Trust Preferred Securities
for the related Treasury Securities (for both (i) and (ii), as provided
for under "Description of the FELINE PRIDES -- Substitution of Pledged
Securities") or (iii) upon the termination or Early Settlement of the
<PAGE>
related Purchase Contracts. Subject to such security interest and the
terms of the Purchase Contract Agreement and the Pledge Agreement, each
holder of Income PRIDES (unless a Tax Event Redemption has occurred) will
be entitled through the Purchase Contract Agent and the Collateral Agent
to all of the proportional rights and preferences of the related Trust
Preferred Securities (including distribution, voting, redemption,
repayment and liquidation rights) and each holder of Growth PRIDES or
Income PRIDES (if a Tax Event Redemption has occurred and the Treasury
Portfolio has become a component of the Income PRIDES), will retain
beneficial ownership of the related Treasury Securities or the Treasury
Portfolio, as applicable, pledged in respect of the related Purchase
Contracts. The Company will have no interest in the Pledged Securities
other than its security interest.

Except as described in "Description of the Purchase Contracts --
General," the Collateral Agent will, upon receipt of distributions on the
Pledged Securities, distribute such payments to the Purchase Contract
Agent, which will in turn distribute those payments, together with
Contract Adjustment Payments, if any, received from the Company, to the
persons in whose names the related Income PRIDES or Growth PRIDES are
registered at the close of business on the Record Date immediately
preceding the date of such distribution.

The quarterly payments on the Income PRIDES will consist of (i)
cumulative cash distributions on the Trust Preferred Securities or
Treasury Portfolio (if a Tax Event Redemption has occurred), as
applicable, payable at the rate of % of the Stated Amount per annum,
and (ii) Contract Adjustment Payments, if any, payable by the Company, at
the rate of % per annum, subject, in the case of distributions on the
Trust Preferred Securities and the Contract Adjustment Payments, to the
Company's right to defer the payment of such amounts.

The ability of the Trust to make quarterly distributions on the
related Trust Preferred Securities is solely dependent upon the receipt of
corresponding interest payments from the Company on the Debentures. The
Company has the right at any time, and from time to time, limited to a
period not extending beyond the maturity of the Debentures, to defer the
interest payments on the Debentures. As a consequence of such deferral,
quarterly distributions to holders would be deferred (but despite such
deferral, would continue to accrue with interest thereon compounded
quarterly at the rate of % per annum through and including , 2000, and
at the Reset Rate thereafter). See "Description of the Purchase Contract --
Contract Adjustment Payments" and "Description of the Trust Preferred
Securities -- Distributions."

In the event a holder of Income PRIDES substitutes Treasury
Securities for the related Trust Preferred Securities, such holder would
receive on the resulting Growth PRIDES only the quarterly Contract
Adjustment Payments, if any, subject to the Company's rights of deferral.
In addition, imputed interest will continue to accrete on the related
Treasury Securities.

If a Tax Event Redemption has occurred and the Treasury Portfolio
has become a component of the Income PRIDES, quarterly distributions on
<PAGE>
the Treasury Portfolio, as a portion of the cumulative quarterly
distribution to the holders of Income PRIDES, will not be deferred.

Book Entry-System

The Depository Trust Company (the "Depositary") will act as
securities depositary for the FELINE PRIDES. The FELINE PRIDES will be
issued only as fully-registered securities registered in the name of Cede
& Co. (the Depositary's nominee). One or more fully-registered global
security certificates ("Global Security Certificates"), representing the
total aggregate number of FELINE PRIDES, will be issued and will be
deposited with the Depositary and will bear a legend regarding the
restrictions on exchanges and registration of transfer thereof referred to
below.

The laws of some jurisdictions require that certain purchasers of
securities take physical delivery of securities in definitive form. Such
laws may impair the ability to transfer beneficial interests in the FELINE
PRIDES so long as such FELINE PRIDES are represented by Global Security
Certificates.

The Depositary is a limited-purpose trust company organized under
the New York Banking Law, a "banking organization" within the meaning of
the New York Banking Law, a member of the Federal Reserve System, a
"clearing corporation" within the meaning of the New York Uniform
Commercial Code and a "clearing agency" registered pursuant to the
provisions of Section 17A of the Securities Exchange Act of 1934, as
amended (the "Exchange Act"). The Depositary holds securities that its
participants ("Participants") deposit with the Depositary. The Depositary
also facilitates the settlement among Participants of securities
transactions, such as transfers and pledges, in deposited securities
through electronic computerized book-entry changes in Participants'
accounts, thereby eliminating the need for physical movement of securities
certificates. Direct Participants include securities brokers and dealers,
banks, trust companies, clearing corporations and certain other
organizations ("Direct Participants"). The Depositary is owned by a number
of its Direct Participants and by the NYSE, the American Stock Exchange,
Inc., and the National Association of Securities Dealers, Inc. Access to
the Depositary system is also available to others, such as securities
brokers and dealers, banks and trust companies that clear transactions
through or maintain a direct or indirect custodial relationship with a
Direct Participant either directly or indirectly ("Indirect
Participants"). The rules applicable to the Depositary and its
Participants are on file with the Commission.

No FELINE PRIDES represented by Global Security Certificates may be
exchanged in whole or in part for FELINE PRIDES registered, and no
transfer of Global Security Certificates in whole or in part may be
registered, in the name of any person other than the Depositary or any
nominee of the Depositary unless the Depositary has notified the Company
that it is unwilling or unable to continue as depositary for such Global
Security Certificates or has ceased to be qualified to act as such as
required by the Purchase Contract Agreement or there shall have occurred
and be continuing a default by the Company in respect of its obligations
<PAGE>
under one or more Purchase Contracts. All FELINE PRIDES represented by one
or more Global Security Certificates or any portion thereof will be
registered in such names as the Depositary may direct.

As long as the Depositary or its nominee is the registered owner of
the Global Security Certificates, such Depositary or such nominee, as the
case may be, will be considered the sole owner and holder of the Global
Security Certificates and all FELINE PRIDES represented thereby for all
purposes under the FELINE PRIDES and the Purchase Contract Agreement.
Except in the limited circumstances referred to above, owners of
beneficial interests in Global Security Certificates will not be entitled
to have such Global Security Certificates or the FELINE PRIDES represented
thereby registered in their names, will not receive or be entitled to
receive physical delivery of FELINE PRIDES Certificates in exchange
therefor and will not be considered to be owners or holders of such Global
Security Certificates or any FELINE PRIDES represented thereby for any
purpose under the FELINE PRIDES or the Purchase Contract Agreement. All
payments on the FELINE PRIDES represented by the Global Security
Certificates and all transfers and deliveries of Trust Preferred
Securities, Treasury Portfolio, Treasury Securities and Common Stock with
respect thereto will be made to the Depositary or its nominee, as the case
may be, as the holder thereof.

Ownership of beneficial interests in the Global Security
Certificates will be limited to Participants or persons that may hold
beneficial interests through institutions that have accounts with the
Depositary or its nominee. Ownership of beneficial interests in Global
Security Certificates will be shown only on, and the transfer of those
ownership interests will be effected only through, records maintained by
the Depositary or its nominee (with respect to Participants' interests) or
any such Participant (with respect to interests of persons held by such
Participants on their behalf). Procedures for settlement of Purchase
Contracts on the Purchase Contract Settlement Date or upon Early
Settlement will be governed by arrangements among the Depositary,
Participants and persons that may hold beneficial interests through
Participants designed to permit such settlement without the physical
movement of certificates. Payments, transfers, deliveries, exchanges and
other matters relating to beneficial interests in Global Security
Certificates may be subject to various policies and procedures adopted by
the Depositary from time to time. None of the Company, the Purchase
Contract Agent or any agent of the Company or the Purchase Contract Agent
will have any responsibility or liability for any aspect of the
Depositary's or any Participant's records relating to, or for payments
made on account of, beneficial interests in Global Security Certificates,
or for maintaining, supervising or reviewing any of the Depositary's
records or any Participant's records relating to such beneficial ownership
interests.
<PAGE>
CERTAIN PROVISIONS OF THE PURCHASE CONTRACT
AGREEMENT AND THE PLEDGE AGREEMENT

General

Distributions on the FELINE PRIDES will be payable, Purchase
Contracts (and documents related thereto) will be settled and transfers of
the FELINE PRIDES will be registrable at the office of the Purchase
Contract Agent in the Borough of Manhattan, The City of New York. In
addition, in the event that the FELINE PRIDES do not remain in book-entry
form, payment of distributions on the FELINE PRIDES may be made, at the
option of the Company, by check mailed to the address of the person
entitled thereto as shown on the Security Register.

Shares of Common Stock will be delivered on the Purchase Contract
Settlement Date, or, if the Purchase Contracts have terminated, the
related Pledged Securities will be delivered potentially after a limited
delay as a result of the imposition of the automatic stay under the
Bankruptcy Code (see "Description of the Purchase Contracts --
Termination"), in each case upon presentation and surrender of the FELINE
PRIDES Certificate at the office of the Purchase Contract Agent.

If a holder of outstanding Income PRIDES or Growth PRIDES fails to
present and surrender the FELINE PRIDES Certificate evidencing such Income
PRIDES or Growth PRIDES to the Purchase Contract Agent on the Purchase
Contract Settlement Date, the shares of Common Stock issuable in
settlement of the related Purchase Contract and in payment of any Deferred
Contract Adjustment Payments will be registered in the name of the
Purchase Contract Agent and, together with any distributions thereon,
shall be held by the Purchase Contract Agent as agent for the benefit of
such holder, until such FELINE PRIDES Certificate is presented and
surrendered or the holder provides satisfactory evidence that such
certificate has been destroyed, lost or stolen, together with any
indemnity that may be required by the Purchase Contract Agent and the
Company.

If the Purchase Contracts have terminated prior to the Purchase
Contract Settlement Date, the related Pledged Securities have been
transferred to the Purchase Contract Agent for distribution to the holders
entitled thereto and a holder fails to present and surrender the FELINE
PRIDES Certificate evidencing such holder's Income PRIDES or Growth PRIDES
to the Purchase Contract Agent, the related Pledged Securities delivered
to the Purchase Contract Agent and payments thereon shall be held by the
Purchase Contract Agent as agent for the benefit of such holder, until
such FELINE PRIDES Certificate is presented or the holder provides the
evidence and indemnity described above.

The Purchase Contract Agent will have no obligation to invest or to
pay interest on any amounts held by the Purchase Contract Agent pending
distribution, as described above.

No service charge will be made for any registration of transfer or
exchange of the FELINE PRIDES, except for any tax or other governmental
charge that may be imposed in connection therewith.
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Modification

The Purchase Contract Agreement and the Pledge Agreement will
contain provisions permitting the Company and the Purchase Contract Agent
or Collateral Agent, as the case may be, with the consent of the holders
of not less than 66 2/3% of the Purchase Contracts at the time
outstanding, to modify the terms of the Purchase Contracts, the Purchase
Contract Agreement and the Pledge Agreement, except that no such
modification may, without the consent of the holder of each outstanding
Purchase Contract affected thereby, (a) change any Payment Date, (b)
change the amount or type of Pledged Securities related to such Purchase
Contract, impair the right of the holder of any Pledged Securities to
receive distributions on such Pledged Securities (except for the rights of
holders of Income PRIDES to substitute Treasury Securities for the related
Trust Preferred Securities or the rights of holders of Growth PRIDES to
substitute Trust Preferred Securities for the related Treasury Securities)
or otherwise adversely affect the holder's rights in or to such Pledged
Securities, (c) change the place or currency of payment or reduce any
Contract Adjustment Payments or any Deferred Contract Adjustment Payments,
(d) impair the right to institute suit for the enforcement of such
Purchase Contract, (e) reduce the amount of Common Stock purchasable under
such Purchase Contract, increase the price to purchase Common Stock on
settlement of such Purchase Contract, change the Purchase Contract
Settlement Date or otherwise adversely affect the holder's rights under
such Purchase Contract or (f) reduce the above-stated percentage of
outstanding Purchase Contracts the consent of whose holders is required
for the modification or amendment of the provisions of the Purchase
Contracts, the Purchase Contract Agreement or the Pledge Agreement;
provided, that if any amendment or proposal referred to above would
adversely affect only the Income PRIDES or the Growth PRIDES, then only
the affected class of holder will be entitled to vote on such amendment or
proposal and such amendment or proposal shall not be effective except with
the consent of the holders of not less than 66 2/3% of such class.
No Consent to Assumption

Each holder of Income PRIDES or Growth PRIDES, by acceptance
thereof, will under the terms of the Purchase Contract Agreement and the
Income PRIDES or Growth PRIDES, as applicable, be deemed expressly to have
withheld any consent to the assumption (i.e., affirmance) of the related
Purchase Contracts by the Company or its trustee in the event that the
Company becomes the subject of a case under the Bankruptcy Code.

Consolidation, Merger, Sale or Conveyance

The Company will covenant in the Purchase Contract Agreement that it
will not merge or consolidate with any other entity or sell, assign,
transfer, lease or convey all or substantially all of its properties and
assets to any person, firm or corporation unless the Company is the
continuing corporation or the successor corporation is a corporation
organized under the laws of the United States of America or a state
thereof and such corporation expressly assumes the obligations of the
Company under the Purchase Contracts, the Debentures, the Purchase
Contract Agreement and the Pledge Agreement, and the Company or such
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successor corporation is not, immediately after such merger,
consolidation, sale, assignment, transfer, lease or conveyance, in default
in the performance of any of its obligations thereunder.

Title

The Company, the Purchase Contract Agent and the Collateral Agent
may treat the registered owner of any FELINE PRIDES as the absolute owner
thereof for the purpose of making payment and settling the related
Purchase Contracts and for all other purposes.

Replacement of FELINE PRIDES Certificates

In the event that physical certificates have been issued, any
mutilated FELINE PRIDES Certificate will be replaced by the Company at the
expense of the holder upon surrender of such certificate to the Purchase
Contract Agent. FELINE PRIDES Certificates that become destroyed, lost or
stolen will be replaced by the Company at the expense of the holder upon
delivery to the Company and the Purchase Contract Agent of evidence of the
destruction, loss or theft thereof satisfactory to the Company and the
Purchase Contract Agent. In the case of a destroyed, lost or stolen FELINE
PRIDES Certificate, an indemnity satisfactory to the Purchase Contract
Agent and the Company may be required at the expense of the holder of the
FELINE PRIDES evidenced by such certificate before a replacement will be
issued.

Notwithstanding the foregoing, the Company will not be obligated to
issue any Income PRIDES or Growth PRIDES on or after the Purchase Contract
Settlement Date or after the Purchase Contracts have terminated. The
Purchase Contract Agreement will provide that in lieu of the delivery of a
replacement FELINE PRIDES Certificate following the Purchase Contract
Settlement Date, the Purchase Contract Agent, upon delivery of the
evidence and indemnity described above, will deliver the Common Stock
issuable pursuant to the Purchase Contracts included in the Income PRIDES
or Growth PRIDES evidenced by such certificate, or, if the Purchase
Contracts have terminated prior to the Purchase Contract Settlement Date,
transfer the principal amount of the Pledged Securities included in the
Income PRIDES or Growth PRIDES evidenced by such certificate.

Governing Law

The Purchase Contract Agreement, the Pledge Agreement and the
Purchase Contracts will be governed by, and construed in accordance with,
the laws of the State of New York.

Information Concerning the Purchase Contract Agent

will be the Purchase Contract Agent. The Purchase Contract
Agent will act as the agent for the holders of Income PRIDES and Growth
PRIDES from time to time. The Purchase Contract Agreement will not
obligate the Purchase Contract Agent to exercise any discretionary actions
in connection with a default under the terms of the Income PRIDES and
Growth PRIDES or the Purchase Contract Agreement.
<PAGE>
The Purchase Contract will contain provisions limiting the liability of
the Purchase Contract Agent. The Purchase Contract Agreement will contain
provisions under which the Purchase Contract Agent may resign or be
replaced. Such resignation or replacement would be effective upon the
appointment of a successor.

Information Concerning the Collateral Agent

will be the Collateral Agent. The Collateral Agent will
act solely as the agent of the Company and will not assume any obligation
or relationship of agency or trust for or with any of the holders of the
Income PRIDES and Growth PRIDES except for the obligations owed by a
pledgee of property to the owner thereof under the Pledge Agreement and
applicable law.

The Pledge Agreement will contain provisions limiting the liability
of the Collateral Agent. The Pledge Agreement will contain provisions
under which the Collateral Agent may resign or be replaced. Such
resignation or replacement would be effective upon the appointment of a
successor.

Miscellaneous

The Purchase Contract Agreement will provide that the Company will
pay all fees and expenses related to (i) the offering of the FELINE
PRIDES, (ii) the retention of the Collateral Agent and (iii) the
enforcement by the Purchase Contract Agent of the rights of the holders of
the FELINE PRIDES; provided, however, that holders who elect to substitute
the related Pledged Securities, thereby creating Growth PRIDES or
recreating Income PRIDES, shall be responsible for any fees or expenses
payable in connection with such substitution, as well as any commissions,
fees or other expenses incurred in acquiring the Pledged Securities to be
substituted, and the Company shall not be responsible for any such fees or
expenses.
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DESCRIPTION OF THE TRUST PREFERRED SECURITIES

The Trust Preferred Securities, which form a component of the Income
PRIDES, and which, under certain circumstances, will trade separately,
will be issued pursuant to the terms of the Declaration. See "Description
of the FELINE PRIDES -- Substitution of Pledged Securities." The
Declaration will be qualified as an indenture under the Trust Indenture
Act. The Institutional Trustee, , an independent trustee, will
act as indenture trustee for the Trust Preferred Securities under the
Declaration for purposes of compliance with the provisions of the Trust
Indenture Act. The terms of the Trust Preferred Securities will include
those stated in the Declaration and those made part of the Declaration by
the Trust Indenture Act. The following summary of certain provisions of
the Trust Preferred Securities and the Declaration is not necessarily
complete, and reference is hereby made to the copy of the Declaration
(including the definitions therein of certain terms) which is filed as an
exhibit to the Registration Statement of which this Prospectus Supplement
is a part, the Trust Act and the Trust Indenture Act. Whenever particular
defined terms are referred to in this Prospectus Supplement, such defined
terms are incorporated herein by reference. The following descriptions of
certain terms of the Trust Preferred Securities offered hereby supplements
and, to the extent inconsistent with, replaces the description of the
general terms and provisions of the Trust Preferred Securities set forth
in the accompanying Prospectus, to which reference is hereby made.
General

The Declaration authorizes the Ingersoll-Rand Trustees to issue on
behalf of the Trust the Trust Securities, which represent undivided
beneficial ownership interests in the assets of the Trust. All of the
Common Securities will be owned, directly or indirectly, by the Company.
The Common Securities rank pari passu, and payments will be made thereon
on a pro rata basis, with the Trust Preferred Securities, except that upon
the occurrence and during the continuance of an Indenture Event of
Default, the rights of the holders of the Common Securities to receive
payment of periodic distributions and payments upon liquidation,
redemption and otherwise will be subordinated to the rights of the holders
of the Trust Preferred Securities. The Declaration does not permit the
issuance by the Trust of any securities other than the Trust Securities or
the incurrence of any indebtedness by the Trust. Pursuant to the
Declaration, the Institutional Trustee will own the Debentures purchased
by the Trust for the benefit of the holders of the Trust Securities. The
payment of distributions out of money held by the Trust, and payments upon
redemption of the Trust Preferred Securities or liquidation of the Trust,
are guaranteed by the Company to the extent described under "Description
of the Guarantee." The Guarantee, when taken together with the Company's
obligations under the Debentures and the Indenture and its obligations
under the Declaration, including the obligations to pay costs, expenses,
debts and liabilities of the Trust (other than with respect to the Trust
Preferred Securities), provides a full and unconditional guarantee of
amounts due on the Trust Preferred Securities. The Guarantee will be held
by , the Guarantee Trustee, for the benefit of the holders
<PAGE>
of the Trust Preferred Securities. The Guarantee does not cover payment of
distributions when the Trust does not have sufficient available funds to
pay such distributions. In such event, the remedy of a holder of Trust
Preferred Securities is to vote to direct the Institutional Trustee to
enforce the Institutional Trustee's rights under the Debentures (except in
the limited circumstances in which the holder may take direct action). See
"-- Declaration Events of Default" and "-- Voting Rights."

Distributions

Distributions on the Trust Preferred Securities will be fixed
initially at a rate per annum of % of the stated liquidation amount of
$50 per Trust Preferred Security. Distributions applicable on the Trust
Preferred Securities on and after the Purchase Contract Settlement Date
will be reset on the third Business Day immediately preceding the Purchase
Contract Settlement Date. See "-- Market Rate Reset." Distributions in
arrears for more than one quarter will bear interest thereon at the rate
of % per annum through and including , 2000 and at the Reset
Rate thereafter, compounded quarterly. The term "distribution" as used
herein includes any such interest payable unless otherwise stated. The
amount of distributions payable for any period will be computed on the
basis of a 360-day year of twelve 30-day months.

Distributions on the Trust Preferred Securities will be cumulative and
will accrue from , 199 and will be payable quarterly in arrears
on , , , and of each year,
commencing , 199 , when, as and if funds are available for
payment. Distributions will be made by the Institutional Trustee, except
as otherwise described below.

The Company has the right under the Indenture to defer payments of
interest on the Debentures by extending the interest payment period from
time to time on the Debentures, which right, if exercised, would defer
quarterly distributions on the Trust Preferred Securities (though such
distributions would continue to accrue with interest at the rate of %
per annum through and including , 2000, and at the Reset Rate
thereafter) during any such extended interest payment period. Such right
to extend the interest payment period for the Debentures is limited to a
period, in the aggregate, not extending beyond the maturity date of the
Debentures. In the event that the Company exercises this right, then (a)
the Company shall not declare or pay dividends on, make distributions with
respect to, or redeem, purchase or acquire, or make a liquidation payment
with respect to, any of its capital stock (other than (i) purchases or
acquisitions of capital stock of the Company in connection with the
satisfaction by the Company of its obligations under any employee benefit
plans or the satisfaction by the Company of its obligations pursuant to
any contract or security outstanding on the date of such event requiring
the Company to purchase capital stock of the Company, (ii) as a result of
a reclassification of the Company's capital stock or the exchange or
conversion of one class or series of the Company's capital stock for
another class or series of the Company's capital stock, (iii) the purchase
of fractional interests in shares of the Company's capital stock pursuant
to the conversion or exchange provisions of such capital stock or the
<PAGE>
security being converted or exchanged, (iv) dividends or distributions in
capital stock of the Company and (v) redemptions or purchases of any
rights pursuant to the Rights Agreement or any successor to the Rights
Agreement, and the declaration thereunder of a dividend of rights in the
future), (b) the Company shall not make any payment of interest, principal
or premium, if any, on or repay, repurchase or redeem any debt securities
(including guarantees) issued by the Company that rank junior to such
Debentures, and (c) the Company shall not make any guarantee payments with
respect to the foregoing other than pursuant to the Guarantee or the
Common Securities Guarantee. Prior to the termination of any such
Extension Period, the Company may further extend the interest payment
period; provided, that such Extension Period, together with all such
previous and further extensions thereof, may not extend beyond the
maturity date of the Debentures. Upon the termination of any Extension
Period and the payment of all amounts then due, the Company may select a
new Extension Period, subject to the above requirements. See "Description
of the Debentures -- Interest" and "-- Option to Extend Interest Payment
Period." If distributions are deferred, the deferred distributions and
accrued interest thereon shall be paid to holders of record of the Trust
Preferred Securities as they appear on the books and records of the Trust
on the record date next following the termination of such Extension
Period.

Distributions on the Trust Preferred Securities must be paid on the
dates payable to the extent that the Trust has funds available in the
Property Account for the payment of such distributions. The Trust's funds
available for distribution to the holders of the Trust Preferred
Securities will be limited to payments received from the Company on the
Debentures. See "Description of the Debentures." The payment of
distributions out of moneys held by the Trust is guaranteed by the Company
to the extent set forth under "Description of the Guarantee."
Distributions on the Trust Preferred Securities will be payable to the
holders thereof, including the Collateral Agent, as they appear on the
books and records of the Trust on the relevant record dates, which, as
long as the Trust Preferred Securities remain in book-entry only form,
will be one Business Day prior to the relevant payment dates. Such
distributions will be paid through the Institutional Trustee who will hold
amounts received in respect of the Debentures in the Property Account for
the benefit of the holders of the Trust Preferred Securities. Subject to
any applicable laws and regulations and the provisions of the Declaration,
each such payment will be made as described under "Book-Entry Only
Issuance -- The Depository Trust Company" below. In the event that the
Trust Preferred Securities do not continue to remain in book-entry form,
the Regular Trustees shall have the right to select relevant record dates,
which shall be more than one Business Day but less than 60 Business Days
prior to the relevant payment dates. In the event that any date on which
distributions are to be made on the Trust Preferred Securities is not a
Business Day, then payment of the distributions payable on such date will
be made on the next succeeding day which is a Business Day (and without
any interest or other payment in respect of any such delay), except that,
if such Business Day is in the next succeeding calendar year, such payment
shall be made on the immediately preceding Business Day, in each case with
the same force and effect as if made on such record date.
<PAGE>
Market Rate Reset

The applicable quarterly distribution rate on the Trust Preferred
Securities and the interest rate on the related Debentures on and after
the Purchase Contract Settlement Date will be reset on the third Business
Day immediately preceding the Purchase Contract Settlement Date to the
Reset Rate, which will be equal to the sum of the Reset Spread and the
rate on the Two-Year Benchmark Treasury in effect on the third Business
Day immediately preceding the Purchase Contract Settlement Date and will
be determined by the Reset Agent as the rate the Trust Preferred
Securities should bear in order for a Trust Preferred Security to have an
approximate market value on the third Business Day immediately preceding
the Purchase Contract Settlement Date of 100.5% of the Stated Amount;
provided that in no event will the Reset Rate be higher than the rate on
the Two-Year Benchmark Treasury on the Purchase Contract Settlement Date
plus 200 basis points (2%). Such market value may be less than 100.5% if
the Reset Spread is set at the maximum of 2%. The "Two-Year Benchmark
Treasury" shall mean direct obligations of the United States (which may
be obligations traded on a when-issued basis only) having a maturity
comparable to the remaining term to maturity of the Trust Preferred
Securities, as agreed upon by the Company and the Reset Agent. The rate
for the Two-Year Benchmark Treasury will be the bid side rate displayed
at 10:00 A.M., New York City time, on the third Business Day immediately
preceding the Purchase Contract Settlement Date in the Telerate system
(or if the Telerate system is (a) no longer available on the third
Business Day immediately preceding the Purchase Contract Settlement Date
or (b) in the opinion of the Reset Agent (after consultation with the
Company) no longer an appropriate system from which to obtain such rate,
such other nationally recognized quotation system as, in the opinion of
the Reset Agent (after consultation with the Company) is appropriate).
If such rate is not so displayed, the rate for the Two-Year Benchmark
Treasury shall be, as calculated by the Reset Agent, the yield to
maturity for the Two-Year Benchmark Treasury, expressed as a bond
equivalent on the basis of a year of 365 or 366 days, as applicable, and
applied on a daily basis, and computed by taking the arithmetic mean of
the secondary market bid rates, as of 10:30 A.M., New York City time, on
the third Business Day immediately preceding the Purchase Contract
Settlement Date of three leading United States government securities
dealers selected by the Reset Agent (after consultation with the Company)
(which may include the Reset Agent or an affiliate thereof). In no event
will the Reset Rate be higher than the rate on the Two-Year Benchmark
Treasury on the third Business Day immediately preceding the Purchase
Contract Settlement Date plus 200 basis points (2%). It is currently
anticipated that Merrill Lynch, Pierce, Fenner & Smith Incorporated will
be the investment banking firm acting as the Reset Agent.

On the tenth Business Day immediately preceding the Purchase
Contract Settlement Date, the Two-Year Benchmark Treasury to be used to
determine the Reset Rate on the Purchase Contract Settlement Date will be
selected and the Reset Spread to be added to the rate on the Two-Year
Benchmark Treasury in effect on the third Business Day immediately
preceding the Purchase Contract Settlement Date will be established by the
Reset Agent, and the Reset Spread and the Two-Year Benchmark Treasury will
<PAGE>
be announced by the Company (the "Reset Announcement Date"). The Company
will cause a notice of the Reset Spread and such Two-Year Benchmark
Treasury to be published on the Business Day following the Reset
Announcement Date by publication in a daily newspaper in the English
language of general circulation in The City of New York, which is expected
to be The Wall Street Journal. The Company will request, not later than 7
nor more than 15 calendar days prior to the Reset Announcement Date, that
the Depositary notify its participants holding Trust Preferred Securities,
Income PRIDES or Growth PRIDES of such Reset Announcement Date and of the
procedures that must be followed if any owner of FELINE PRIDES wishes to
settle the related Purchase Contract with cash on the Business Day
immediately preceding the Purchase Contract Settlement Date.

Mandatory Redemption

Subject to the requirement that the Company redeem the Debentures
under certain circumstances, the Debentures will mature on ,
2002.

Prior to the Purchase Contract Settlement Date, the Debentures are
redeemable at the option of the Company, in whole but not in part, on not
less than 30 days nor more than 60 days notice, upon the occurrence and
continuation of a Tax Event under the circumstances described under
"Description of the Debentures--Tax Event Redemption". If the Company
redeems the Debenture upon the occurrence and continuation of a Tax
Event, the proceeds from such repayment shall simultaneously be applied on
a pro rata basis to redeem Trust Preferred Securities having an aggregate
stated liquidation amount equal to the aggregate principal amount of the
Debentures so redeemed at a Redemption Price, per Trust Preferred
Security, equal to the Redemption Amount plus accrued and unpaid interest
thereon to the date of such redemption. The Redemption Price payable to
the Collateral Agent, in liquidation of the Income PRIDES holders'
interests in the Trust, will be simultaneously applied by the Collateral
Agent to purchase on behalf of the holders' of the Income PRIDES the
Treasury Portfolio. The Treasury Portfolio will be pledged with the
Collateral Agent to secure the obligation of Income PRIDES holders' to
purchase Common Stocks under the related Purchase Contracts.

Redemption Procedures

If the Trust gives a notice of redemption (which such notice will be
irrevocable) in respect of all of the Trust Preferred Securities, then, by
12:00 noon, New York City time, on the redemption date, provided that the
Company has paid to the Institutional Trustee sufficient amount of cash in
connection with the related redemption or maturity of the Debentures, the
Trust will irrevocably deposit with the Depositary, the Purchase Contract
Agent or the Collateral Agent, as applicable, funds sufficient to pay the
applicable Redemption Price and will give the Depositary, the Purchase
Contract Agent or the Collateral Agent, as applicable, irrevocable
instructions and authority to pay the Redemption Price to the holders of
the Trust Preferred Securities so called for redemption. If notice of
redemption shall have been given and funds deposited as required, then,
immediately prior to the close of business on the date of such deposit,
distributions will cease to accrue and all rights of holders of such Trust
<PAGE>
Preferred Securities so called for redemption will cease, except the right
of the holders of such Trust Preferred Securities to receive the
Redemption Price but without interest on such Redemption Price. In the
event that any date fixed for redemption of Trust Preferred Securities is
not a Business Day, then payment of the Redemption Price payable on such
date will be made on the next succeeding day that is a Business Day
(without any interest or other payment in respect of any such delay),
except that, if such Business Day falls in the next calendar year, such
payment will be made on the immediately preceding Business Day.

Distribution of the Debentures

"Investment Company Event" means that the Regular Trustees shall
have received an opinion from independent counsel experienced in practice
under the 1940 Act (as defined below) to the effect that, as a result of
the occurrence of a change in law or regulation or a written change in
interpretation or application of law or regulation by any legislative
body, court, governmental agency or regulatory authority (a "Change in
1940 Act Law"), which Change in 1940 Act Law becomes effective on or after
the date of this Prospectus Supplement, there is more than an
insubstantial risk that the Trust is or will be considered an "investment
company" which is required to be registered under the Investment Company
Act of 1940, as amended (the "1940 Act").

If, at any time, an Investment Company Event shall occur and be
continuing, the Trust shall be dissolved, with the result that Debentures
with an aggregate principal amount equal to the aggregate stated
liquidation amount of, with an interest rate identical to the distribution
rate of, and accrued and unpaid interest equal to accrued and unpaid
distributions on, the Trust Securities, would be distributed to the
holders of the Trust Securities in liquidation of such holders' interests
in the Trust on a pro rata basis within 90 days following the occurrence
of such Investment Company Event; provided, however, that such dissolution
and distribution shall be conditioned on the Company being unable to avoid
such Investment Company Event within such 90-day period by taking some
ministerial action or pursuing some other similar reasonable measure that
will have no adverse effect on the Trust, the Company or the holders of
the Trust Securities and will involve no material cost. If an Investment
Company Event occurs, Debentures distributed to the Collateral Agent in
liquidation of such holder's interest in the Trust would be pledged (in
lieu of the Trust Preferred Securities) to secure Income PRIDES holders'
obligations to purchase Common Stock under the Purchase Contracts.

The Company will have the right at any time to dissolve the Trust
and, after satisfaction of liabilities of creditors of the Trust as
provided by applicable law, cause the Debentures to be distributed to the
holders of the Trust Securities. As of the date of any distribution of
Debentures upon dissolution of the Trust, (i) the Trust Preferred
Securities will no longer be deemed to be outstanding, (ii) the Depositary
or its nominee, as the record holder of the Trust Preferred Securities,
will receive a registered global certificate or certificates representing
the Debentures to be delivered upon such distribution, and (iii) any
certificates representing Trust Preferred Securities not held by the
<PAGE>
Depositary or its nominee will be deemed to represent Debentures having an
aggregate principal amount equal to the aggregate stated liquidation
amount of, with an interest rate identical to the distribution rate of,
and accrued and unpaid interest equal to accrued and unpaid distributions
on, such Trust Preferred Securities until such certificates are presented
to the Company or its agent for transfer or reissuance. Debentures
distributed to the Collateral Agent in liquidation of the interest of the
holders of the Trust Preferred Securities in the Trust would be pledged
(in lieu of the Trust Preferred Securities) to secure Income PRIDES
holders' obligations to purchase Common Stock under the Purchase
Contracts.

There can be no assurance as to the market prices for either the
Trust Preferred Securities or the Debentures that may be distributed in
exchange for the Trust Preferred Securities if a dissolution of the Trust
were to occur. Accordingly, the Trust Preferred Securities or such
Debentures that an investor may receive if a dissolution of the Trust were
to occur may trade at a discount to the price that the investor paid to
purchase the Trust Preferred Securities forming a part of the Income
PRIDES offered hereby.

Subject to applicable law (including, without limitation, United
States federal securities laws) the Company or its subsidiaries may at any
time, and from time to time, purchase outstanding Trust Preferred
Securities by tender, in the open market or by private agreement.

Liquidation Distribution Upon Dissolution

In the event of any voluntary or involuntary dissolution of the
Trust (unless a Tax Event Redemption has occurred), the then holders of
the Trust Preferred Securities will be entitled to receive out of the
assets of the Trust, after satisfaction of liabilities to creditors,
Debentures in an aggregate principal amount equal to the aggregate stated
liquidation amount of, with an interest rate identical to the distribution
rate of, and accrued and unpaid interest equal to accrued and unpaid
distributions on, the Trust Preferred Securities on a pro rata basis in
exchange for such Trust Preferred Securities.

The holders of the Common Securities will be entitled to receive
distributions upon any such dissolution pro rata with the holders of the
Trust Preferred Securities, except that if a Declaration Event of Default
has occurred and is continuing, the Trust Preferred Securities shall have
a preference over the Common Securities with regard to such distributions.

Pursuant to the Declaration, the Trust shall dissolve (i) on ,
2004, the expiration of the term of the Trust, (ii) upon the bankruptcy of
the Company or the holder of the Common Securities, (iii) upon the filing
of a certificate of dissolution or its equivalent with respect to the
Company or the revocation of the charter of the Company and the expiration
of 90 days after the date of revocation without a reinstatement thereof,
(iv) after the receipt by the Institutional Trustee of written direction
from the Company to dissolve the Trust or the filing of a certificate of
dissolution or its equivalent with respect to the Trust, (v) upon the
distribution of Debentures, (vi) upon the occurrence and continuation of a
<PAGE>
Tax Event Redemption or (vii) upon the entry of a decree of a judicial
dissolution of the holder of the Common Securities, the Company or the
Trust.

Declaration Events of Default

An event of default under the Indenture (an "Indenture Event of
Default") constitutes an event of default under the Declaration with
respect to the Trust Securities (a "Declaration Event of Default");
provided, that pursuant to the Declaration, the holder of the Common
Securities will be deemed to have waived any Declaration Event of Default
with respect to the Common Securities until all Declaration Events of
Default with respect to the Trust Preferred Securities have been cured,
waived or otherwise eliminated. Until such Declaration Events of Default
with respect to the Trust Preferred Securities have been so cured, waived
or otherwise eliminated, the Institutional Trustee will be deemed to be
acting solely on behalf of the holders of the Trust Preferred Securities
and only the holders of the Trust Preferred Securities will have the right
to direct the Institutional Trustee with respect to certain matters under
the Declaration and, therefore, the Indenture. If a Declaration Event of
Default with respect to the Trust Preferred Securities is waived by
holders of Trust Preferred Securities, such waiver will also constitute
the waiver of such Declaration Event of Default with respect to the Common
Securities without any further act, vote or consent of the holders of the
Common Securities. If the Institutional Trustee fails to enforce its
rights under the Debentures in respect of an Indenture Event of Default
after a holder of record of Trust Preferred Securities has made a written
request, such holder of record of Trust Preferred Securities may, to the
fullest extent permitted by applicable law, institute a legal proceeding
against the Company to enforce the Institutional Trustee's rights under
the Debentures without first proceeding against the Institutional Trustee
or any other person or entity. Notwithstanding the foregoing, if a
Declaration Event of Default has occurred and is continuing and such event
is attributable to the failure of the Company to pay interest or principal
on the Debentures on the date such interest or principal is otherwise
payable (after giving effect to any right of deferral), then a holder of
Trust Preferred Securities may directly institute a proceeding after the
respective due date specified in the Debentures for enforcement of payment
(a "Direct Action") to such holder directly of the principal of or
interest on the Debentures having a principal amount equal to the
aggregate liquidation amount of the Trust Preferred Securities of such
holder. In connection with such Direct Action, the Company shall have the
right under the Indenture to set off any payment made to such holder of
the Company. The holders of Trust Preferred Securities will not be able to
exercise directly any other remedy available to the holders of the
Debentures. See "Effect of Obligations under the Debentures and the
Guarantee."

Upon the occurrence of a Declaration Event of Default, the
Institutional Trustee as the sole holder of the Debentures will have
the right under the Indenture to declare the principal of and interest
on the Debentures to be immediately due and payable. The Company and
the Trust are each required to file annually with the Institutional
Trustee an officer's certificate as to its compliance with all
<PAGE>
conditions and covenants under the Declaration.

Voting Rights

Except as described herein, under the Trust Act and the Trust
Indenture Act and under "Description of the Guarantee -- Modification of
the Guarantee; Assignment," and as otherwise required by law and the
Declaration, the holders of the Trust Preferred Securities will have no
voting rights.

Subject to the requirement of the Institutional Trustee obtaining a
tax opinion in certain circumstances set forth in the last sentence of
this paragraph, the holders of a majority in aggregate stated liquidation
amount of the Trust Preferred Securities have the right to direct the
time, method and place of conducting any proceeding for any remedy
available to the Institutional Trustee, or direct the exercise of any
trust or power conferred upon the Institutional Trustee under the
Declaration, including the right to direct the Institutional Trustee, as
holder of the Debentures, to (i) exercise the remedies available under the
Indenture with respect to the Debentures, (ii) waive any past Indenture
Event of Default that is waivable under Section __ of the Indenture, (iii)
exercise any right to rescind or annul a declaration that the principal of
all the Debentures shall be due and payable or (iv) consent to any
amendment, modification or termination of the Indenture or the Debentures
where such consent shall be required; provided, however, that, where a
consent or action under the Indenture would require the consent or act of
holders of more than a majority in principal amount of the Debentures (a
"Super-Majority") affected thereby, only the holders of at least such
Super-Majority in aggregate stated liquidation amount of the Trust
Preferred Securities may direct the Institutional Trustee to give such
consent or take such action. The Institutional Trustee shall notify all
holders of the Trust Preferred Securities of any notice of default
received from the Debt Trustee (as defined below) with respect to the
Debentures. Such notice shall state that such Indenture Event of Default
also constitutes a Declaration Event of Default. Except with respect to
directing the time, method and place of conducting a proceeding for a
remedy, the Institutional Trustee shall not take any of the actions
described in clauses (i), (ii) or (iii) above unless the Institutional
Trustee has obtained an opinion of tax counsel experienced in such matters
to the effect that, as a result of such action, the Trust will not fail to
be classified as a grantor trust for federal income tax purposes.

In the event the consent of the Institutional Trustee, as the holder
of the Debentures, is required under the Indenture with respect to any
amendment, modification or termination of the Indenture or the Debentures,
the Institutional Trustee shall request the direction of the holders of
the Trust Preferred Securities and the Common Securities with respect to
such amendment, modification or termination and shall vote with respect to
such amendment, modification or termination as directed by a majority in
stated liquidation amount of the Trust Preferred Securities and the Common
Securities voting together as a single class; provided, however, that
where a consent under the Indenture would require the consent of a
<PAGE>
Super-Majority, the Institutional Trustee may only give such consent at
the direction of the holders of at least the proportion in stated
liquidation amount of the Trust Preferred Securities and the Common
Securities which the relevant Super-Majority represents of the aggregate
principal amount of the Debentures outstanding. The Institutional Trustee
shall not take any such action in accordance with the directions of the
holders of the Trust Preferred Securities and the Common Securities unless
the Institutional Trustee has obtained an opinion of tax counsel
experienced in such matters to the effect that, as a result of such
action, the Trust will not fail to be classified as a grantor trust for
United States federal income tax purposes.

A waiver of an Indenture Event of Default will constitute a waiver
of the corresponding Declaration Event of Default.

Any required approval or direction of holders of Trust Preferred
Securities may be given at a separate meeting of holders of Trust
Preferred Securities convened for such purpose, at a meeting of all of the
holders of Trust Securities or pursuant to written consent. The Regular
Trustees will cause a notice of any meeting at which holders of Trust
Preferred Securities are entitled to vote, or of any matter upon which
action by written consent of such holders is to be taken, to be mailed to
each holder of record of Trust Preferred Securities. Each such notice will
include a statement setting forth the following information: (i) the date
of such meeting or the date by which such action is to be taken; (ii) a
description of any resolution proposed for adoption at such meeting on
which such holders are entitled to vote or of such matter upon which
written consent is sought; and (iii) instructions for the delivery of
proxies or consents. No vote or consent of the holders of Trust Preferred
Securities will be required for the Trust to cancel Trust Preferred
Securities or distribute Debentures in accordance with the Declaration.

Notwithstanding that holders of Trust Preferred Securities are
entitled to vote or consent under any of the circumstances described
above, any of the Trust Preferred Securities that are owned at such time
by the Company or any entity directly or indirectly controlling or
controlled by, or under direct or indirect common control with, the
Company, shall not be entitled to vote or consent and shall, for purposes
of such vote or consent, be treated as if such Trust Preferred Securities
were not outstanding.

The procedures by which holders of Trust Preferred Securities may
exercise their voting rights are described below. See "-- Book-Entry Only
Issuance -- The Depository Trust Company" below.

Holders of the Trust Preferred Securities will have no rights to
appoint or remove the Ingersoll-Rand Trustees, who may be appointed,
removed or replaced solely by the Company as the indirect or direct holder
of all of the Common Securities.

Modification of the Declaration

The Declaration may be modified and amended if approved by the
Regular Trustees (and in certain circumstances the Institutional Trustee
<PAGE>
or the Delaware Trustee), provided, that if any proposed amendment
provides for, or the Regular Trustees otherwise propose to effect, (i) any
action that would adversely affect the powers, preferences or special
rights of the Trust Securities, whether by way of amendment to the
Declaration or otherwise or (ii) the dissolution of the Trust other than
pursuant to the terms of the Declaration, then the holders of the Trust
Securities voting together as a single class will be entitled to vote on
such amendment or proposal and such amendment or proposal shall not be
effective except with the approval of at least a majority in such stated
liquidation amount of the Trust Securities affected thereby; provided
further, that if any amendment or proposal referred to in clause (i)
above would adversely affect only the Trust Preferred Securities or the
Common Securities, then only the affected class will be entitled to vote
on such amendment or proposal and such amendment or proposal shall not be
effective except with the approval of a majority in stated liquidation
amount of such class of securities.

Notwithstanding the foregoing, no amendment or modification may be
made to the Declaration if such amendment or modification would (i) cause
the Trust to be classified as other than a grantor trust for purposes of
United States federal income taxation, (ii) reduce or otherwise adversely
affect the powers of the Institutional Trustee or (iii) cause the Trust to
be deemed an "investment company" which is required to be registered under
the Investment Company Act of 1940 (the "1940 Act").

Mergers, Consolidations or Amalgamations

The Trust may not consolidate, amalgamate, merge with or into, or be
replaced by, or convey, transfer or lease its properties and assets
substantially as an entirety, to any corporation or other body, except as
described below or as described in "Liquidation Distribution Upon
Dissolution". The Trust may, with the consent of the Regular Trustees and
without the consent of the holders of the Trust Securities, consolidate,
amalgamate, merge with or into, or be replaced by a trust organized as
such under the laws of any State; provided, that (i) if the Trust is not
the surviving entity, such successor entity either (x) expressly assumes
all of the obligations of the Trust under the Trust Securities or (y)
substitutes for the Trust Securities other securities having substantially
the same terms as the Trust Securities (the "Successor Securities"), so
long as the Successor Securities rank the same as the Trust Securities
with respect to distributions and payments upon liquidation, redemption
and otherwise, (ii) the Company expressly acknowledges a trustee of such
successor entity possessing the same powers and duties as the
Institutional Trustee as the holder of the Debentures, (iii) if the Trust
Preferred Securities are listed, any Successor Securities will be listed
upon notification of issuance, on any national securities exchange or with
another organization on which the Trust Preferred Securities are then
listed or quoted, (iv) such merger, consolidation, amalgamation or
replacement does not cause the Trust Preferred Securities (including any
Successor Securities) to be downgraded by any nationally recognized
statistical rating organization, (v) such merger, consolidation,
amalgamation or replacement does not adversely affect the rights,
preferences and privileges of the holders of the Trust Securities
<PAGE>
(including any Successor Securities) in any material respect (other than
with respect to any dilution of the holders' interest in the new entity),
(vi) such successor entity has a purpose substantially identical to that
of the Trust, (vii) prior to such merger, consolidation, amalgamation or
replacement, the Company has received an opinion of a nationally
recognized independent counsel to the Trust experienced in such matters to
the effect that, (A) such merger, consolidation, amalgamation or
replacement does not adversely affect the rights, preferences and
privileges of the holders of the Trust Securities (including any Successor
Securities) in any material respect (other than with respect to any
dilution of the holders' interest in the new entity), (B) following such
merger, consolidation, amalgamation or replacement, neither the Trust nor
such successor entity will be required to register as an investment
company under the 1940 Act and (C) following such merger, consolidation,
amalgamation or replacement, the Trust (or the successor entity) will
continue to be classified as a grantor trust for federal income tax
purposes, and (viii) the Company guarantees the obligations of such
successor entity under the Successor Securities at least to the extent
provided by the Guarantee and the Common Securities Guarantee.
Notwithstanding the foregoing the Trust shall not, except with the consent
of holders of 100% in stated liquidation amount of the Trust Securities,
consolidate, amalgamate, merge with or into, or be replaced by any other
entity or permit any other entity to consolidate, amalgamate, merge with
or into, or replace it, if such consolidation, amalgamation, merger or
replacement would cause the Trust or the successor entity to be classified
as other than a grantor trust for federal income tax purposes.

Book-Entry Only Issuance -- The Depository Trust Company

In the event that the Trust Preferred Securities are issued as one
or more fully-registered global Trust Preferred Securities certificates
representing the total aggregate number of Trust Preferred Securities, the
Depositary will act as securities depositary for the Trust Preferred
Securities. In such event, the Trust Preferred Securities will be issued
only as fully-registered securities registered in the name of Cede & Co.
(the Depositary's nominee). However, under certain circumstances, the
Regular Trustees with the consent of the Company may decide not to use the
system of book-entry transfers through the DTC with respect to the Trust
Preferred Securities. In that event, certificates of the Trust Preferred
Securities will be printed and delivered to the holders.

The laws of some jurisdictions require that certain purchasers of
securities take physical delivery of securities in definitive form. Such
laws may impair the ability to transfer beneficial interests in the global
Trust Preferred Securities as represented by a global certificate.

Purchases of Trust Preferred Securities within the Depositary's
system must be made by or through Direct Participants, which will receive
a credit for the Trust Preferred Securities on the Depositary's records.
The ownership interest of each actual purchaser of each Trust Preferred
Security (a "Beneficial Owner") is in turn to be recorded on the Direct
and Indirect Participants' records. Beneficial Owners will not receive
written confirmation from the Depositary of their purchases, but
<PAGE>
Beneficial Owners are expected to receive written confirmations providing
details of the transaction, as well as periodic statements of their
holdings, from the Direct or Indirect Participants through which the
Beneficial Owners purchased Trust Preferred Securities. Transfers of
ownership interests in the Trust Preferred Securities are to be
accomplished by entries made on the books of Participants acting on behalf
of Beneficial Owners. Beneficial owners will not receive certificates
representing their ownership interests in the Trust Preferred Securities,
except in the event that use of the book-entry system for the Trust
Preferred Securities is discontinued.

To facilitate subsequent transfers, all the Trust Preferred
Securities deposited by Participants with the Depositary are registered in
the name of the Depositary's nominee, Cede & Co. The deposit of Trust
Preferred Securities with the Depositary and their registration in the
name of Cede & Co. effect no change in beneficial ownership. The
Depositary has no knowledge of the actual Beneficial Owners of the Trust
Preferred Securities. The Depositary's records reflect only the identity
of the Direct Participants to whose accounts such Trust Preferred
Securities are credited, which may or may not be the Beneficial Owners.
The Participants will remain responsible for keeping account of their
holdings on behalf of their customers.

So long as the Depositary or its nominee is the registered owner or
holder of a Global Certificate, the Depositary or such nominee, as the
case may be, will be considered the sole owner or holder of the Trust
Preferred Securities represented thereby for all purposes under the
Declaration and the Trust Preferred Securities. No beneficial owner of an
interest in a Global Certificate will be able to transfer that interest
except in accordance with the Depositary applicable procedures, in
addition to those provided for under the Declaration.

The Depositary has advised the Company that it will take any action
permitted to be taken by a holder of Trust Preferred Securities (including
the presentation of Trust Preferred Securities for exchange as described
below) only at the direction of one or more Participants to whose account
the Depositary's interests in the Global Certificates are credited and
only in respect of such portion of the stated liquidation amount of Trust
Preferred Securities as to which such Participant or Participants has or
have given such directions. However, if there is a Declaration Event of
Default under the Trust Preferred Securities, the Depositary will exchange
the Global Certificates for Certificated Securities, which it will
distribute to its Participants.

Conveyance of notices and other communications by the Depositary to
Direct Participants and Indirect Participants and by Direct Participants
and Indirect Participants to Beneficial Owners will be governed by
arrangements among them, subject to any statutory or regulatory
requirements that may be in effect from time to time.

Although voting with respect to the Trust Preferred Securities is
limited, in those cases where a vote is required, neither the Depositary
nor Cede & Co. will itself consent or vote with respect to Trust Preferred
Securities. Under its usual procedures, the Depositary would mail an
<PAGE>
omnibus proxy to the Trust as soon as possible after the record date. The
omnibus proxy assigns Cede & Co.'s consenting or voting rights to those
Direct Participants to whose accounts the Trust Preferred Securities are
credited on the record date (identified in a listing attached to the
omnibus proxy). The Company and the Trust believe that the arrangements
among the Depositary, Direct and Indirect Participants, and Beneficial
Owners will enable the Beneficial Owners to exercise rights equivalent in
substance to the rights that can be directly exercised by a record holder
of a beneficial interest in the Trust.

Distribution payments on the Trust Preferred Securities will be made
to the Depositary in immediately available funds. The Depositary's
practice is to credit Direct Participants' accounts on the relevant
payment date in accordance with their respective holdings shown on the
Depositary's records unless the Depositary has reason to believe that it
will not receive payments on such payment date. Payments by Participants
to Beneficial Owners will be governed by standing instructions and
customary practices, as is the case with securities held for the account
of customers in bearer form or registered in "street name," and such
payments will be the responsibility of such Participant and not of the
Depositary, the Trust or the Company, subject to any statutory or
regulatory requirements to the contrary that may be in effect from time to
time. Payment of distributions to the Depositary is the responsibility of
the Trust, disbursement of such payments to Direct Participants is the
responsibility of the Depositary, and disbursement of such payments to the
Beneficial Owners is the responsibility of Direct and Indirect
Participants.

Except as provided herein, a Beneficial Owner in a global Trust
Preferred Security certificate will not be entitled to receive physical
delivery of Trust Preferred Securities. Accordingly, each Beneficial Owner
must rely on the procedures of the Depositary to exercise any rights under
the Trust Preferred Securities.

Although the Depositary has agreed to the foregoing procedure in
order to facilitate transfer of interests in the Global Certificates among
Participants, the Depositary is under no obligation to perform or continue
to perform such procedures and such procedures may be discontinued at any
time. None of the Company, the Trust or any Ingersoll-Rand Trustee will
have any responsibility for the performance by the Depositary or its
Participants or Indirect Participants under the rules and procedures
governing the Depositary. The Depositary may discontinue providing its
services as securities depositary with respect to the Trust Preferred
Securities at any time by giving reasonable notice to the Trust. Under
such circumstances, in the event that a successor securities depositary is
not obtained, Trust Preferred Securities certificates are required to be
printed and delivered to holders. Additionally, the Regular Trustees (with
the consent of the Company) may decide to discontinue use of the system of
book-entry transfers through the Depositary (or any successor depositary)
with respect to the Trust Preferred Securities. In that event,
certificates for the Trust Preferred Securities will be printed and
delivered to holders. In each of the above circumstances, the Company
<PAGE>
will appoint a paying agent with respect to the Trust Preferred
Securities.

The information in this section concerning the Depositary and the
Depositary's book-entry system has been obtained from sources that the
Company and the Trust believe to be reliable, but neither the Company nor
the Trust takes responsibility for the accuracy hereof.

Registrar, Transfer Agent and Paying Agent

Payments in respect of the Trust Preferred Securities represented by
the Global Certificates shall be made to the Depositary, which shall credit
the relevant accounts at the Depositary on the applicable distribution
dates, or, in the case of certificated securities, such payments shall be
made by check mailed to the address of the holder entitled thereto as such
address shall appear on the Register. The Paying Agent shall be permitted
to resign as Paying Agent upon 30 days' written notice to the Ingersoll-
Rand Trustees. In the event that shall no longer be the
Paying Agent, the Regular Trustees shall appoint a successor to act as
Paying Agent (which shall be a bank or trust company).

_______________ will act as registrar, transfer agent and paying
agent for the Trust Preferred Securities.

Registration of transfers of Trust Preferred Securities will be
effected without charge by or on behalf of the Trust, but upon payment
(and the giving of such indemnity as the Trust or the Company may require)
in respect of any tax or other government charge which may be imposed in
relation to it.

Information Concerning the Institutional Trustee

The Institutional Trustee prior to the occurrence of a default with
respect to the Trust Securities and after the curing of any defaults that
may have occurred, undertakes to perform only such duties as are
specifically set forth in the Declaration and, after default, shall
exercise the same degree of care as a prudent individual would exercise in
the conduct of his or her own affairs. Subject to such provisions, the
Institutional Trustee is under no obligation to exercise any of the powers
vested in it by the Declaration at the request of any holder of Trust
Preferred Securities, unless offered reasonable indemnity by such holder
against the costs, expenses and liabilities which might be incurred
thereby. The holders of Trust Preferred Securities will not be required to
offer such indemnity in the event such holders, by exercising their voting
rights, direct the Institutional Trustee to take any action it is
empowered to take under the Declaration following a Declaration Event of
Default. The Institutional Trustee also serves as trustee under the
Guarantee.

Governing Law

The Declaration and the Trust Preferred Securities will be governed
by, and construed in accordance with, the internal laws of the State of
Delaware.
<PAGE>
Miscellaneous

The Regular Trustees are authorized and directed to operate the
Trust in such a way so that the Trust will not be required to register as
an "investment company" under the 1940 Act or be characterized as other
than a grantor trust for federal income tax purposes. The Company is
authorized and directed to conduct its affairs so that the Debentures will
be treated as indebtedness of the Company for federal income tax purposes.
In this connection, the Company and the Regular Trustees are authorized to
take any action not inconsistent with applicable law, the Declaration of
Trust, the certificate of trust of the Trust or the certificate of
incorporation of the Company, that each of the Company and the Regular
Trustees determines in its discretion to be necessary or desirable to
achieve such end, as long as such action does not adversely affect the
interests of the holders of the Trust Preferred Securities or vary the
terms thereof.

Holders of the Trust Preferred Securities have no preemptive or
similar rights.

DESCRIPTION OF THE GUARANTEE

Set forth below is a summary of information concerning the Guarantee
which will be executed and delivered by the Company for the benefit of the
holders from time to time of Trust Preferred Securities. The Guarantee
will be qualified as an indenture under the Trust Indenture Act.
, an independent trustee, will act as indenture trustee
under the Guarantee (the "Guarantee Trustee") for the purposes of
compliance with the provisions of the Trust Indenture Act. The terms of
the Guarantee will be those set forth in the Guarantee and those made part
of the Guarantee by the Trust Indenture Act. The following summary is not
necessarily complete, and reference is hereby made to the copy of the form
of Guarantee (including the definitions therein of certain terms) which is
filed as an exhibit to the Registration Statement of which this Prospectus
Supplement forms a part, and to the Trust Indenture Act. Whenever
particular defined terms of the Guarantee are referred to in this
Prospectus Supplement, such defined terms are incorporated herein by
reference. The Guarantee will be held by the Guarantee Trustee for the
benefit of the holders of the Trust Preferred Securities. The following
descriptions of certain terms of the Guarantee supplements and, to the
extent inconsistent with, replaces the description of the general terms
and provisions of the Guarantee set forth in the accompanying Prospectus,
to which reference is hereby made.

General

Pursuant to the Guarantee, the Company will irrevocably and
unconditionally agree, to the extent set forth therein, to pay in full on
a senior unsecured basis, to the holders of the Trust Preferred Securities
issued by the Trust, the Guarantee Payments (as defined herein) (except to
the extent paid by the Trust), as and when due, regardless of any defense,
right of set-off or counterclaim which the Trust may have or assert. The
following payments or distributions with respect to Trust Preferred
Securities issued by the Trust to the extent not paid by or on behalf of
<PAGE>
the Trust (the "Guarantee Payments"), will be subject to the Guarantee
thereon (without duplication): (i) any accrued and unpaid distributions
which are required to be paid on the Trust Preferred Securities, to the
extent the Trust shall have funds available therefor; (ii) the redemption
price, including all accumulated and unpaid distributions to the date of
redemption, of Trust Preferred Securities in respect of which the related
Debentures have been redeemed by the Company upon the occurrence of a
Tax Event Redemption, to the extent the Trust shall have funds available
therefor; and (iii) upon a voluntary or involuntary dissolution of the
Trust (other than in connection with the distribution of Debentures to the
holders of Trust Preferred Securities), the lesser of (a) the aggregate of
the stated liquidation amount and all accrued and unpaid distributions on
such Trust Preferred Securities to the date of payment, to the extent the
Trust has funds available therefor, and (b) the amount of assets of the
Trust remaining available for distribution to holders of the Trust
Preferred Securities in liquidation of the Trust. The Company's obligation
to make a Guarantee Payment may be satisfied by direct payment of the
required amounts by the Company to the holders of Trust Preferred
Securities or by causing the Trust to pay such amounts to such holders.

The Guarantee will be a full and unconditional guarantee generally
on a senior unsecured basis with respect to the Trust Preferred Securities
issued by the Trust, but will not apply to any payment of distributions
except to the extent the Trust shall have funds available therefor. If the
Company does not make interest payments on the Debentures purchased by the
Trust, the Trust will not pay distributions on the Trust Preferred
Securities and will not have funds available therefor. See "Effect of
Obligations under the Debentures and the Guarantee."

The Guarantee, when taken together with the Company's obligations
under the Debentures, the Indenture, and the Declaration, will have the
effect of providing a full and unconditional guarantee on a senior
unsecured basis by the Company of payments due on the Trust Preferred
Securities.

The Company has also agreed separately to irrevocably and
unconditionally guarantee the obligations of the Trust with respect to the
Common Securities (the "Common Securities Guarantee") to the same extent
as the Guarantee, except that upon an Indenture Event of Default, holders
of Trust Preferred Securities shall have priority over holders of Common
Securities with respect to distributions and payments on liquidation,
redemption or otherwise.

Certain Covenants of the Company

In the Guarantee, the Company will covenant that, so long as any
Trust Preferred Securities issued by the Trust remain outstanding, if
there shall have occurred any event that would constitute an event of
default under the Guarantee or the Declaration, then (a) the Company shall
not declare or pay any dividend on, make any distributions with respect
to, or redeem, purchase, acquire or make a liquidation payment with
respect to, any of its capital stock (other than (i) purchases or
acquisitions of capital stock of the Company in connection with the
satisfaction by the Company of its obligations under any employee benefit
<PAGE>
plans or the satisfaction by the Company of its obligations pursuant to
any contract or security outstanding on the date of such event requiring
the Company to purchase capital stock of the Company, (ii) as a result of
a reclassification of the Company's capital stock or the exchange or
conversion of one class or series of the Company's capital stock for
another class or series of the Company's capital stock, (iii) the purchase
of fractional interests in shares of the Company's capital stock pursuant
to the conversion or exchange provisions of such capital stock or the
security being converted or exchanged, (iv) dividends or distributions in
capital stock of the Company and (v) redemptions or purchases of any
rights pursuant to the Rights Agreement or any successor to the Rights
Agreement, and the declaration thereunder of a dividend of rights in the
future), (b) the Company shall not make any payment of interest, principal
or premium, if any, on or repay, repurchase or redeem any debt securities
issued by the Company which rank junior to the Debentures and (c) the
Company shall not make any guarantee payments with respect to the
foregoing (other than payments pursuant to the Guarantee or the Common
Securities Guarantee).

Modification of the Guarantee; Assignment

Except with respect to any changes which do not adversely affect the
rights of holders of Trust Preferred Securities (in which case no vote
will be required), the Guarantee may be amended only with the prior
approval of the holders of not less than a majority in stated liquidation
amount of the outstanding Trust Preferred Securities issued by the Trust.
All guarantees and agreements contained in the Guarantee shall bind the
successors, assigns, receivers, trustees and representatives of the
Company and shall inure to the benefit of the holders of the Trust
Preferred Securities then outstanding.

Termination

The Guarantee will terminate (a) upon distribution of the Debentures
held by the Trust to the holders of the Trust Preferred Securities, (b)
upon full payment of the redemption price of all the Trust Preferred
Securities in the event that all of the Debentures are repurchased by the
Company upon the occurrence of a Tax Event Redemption or (c) upon full
payment of the amounts payable in accordance with the Declaration upon
liquidation of the Trust. The Guarantee will continue to be effective or
will be reinstated, as the case may be, if at any time any holder of Trust
Preferred Securities must restore payment of any sums paid under the Trust
Preferred Securities or the Guarantee.

Events of Default

An event of default under the Guarantee will occur upon the failure
of the Company to perform any of its payment or other obligations
thereunder.

The holders of a majority in stated liquidation amount of the Trust
Preferred Securities have the right to direct the time, method and place
of conducting any proceeding for any remedy available to the Guarantee
Trustee in respect of the Guarantee or to direct the exercise of any trust
<PAGE>
or power conferred upon the Guarantee Trustee under the Guarantee. If the
Guarantee Trustee fails to enforce such Guarantee, any holder of Trust
Preferred Securities may institute a legal proceeding directly against the
Company to enforce such holder's rights under the Guarantee, without first
instituting a legal proceeding against the Trust, the Guarantee Trustee or
any other person or entity. The Company waives any right or remedy to
require that any action be brought first against the Trust or any other
person or entity before proceeding directly against the Company.

Status of the Guarantee

The Guarantee will constitute a senior unsecured obligation of the
Company and will rank pari passu with all of the Company's other senior
unsecured obligations.

The Guarantee will constitute a guarantee of payment and not of
collection (that is, the guaranteed party may institute a legal proceeding
directly against the guarantor to enforce its rights under the guarantee
without instituting a legal proceeding against any other person or
entity).

Information Concerning the Guarantee Trustee

The Guarantee Trustee, prior to the occurrence of a default with
respect to the Guarantee, undertakes to perform only such duties as are
specifically set forth in the Guarantee and, after default, shall exercise
the same degree of care as a prudent individual would exercise in the
conduct of his or her own affairs. Subject to such provisions, the
Guarantee Trustee is under no obligation to exercise any of the powers
vested in it by the Guarantee at the request of any holder of Trust
Preferred Securities, unless offered reasonable indemnity against the
costs, expenses and liabilities which might be incurred thereby; but the
foregoing shall not relieve the Guarantee Trustee, upon the occurrence of
an event of default under the Guarantee, from exercising the rights and
powers vested in it by the Guarantee.

Governing Law

The Guarantee will be governed by and construed in accordance with
the internal laws of the State of New York.

DESCRIPTION OF THE DEBENTURES

Set forth below is a description of the specific terms of the Debentures
in which the Trust will invest the proceeds from the issuance and sale of
the Trust Securities. The following description is not necessarily
complete, and reference is hereby made to the copy of the form of the
Indenture to be entered into between the Company and , as
trustee (the "Debt Trustee"), as supplemented or amended from time to time
(as so supplemented and amended, the "Indenture") which is filed as an
exhibit to the Registration Statement of which this Prospectus Supplement
forms a part, and to the Trust Indenture Act. Certain capitalized terms
used herein are defined in the Indenture.
<PAGE>
Under certain circumstances involving the dissolution of the Trust,
Debentures may be distributed to the holders of the Trust Securities in
liquidation of the Trust. See "Description of the Trust Preferred
Securities -- Distribution of the Debentures." The following descriptions
of certain terms of the Debentures supplement and, to the extent
inconsistent with, replace the description of the general terms and
provisions of the Debentures set forth in the accompanying Prospectus, to
which reference is hereby made.

General

The Debentures will be issued as senior unsecured debt under the
Indenture and will rank pari passu in right of payment with all of the
Company's other senior unsecured debt obligations. The Company's
obligations with respect to the Debentures will not be subordinated to any
other unsecured debt obligations of the Company, whether incurred prior
to, on or after the date hereof. The Debentures will be limited in
aggregate principal amount to $ , such amount being the sum of the
aggregate stated liquidation amounts of the Trust Preferred Securities and
the Common Securities.

The Debentures will not be subject to a sinking fund provision.
Unless a Tax Event Redemption has occurred prior to the Purchase Contract
Settlement Date, the entire principal amount of the Debentures will mature
and become due and payable, together with any accrued and unpaid interest
thereon including Compound Interest (as defined herein) and expenses and
taxes of the Trust (as defined herein), if any, on , 2002.

The Company will have the right at any time to dissolve the Trust
and cause the Debentures to be distributed to the holders of the Trust
Securities. If Debentures are distributed to holders of Trust Securities
in liquidation of such holders' interests in the Trust, such Debentures
will initially be issued as a Global Security (as defined herein). As
described herein, under certain limited circumstances, Debentures may be
issued in certificated form in exchange for a Global Security. See "--
Book-Entry and Settlement" below. In the event that Debentures are issued
in certificated form, such Debentures will be in denominations of $50 and
integral multiples thereof and may be transferred or exchanged at the
offices described below. Payments on Debentures issued as a Global
Security will be made to the Depositary, a successor depositary or, in the
event that no depositary is used, to a Paying Agent for the Debentures. In
the event Debentures are issued in certificated form, principal and
interest will be payable, the transfer of the Debentures will be
registrable and Debentures will be exchangeable for Debentures of other
denominations of a like aggregate principal amount, at the corporate trust
office or agency of the Institutional Trustee in ,
; provided, that at the option of the Company, payment of interest may be
made by check mailed to the address of the holder entitled thereto or by
wire transfer to an account appropriately designated by the holder
entitled thereto. Notwithstanding the foregoing, so long as the holder of
any Debentures is the Institutional Trustee, the payment of principal and
interest on the Debentures held by the Institutional Trustee will be made
<PAGE>
at such place and to such account as may be designated by the
Institutional Trustee.

The Indenture does not contain provisions that afford holders of the
Debentures protection in the event of a highly leveraged transaction or
other similar transaction involving the Company that may adversely affect
such holders.

Interest

Each Debenture shall bear interest initially at the rate of % per
annum from the original date of issuance, payable quarterly in arrears on
, , and of each year (each an
"Interest Payment Date"), commencing , 1997, to the person in
whose name such Debenture is registered, subject to certain exceptions, at
the close of business on the Business Day next preceding such Interest
Payment Date. The applicable interest rate on the Debentures and the
distribution rate on the related Trust Preferred Securities on and after
the Purchase Contract Settlement Date will be reset on the third Business
Day immediately preceding the Purchase Contract Settlement Date to the
Reset Rate, which will be equal to the sum of the Reset Spread and the
rate on the Two-Year Benchmark Treasury in effect on the third Business
Day immediately preceding the Purchase Contract Settlement Date, and will
be determined by the Reset Agent as the rate the Trust Preferred
Securities should bear in order for a Trust Preferred Security to have an
approximate market value on the third Business Day immediately preceding
the Purchase Contract Settlement Date of 100.5% of the Stated Amount;
provided that in no event will the Reset Rate be higher than the rate on
the Two-Year Benchmark Treasury on the third Business Day immediately
preceding the Purchase Contract Settlement Date plus 200 basis points
(2%). Such market value may be less than 100.5% if the Reset Spread is set
at the permitted maximum of 2%. The "Two-Year Benchmark Treasury" shall
mean direct obligations of the United States (which may be obligations
traded on a when-issued basis only) having a maturity comparable to the
remaining term of the Trust Preferred Securities, as agreed upon by the
Company and the Reset Agent. The rate for the Two-Year Benchmark Treasury
will be the bid side rate displayed at 10:00 A.M., New York City time, on
the third Business Day immediately preceding the Purchase Contract
Settlement Date in the Telerate system (or if the Telerate system is (a)
no longer available on the third Business Day immediately preceding the
Purchase Contract Settlement Date or (b) in the opinion of the Reset Agent,
no longer an appropriate system from which to obtain such rate, such other
nationally recognized quotation system as, in the opinion of the Reset
Agent (after consultation with the Company) is appropriate). If such rate
is not so displayed, the rate for the Two-Year Benchmark Treasury shall be,
as calculated by the Reset Agent, the yield to maturity for the Two-Year
Benchmark Treasury, expressed as a bond equivalent on the basis of a year
of 365 or 366 days, as applicable, and applied on a daily basis, and
computed by taking the arithmetic mean of the secondary market bid rates,
as of 10:30 A.M., New York City time, on the third Business Day immediately
preceding the Purchase Contract Settlement Date of three leading United
States government securities dealers selected by the Reset Agent (after
consultation with the Company)
<PAGE>
(which may include the Reset Agent or an affiliate thereof). It is
currently anticipated that Merrill Lynch, Pierce, Fenner & Smith
Incorporated will be the investment banking firm acting as the Reset
Agent.

On the Reset Announcement Date, the Two-Year Benchmark Treasury will
be selected and the Reset Spread to be added to the rate on the Two-Year
Benchmark Treasury in effect on the third Business Day immediately
preceding the Purchase Contract Settlement Date will be established by the
Reset Agent, and the Reset Spread and the Two-Year Benchmark Treasury will
be announced by the Company. The Company will cause a notice of the Reset
Spread and such Two-Year Benchmark Treasury to be published on the
Business Day following the Reset Announcement Date by publication in a
daily newspaper in the English language of general circulation in The City
of New York, which is expected to be The Wall Street Journal. In the event
the Debentures shall not continue to remain in book-entry only form, the
Company shall have the right to select record dates, which shall be more
than fifteen Business Days but less than 60 Business Days prior to the
Interest Payment Date.

The amount of interest payable for any period will be computed on
the basis of a 360-day year consisting of twelve 30-day months. The amount
of interest payable for any period shorter than a full quarterly period
for which interest is computed will be computed on the basis of the actual
number of days elapsed in such 90-day period. In the event that any date
on which interest is payable on the Debentures is not a Business Day, then
payment of the interest payable on such date will be made on the next
succeeding day that is a Business Day (and without any interest or other
payment in respect of any such delay), except that, if such Business Day
is in the next succeeding calendar year, then such payment shall be made
on the immediately preceding Business Day, in each case with the same
force and effect as if made on such date.

Tax Event Redemption

If a Tax Event shall occur and be continuing, the Company may, at
its option, redeem Debentures in whole (but not in part) at any time prior
to the Purchase Contract Settlement Date, at a Redemption Price equal to,
for each Debenture, the Redemption Amount plus accrued and unpaid interest
thereon, including Compound Interest and expenses and taxes of the Trust
(each as defined herein), if any, to the date of redemption (the "Tax
Event Redemption Date"). If, following the occurrence of a Tax Event, the
Company exercises its option to redeem the Debentures, then the proceeds
of such redemption will be applied to redeem Trust Securities having a
liquidation amount equal to the principal amount of Debentures to be paid
in accordance with their terms, at the Redemption Price. The Redemption
Price payable to those holders whose Trust Preferred Securities are not
components of Income PRIDES will be paid directly to such holders, and the
Redemption Price payable in liquidation of the Income PRIDES holders'
interest in the Trust will be distributed to the Collateral Agent, who in
turn will apply such Redemption Price to purchase the Treasury Portfolio
on behalf of the holders of Income PRIDES. Such Treasury Portfolio will
be pledged with the Collateral Agent to secure such Income PRIDES holders'
<PAGE>
obligation to purchase the Company's Common Stock under the Purchase
Contracts. See "Description of the Trust Preferred Securities -- Mandatory
Redemption."

"Tax Event" means the receipt by the Trust of an opinion of a
nationally recognized independent tax counsel experienced in such matters
to the effect that, as a result of (a) any amendment to, or change
(including any announced prospective change) in, the laws (or any
regulations thereunder) of the United States or any political subdivision
or taxing authority thereof or therein affecting taxation, (b) any
amendment to or change in an interpretation or application of such laws or
regulations by any legislative body, court, governmental agency or
regulatory authority or (c) any interpretation or pronouncement that
provides for a position with respect to such laws or regulations that
differs from the generally accepted position on the date the Trust
Securities are issued, which amendment or change is effective or which
interpretation or pronouncement is announced on or after the date of
issuance of the Trust Securities under the Declaration, there is more than
an insubstantial risk that (i) interest payable by the Company on the
Debentures would not be deductible, in whole or in part, by the Company
for federal income tax purposes or (ii) the Trust would be subject to more
than a de minimis amount of other taxes, duties or other governmental
charges.

"Treasury Portfolio" means, with respect to the Applicable Principal
Amount of Debentures, a portfolio of zero-coupon U.S. Treasury Securities
consisting of (a) principal strips of the Treasury Securities in an
aggregate amount equal to the Applicable Principal Amount, (b) with
respect of each scheduled interest payment date on the Debentures that
occurs after the Tax Event Redemption Date and falls in [specify the two
months in which semi-annual interest payments on the Treasury Securities
are to be made], interest strips of the Treasury Securities in an
aggregate amount equal to the aggregate interest payment that would be due
on the Applicable Principal Amount of the Debentures on such date, and (c)
with respect to each scheduled interest payment date on the Debentures
that occurs after the Tax Event Redemption Date and falls in [specify the
other two months in which Debenture interest payments are due], zero-
coupon U.S. Treasury Securities interest strips of the ___% U.S. Treasury
Securities (Cusip No. _______) which mature on __________ in an aggregate
amount equal to the aggregate interest payment that would be due on the
Applicable Principal Amount of the Debentures on such date.

"Applicable Principal Amount" means the aggregate principal amount
of the Debentures corresponding to the aggregate stated liquidation amount
of the Trust Preferred Securities which are components of Income PRIDES on
the Tax Event Redemption Date.
<PAGE>
"Redemption Amount" means for each Debenture, the product of the
principal amount of such Debenture and the Treasury Portfolio Purchase
Price, expressed as a percentage of the Applicable Principal Amount.

"Treasury Portfolio Purchase Price" means the lowest aggregate price
quoted by a primary U.S. government securities dealer in New York City (a
"Primary Treasury Dealer") to the Quotation Agent on the third Business
Day immediately preceding the Tax Event Redemption Date for the purchase
of the Treasury Portfolio for settlement on the Tax Event Redemption Date.

"Quotation Agent" means (i) Merrill Lynch Government Securities,
Inc. and its respective successors, provided, however, that if the
foregoing shall cease to be a Primary Treasury Dealer, the Company shall
substitute therefor another Primary Treasury Dealer, and (ii) any other
Primary Treasury Dealer selected by the Institutional Trustee after
consultation with the Company.

Notice of any redemption will be mailed at least 30 days but not
more than 60 days before the redemption date to each registered holder of
Debentures to be prepaid at its registered address. Unless the Company
defaults in payment of the Redemption Price, on and after the redemption
date interest shall cease to accrue on such Debentures.

Option to Extend Interest Payment Period

The Company shall have the right at any time, and from time to time,
during the term of the Debentures, to defer payments of interest by
extending the interest payment period for a period not extending beyond
the maturity date of the Debentures, at the end of which Extension Period,
the Company shall pay all interest then accrued and unpaid (including any
expenses and taxes of the Trust, as herein defined) together with interest
thereon compounded quarterly at the rate of % per annum through and
including 2000, and at the Reset Rate thereafter, to the extent permitted
by applicable law ("Compound Interest"); provided, that during any such
Extension Period, (a) the Company shall not declare or pay dividends or
make any distribution with respect to, or redeem, purchase, acquire or
make a liquidation payment with respect to, any of its capital stock
(other than (i) purchases or acquisitions of capital stock of the Company
in connection with the satisfaction by the Company of its obligations
under any employee benefit plans or the satisfaction by the Company of its
obligations pursuant to any contract or security outstanding on the date
of such event requiring the Company to purchase capital stock of the
Company, (ii) as a result of a reclassification of the Company's capital
stock or the exchange or conversion of one class or series of the
Company's capital stock for another class or series of the Company capital
stock, (iii) the purchase of fractional interests in shares of the
Company's capital stock pursuant to the conversion or exchange provisions
of such capital stock or the security being converted or exchanged, (iv)
dividends or distributions in capital stock of the Company and (v)
redemptions or purchases of any rights pursuant to the Rights Agreement or
any successor to the Rights Agreement, and the declaration thereunder of a
dividend of rights in the future), (b) the Company shall not make any
payment of interest, principal or premium, if any, on or repay, repurchase
or redeem any debt securities issued by the Company that rank junior to
<PAGE>
the Debentures, and (c) the Company shall not make any guarantee payments
with respect to the foregoing (other than payments pursuant to the
Guarantee or the Common Securities Guarantee). Prior to the termination of
any such Extension Period, the Company may further defer payments of
interest by extending the interest payment period; provided, however, that
such Extension Period, including all such previous and further extensions,
may not extend beyond the maturity of the Debentures. Upon the termination
of any Extension Period and the payment of all amounts then due, the
Company may commence a new Extension Period, subject to the terms set
forth in this section. No interest during an Extension Period, except at
the end thereof, shall be due and payable, but the Company, at its option,
may prepay on any Interest Payment Date all of the interest accrued during
the then elapsed portion of an Extension Period. The Company has no
present intention of exercising its right to defer payments of interest by
extending the interest payment period on the Debentures. If the
Institutional Trustee shall be the sole holder of the Debentures, the
Company shall give the Regular Trustees and the Institutional Trustee
notice of its selection of such Extension Period one Business Day prior to
the earlier of (i) the date distributions on the Trust Preferred
Securities are payable or (ii) the date the Regular Trustees are required
to give notice, if applicable, to the NYSE (or other applicable
self-regulatory organization) or to holders of the Trust Preferred
Securities of the record or payment date of such distribution. The Regular
Trustees shall give notice of the Company's selection of such Extension
Period to the holders of the Trust Preferred Securities. If the
Institutional Trustee shall not be the sole holder of the Debentures, the
Company shall give the holders of the Debentures notice of its selection
of such Extension Period ten Business Days prior to the earlier of (i) the
Interest Payment Date or (ii) the date upon which the Company is required
to give notice, if applicable, to the NYSE (or other applicable
self-regulatory organization) or to holders of the Debentures of the
record or payment date of such related interest payment.

Expenses and Taxes of the Trust

In the Indenture, the Company, as borrower, has agreed to pay all
debts and other obligations (other than with respect to the Trust
Securities) and all costs and expenses of the Trust (including the costs
and expenses relating to the organization of the Trust, the fees and
expenses of the Trustees and the costs and expenses relating to the
operation of the Trust) and to pay any and all taxes and all costs and
expenses with respect thereto (other than United States withholding taxes)
to which the Trust might become subject. The Company also has agreed in
the Indenture to execute such additional agreements as may be necessary or
desirable to give full effect to the foregoing.

Indenture Events of Default

If any Indenture Event of Default shall occur and be continuing, the
Institutional Trustee, as the holder of the Debentures, will have the
right to declare the principal of and the interest on the Debentures
(including any Compound Interest and expenses and taxes of the Trust, if
any) and any other amounts payable under the Indenture to be forthwith due
<PAGE>
and payable and to enforce its other rights as a creditor with respect to
the Debentures.

The following are Events of Default under the Indenture with respect
to the Debentures: (1) failure to pay interest on the Debentures when due,
continued for 30 days; provided, however, that if the Company is permitted
by the terms of the Debentures to defer the payment in question, then the
date on which such payment is due and payable shall be the date on which
the Company is required to make payment following such deferral, if such
deferral has been elected pursuant to the terms of the Debentures; (2)
failure to pay the principal of (or premium, if any, on) the Debentures
when due and payable at the stated maturity date, upon redemption or
otherwise; however, if the Company is permitted by the terms of the
Debentures to defer the payment in question, the date on which such
payment is due and payable shall be the date on which the Company is
required to make payment following such deferral, if such deferral has
been elected pursuant to the terms of the Debentures; (3) failure to
observe or perform in any material respect certain other covenants
contained in the Indenture, continued for a period of 90 days after
written notice has been given to the Company by the Debt Trustee or
holders of at least 25% in aggregate principal amount of the outstanding
Debentures; and (4) certain events of bankruptcy, insolvency or
reorganization relating to the Company.

The Indenture provides that the Debt Trustee shall, within 30 days
after the occurrence of any Default or Event of Default with respect to
the Debentures, give the holders of the Debentures notice of all uncured
Defaults or Events of Default known to it (the term "Default" includes any
event which after notice or passage of time or both would be an Event of
Default); provided, however, that, except in the case of an Event of
Default or a Default in a payment on the Debentures, the Debt Trustee
shall be protected in withholding such notice so long as the board of
directors, the executive committee or directors or responsible officers of
the Debt Trustee in good faith determine that the withholding of such
notice is in the interest of the holders of the Debentures.

If an Event of Default with respect to the Debentures occurs and is
continuing, the Debt Trustee or the holders of at least 25% in aggregate
principal amount of the outstanding Debentures, by notice in writing to
the Company (and to the Debt Trustee if given by the holders of at least
25% in aggregate principal amount of the Debentures), may declare the
unpaid principal of and accrued interest to the date of acceleration on
all the outstanding Debentures to be due and payable immediately and, upon
any such declaration, the Debentures shall become immediately due and
payable.

In addition, in the case of the Debentures held by the Trust, if an
Event of Default has occurred and is continuing and such event is
attributable to the failure of the Company to pay interest or principal,
then a holder of Trust Preferred Securities may directly institute a
proceeding against the Company for payment.

Any such declaration with respect to the Debentures may be annulled
and past Events of Default and Defaults (except, unless theretofore cured,
<PAGE>
an Event of Default or a Default in payment of principal of or interest on
the Debentures) may be waived by the holders of a majority of the
principal amount of the outstanding Debentures, upon the conditions
provided in the Indenture.

The Indenture provides that the Company shall periodically file
statements with the Debt Trustee regarding compliance by the Company with
certain of the respective covenants thereof and shall specify any Event of
Default or Defaults with respect to the Debentures, in performing such
covenants, of which the signers may have knowledge.

An Indenture Event of Default also constitutes a Declaration Event
of Default. The holders of Trust Preferred Securities in certain
circumstances have the right to direct the Institutional Trustee to
exercise its rights as the holder of the Debentures. See "Description of
the Trust Preferred Securities -- Declaration Events of Default" and "--
Voting Rights." Notwithstanding the foregoing, if an Event of Default has
occurred and is continuing and such event is attributable to the failure
of the Company to pay interest or principal on the Debentures on the date
such interest or principal is otherwise payable, the Company acknowledges
that a holder of Trust Preferred Securities may directly institute a
proceeding for enforcement of payment to such holder directly of the
principal of and interest on the Debentures having a principal amount
equal to the aggregate stated liquidation amount of the Trust Preferred
Securities of such holder after the respective due date specified in the
Debentures. In connection with such action, the Company shall have the
right under the Indenture to set-off any payment made to such holder by
the Company. The holders of Trust Preferred Securities will not be able to
exercise directly any other remedy available to the holders of the
Debentures.

Book-Entry and Settlement

If distributed to holders of Trust Preferred Securities in
connection with the involuntary or voluntary dissolution of the Trust, the
Debentures will be issued in the form of one or more global certificates
(each a "Global Security") registered in the name of the Depositary or its
nominee. Except under the limited circumstances described below,
Debentures represented by the Global Security will not be exchangeable
for, and will not otherwise be issuable as, Debentures in certificated
form. The Global Securities described above may not be transferred except
by the Depositary to a nominee of the Depositary or by a nominee of the
Depositary to the Depositary or another nominee of the Depositary or to a
successor depositary or its nominee.

The laws of some jurisdictions require that certain purchasers of
securities take physical delivery of such securities in certificated form.
Such laws may impair the ability to transfer beneficial interests in such
a Global Security.

Except as provided below, owners of beneficial interests in such a
Global Security will not be entitled to receive physical delivery of
Debentures in certificated form and will not be considered the holders (as
defined in the Indenture) thereof for any purpose under the Indenture, and
<PAGE>
no Global Security representing Debentures shall be exchangeable, except
for another Global Security of like denomination and tenor to be
registered in the name of the Depositary or its nominee or to a successor
Depositary or its nominee. Accordingly, each Beneficial Owner must rely on
the procedures of the Depositary or if such person is not a Participant,
on the procedures of the Participant through which such person owns its
interest to exercise any rights of a holder under the Indenture.

The Depositary

If Debentures are distributed to holders of Trust Preferred
Securities in liquidation of such holders' interests in the Trust, the
Depositary will act as securities depositary for the Debentures. For a
description of the Depositary and the specific terms of the depositary
arrangements, see "Description of the Trust Preferred Securities --
Book-Entry Only Issuance -- The Depository Trust Company." As of the date
of this Prospectus Supplement, the description therein of the Depositary's
book-entry system and the Depositary's practices as they relate to
purchases, transfers, notices and payments with respect to the Trust
Preferred Securities apply in all material respects to any debt
obligations represented by one or more Global Securities held by the
Depositary. The Company may appoint a successor to the Depositary or any
successor depositary in the event the Depositary or such successor
depositary is unable or unwilling to continue as a depositary for the
Global Securities.

None of the Company, the Trust, the Institutional Trustee, any
paying agent and any other agent of the Company or the Debt Trustee will
have any responsibility or liability for any aspect of the records
relating to or payments made on account of beneficial ownership interests
in a Global Security for such Debentures or for maintaining, supervising
or reviewing any records relating to such beneficial ownership interests.

A Global Security shall be exchangeable for Debentures registered in
the names of persons other than the Depositary or its nominee only if (i)
the Depositary notifies the Company that it is unwilling or unable to
continue as a depositary for such Global Security and no successor
depositary shall have been appointed, (ii) the Depositary at any time,
ceases to be a clearing agency registered under the Exchange Act at which
time the depositary is required to be so registered to act as such
depositary and no successor depositary shall have been appointed, (iii)
the Company, in its sole discretion, determines that such Global Security
shall be so exchangeable or (iv) there shall have occurred an Indenture
Event of Default with respect to such Debentures. Any Global Security that
is exchangeable pursuant to the preceding sentence shall be exchangeable
for Debentures registered in such names as the Depositary shall direct. It
is expected that such instructions will be based upon directions received
by the Depositary from its Participants with respect to ownership of
beneficial interests in such Global Security.

Governing Law

The Indenture and the Debentures will be governed by, and construed
in accordance with, the internal laws of the State of New York.
<PAGE>
Miscellaneous

The Company will pay all fees and expenses related to (i) the
offering of the Trust Securities and the Debentures, (ii) the
organization, maintenance and dissolution of the Trust, (iii) the
retention of the Ingersoll-Rand Trustees and (iv) the enforcement by the
Institutional Trustee of the rights of the holders of the Trust Preferred
Securities. The payment of such fees and expenses will be fully and
unconditionally guaranteed by the Company.

EFFECT OF OBLIGATIONS UNDER THE
DEBENTURES AND THE GUARANTEE

As set forth in the Declaration, the sole purpose of the Trust is to
issue the Trust Securities evidencing undivided beneficial interests in
the assets of the Trust, and to invest the proceeds from such issuance and
sale in the Debentures and engage in only those other activities necessary
or incidental thereto.

As long as payments of interest and other payments are made when due
on the Debentures, such payments will be sufficient to cover distributions
and payments due on the Trust Securities because of the following factors:
(i) the aggregate principal amount of Debentures will be equal to the sum
of the aggregate stated liquidation amount of the Trust Securities; (ii)
the interest rate and the interest and other payment dates on the
Debentures will match the distribution rate and distribution and other
payment dates for the Trust Securities; (iii) the Company shall pay, and
the Trust shall not be obligated to pay, directly or indirectly, all
costs, expenses, debts, and obligations of the Trust (other than with
respect to the Trust Securities); and (iv) the Declaration further
provides that the Ingersoll-Rand Trustees shall not take or cause or
permit the Trust to, among other things, engage in any activity that is
not consistent with the purposes of the Trust.

Payments of distributions (to the extent funds therefor are
available) and other payments due on the Trust Preferred Securities (to
the extent funds therefor are available) are guaranteed by the Company as
and to the extent set forth under "Description of the Guarantee." If the
Company does not make interest payments on the Debentures purchased by the
Trust, the Trust will not have sufficient funds to pay distributions on
the Trust Preferred Securities. The Guarantee does not apply to any
payment of distributions unless and until the Trust has sufficient funds
for the payment of such distributions.

If the Company fails to make interest or other payments on the
Debentures when due (taking account of any Extension Period), the
Declaration provides a mechanism whereby the holders of the Trust
Preferred Securities, using the procedures described in "Description of
the Trust Preferred Securities -- Book-Entry Only Issuance -- The
Depository Trust Company" and "-- Voting Rights," may direct the
Institutional Trustee to enforce its rights under the Indenture. If the
Institutional Trustee fails to enforce its rights under the Indenture in
respect of an Indenture Event of Default, such holder of record of Trust
<PAGE>
Preferred Securities may, to the fullest extent permitted by applicable
law, institute a legal proceeding against the Company to enforce the
Institutional Trustee's rights under the Indenture without first
instituting any legal proceeding against the Institutional Trustee or any
other person or entity. Notwithstanding the foregoing, if a Declaration
Event of Default has occurred and is continuing and such event is
attributable to the failure of the Company to pay interest or principal on
the Debentures on the date such interest or principal is otherwise
payable, then a holder of Trust Preferred Securities may directly
institute a proceeding against the Company for payment. The Company, under
the Guarantee, acknowledges that the Guarantee Trustee shall enforce the
Guarantee on behalf of the holders of the Trust Preferred Securities. If
the Company fails to make payments under the Guarantee, the Guarantee
provides a mechanism whereby the holders of the Trust Preferred Securities
may direct the Guarantee Trustee to enforce its rights thereunder.
Notwithstanding the foregoing, if the Company has failed to make a payment
under the Guarantee, any holder of Trust Preferred Securities may
institute a legal proceeding directly against the Company to enforce its
rights under the Guarantee without first instituting a legal proceeding
against the Trust, the Guarantee Trustee, or any other person or entity.

The Guarantee, when taken together with the Company's obligations
under the Debentures and the Indenture and its obligations under the
Declaration, including its obligations to pay costs, expenses, debts and
liabilities of the Trust (other than with respect to the Trust
Securities), has the effect of providing a full and unconditional
guarantee of amounts due on the Trust Preferred Securities. See
"Description of Guarantee."

CERTAIN FEDERAL INCOME TAX CONSEQUENCES

The following is a summary of certain of the material United States
federal income tax consequences of the purchase, ownership and disposition
of FELINE PRIDES, Trust Preferred Securities and Common Stock acquired
under a Purchase Contract. Unless otherwise stated, this summary applies
only to "U.S. Holders" who purchased Income PRIDES upon original issuance
for an amount equal to the Stated Amount thereof. A "U.S. Holder" is (i) a
person who is a citizen or resident of the United States, (ii) a
corporation or partnership created or organized in or under the laws of
the United States or any state thereof or the District of Columbia, (iii)
an estate the income of which is subject to United States federal income
taxation, regardless of its source, or (iv) a trust if a court within the
United States is able to exercise primary supervision over the
administration of such trust and one or more United States persons have
the authority to control all substantial decisions of such trust. The tax
treatment of a holder may vary depending on such holder's particular
situation. This summary does not deal with special classes of holders such
as banks, thrifts, real estate investment trusts, regulated investment
companies, insurance companies, dealers in securities or currencies, tax-
exempt investors, or persons that will hold FELINE PRIDES, Trust Preferred
Securities or Common Stock acquired under a Purchase Contract as a
position in a "straddle," as part of a "synthetic security" or "hedge," as
part of a "conversion transaction" or other integrated investment, or as
<PAGE>
other than a capital asset. This summary does not address the tax
consequences to persons that have a functional currency other than the
U.S. dollar or the tax consequences to shareholders, partners or
beneficiaries of a holder of FELINE PRIDES, Trust Preferred Securities or
Common Stock acquired pursuant to a Purchase Contract. Further, it does
not include any description of any alternative minimum tax consequences or
the tax laws of any state, local or foreign government that may be
applicable. PROSPECTIVE INVESTORS THAT ARE NOT UNITED STATES PERSONS
(WITHIN THE MEANING OF SECTION 7701(a)(30) OF THE CODE) ARE URGED TO
CONSULT THEIR OWN TAX ADVISORS REGARDING THE UNITED STATES FEDERAL INCOME
TAX CONSEQUENCES OF AN INVESTMENT IN FELINE PRIDES, INCLUDING THE
POTENTIAL APPLICATION OF UNITED STATES WITHHOLDING TAXES.

This summary is based upon the Internal Revenue Code of 1986, as
amended (the "Code"), Treasury regulations (including proposed Treasury
regulations) issued thereunder, Internal Revenue Service ("IRS") rulings
and pronouncements and judicial decisions now in effect, all of which are
subject to change, possibly on a retroactive basis. Any such changes may
be applied retroactively in a manner that could cause the tax consequences
to vary substantially from the consequences described below, possibly
adversely affecting a U.S. Holder.

No statutory, administrative or judicial authority directly
addresses the treatment of FELINE PRIDES or instruments similar to FELINE
PRIDES for United States federal income tax purposes. As a result, no
assurance can be given that the IRS will agree with the tax consequences
described herein. PROSPECTIVE INVESTORS ARE URGED TO CONSULT THEIR OWN TAX
ADVISORS WITH RESPECT TO THE TAX CONSEQUENCES TO THEM OF THE PURCHASE,
OWNERSHIP AND DISPOSITION OF THE FELINE PRIDES IN LIGHT OF THEIR OWN
PARTICULAR CIRCUMSTANCES, INCLUDING THE TAX CONSEQUENCES UNDER STATE,
LOCAL, FOREIGN AND OTHER TAX LAWS AND THE POSSIBLE EFFECTS OF CHANGES IN
UNITED STATES FEDERAL OR OTHER TAX LAWS.

Income PRIDES

Allocation of Purchase Price. A U.S. Holder's acquisition of Income
PRIDES will be treated as an acquisition of a unit consisting of the Trust
Preferred Security and the Purchase Contract constituting such Income
PRIDES. The purchase price of each Income PRIDES will be allocated between
the Trust Preferred Security and the Purchase Contract constituting such
Income PRIDES in proportion to their respective fair market values at the
time of purchase. Such allocation will establish the U.S. Holder's initial
tax basis in the Trust Preferred Security and the Purchase Contract. The
Company will report the fair market value of each Trust Preferred Security
as $ and the fair market value of each Purchase Contract as $ .
This position will be binding upon each U.S. Holder (but not on the IRS)
unless such U.S. Holder explicitly discloses a contrary position on a
statement attached to such U.S. Holder's timely filed United States federal
income tax return for the taxable year in which an Income PRIDES is
acquired. Thus, absent such disclosure, a U.S. Holder should allocate the
purchase price for an Income PRIDES in accordance with the foregoing. The
remainder of this discussion assumes that this allocation of purchase will
<PAGE>
be respected for United States federal income tax purposes.

Trust Preferred Securities

Ownership of Trust Preferred Securities. A U.S. Holder will be
treated as owning the Trust Preferred Securities constituting a part of
the Income PRIDES. The Company and, by acquiring Income PRIDES, each U.S.
Holder agree to treat such U.S. Holder as the owner, for United States
federal, state and local income and franchise tax purposes, of the Trust
Preferred Securities constituting a part of the Income PRIDES beneficially
owned by such U.S. Holder. The remainder of this summary will assume that
U.S. Holders of Income PRIDES will be treated as the owners of the Trust
Preferred Securities constituting a part of such Income PRIDES for United
States federal income tax purposes.

Classification of the Trust. In connection with the issuance of the
FELINE PRIDES, Simpson Thacher & Bartlett ("Tax Counsel") will deliver an
opinion that, under current law and assuming compliance with the terms of
the Declaration, and based on certain facts and assumptions contained in
such opinion, the Trust will be classified as a grantor trust and not as
an association taxable as a corporation for United States federal income
tax purposes. As a result, each U.S. Holder of Trust Preferred Securities
will be treated as owning an undivided beneficial ownership interest in
the Debentures. Accordingly, each U.S. Holder of Trust Preferred
Securities will be required to include in its gross income its pro rata
share of the interest income or original issue discount that is paid or
accrued on the Debentures. See "-- Interest Income and Original Issue
Discount."

Classification of the Debentures. The Company, the Trust and, by
acquiring FELINE PRIDES, each U.S. Holder agree to treat the Debentures as
indebtedness of the Company for all United States tax purposes. In
connection with the issuance of the Debentures, Tax Counsel will deliver
an opinion that, under current law, and based on certain representations,
facts and assumptions set forth in such opinion, the Debentures will be
classified as indebtedness for United States federal income tax purposes.

Interest Income and Original Issue Discount. Under the applicable
Treasury regulations, the Debentures will not be considered to have been
issued with OID within the meaning of Section 1273(a) of the Code.
Accordingly, except as set forth below, stated interest on the Debentures
generally will be included in income by a U.S. Holder at the time such
interest income is paid or accrued in accordance with such U.S. Holder's
regular method of tax accounting. If, however, the Company exercises its
right to defer payments of interest on the Debentures, the Debentures will
become OID instruments at such time and all U.S. Holders will be required
to accrue the stated interest on the Debentures on a daily economic
accrual basis (using the constant-yield-to-maturity method of accrual set
forth in Section 1272 of the Code) even though the Company will not pay
such interest during the deferral period, and even though some U.S.
Holders may use the cash method of tax accounting. Moreover, thereafter
the Debentures will be taxed as OID instruments for as long as they remain
outstanding. Thus, all U.S. Holders would be required to continue to
<PAGE>
include the stated interest on the Debentures in income on a daily
economic accrual basis, regardless of their method of tax accounting and
in advance of the receipt of cash attributable to such interest income.
Under the OID economic accrual rules, a U.S. Holder would accrue an amount
of interest income each year that approximates the stated interest
payments called for under the terms of the Debentures, and actual cash
payments of interest on the Debentures would not be reported separately as
taxable income. Any amount of OID included in a U.S. Holder's gross income
will increase such U.S. Holder's tax basis in its Trust Preferred
Securities, and the amount of distributions received by a U.S. Holder with
respect to such Trust Preferred Securities will reduce the tax basis of
such Trust Preferred Securities.

The Treasury regulations described above have not yet been addressed
in any rulings or other interpretations by the IRS, and it is possible
that the IRS could take a contrary position. If the IRS were to assert
successfully that the stated interest on the Debentures was OID regardless
of whether the Company exercises its right to defer payments of interest
on such Debentures, all U.S. Holders would be required to include such
stated interest in income on a daily economic accrual basis as described
above.

U.S. Holders that are corporations will not be entitled to a
dividends-received deduction with respect to any income recognized with
respect to the Trust Preferred Securities.

Distribution of Debentures to U.S. Holders of Trust Preferred
Securities. A distribution by the Trust of the Debentures as described
under the caption "Description of the Trust Preferred Securities--
Liquidation Distribution Upon Dissolution" will be non-taxable to U.S.
Holders. In such event, a U.S. Holder will have an aggregate tax basis
in the Debentures received in the liquidation equal to the aggregate tax
basis such U.S. Holder had in its Trust Preferred Securities surrendered
therefor, and the holding period of such Debentures would include the
period during which such U.S. Holder had held the Trust Preferred
Securities. A U.S. Holder will continue to include interest (or OID)
in respect of Debentures received from the Trust in the manner
described under "-- Interest Income and Original Issue Discount."

Sales, Exchanges or Other Dispositions of Trust Preferred
Securities. Gain or loss will be recognized by a U.S. Holder on a sale,
exchange, redemption or other taxable disposition (collectively, a
"disposition") of a Trust Preferred Security (including a redemption for
cash or the remarketing thereof in satisfaction of the U.S. Holder's
obligations pursuant to a Purchase Contract) in an amount equal to the
difference between the amount realized by the U.S. Holder on the
disposition of the Trust Preferred Securities (except to the extent that
such amount realized is characterized as a payment in respect of accrued
by unpaid interest on such U.S. Holder's allocable share of the Debentures
that such U.S. Holder has not included in gross income previously) and the
U.S. Holder's adjusted tax basis in the Trust Preferred Security. Selling
expenses incurred by a U.S. Holder, including the remarketing fee, will
reduce the amount of gain or increase the amount of loss recognized by such
U.S. Holder upon the sale, exchange or other disposition of Trust
Preferred Securities. Gain or loss realized by a U.S. Holder on a
disposition of a Trust Preferred Security may be long-term capital gain
depending on the holding period of the Trust Preferred Security.
<PAGE>
Capital gains of individuals are eligible for reduced rates of
taxation depending upon the holding period of such capital assets.
The deductibility of capital losses is subject to limitations.

Purchase Contracts

Income From Contract Adjustment Payments and Deferred Contract
Adjustment Payments. There is no direct authority addressing the treatment
of the Contract Adjustment Payments and Deferred Contract Adjustment
Payments, if any, under current law, and such treatment is unclear.
Contract Adjustment Payments and Deferred Contract Adjustment Payments, if
any, may constitute taxable income to each U.S. Holder when received or
accrued, in accordance with the U.S. Holder's method of tax accounting. To
the extent the Company is required to file information returns with
respect to Contract Adjustment Payments or Deferred Contract Adjustment
Payments, it intends to report such payments as taxable income to each
U.S. Holder. U.S. Holders should consult their own tax advisors concerning
the treatment of Contract Adjustment Payments and Deferred Contract
Adjustment Payments, including the possibility that any such payment may
be treated as a loan, purchase price adjustment, rebate or payment
analogous to an option premium, rather than being includible in income on
a current basis. The Company does not intend to deduct the Contract
Adjustment Payments or Deferred Contract Adjustment Payments, if any,
because it views them as a cost of issuing the Common Stock. The treatment
of Contract Adjustment Payments and Deferred Contract Adjustment Payments
could affect a U.S. Holder's tax basis in a Purchase Contract or Common
Stock received under a Purchase Contract or the amount realized by a U.S.
Holder upon the sale or disposition of a FELINE PRIDES or the termination
of a Purchase Contract. See "-- Acquisition of Common Stock under a
Purchase Contract," "-- Sale or Disposition of FELINE PRIDES" and "--
Termination of Purchase Contract."

Acquisition of Common Stock Under a Purchase Contract. A U.S. Holder
generally will not recognize gain or loss on the purchase of Common Stock
under a Purchase Contract, except with respect to any cash paid in lieu of
a fractional share of Common Stock. Subject to the following discussion, a
U.S. Holder's aggregate initial tax basis in the Common Stock received
under a Purchase Contract generally should equal the purchase price paid
for such Common Stock plus such U.S. Holder's tax basis in the Purchase
Contract (if any), less the portion of such purchase price and tax basis
allocable to the fractional share. Payments of Contract Adjustment
Payments or Deferred Contract Adjustment Payments that have been received
in cash by a U.S. Holder but not included in income by such U.S. Holder
should reduce such U.S. Holder's tax basis in the Purchase Contract or the
Common Stock to be received thereunder (see "-- Income from Contract
Adjustment Payments and Deferred Contract Adjustment Payments" above). The
holding period for Common Stock received under a Purchase Contract will
commence on the day after the acquisition of such Common Stock.
<PAGE>
Ownership of Common Stock Acquired Under the Purchase Contract. Any
dividend on Common Stock paid by the Company out of its current or
accumulated earnings and profits (as determined for United States federal
income tax purposes) will be includible in income by the U.S. Holder when
accrued or received in accordance with the U.S. Holder's method of tax
accounting. Any such dividend will be eligible for the dividends received
deduction if received by an otherwise qualifying corporate U.S. Holder
that meets the holding period and other requirements for the dividends
received deduction.

Upon a disposition of Common Stock, a U.S. Holder generally will
recognize capital gain or loss equal to the difference between the amount
realized and such U.S. Holder's adjusted tax basis in the Common Stock.
Such gain or loss may be long-term capital gain or loss depending on the
holding period of the Common Stock. Capital gains of individuals are
eligible for reduced rates of taxation depending upon the holding period
of such capital assets. The deductibility of capital losses is subject
to limitations.

Early Settlement of Purchase Contract. A U.S. Holder will not
recognize gain or loss on the receipt of such U.S. Holder's proportionate
share of Trust Preferred Securities or Treasury Securities upon Early
Settlement of a Purchase Contract and will have the same tax basis in such
Trust Preferred Securities or Treasury Securities as before such Early
Settlement.

Termination of Purchase Contract. If a Purchase Contract terminates,
a U.S. Holder will recognize gain or loss equal to the difference between
the amount realized (if any) upon such termination and such U.S. Holder's
adjusted tax basis (if any) in the Purchase Contract at the time of such
termination. Payments of Contract Adjustment Payments or Deferred Contract
Adjustment Payments, if any, received by a U.S. Holder but not included in
income by such U.S. Holder should either reduce such U.S. Holder's tax
basis in the Purchase Contract or result in an amount realized on the
termination of the Purchase Contract. Any Contract Adjustment Payments or
Deferred Contract Adjustment Payments included in a U.S. Holder's income
but not paid should increase such U.S. Holder's tax basis in the Purchase
Contract (see "-- Income from Contract Adjustment Payments and Deferred
Contract Adjustment Payments" above). Any such gain or loss may be long-
term capital gain or loss depending upon the holding period of the
Purchase Contract. Capital gains of individuals are eligible for reduced
rates of taxation depending upon the holding period of such capital assets.
The deductibility of capital losses is subject to limitations. A U.S.
Holder will not recognize gain or loss on the receipt of such U.S. Holder's
proportionate share of the Trust Preferred Securities, Treasury Securities
or Treasury Portfolio upon termination of the Purchase Contract and will
have the same tax basis in such Trust Preferred Securities, Treasury
Securities or Treasury Portfolio as before such distribution.

Adjustment to Settlement Rate. U.S. Holders of FELINE PRIDES might
be treated as receiving a constructive distribution from the Company if
(i) the Settlement Rate is adjusted and as a result of such adjustment the
<PAGE>
proportionate interest of U.S. Holders of FELINE PRIDES in the assets,
earnings and profits of the Company is increased and (ii) the adjustment
is not made pursuant to a bona fide, reasonable anti-dilution formula. An
adjustment in the Settlement Rate would not be considered made pursuant to
such a formula if the adjustment were made to compensate a U.S. Holder for
certain taxable distributions with respect to the Common Stock. Thus,
under certain circumstances, an increase in the Settlement Rate might give
rise to a taxable dividend to U.S. Holders of FELINE PRIDES even though
such U.S. Holders would not receive any cash related thereto.

Growth PRIDES

Substitution of Treasury Securities to Create Growth Prides

A U.S. Holder of an Income PRIDES that delivers Treasury Securities
to the Collateral Agent in substitution for Trust Preferred Securities
generally will not recognize gain or loss upon the delivery of such
Treasury Securities or the release of the Trust Preferred Securities to
such U.S. Holder. Such U.S. Holder will continue to include in income any
interest, OID or market discount or amortize any bond premium otherwise
includible or deductible, respectively, by such U.S. Holder with respect
to such Treasury Securities and Trust Preferred Securities, and such U.S.
Holder's tax basis in the Treasury Securities, the Trust Preferred
Securities and the Purchase Contract will not be affected by such delivery
and release. U.S. Holders should consult their tax advisors concerning the
tax consequences of purchasing, owning and disposing of Treasury
Securities.

Ownership of Treasury Securities

A U.S. Holder will be treated as owning the Treasury Securities
constituting a part of the Growth PRIDES. The Company and, by acquiring
FELINE PRIDES, each U.S. Holder agree to treat such U.S. Holder as the
owner, for United States federal, state and local income and franchise tax
purposes, of the Treasury Securities constituting a part of the Growth
PRIDES beneficially owned by such U.S. Holder. The remainder of this
summary will assume that U.S. Holders of Growth PRIDES will be treated as
the owners of the Treasury Securities constituting a part of such Growth
PRIDES for United States federal income tax purposes.

Substitution of Trust Preferred Securities to Recreate Income Prides

A U.S. Holder of a Growth PRIDES that delivers Trust Preferred
Securities to the Collateral Agent to recreate an Income PRIDES generally
will not recognize gain or loss upon the delivery of such Trust Preferred
Securities or the release of the Treasury Securities to the U.S. Holder.
Such U.S. Holder will continue to include in income any interest, OID or
market discount or amortize any bond premium otherwise includible or
deductible, respectively, by such U.S. Holder with respect to such
Treasury Securities and Trust Preferred Securities, and such U.S. Holder's
tax basis in the Treasury Securities, the Trust Preferred Securities and
the Purchase Contract will not be affected by such delivery and release.
<PAGE>
Sale or Disposition of FELINE PRIDES

Upon a disposition of FELINE PRIDES, a U.S. Holder will be treated
as having sold, exchanged or disposed of the Purchase Contract and the
Trust Preferred Securities, Treasury Portfolio or, in the case of Growth
PRIDES, the Treasury Securities, that constitute such FELINE PRIDES and
generally will have gain or loss equal to the difference between the
portion of the proceeds to such U.S. Holder allocable to the Purchase
Contract and the Trust Preferred Securities, Treasury Portfolio or
Treasury Securities, as the case may be, and such U.S. Holder's respective
adjusted tax bases in the Purchase Contract and the Trust Preferred
Securities, Treasury Portfolio or Treasury Securities. Such gain or loss
generally will be capital gain or loss, except to the extent that such
U.S. Holder is treated as having received an amount with respect to
accrued interest on the Trust Preferred Securities, which will be treated
as ordinary interest income, or to the extent such U.S. Holder is treated
as having received an amount with respect to accrued Contract Adjustment
Payments or Deferred Contract Adjustment Payments, which may be treated as
ordinary income, in each case to the extent not previously included in
income. Such capital gain or loss may be long-term capital gain or loss
depending on the holding period of the FELINE PRIDES. Capital gains of
individuals are eligible for reduced rates of taxation depending upon
the holding period of such capital assets. The deductibility of capital
losses is subject to limitations. If the disposition of FELINE PRIDES
occurs when the Purchase Contract has negative value, the U.S. Holder
should be considered to have received additional consideration for the
Trust Preferred Securities, Treasury Portfolio or Treasury Securities
in an amount equal to such negative value, and to have paid such amount
to be released from the U.S. Holder's obligation under the Purchase
Contract. U.S. Holders should consult their tax advisors regarding a
disposition of the FELINE PRIDES at a time when the Purchase Contract
has negative value.

Payments to a U.S. Holder of Contract Adjustment Payments or
Deferred Contract Adjustment Payments that have not previously been
included in the income of such U.S. Holder should either reduce such U.S.
Holder's tax basis in the Purchase Contract or result in an increase in
the amount realized on the disposition of the Purchase Contract. Any
Contract Adjustment Payments or Deferred Contract Adjustment Payments
included in a U.S. Holder's income but not paid should increase such U.S.
Holder's tax basis in the Purchase Contract (see "-- Income from Contract
Adjustment Payments and Deferred Contract Adjustment Payments" above).

Tax Event Redemption

A Tax Event Redemption will be a taxable event for U.S. Holders
of Trust Preferred Securities. Gain or loss will be recognized by a U.S.
Holder in an amount equal to the difference between the Redemption price
(whether paid directly to such U.S. Holder or applied by the Collateral
Agent to the purchase of the Treasury Portfolio on behalf of holders of
Income PRIDES), except to the extent of amounts paid in respect of accrued
but unpaid interest not previously included income, and the U.S. Holder's
adjusted tax basis in the Trust Preferred Securities. Gain or loss
realized by a U.S. Holder upon a Tax Event Redemption will be capital gain
or loss and may be long-term capital gain or loss depending upon the
<PAGE>
holding period of the Trust Preferred Security. Capital gains of
individuals are eligible for reduced rates of taxation depending upon
the holding period of such capital assets. The deductibility of capital
losses is subject to limitations.

Ownership of Treasury Portfolio. The Company, and by acquiring
Income PRIDES, each U.S. Holder agree to treat such U.S. Holder as the
owner, for United States federal, state and local income and franchise tax
purposes, of that portion of the Treasury Portfolio constituting a part of
the Income PRIDES beneficially owned by such U.S. Holder. Each U.S. Holder
will include in income any amount earned on such pro rata portion of the
Treasury Portfolio for all United States federal, state and local income
and franchise tax purposes. Based on such agreement, the remainder of this
summary assumes that U.S. Holders of Income PRIDES will be treated as the
owners of the Treasury Portfolio constituting a part of such Income PRIDES
for United States federal income tax purposes.

Interest Income and Original Issue Discount. The Treasury
Portfolio will consist of stripped U.S. Treasury Securities. A U.S.
Holder of Income PRIDES will be required to treat its pro rata portion of
each U.S. Treasury Security in the Treasury Portfolio as a bond that was
originally issued on the date the Collateral Agent acquired the relevant
U.S. Treasury securities and will include OID in income over the life of
the U.S. Treasury Securities in an amount equal to the U.S. Holder's pro
rata portion of the excess of the amounts payable on such U.S. Treasury
securities over the value of the U.S. Treasury Securities at the time the
Collateral Agent acquires them on behalf of holders of Income PRIDES. The
amount of such excess will constitute only a portion of the total amounts
payable in respect of the Treasury Portfolio. Consequently, a substantial
portion of each scheduled interest payment to U.S. Holders will be treated
as a tax-free return of the U.S. Holder's investment in the Treasury
Portfolio and will not be considered current income for federal income tax
purposes.

A U.S. Holder, whether on the cash or accrual method of tax
accounting, will be required to include OID (other than OID on short-term
U.S. Treasury Securities as defined below) in income for federal income
tax purposes as it accrues on a constant yield to maturity basis. See
"Certain Federal Income Tax Consequences - Income PRIDES - Trust Preferred
Securities - Interest Income and Original Issue Discount" above. In the
case of any U.S. Treasury Security with a maturity of one year or less
from the date it is purchased (a "short-term U.S. Treasury Security"),
only accrual basis taxpayers will be required to include OID in income as
it is accrued. Unless such an accrual basis U.S. Holder elects to accrue
the OID on a short-term U.S. Treasury Security according to the constant-
yield-to-maturity method, such OID will be accrued on a straight-line
basis.

Tax Basis of the Treasury Portfolio. A U.S. Holder's initial
tax basis in the Treasury Portfolio will equal such U.S. Holder's pro rata
portion of the amount paid by the Collateral Agent for the Treasury
Portfolio. A U.S. Holder's tax basis in the Treasury Portfolio will be
<PAGE>
increased by the amount of OID included in income with respect thereto and
decreased by the amount of cash received in respect thereof.

Backup Withholding Tax and Information Reporting

Payments under the FELINE PRIDES, Trust Preferred Securities or
Common Stock acquired under a Purchase Contract, the proceeds received
with respect to a fractional share of Common Stock upon the settlement of
a Purchase Contract, and the sale of FELINE PRIDES, Trust Preferred
Securities or Common Stock acquired under a Purchase Contract, may be
subject to information reporting and United States federal backup
withholding tax at the rate of 31% if the U.S. Holder thereof fails to
supply an accurate taxpayer identification number or otherwise fails to
comply with applicable United States information reporting or
certification requirements. Any amounts so withheld will be allowed as a
credit against such U.S. Holder's United States federal income tax
liability.
<PAGE>
UNDERWRITING

Subject to the terms and conditions set forth in an Underwriting
Agreement (the "Underwriting Agreement") among the Company and Underwrit-
er, the Company and the Trust have agreed to sell to the Underwriter, and
the Underwriter has agreed to purchase from the Company and the Trust,
number of Income PRIDES. In the Underwriting Agreement, the
Underwriter has agreed, subject to the terms and conditions set forth
therein, to purchase all of the Income PRIDES offered hereby if any of the
Income PRIDES are purchased.

The Underwriter has advised the Company and the Trust that it
proposes initially to offer the Income PRIDES to the public at the public
offering price set forth on the cover page of this Prospectus Supplement
and to certain dealers at such price less a concession not in excess of
$ . per Income PRIDES. The Underwriter may allow, and such dealers may
reallow, a discount not in excess of $ . per Income PRIDES on sales to
certain other dealers. After the initial public offering, the public
offering price, concession and discount may be changed.

Until the distribution of the Securities is completed, rules of the
Commission may limit the ability of the Underwriter and any selling group
members to bid for and purchase the Securities or shares of Common Stock.
As an exception to these rules, the Underwriter is permitted to engage in
certain transactions that stabilize the price of the Securities or the
Common Stock. Such transactions consist of bids or purchases for the
purpose of pegging, fixing or maintaining the price of the Securities or
the Common Stock.

If the Underwriter creates a short position in the Securities in
connection with this offering, i.e., if it sells more Securities than are
set forth on the cover page of this Prospectus, the Underwriter may reduce
that short position by purchasing Securities in the open market. The
Underwriter may also elect to reduce any short position by exercising all
or part of the over-allotment option described below.

The Underwriter may also impose a penalty bid on certain selling
group members. This means that if the Underwriter purchases Securities in
the open market to reduce the Underwriter's short position or to stabilize
the price of the Securities, it may reclaim the amount of the selling
concession from any selling group members who sold those Securities as
part of this offering.

In general, purchases of a security for the purpose of stabilization
or to reduce a short position could cause the price of the security to be
higher than it might be in the absence of such purchases. The imposition
of a penalty bid might also have an effect on the price of a security to
the extent that it were to discourage resales of the security.

Neither the Company, the Trust nor the Underwriter makes any
representation or prediction as to the direction or magnitude of any
effect that the transactions described above may have on the price of the
<PAGE>
Securities or the Common Stock. In addition, neither the Company, the
Trust nor the Underwriter makes any representation that the Underwriter
will engage in such transaction or that such transactions, once commenced,
will not be discontinued without notice.

The Company and the Trust have granted to the Underwriter an option,
exercisable for 30 days following the date of this Prospectus Supplement,
to purchase up to an aggregate of an additional Income PRIDES from
the Company and the Trust at the Price to Public set forth on the cover
page of this Prospectus Supplement. In the event that such option is
exercised, the Company will pay to the Underwriter the Underwriting
Commission per Income PRIDES set forth on the cover page of this
Prospectus Supplement. The Underwriter may exercise this option only to
cover over-allotments, if any, made on the sale of the Income PRIDES
offered hereby.

The Company and the Trust have agreed, for a period of days
after the date of this Prospectus Supplement, to not, without the prior
written consent of the Underwriter, directly or indirectly, sell, offer to
sell, grant any option for the sale of, or otherwise dispose of, or enter
into any agreement to sell, any Income PRIDES, Purchase Contracts, Trust
Preferred Securities or Common Stock, as the case may be, or any
securities of the Company similar to the Income PRIDES, Purchase
Contracts, Trust Preferred Securities or Common Stock or any security
convertible into or exchangeable or exercisable for Income PRIDES,
Purchase Contracts, Trust Preferred Securities or Common Stock other than
to the Underwriter pursuant to the Underwriting Agreement, other than
shares of Common Stock or options for shares of Common Stock issued
pursuant to or sold in connection with any employee benefit, dividend
reinvestment and stock option and stock purchase plans of the Company and
its subsidiaries and other than the Growth PRIDES or Income PRIDES to be
created or recreated upon substitution of Pledged Securities, or shares of
Common Stock issuable upon early settlement of the Income PRIDES or Growth
PRIDES or upon exercise of stock options.

Prior to this offering, there has been no public market for the
Income PRIDES. The public offering price for the Income PRIDES was
determined in negotiations between the Company, the Trust and the
Underwriter. In determining the terms of the Income PRIDES, including the
public offering price, the Company, the Trust and the Underwriter
considered the market price of the Common Stock and also considered the
Company's recent results of operations, the future prospects of the
Company and the industry in general, market prices and terms of, and
yields on, securities of other companies considered to be comparable to
the Company and prevailing conditions in the securities markets.
Application will be made to list the Income PRIDES on the NYSE under the
symbol " ", subject to official notice of issuance. The Company and the
Trust have been advised by the Underwriter that it presently intends to
make a market for the Growth PRIDES and the Trust Preferred Securities
(including, initially, with respect to a portion of the Income PRIDES,
substituting for the Trust Preferred Securities underlying such
Income PRIDES the Treasury Securities thereby creating Growth PRIDES
and selling such Growth PRIDES and the Trust Preferred Securities so
substituted to the public); however, they are not obligated to do
so and any market making may be discontinued at any time. There can be
no assurance that an active trading market will develop for the Income
<PAGE>
PRIDES, the Growth PRIDES or the Trust Preferred Securities or that the
Income PRIDES will trade in the public market subsequent to the offering
at or above the initial public offering price.

The Company and the Trust have agreed to indemnify the Underwriter
against, or to contribute to payments that the Underwriter may be required
to make in respect of, certain liabilities, including liabilities under
the Securities Act of 1933, as amended.

In the ordinary course of their respective businesses, the
Underwriter and its affiliates have performed, and may in the future
perform, investment banking and/or commercial banking services for the
Company.
<PAGE>
LEGAL OPINIONS

The validity of the Purchase Contracts, the Common Stock issuable
upon settlement thereof and the Debentures will be passed upon for the
Company and the Trust by Simpson Thacher & Bartlett (a partnership which
includes professional corporations), New York, New York, and certain
matters of Delaware law with respect to the validity of the Trust
Preferred Securities offered hereby will be passed upon for the Company
and the Trust by Richards, Layton & Finger, special Delaware counsel to
the Company and the Trust. The validity of the Purchase Contracts, the
Common Stock issuable upon settlement thereof, the Debentures and the
Trust Preferred Securities will be passed upon for the Underwriter by
Skadden, Arps, Slate, Meagher & Flom LLP, New York, New York.
<PAGE>
INDEX OF TERMS FOR PROSPECTUS SUPPLEMENT

TERM PAGE
Applicable Market Value . . . . . . . . . . . . . . . . . . . . S-13, S-36
Applicable Ownership Interest . . . . . . . . . . . . . . . . . . . . S-34
Applicable Principal Amount . . . . . . . . . . . . . . . . . . . . . S-60
Beneficial Owner . . . . . . . . . . . . . . . . . . . . . . . . . . S-54
Change in 1940 Act Law . . . . . . . . . . . . . . . . . . . . . . . S-50
Collateral Agent . . . . . . . . . . . . . . . . . . . . . . . . . . S-9
Common Securities . . . . . . . . . . . . . . . . . . . . . . . . . . . 1
Common Securities Guarantee . . . . . . . . . . . . . . . . . . . . . S-57
Common Stock . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 1
Compound Interest . . . . . . . . . . . . . . . . . . . . . . . . . . S-61
Contract Adjustment Payments . . . . . . . . . . . . . . . . . . . . . 1
Debentures . . . . . . . . . . . . . . . . . . . . . . . . . . . . 1, S-8
Debt Payment Failure . . . . . . . . . . . . . . . . . . . . . . . . S-23
Debt Trustee . . . . . . . . . . . . . . . . . . . . . . . . . . . . S-58
Declaration . . . . . . . . . . . . . . . . . . . . . . . . . . . . . S-8
Declaration Event of Default . . . . . . . . . . . . . . . . . . . . S-51
Deferred Contract Adjustment Payments . . . . . . . . . . . . . S-11, S-36
Direct Action . . . . . . . . . . . . . . . . . . . . . . . . . S-23, S-51
Early Settlement . . . . . . . . . . . . . . . . . . . . . . . . . . S-13
Extension Periods . . . . . . . . . . . . . . . . . . . . . . . . . . S-15
FELINE PRIDES . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 1
FELINE PRIDES Certificate . . . . . . . . . . . . . . . . . . . . . . S-37
Guarantee . . . . . . . . . . . . . . . . . . . . . . . . . . . S-2, S-16
Guarantee Payments . . . . . . . . . . . . . . . . . . . . . . . . . S-56
Guarantee Trustee . . . . . . . . . . . . . . . . . . . . . . . S-25, S-56
Global Security . . . . . . . . . . . . . . . . . . . . . . . . . . . S-63
Income PRIDES . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 1
Indenture . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . S-58
Indenture Event of Default . . . . . . . . . . . . . . . . . . . . . S-51
Ingersoll-Rand Trustees . . . . . . . . . . . . . . . . . . . . . . . S-8
Institutional Trustee . . . . . . . . . . . . . . . . . . . . . . . . S-25
Interest Payment Date . . . . . . . . . . . . . . . . . . . . . . . . S-59
Investment Company Event . . . . . . . . . . . . . . . . . . . . . . S-50
Payment Date . . . . . . . . . . . . . . . . . . . . . . . . . . . . S-11
Pledge Agreement . . . . . . . . . . . . . . . . . . . . . . . . . . S-41
Pledged Securities . . . . . . . . . . . . . . . . . . . . . . S-19, S-41
Primary Treasury Dealer . . . . . . . . . . . . . . . . . . . . . . . S-60
Property Account . . . . . . . . . . . . . . . . . . . . . . . . . . S-25
Purchase Contract . . . . . . . . . . . . . . . . . . . . . . . . . . . 1
Purchase Contract Agent . . . . . . . . . . . . . . . . . . . . . . . S-9
Purchase Contract Agreement . . . . . . . . . . . . . . . . . . . . . S-9
Purchase Contract Settlement Date . . . . . . . . . . . . . . . . 1, S-12
Quotation Agent . . . . . . . . . . . . . . . . . . . . . . . . . . . S-60
Redemption Amount . . . . . . . . . . . . . . . . . . . . . . . . . . S-60
Regular Trustees . . . . . . . . . . . . . . . . . . . . . . . . . . S-25
Remarketing Fee . . . . . . . . . . . . . . . . . . . . . . . . . . . S-2
Reset Agent . . . . . . . . . . . . . . . . . . . . . . . . . . . . . S-8
Reset Announcement Date . . . . . . . . . . . . . . . . . . . . . . . S-49
Reset Rate . . . . . . . . . . . . . . . . . . . . . . . . . . . . . S-2
<PAGE>
Reset Spread . . . . . . . . . . . . . . . . . . . . . . . . . . . . S-2
Rights Agreement . . . . . . . . . . . . . . . . . . . . . . . . . . S-21
Securities . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 1
Settlement Rate . . . . . . . . . . . . . . . . . . . . . . . . . . . S-13
Stated Amount . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 1
Successor Securities . . . . . . . . . . . . . . . . . . . . . . . . S-53
Super-Majority . . . . . . . . . . . . . . . . . . . . . . . . . . . S-21
Tax Counsel . . . . . . . . . . . . . . . . . . . . . . . . . . . . . S-65
Tax Event Redemption . . . . . . . . . . . . . . . . . . . . . . . . S-3
Tax Event Redemption Date . . . . . . . . . . . . . . . . . . . . . . S-60
Threshold Appreciation Price . . . . . . . . . . . . . . . . . . . . S-13
Treasury Portfolio . . . . . . . . . . . . . . . . . . . . . . . 1, S-60
Treasury Portfolio Purchase Price . . . . . . . . . . . . . . . . . . S-60
Treasury Securities . . . . . . . . . . . . . . . . . . . . . . . S-3, S-9
Trust . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 1
Trust Preferred Security . . . . . . . . . . . . . . . . . . . . . . . 1
Trust Securities . . . . . . . . . . . . . . . . . . . . . . . . . . . 1
Two-Year Benchmark Treasury . . . . . . . . . . . . . . . . . . S-48, S-59
Underwriting Agreement . . . . . . . . . . . . . . . . . . . . . . . S-71
U.S. Holder . . . . . . . . . . . . . . . . . . . . . . . . . . . . . S-64
<PAGE>
Subject to Completion, Dated , 1997
PROSPECTUS

$__________
INGERSOLL-RAND COMPANY
Stock Purchase Contracts,
Stock Purchase Units and Debentures
INGERSOLL-RAND
FINANCING I
Preferred Securities
Guaranteed as Set Forth Herein By
INGERSOLL-RAND COMPANY

Information contained herein is subject to completion or amendment.
A registration statement relating to these securities has been filed
with the Securities and Exchange Commission. These securities may not
be sold nor may offers to buy be accepted prior to the time the
registration statement becomes effective. This prospectus shall not
constitute an offer to sell or the solicitation of an offer to buy nor
shall there be any sale of these securities in any State or other
jurisdiction in which such offer, solicitation or sale would be
unlawful prior to registration or qualification under the securities
laws of any such State or jurisdiction.

Ingersoll-Rand Company (the "Company") may from time to time offer
together or separately (i) Stock Purchase Contracts ("Stock Purchase
Contracts") to purchase shares of common stock, $2 par value per share
("Common Stock"), of the Company, (ii) Stock Purchase Units, each
representing ownership of a Stock Purchase Contract and Preferred
Securities (as defined below) or debt obligations of third parties,
including U.S. Treasury securities, securing the holder's obligation to
purchase Common Stock under the Stock Purchase Contracts ("Stock Purchase
Units"), and (iii) its subordinated debentures (the "Debentures").
Ingersoll-Rand Financing I, a statutory business trust created under the
laws of the State of Delaware (the "Trust"), may offer, from time to
time, preferred securities ("Preferred Securities"), representing
preferred undivided beneficial interests in the assets of the Trust. The
Stock Purchase Contracts, Stock Purchase Units, Debentures and Preferred
Securities are collectively called the "Securities."

The Securities offered pursuant to this Prospectus may be issued in
one or more series or issuances and will be limited to U.S.$___________
aggregate public offering price (or, in the case of Debentures, its
equivalent (based on the applicable exchange rate at the time of issue)
if issued with principal amounts denominated in one or more foreign
currencies, or such greater amount if issued at an original issue
discount, as shall result in aggregate proceeds of U.S.$___________).
Certain specific terms of the particular Securities in respect of which
this Prospectus is being delivered are set forth in the accompanying
Prospectus Supplement (the "Prospectus Supplement"), including, where
applicable, (i) in the case of Stock Purchase Contracts, the number of
shares of Common Stock issuable thereunder, the purchase price of the
Common Stock, the date or dates on which the Common Stock is required to
be purchased by the holders of the Stock Purchase Contracts, any periodic
payments required to be made by the Company to the holders of the Stock
<PAGE>
Purchase Contracts or vice versa, and the terms of the offering and sale
thereof, (ii) in the case of Stock Purchase Units, the specific terms of
the Stock Purchase Contracts and any Preferred Securities or debt
obligations of third parties securing the holder's obligation to purchase
the Common Stock under the Stock Purchase Contracts, and the terms of the
offering and sale thereof, (iii) in the case of Debentures, the specific
designation, aggregate principal amount, denominations, maturity,
interest payment dates, interest rate (which may be fixed or variable) or
method of calculating interest, if any, applicable Extension Period (as
defined below) or interest deferral terms, if any, place or places where
principal, premium, if any, and interest, if any, will be payable, any
terms of redemption, any sinking fund provisions, terms for any
conversion or exchange into other securities, initial offering or
purchase price, methods of distribution and any other special terms, and
(iv) in the case of Preferred Securities, the specific title, aggregate
amount, stated liquidation preference, number of securities, the rate of
payment of periodic cash distributions ("Distributions") or method of
calculating such rate, applicable Extension Period or Distribution
deferral terms, if any, place or places where Distributions will be
payable, any terms of redemption, initial offering or purchase price,
methods of distribution and any other special terms. If so specified in
the applicable Prospectus Supplement, the Securities offered thereby may
be issued in whole or in part in the form of one or more temporary or
permanent global securities ("Global Securities").

The Debentures will be senior unsecured obligations of the Company
and will rank pari passu in right of payment with all of the Company's
other senior unsecured obligations. If provided in an accompanying
Prospectus Supplement, the Company will have the right to defer payments
of interest on any series of Debentures by extending the interest payment
period thereon at any time or from time to time for such number of
consecutive interest payment periods (which shall not extend beyond the
maturity of the Debentures) with respect to each deferral period as may
be specified in such Prospectus Supplement (each, an "Extension Period").
See "Description of Debentures -- Option to Defer Interest Payments."

The Company will be the owner of the common securities (the "Common
Securities," and, together with the Preferred Securities, the "Trust
Securities") of the Trust. The payment of Distributions with respect to
the Preferred Securities and payments on liquidation or redemption with
respect to the Preferred Securities, in each case out of funds held by
the Trust, will be irrevocably guaranteed by the Company to the extent
described herein (the "Guarantee"). Certain payments in respect of the
Common Securities may also be guaranteed by the Company. See "Description
of the Guarantee." The obligations of the Company under the
Guarantee will be senior unsecured obligations of the Company and will
rank pari passu with all of the Company's other senior unsecured
obligations. Concurrently with the issuance by the Trust of the
Preferred Securities, the Trust will invest the proceeds thereof and any
contributions made in respect of the Common Securities in the Debentures,
which will have terms corresponding to the terms of the Preferred
Securities. The Debentures will be the sole assets of the Trust, and
payments under the Debentures and those made by the Company in respect of
<PAGE>
fees and expenses incurred by the Trust will be the only revenue of the
Trust. Upon the occurrence of certain events as are described herein and
in the accompanying Prospectus Supplement, the Company may redeem the
Debentures and cause the redemption of the Trust Securities. In
addition, if provided in the applicable Prospectus Supplement, the
Company may dissolve the Trust at any time and, after satisfaction of the
liabilities to creditors of the Trust as provided by applicable law,
cause the Debentures to be distributed to the holders of the Preferred
Securities in liquidation of their interest in the Trust. See
"Description of Preferred Securities--Redemption--Distribution of
Debentures" and "--Liquidation Distribution Upon Dissolution."

Holders of the Preferred Securities will be entitled to receive
preferential cumulative cash Distributions accruing from the date of
original issuance and payable periodically as specified in an
accompanying Prospectus Supplement. If provided in an accompanying
Prospectus Supplement, the Company will have the right to defer payments
of interest on the Debentures by extending the interest payment period
thereon at any time or from time to time for one or more Extension
Periods (which shall not extend beyond the maturity of the Debentures).
If interest payments are so deferred, Distributions on the Preferred
Securities will also be deferred and the Company will not be permitted,
subject to certain exceptions set forth herein, to declare or pay any
cash distributions with respect to the Company's capital stock or debt
securities that rank pari passu with or junior to the Debentures. During
an Extension Period, Distributions will continue to accumulate (and the
Preferred Securities will accumulate additional Distributions thereon at
the rate per annum if and as specified in the related Prospectus Supplement).
See "Description of Preferred Securities--Distributions."

Taken together, the Company's obligations under the Debentures, the
Indenture (as defined herein), the Declaration (as defined herein) and
the Guarantee, in the aggregate, have the effect of providing a full,
irrevocable and unconditional guarantee of payments of Distributions and
other amounts due on the Preferred Securities. See "Relationship Among
the Preferred Securities, the Debentures and the Guarantee."

The Common Stock is listed on the New York Stock Exchange, the
London Stock Exchange and the Amsterdam Stock Exchange under the trading
symbol "IR." The Prospectus Supplement will state whether any Securities
offered thereby will be listed on any national securities exchange. If
such Securities are not listed on any national securities exchange, there
can be no assurance that there will be a secondary market for any such
Securities.
_________________________

THESE SECURITIES HAVE NOT BEEN APPROVED OR DISAPPROVED BY THE SECURITIES
AND EXCHANGE COMMISSION OR ANY STATE SECURITIES COMMISSION NOR HAS THE
SECURITIES AND EXCHANGE COMMISSION OR ANY STATE SECURITIES COMMISSION
PASSED UPON THE ACCURACY OR ADEQUACY OF THIS PROSPECTUS. ANY
REPRESENTATION TO THE CONTRARY IS A CRIMINAL OFFENSE.

<PAGE>
The Company may sell the Securities to or through underwriters,
through dealers or agents, directly to purchasers or through a
combination of such methods. See "Plan of Distribution." The
accompanying Prospectus Supplement sets forth the names of any
underwriters, dealers or agents, if any, involved in the sale of the
Securities in respect of which this Prospectus is being delivered and any
applicable fee, commission or discount arrangements with them.
_________________________

THIS PROSPECTUS MAY NOT BE USED TO CONSUMMATE SALES OF SECURITIES UNLESS
ACCOMPANIED BY A PROSPECTUS SUPPLEMENT.
_________________________

THE DATE OF THIS PROSPECTUS IS , 1997.
<PAGE>
No dealer, salesperson or other person has been authorized to give any
information or make any representations, other than those contained or
incorporated by reference in this Prospectus and the applicable
Prospectus Supplement, and if given or made such information or
representations must not be relied upon as having been authorized by the
Company or the Trust or any agent, underwriter or dealer. This
Prospectus and the applicable Prospectus Supplement do not constitute an
offer of any securities other than those to which they relate, or an
offer to sell or a solicitation of an offer to buy those to which they
relate in any jurisdiction to any person to whom it is unlawful to make
such offer or solicitation in such jurisdiction. The delivery of this
Prospectus and/or the applicable Prospectus Supplement at any time does
not imply that the information herein or therein is correct as of any
time subsequent to its date.

AVAILABLE INFORMATION

The Company is subject to the informational requirements of the
Securities Exchange Act of 1934, as amended (the "Exchange Act"), and, in
accordance therewith, files reports, proxy statements and other
information with the Securities and Exchange Commission (the
"Commission"). Such reports, proxy statements and other information
filed by the Company with the Commission can be inspected and copied at
the public reference facilities of the Commission at Room 1024, 450 Fifth
Street, N.W., Washington, D.C. 20549 and at the regional offices of the
Commission located at 7 World Trade Center, 13th Floor, Suite 1300, New
York, New York 10048 and Suite 1400, Citicorp Center, 14th Floor, 500
West Madison Street, Chicago, Illinois 60661. Copies of such material
can also be obtained at prescribed rates by writing to the Public
Reference Section of the Commission at 450 Fifth Street, N.W.,
Washington, D.C. 20549. The Commission also maintains a site on the
world wide web at http:www.sec.gov that contains reports, proxy and
information statements and other information filed electronically by the
Company. In addition, such reports, proxy statements and other
information may be inspected at the offices of the New York Stock
Exchange, 20 Broad Street, New York, New York 10005, upon which the
Common Stock is traded.

This Prospectus constitutes a part of a registration statement on
Form S-3 (together with all amendments and exhibits thereto, the
"Registration Statement") filed by the Company and the Trust with the
Commission under the Securities Act of 1933, as amended (the "Securities
Act"). This Prospectus and any accompanying Prospectus Supplement do not
contain all of the information set forth in the Registration Statement,
certain parts of which are omitted in accordance with the rules and
regulations of the Commission. For further information with respect to
the Company, the Trust and the Securities offered hereby, reference is
made to the Registration Statement and the exhibits and the financial
statements, notes and schedules filed as a part thereof or incorporated
by reference therein, which may be inspected at the public reference
facilities of the Commission, at the addresses set forth above.
Statements made in this Prospectus and any Prospectus Supplement
concerning the contents of any documents referred to herein are not
necessarily complete, and in each instance reference is hereby made to
the copy of such document filed as an exhibit to the Registration
Statement or otherwise filed with the Commission.
<PAGE>
No separate financial statements of the Trust have been included
herein. The Company and the Trust do not consider that such financial
statements would be material to holders of the Preferred Securities
because the Trust is a newly formed special purpose entity, has no
operating history or independent operations and is not engaged in and
does not propose to engage in any activity other than its holding as
trust assets the Debentures and the issuance of the Trust Securities.
See "The Trust," "Description of Debentures," "Description of Preferred
Securities" and "Description of the Guarantee."

INCORPORATION OF CERTAIN DOCUMENTS BY REFERENCE

The Company's Annual Report on Form 10-K for the fiscal year ended
December 31, 1996, the Company's Quarterly Report on Form 10-Q for the
quarter ended March 31, 1997, the Company's Quarterly Report on Form 10-Q
for the quarter ended June 30, 1997 and the Company's Current Report on
Form 8-K dated September 17, 1997 are incorporated herein by reference
and made a part of this Prospectus, and all documents filed by the
Company with the Commission pursuant to Sections 13(a), 13(c), 14 or
15(d) of the 1934 Act subsequent to the date of this Prospectus but prior
to the termination of the offering of the Securities shall be deemed to
be incorporated herein by reference and made a part of this Prospectus
from the date of filing of such documents. Any statement contained in a
document incorporated or deemed to be incorporated by reference herein
shall be deemed to be modified or superseded for purposes of this
Prospectus and any amendment or supplement hereto to the extent that a
statement contained herein or in any other subsequently filed document
which also is or is deemed to be incorporated by reference herein
modifies or supersedes such statement. Any statement so modified or
superseded shall not be deemed, except as so modified or superseded, to
constitute a part of this Prospectus or any such amendment or supplement.

The Company will provide without charge to each person, including
any beneficial owner, to whom this Prospectus is delivered, on the
written or oral request of any such person, a copy of any or all of the
foregoing documents incorporated herein by reference (other than exhibits
to such documents unless such exhibits are specifically incorporated by
reference into such documents). Requests should be directed to
Ingersoll-Rand Company, P.O. Box 8738, Woodcliff Lake, New Jersey 07675,
Attention: R.G. Heller, Secretary (telephone 201-573-0123).

THE COMPANY

The Company was organized in 1905 under the laws of the State of
New Jersey as a consolidation of Ingersoll-Sergeant Drill Company and the
Rand Drill Company, whose businesses were established in the early 1870s.
Over the years, the Company has supplemented its original business, which
consisted primarily of the manufacture and sale of rock drilling
equipment, with additional products which have been developed internally
or obtained through acquisition. Unless the context otherwise requires,
the terms "Ingersoll-Rand" and "Company" refer to Ingersoll-Rand Company
and its consolidated subsidiaries.
<PAGE>
Ingersoll-Rand manufactures and sells primarily nonelectrical
machinery and equipment. Principal products include the following:

The Company employs approximately 47,000 people. It has over 100
manufacturing plants throughout the world.

During the last three years, the Company has been involved in an
aggressive acquisition and divestment program. The larger acquisitions
included the following:

-- the May 1995 acquisition of Clark Equipment Company for
approximately $1.5 billion in cash.

-- the February 1997 sale of the Company's Clark-Hurth Group to
Dana Corporation for approximately $260.0 million.

-- the March 1996 sale of the Company's Pulp Machinery Division
for approximately $122.3 million to Beloit Corporation, a
subsidiary of Harnischfeger Industries, Inc.

-- the December 1996 sale of the remainder of the Process
Systems Group for approximately $58 million in cash to Gencor
Industries, Inc.

Pursuant to a Stock Purchase Agreement dated as of September 12,
1997, the Company has agreed to purchase from Westinghouse Electric
Corporation all the outstanding capital stock of Thermo King Corporation
("Thermo King"), together with other equity interests and assets related
to Thermo King, for an aggregate purchase price of $2.56 billion. Thermo
King designs, manufactures and distributes transport temperature control
systems and service parts for a variety of mobile applications, including
trailers, truck bodies, sea-going containers, buses and light rail cars.

The Company's principal executive offices are at 200 Chestnut Ridge
Road, Woodcliff Lake, New Jersey 07675 (telephone 201-573-0123).

THE TRUST

The Trust is a statutory business trust created under Delaware law
pursuant to (i) a trust agreement, dated as of August 18, 1997, executed
by the Company, as depositor (the "Sponsor"), and certain of the trustees
of the Trust (the "Ingersoll-Rand Trustees") and (ii) the filing of a
certificate of trust with the Secretary of State of the State of Delaware
on August 18, 1997. Such trust agreement will be amended and restated in
its entirety (as so amended and restated, the "Declaration")
substantially in the form filed as an exhibit to the Registration
Statement of which this Prospectus forms a part. The Declaration will be
qualified as an indenture under the Trust Indenture Act of 1939, as
amended (the "Trust Indenture Act"). The Company will directly or
indirectly acquire Common Securities in an aggregate liquidation amount
equal to 3% of the total of the Trust. The Trust exists for the
exclusive purposes of (i) issuing the Trust Securities representing
undivided beneficial interests in its assets, (ii) investing the proceeds
of the Trust Securities in the Debentures and (iii) engaging in only
those other activities necessary or incidental thereto. Unless otherwise
specified in the applicable Prospectus Supplement, the Trust has a term
of approximately seven years, but may terminate earlier as provided in
the Declaration.

Pursuant to the Declaration, the number of Ingersoll-Rand Trustees
initially is five. Three of the Ingersoll-Rand Trustees (the "Regular
Trustees") are persons who are employees or officers of or who are
affiliated with the Company. Pursuant to the Declaration, the fourth
trustee will be a financial institution that is unaffiliated with the
Company, which trustee serves as institutional trustee under the
<PAGE>
Declaration and as indenture trustee for the purposes of compliance with
the provisions of the Trust Indenture Act (the "Institutional Trustee").
For the purpose of compliance with the provisions of the Trust Indenture
Act, the Institutional Trustee will also act as trustee (the "Guarantee
Trustee") under the Guarantee and as the trustee in the State of Delaware
(the "Delaware Trustee") for the purposes of the Trust Act (as defined
herein), until removed or replaced by the holder of the Common
Securities. See "Description of the Guarantee" and "Description of
Preferred Securities -- Voting Rights; Amendment of Declaration."

The Institutional Trustee will hold title to the Debentures for the
benefit of the holders of the Trust Securities and the Institutional
Trustee will have the power to exercise all rights, powers and privileges
under the Indenture (as defined herein) as the holder of the Debentures.
In addition, the Institutional Trustee will maintain exclusive control of
a segregated non-interest bearing bank account (the "Property Account")
to hold all payments made in respect of the Debentures for the benefit of
the holders of the Trust Securities. The Institutional Trustee will make
payments of distributions and payments on liquidation, redemption and
otherwise to the holders of the Trust Securities out of funds from the
Property Account. The Guarantee Trustee will hold the Guarantee for the
benefit of the holders of the Preferred Securities. The Company, as the
direct or indirect holder of all the Common Securities, will have the
right to appoint, remove or replace any Ingersoll-Rand Trustee and to
increase or decrease the number of Ingersoll-Rand Trustees; provided,
that the number of Ingersoll-Rand Trustees shall be at least three, a
majority of which shall be Regular Trustees. The Company will pay all
fees and expenses related to the Trust and the offering of the Trust
Securities. See "Description of the Guarantee -- Expenses of the Trust."

The rights of the holders of the Preferred Securities, including
economic rights, rights to information and voting rights, are set forth
in the Declaration, the Delaware Business Trust Act, as amended (the
"Trust Act"), and the Trust Indenture Act. See "Description of Preferred
Securities."

The Delaware Trustee initially is Mark A. Ferrucci, c/o The
Corporation Trust Company, 1209 Orange Street, Wilmington, Delaware
19801. The principal place of business of the Trust is c/o Ingersoll-Rand
Company, 200 Chestnut Ridge Road, Woodcliff Lake, New Jersey 07675 and
its telephone number is (201) 573-0123.

USE OF PROCEEDS

The Company intends to apply the net proceeds from the sale of the
Securities (including Debentures issued to the Trust in connection with
the investment by the Trust of all of the proceeds from the sale of the
Preferred Securities) to which this Prospectus relates to its general
funds to be used for capital expenditures, acquisitions and other general
corporate purposes, including, without limitation, the acquisition of
Thermo King. Funds not required immediately for such purposes may be
invested in short-term obligations or used to reduce the future level of
the Company's commercial paper obligations.
<PAGE>
SELECTED CONSOLIDATED FINANCIAL DATA

The following table sets forth selected consolidated financial
information of the Company (i) for the six months ended June 30, 1997 and
1996, which has been derived from the unaudited quarterly consolidated
financial statements of the Company for the six months ended June 30,
1997 and 1996, and (ii) for each of the five fiscal years in the period
ended December 31, 1996, which has been derived from the annual
consolidated financial statements of the Company audited by Price
Waterhouse LLP, independent accountants. This table should be read in
conjunction with those statements, all of which have been previously
filed with the Securities and Exchange Commission (the "Commission"). The
financial information presented below for the six months ended June 30,
1997 and 1996 reflects all adjustments (consisting only of normal
recurring accruals) necessary for a fair presentation of the Company's
results. Operating results for the six months ended June 30, 1997 are
not necessarily indicative of the results that may be expected for the
entire year ending December 31, 1997. The following table is qualified
in its entirety by, and should be read in conjunction with, "Management's
Discussion and Analysis of Financial Condition and Results of
Operations," and the consolidated financial information and related notes
of the Company included in the documents incorporated in the accompanying
Prospectus by reference. See "Incorporation of Certain Documents by
Reference" in the accompanying Prospectus. Information on a per share
basis is presented as reported and restated to reflect the 3-for-2 stock
split which was effected in the form of a stock dividend, declared on
August 6, 1997 and paid on September 2, 1997 to shareholders of record on
August 19, 1997.
<PAGE>
<TABLE>
<CAPTION>
Six Months Ended
June 30, Years Ended December 31,
---------------------- -------------------------------------------------------------
1997 1996 1996 1995 1994 1993 1992
---------- ---------- ---------- ---------- ---------- ---------- ----------
(in millions of dollars, except per share data)
(unaudited)
---------------------- -------------------------------------------------------------
<S> <C> <C> <C> <C> <C> <C> <C>
Net sales . . . . . . . . . . . . . $3,476.8 $3,366.7 $6,702.9 $5,729.0 $4,507.5 $4,021.1 $3,783.8
Cost of goods sold . . . . . . . . 2,583.9 2,546.7 5,029.9 4,310.2 3,377.1 3,021.7 2,961.9
Administrative, selling and
service engineering expenses . . 516.7 493.1 989.5 921.8 753.4 707.9 646.7
Operating income . . . . . . . . . 376.2 326.9 683.5 497.0 377.0 291.5 175.2
Interest expense . . . . . . . . . (57.0) (63.4) (119.9) (86.6) (43.8) (52.0) (54.1)
Other income (expense), net . . . . (7.5) (1.9) (1.0) 9.4 (14.7) (7.5) (0.7)
Dresser-Rand income . . . . . . . . 9.5 7.5 23.0 22.0 24.6 33.1 27.6
Ingersoll-Dresser Pump minority
interest . . . . . . . . . . . . (9.7) (4.3) (17.3) (12.7) (13.2) (11.6) 35.0
Earnings before income taxes and
the effect of accounting
changes . . . . . . . . . . . . 311.5 264.8 568.3 429.1 329.9 253.5 183.0
Provision for income taxes . . . . 122.1 98.0 210.3 158.8 118.8 90.0 67.4
-------- -------- -------- -------- -------- -------- --------
Earnings before the effect of
accounting changes . . . . . . . 189.4 166.8 358.0 270.3 211.1 163.5 115.6
Effect of accounting changes (net -- -- -- -- -- (21.0) (350.0)
of income tax benefits) . . . . -------- -------- -------- -------- -------- -------- --------
Net earnings (loss) . . . . . . . . $ 189.4 $ 166.8 $ 358.0 $ 270.3 $ 211.1 $ 142.5 $ (234.4)
========= ========= ========= ========= ========= ========= =========

Total assets . . . . . . . . . . . $ 5,903.7 $5,695.8 $5,621.6 $5,563.3 $3,596.9 $3,375.3 $3,387.6
Long-term debt . . . . . . . . . . 1,164.9 1,303.7 1,163.8 1,304.4 315.9 314.1 355.6
Shareholders' equity . . . . . . . 2,231.8 1,927.5 2,090.8 1,795.5 1,531.3 1,349.8 1,293.4
Earnings (loss) per common share <F1> 1.75 1.56 3.33 2.55 2.00 1.36 (2.25)
Earnings (loss) per common share <F2> 1.16 1.04 2.22 1.70 1.33 0.91 (1.50)
Dividends per common share <F1> . . 0.41 0.37 0.78 0.74 0.72 0.70 0.69
Dividends per common share <F2> . . 0.27 0.25 0.52 0.49 0.48 0.47 0.46

____________________
<FN>
<F1> Prior to the 3-for-2 stock split.
<F2> Restated to give effect to the 3-for-2 stock split.
</TABLE>
<PAGE>
DESCRIPTION OF DEBENTURES

The Debentures are to be issued in one or more series under an
Indenture, as supplemented or amended from time to time (as so
supplemented or amended, the "Indenture"), between the Company and
_________________, as trustee (the "Debt Trustee"). This summary of
certain terms and provisions of the Debentures and the Indenture is not
necessarily complete, and reference is hereby made to the copy of the
form of the Indenture which is filed as an exhibit to the Registration
Statement of which this Prospectus forms a part, and to the Trust
Indenture Act. Whenever particular defined terms of the Indenture are
referred to in this Section or in a Prospectus Supplement, such defined
terms are incorporated herein or therein by reference.

General

Unless otherwise specified in the applicable Prospectus Supplement,
each series of Debentures will be issued as senior unsecured debt under
the Indenture and will rank pari passu in right of payment with all of
the Company's other senior unsecured obligations. See "--Subordination."
Except as otherwise provided in the applicable Prospectus Supplement, the
Indenture does not limit the incurrence or issuance of other secured or
unsecured debt of the Company, whether under the Indenture, any other
indenture that the Company may enter into in the future or otherwise.
See the Prospectus Supplement relating to any offering of Securities.

The Debentures will be issuable in one or more series pursuant to
an indenture supplemental to the Indenture or a resolution of the
Company's Board of Directors or a committee thereof.

The applicable Prospectus Supplement or Prospectus Supplements will
describe the following terms of the Debentures: (i) the title of the
Debentures; (ii) any limit upon the aggregate principal amount of the
Debentures; (iii) the date or dates on which the principal of the
Debentures is payable or the method of determination thereof; (iv) the
rate or rates, if any, at which the Debentures shall bear interest
(including reset rates, if any, and the method by which any such rate
will be determined), the Interest Payment Dates on which any such
interest shall be payable, the right, if any, of the Company to defer or
extend an Interest Payment Date, and the Regular Record Date for any
interest payable on any Interest Payment Date or the method by which any
of the foregoing shall be determined; (v) the place or places where,
subject to the terms of the Indenture as described below under "--
Payment and Paying Agents," the principal of and premium, if any, and
interest, if any, on the Debentures will be payable and where, subject to
the terms of the Indenture as described below under "-- Denominations,
Registration and Transfer," the Debentures may be presented for
registration of transfer or exchange and the place or places where
notices and demands to or upon the Company in respect of the Debentures
and the Indenture may be made ("Place of Payment"); (vi) any period or
periods within, or date or dates on which, the price or prices at which
and the terms and conditions upon which Debentures may be redeemed, in
whole or in part, at the option of the Company or a holder thereof; (vii)
the obligation or the right, if any, of the Company or a holder thereof
to redeem, purchase or repay the Debentures and the period or periods
within which, the price or prices at which, the currency or currencies
(including currency unit or units) in which and the other terms and
<PAGE>
conditions upon which the Debentures shall be redeemed, repaid or
purchased, in whole or in part, pursuant to such obligation; (viii) the
denominations in which any Debentures shall be issuable if other than
denominations of $1,000 and any integral multiple thereof; (ix) if other
than in U.S. Dollars, the currency or currencies (including currency unit
or units) in which the principal of (and premium, if any) and interest,
if any, on the Debentures shall be payable, or in which the Debentures
shall be denominated; (x) any additions, modifications or deletions in
the Events of Default or covenants of the Company specified in the
Indenture with respect to the Debentures; (xi) if other than the
principal amount thereof, the portion of the principal amount of
Debentures that shall be payable upon declaration of acceleration of the
maturity thereof; (xii) any additions or changes to the Indenture with
respect to a series of Debentures as shall be necessary to permit or
facilitate the issuance of such series in bearer form, registrable or not
registrable as to principal, and with or without interest coupons; (xiii)
any index or indices used to determine the amount of payments of
principal of and premium, if any, on the Debentures and the manner in
which such amounts will be determined; (xiv) the terms and conditions
relating to the issuance of a temporary Global Security representing all
of the Debentures of such series and exchange of such temporary Global
Security for definitive Debentures of such series; (xv) subject to the
terms described under "-- Global Debentures," whether the Debentures of
the series shall be issued in whole or in part in the form of one or more
Global Securities and, in such case, the depositary for such Global
Securities, which depositary shall be a clearing agency registered under
the Exchange Act; (xvi) the appointment of any paying agent or agents;
(xvii) the terms and conditions of any obligation or right of the Company
or a holder to convert or exchange Debentures into Preferred Securities
or other securities; (xviii) the relative degree, if any, to which such
Debentures of the series shall be senior to or be subordinated to other
series of such Debentures or other indebtedness of the Company in right
of payment, whether such other series of Debentures or other indebtedness
are outstanding or not; and (xix) any other terms of the Debentures not
inconsistent with the provisions of the Indenture.

Debentures may be sold at a substantial discount below their stated
principal amount, bearing no interest or interest at a rate which at the
time of issuance is below market rates. Certain material U.S. federal
income tax consequences and special considerations applicable to any such
Debentures will be described in the applicable Prospectus Supplement.

If the purchase price of any of the Debentures is payable in one or
more foreign currencies or currency units or if any Debentures are
denominated in one or more foreign currencies or currency units or if the
principal of, premium, if any, or interest, if any, on any Debentures is
payable in one or more foreign currencies or currency units, the
restrictions, elections, certain material U.S. federal income tax
considerations, specific terms and other information with respect to such
issue of Debentures and such foreign currency or currency units will be
set forth in the applicable Prospectus Supplement.

If any index is used to determine the amount of payments of
principal of, premium, if any, or interest on any series of Debentures,
certain material U.S. federal income tax, accounting and other
considerations applicable thereto will be described in the applicable
Prospectus Supplement.
<PAGE>
Denominations, Registration and Transfer

Unless otherwise specified in the applicable Prospectus Supplement,
the Debentures will be issuable only in registered form without coupons
in denominations of $1,000 and any integral multiple thereof. Debentures
of any series will be exchangeable for other Debentures of the same issue
and series, of any authorized denominations, of a like aggregate
principal amount, of the same Original Issue Date and Stated Maturity and
bearing the same interest rate.

Debentures may be presented for exchange as provided above, and may
be presented for registration of transfer (with the form of transfer
endorsed thereon, or a satisfactory written instrument of transfer, duly
executed), at the office of the appropriate Securities Registrar or at
the office of any transfer agent designated by the Company for such
purpose with respect to any series of Debentures and referred to in the
applicable Prospectus Supplement, without service charge and upon payment
of any taxes and other governmental charges as described in the
Indenture. The Company will appoint the Debt Trustee as Securities
Registrar under the Indenture. If the applicable Prospectus Supplement
refers to any transfer agents (in addition to the Securities Registrar)
initially designated by the Company with respect to any series of
Debentures, the Company may at any time rescind the designation of any
such transfer agent or approve a change in the location through which any
such transfer agent acts, provided that the Company maintains a transfer
agent in each Place of Payment for such series. The Company may at any
time designate additional transfer agents with respect to any series of
Debentures.

In the event of any redemption, neither the Company nor the Debt
Trustee shall be required to (i) issue, register the transfer of or
exchange Debentures of any series during a period beginning at the
opening of business 15 days before the day of selection for redemption of
Debentures of that series and ending at the close of business on the day
of mailing of the relevant notice of redemption or (ii) transfer or
exchange any Debentures so selected for redemption, except, in the case
of any Debentures being redeemed in part, any portion thereof not to be
redeemed.

Global Debentures

Unless otherwise specified in the applicable Prospectus Supplement,
the Debentures of a series may be issued in whole or in part in the form
of one or more Global Debentures that will be deposited with, or on
behalf of, a depositary identified in the Prospectus Supplement relating
to such series. Global Debentures may be issued only in fully registered
form and in either temporary or permanent form. Unless and until it is
exchanged in whole or in part for the individual Debentures represented
thereby, a Global Debenture may not be transferred except as a whole by
the depositary for such Global Debenture to a nominee of such depositary
or by a nominee of such depositary to such depositary or another nominee
of such depositary or by the depositary or any nominee to a successor
depositary or any nominee of such successor.

<PAGE>
The specific terms of the depositary arrangement with respect to a
series of Debentures will be described in the Prospectus Supplement
relating to such series. The Company anticipates that the following
provisions will generally apply to depositary arrangements.

Upon the issuance of a Global Debenture, and the deposit of such
Global Debenture with or on behalf of the applicable depositary, the
depositary for such Global Debenture or its nominee will credit on its
book-entry registration and transfer system, the respective principal
amounts of the individual Debentures represented by such Global Debenture
to the accounts of persons that have accounts with such depositary
("Participants"). Such accounts shall be designated by the dealers,
underwriters or agents with respect to such Debentures or by the Company
if such Debentures are offered and sold directly by the Company.
Ownership of beneficial interests in a Global Debenture will be limited
to Participants or persons that may hold interests through Participants.
Ownership of beneficial interests in such Global Debenture will be shown
on, and the transfer of that ownership will be effected only through,
records maintained by the applicable depositary or its nominee (with
respect to interests of Participants) and the records of Participants
(with respect to interests of persons who hold through Participants).
The laws of some states require that certain purchasers of securities
take physical delivery of such securities in definitive form. Such
limits and such laws may impair the ability to transfer beneficial
interests in a Global Debenture.

So long as the depositary for a Global Debenture, or its nominee,
is the registered owner of such Global Debenture, such depositary or such
nominee, as the case may be, will be considered the sole owner or holder
of the Debentures represented by such Global Debenture for all purposes
under the Indenture. Except as provided below, owners of beneficial
interests in a Global Debenture will not be entitled to have any of the
individual Debentures of the series represented by such Global Debenture
registered in their names, will not receive or be entitled to receive
physical delivery of any such Debentures of such series in definitive
form and will not be considered the owners or holders thereof under the
Indenture.

Payments of principal of (and premium, if any) and interest on
individual Debentures represented by a Global Debenture registered in the
name of a depositary or its nominee will be made to such depositary or
its nominee, as the case may be, as the registered owner of the Global
Debenture representing such Debentures. None of the Company, the Debt
Trustee, any paying agent, or the Securities Registrar for such
Debentures will have any responsibility or liability for any aspect of
the records relating to or payments made on account of beneficial
ownership interest of the Global Debenture for such Debentures or for
maintaining, supervising or reviewing any records relating to such
beneficial ownership interests.
<PAGE>
The Company expects that the depositary for a series of Debentures
or its nominee, upon receipt of any payment of principal, premium or
interest in respect of a permanent Global Debenture representing any of
such Debentures, immediately will credit Participants' accounts with
payments in amounts proportionate to their respective beneficial interest
in the principal amount of such Global Debenture for such Debentures as
shown on the records of such depositary or its nominee. The Company also
expects that payments by Participants to owners of beneficial interests
in such Global Debenture held through such Participants will be governed
by standing instructions and customary practices, as is now the case with
securities held for the accounts of customers in bearer form or
registered in "street name." Such payments will be the responsibility of
such Participants.

Unless otherwise specified in the applicable Prospectus Supplement,
if the depositary for a series of Debentures is at any time unwilling,
unable or ineligible to continue as depositary and a successor depositary
is not appointed by the Company within 90 days, the Company will issue
individual Debentures of such series in exchange for the Global Debenture
representing such series of Debentures. In addition, unless otherwise
specified in the applicable Prospectus Supplement, the Company may at any
time and in its sole discretion, subject to any limitations described in
the Prospectus Supplement relating to such Debentures, determine not to
have any Debentures of such series represented by one or more Global
Debentures and, in such event, will issue individual Debentures of such
series in exchange for such Global Debentures. Further, if the Company
so specifies with respect to the Debentures of a series, an owner of a
beneficial interest in a Global Debenture representing Debentures of such
series may, on terms acceptable to the Company, the Debt Trustee and the
depositary for such Global Debenture, receive individual Debentures of
such series in exchange for such beneficial interests, subject to any
limitations described in the Prospectus Supplement relating to such
Debentures. In any such instance, an owner of a beneficial interest in a
Global Debenture will be entitled to physical delivery of individual
Debentures of the series represented by such Global Debenture equal in
principal amount to such beneficial interest and to have such Debentures
registered in its name. Individual Debentures of such series so issued
will be issued in denominations, unless otherwise specified by the
Company, of $1,000 and integral multiples thereof. The applicable
Prospectus Supplement may specify other circumstances under which
individual Debentures may be issued in exchange for the Global Debenture
representing any Debentures.

Payment and Paying Agents

Unless otherwise indicated in the applicable Prospectus Supplement,
payment of principal of (and premium, if any) and any interest on
Debentures will be made at the office of the Debt Trustee in
_________________, Delaware or at the office of such paying agent or
paying agents as the Company may designate from time to time in the
applicable Prospectus Supplement, except that at the option of the
Company payment of any interest may be made (i) except in the case of
Global Debentures, by check mailed to the address of the person or entity
<PAGE>
entitled thereto as such address shall appear in the Securities Register
or (ii) by transfer to an account maintained by the person or entity
entitled thereto as specified in the Securities Register, provided that
proper transfer instructions have been received by the Regular Record
Date. Unless otherwise indicated in the applicable Prospectus
Supplement, payment of any interest on Debentures will be made to the
person or entity in whose name such Debenture is registered at the close
of business on the Regular Record Date for such interest, except in the
case of Defaulted Interest. The Company may at any time designate
additional paying agents or rescind the designation of any paying agent;
however, the Company will at all times be required to maintain a paying
agent in each Place of Payment for each series of Debentures.

Any moneys deposited with the Debt Trustee or any paying agent, or
held by the Company in trust, for the payment of the principal of (and
premium, if any) or interest on any Debenture and remaining unclaimed for
two years after such principal (and premium, if any) or interest has
become due and payable shall, at the request of the Company, be repaid to
the Company or released from such trust, as applicable, and the holder of
such Debenture shall thereafter look, as a general unsecured creditor,
only to the Company for payment thereof.

Redemption

Unless otherwise indicated in the applicable Prospectus Supplement,
Debentures will not be subject to any sinking fund.

Unless otherwise indicated in the applicable Prospectus Supplement,
the Company may, at its option, redeem the Debentures of any series in
whole at any time or in part from time to time, at the redemption price
set forth in the applicable Prospectus Supplement plus accrued and unpaid
interest to the date fixed for redemption, and Debentures in
denominations larger than $50 may be redeemed in part but only in
integral multiples of $50. If the Debentures of any series are so
redeemable only on or after a specified date or upon the satisfaction of
additional conditions, the applicable Prospectus Supplement will specify
such date or describe such conditions.

Except as otherwise specified in the applicable Prospectus
Supplement, if a Special Event (as defined in "Description of Preferred
Securities -- Redemption -- Special Event Redemption" below or in the
applicable Prospectus Supplement) in respect of the Trust shall occur and
be continuing, the Company may, at its option, redeem such series of
Debentures, in whole (but not in part), at a redemption price equal to
the amount described in the applicable Prospectus Supplement. See
"Description of Preferred Securities -- Redemption -- Special Event
Redemption."

Notice of any redemption will be mailed at least 30 days but not
more than 60 days before the redemption date to each holder of Debentures
to be redeemed at such holder's registered address. Unless the Company
defaults in the payment of the redemption price, on and after the
redemption date interest shall cease to accrue on such Debentures or
portions thereof called for redemption.
<PAGE>
Option to Defer Interest Payments

If provided in the applicable Prospectus Supplement, the Company
shall have the right at any time and from time to time during the term of
any series of Debentures to defer the payment of interest for such number
of consecutive interest payment periods as may be specified in the
applicable Prospectus Supplement (each, an "Extension Period"), subject
to the terms, conditions and covenants, if any, specified in such
Prospectus Supplement, provided that such Extension Period may not extend
beyond the Stated Maturity of the Debentures. Certain material U.S.
federal income tax consequences and special considerations applicable to
any such Debentures will be described in the applicable Prospectus
Supplement.

At the end of such Extension Period, the Company shall pay all
interest then accrued and unpaid together with interest thereon
compounded semiannually at the rate specified for the Debentures to
the extent permitted by applicable law ("Compound Interest"); provided,
that during any such Extension Period, (a) the Company shall not declare
or pay dividends on, make any distribution with respect to, or redeem,
purchase, acquire or make a liquidation payment with respect to, any of
its capital stock (other than (i) purchases or acquisitions of capital
stock of the Company in connection with the satisfaction by the Company
of its obligations under any employee benefit plans or the satisfaction
by the Company of its obligations pursuant to any contract or security
outstanding on the date of such event requiring the Company to purchase
capital stock of the Company, (ii) as a result of a reclassification of
the Company's capital stock or the exchange or conversion of one class
or series of the Company's capital stock for another class or series of
the Company's capital stock, (iii) the purchase of fractional interests
in shares of the Company's capital stock pursuant to the conversion or
exchange provisions of such capital stock or the security being converted or
exchanged, (iv) dividends or distributions in capital stock of the
Company and (v) redemptions or purchases of any rights pursuant to the
Rights Agreement, as amended, between the Company and The Bank of New
York, as Rights Agent (the "Rights Agreement"), or any successor to the
Rights Agreement, and the declaration thereunder of a dividend of rights
in the future, (b) the Company shall not make any payment of interest,
principal or premium, if any, on or repay, repurchase or redeem any debt
<PAGE>
securities issued by the Company that rank pari passu with or junior to
the Debentures, and (c) the Company shall not make any guarantee payments
with respect to the foregoing (other than payments pursuant to the
Guarantee or the Common Securities Guarantee). Prior to the termination
of any such Extension Period, the Company may further defer payments of
interest by extending the interest payment period; provided, however,
that, such Extension Period, including all such previous and further
extensions, may not extend beyond the maturity of the Debentures. Upon
the termination of any Extension Period and the payment of all amounts
then due, the Company may commence a new Extension Period, subject to the
terms set forth in this section. No interest during an Extension Period,
except at the end thereof, shall be due and payable, but the Company may
prepay at any time all or any portion of the interest accrued during an
Extension Period. The Company has no present intention of exercising its
right to defer payments of interest by extending the interest payment
period on the Debentures. If the Institutional Trustee shall be the sole
holder of the Debentures, the Company shall give the Regular Trustees and
the Institutional Trustee notice of its selection of such Extension
Period one Business Day prior to the earlier of (i) the date
distributions on the Preferred Securities are payable or (ii) the date
the Regular Trustees are required to give notice to the New York Stock
Exchange (or other applicable self-regulatory organization) or to holders
of the Preferred Securities of the record or payment date of such
distribution. The Regular Trustees shall give notice of the Company's
selection of such Extension Period to the holders of the Preferred
Securities. If the Institutional Trustee shall not be the sole holder of
the Debentures, the Company shall give the holders of the Debentures
notice of its selection of such Extension Period ten Business Days prior
to the earlier of (i) the Interest Payment Date or (ii) the date upon
which the Company is required to give notice to the New York Stock
Exchange (or other applicable self-regulatory organization) or to holders
of the Debentures of the record or payment date of such related interest
payment.

Modification of Indenture

From time to time, the Indenture may be modified by the Company and
the Debt Trustee without the consent of any holders of the Debentures
with respect to certain matters, including (i) to cure any ambiguity,
defect or inconsistency or to correct or supplement any provision which
may be inconsistent with any other provision of the Indenture, (ii) to
qualify, or maintain the qualification of, the Indenture under the Trust
Indenture Act and (iii) to make any change that does not materially
adversely affect the interests of any holder of Debentures. In addition,
under the Indenture, certain rights and obligations of the Company and
the rights of holders of the Debentures may be modified by the Company
and the Debt Trustee with the written consent of the holders of at least
a majority in aggregate principal amount of the outstanding Debentures;
but no extension of the maturity of Debentures, reduction in the interest
rate or extension of the time for payment of interest, change in the
optional redemption or repurchase provisions in a manner adverse to any
holder of Debentures, other modification in the terms of payment of the
principal of, or interest on, the Debentures, or reduction of the
<PAGE>
percentage required for modification, will be effective against any
holder of any outstanding Debentures without the holder's consent.

In addition, the Company and the Debt Trustee may execute, without
the consent of any holder of Debentures, any supplemental Indenture for
the purpose of creating any new series of Debentures.

Indenture Events of Default

The Indenture provides that any one or more of the following
described events with respect to a series of Debentures that has occurred
and is continuing constitutes an "Indenture Event of Default" with
respect to such series of Debentures:

(i) failure for 30 days to pay any interest on such series of
the Debentures when due (subject to the deferral of any due date in
the case of an Extension Period); or

(ii) failure to pay any principal or premium, if any, on such
series of Debentures when due whether at maturity, upon redemption,
by declaration or otherwise; or

(iii) failure to observe or perform in any material respect
certain other covenants contained in the Indenture for 90 days
after written notice has been given to the Company from the Debt
Trustee or the holders of at least 25% in principal amount of such
series of outstanding Debentures; or

(iv) certain events in bankruptcy, insolvency or reorganization
of the Company.

The holders of a majority in outstanding principal amount of such
series of Debentures have the right to direct the time, method and place
of conducting any proceeding for any remedy available to the Debt
Trustee. The Debt Trustee or the holders of not less than 25% in
aggregate outstanding principal amount of such series of Debentures may
declare the principal due and payable immediately upon an Indenture Event
of Default. The holders of a majority in aggregate outstanding principal
amount of such series of Debentures may annul such declaration and waive
the default if the default (other than the non-payment of the principal
of such series of Debentures which has become due solely by such
acceleration) has been cured and a sum sufficient to pay all matured
installments of interest and principal due otherwise than by acceleration
has been deposited with the Debt Trustee.

The holders of a majority in outstanding principal amount of the
Debentures affected thereby may, on behalf of the holders of all the
Debentures, waive any past default, except a default in the payment of
principal or interest (unless such default has been cured and a sum
sufficient to pay all matured installments of interest and principal due
otherwise than by acceleration has been deposited with the Debt Trustee)
or a default in respect of a covenant or provision which under the
Indenture cannot be modified or amended without the consent of the holder
<PAGE>
of each outstanding Debenture. The Company is required to file annually
with the Debt Trustee a certificate as to whether or not the Company is
in compliance with all the conditions and covenants applicable to it
under the Indenture.

In case an Indenture Event of Default shall occur and be continuing
as to a series of Debentures, all of which are held by the Trust, the
Institutional Trustee will have the right to declare the principal of and
the interest on such Debentures, and any other amounts payable under the
Indenture, to be forthwith due and payable and to enforce its other
rights as a creditor with respect to such Debentures.

Enforcement of Certain Rights by Holders of Preferred Securities

If an Indenture Event of Default with respect to the Debentures has
occurred and is continuing and such event is attributable to the failure
of the Company to pay interest or principal on the Debentures on the date
such interest or principal is otherwise payable, a holder of the
Preferred Securities may institute a legal proceeding directly against
the Company for enforcement of payment to such holder of the principal of
or interest on such Debentures having a principal amount equal to the
aggregate liquidation amount of the Preferred Securities of such holder
(a "Direct Action"). The Company may not amend the Indenture to remove
the foregoing right to bring a Direct Action without the prior written
consent of the holders of all of the Preferred Securities. If the right
to bring a Direct Action is removed, the Trust may become subject to the
reporting obligations under the Exchange Act. Unless otherwise specified
in the applicable Prospectus Supplement, the Company shall have the right
under the Indenture to set-off any payment made to such holder of
Preferred Securities by the Company in connection with a Direct Action.
The holders of Preferred Securities will not be able to exercise directly
any other remedy available to the holders of the Debentures unless there
shall have been an Event of Default under the Declaration. See
"Description of Preferred Securities--Events of Default; Notice."

Consolidation, Merger, Sale of Assets and Other Transactions

The Indenture provides that the Company shall not consolidate with
or merge into any other person or entity or sell, assign, convey,
transfer or lease its properties and assets substantially as an entirety
to any person or entity unless (i) either the Company is the continuing
corporation, or any successor or purchaser is a corporation, partnership,
or trust or other entity organized under the laws of the United States of
America, any State thereof or the District of Columbia, and any such
successor or purchaser expressly assumes the Company's obligations on the
Debentures under a supplemental indenture; and (ii) immediately after
giving effect thereto, no Indenture Event of Default, and no event which,
after notice or lapse of time or both, would become an Indenture Event of
Default, shall have happened and be continuing.

The general provisions of the Indenture do not afford holders of
the Debentures protection in the event of a highly leveraged or other
transaction involving the Company that may adversely affect holders of
the Debentures.
<PAGE>
Satisfaction and Discharge; Defeasance

The Indenture provides that when, among other things, all
Debentures not previously delivered to the Debt Trustee for cancellation
(i) have become due and payable or (ii) will become due and payable at
their Stated Maturity within one year, and the Company deposits or causes
to be deposited with the Debt Trustee, as trust funds in trust for the
purpose, an amount in the currency or currencies in which the Debentures
are payable sufficient to pay and discharge the entire indebtedness on
the Debentures not previously delivered to the Debt Trustee for
cancellation, for the principal (and premium, if any) and interest to the
date of the deposit or to the Stated Maturity, as the case may be, then
the Indenture will cease to be of further effect (except as to the
Company's obligations to pay all other sums due pursuant to the Indenture
and to provide the officers' certificates and opinions of counsel
described therein), and the Company will be deemed to have satisfied and
discharged the Indenture. The Company will also have the right to
defease the Debentures if and to the extent indicated in the applicable
Prospectus Supplement.

Conversion or Exchange

If and to the extent indicated in the applicable Prospectus
Supplement, the Debentures of any series may be convertible or
exchangeable into Preferred Securities or other securities. The specific
terms on which Debentures of any series may be so converted or exchanged
will be set forth in the applicable Prospectus Supplement. Such terms
may include provisions for conversion or exchange, either mandatory, at
the option of the holder, or at the option of the Company, in which case
the number of shares of Preferred Securities or other securities to be
received by the holders of Debentures would be calculated as of a time
and in the manner stated in the applicable Prospectus Supplement.

Governing Law

The Indenture and the Debentures will be governed by and construed
in accordance with the laws of the State of New York.

Miscellaneous

Information Concerning the Debt Trustee

The Debt Trustee shall have and be subject to all the duties and
responsibilities specified with respect to an indenture trustee under the
Trust Indenture Act. Subject to such provisions, the Debt Trustee is
under no obligation to exercise any of the powers vested in it by the
<PAGE>
Indenture at the request of any holder of Debentures, unless offered
reasonable indemnity by such holder against the costs, expenses and
liabilities which might be incurred thereby. The Debt Trustee is not
required to expend or risk its own funds or otherwise incur personal
financial liability in the performance of its duties if the Debt Trustee
reasonably believes that repayment or adequate indemnity is not
reasonably assured to it.

________________________, the Debt Trustee, is also Institutional
Trustee and Delaware Trustee under the Declaration and Guarantee Trustee
under the Guarantee. The Company maintains trust and other business
relationships in the ordinary course of business with
_________________________. Pursuant to the provisions of the Trust
Indenture Act, upon the occurrence of certain events,
____________________ may be deemed to have a conflicting interest, by
virtue of its acting as the Institutional Trustee, the Delaware Trustee,
the Debt Trustee and the Guarantee Trustee, and its other business
relationships with the Company, and thereby may be required to resign and
be replaced by a successor trustee under the Indenture, the Declaration
and the Guarantee.

DESCRIPTION OF PREFERRED SECURITIES

Pursuant to the terms of the Declaration, the Ingersoll-Rand
Trustees on behalf of the Trust will issue the Preferred Securities and
the Common Securities. The Preferred Securities will represent preferred
undivided beneficial interests in the assets of the Trust and the holders
thereof will be entitled to a preference in certain circumstances with
respect to Distributions and amounts payable on redemption or liquidation
over the Common Securities, as well as other benefits as described in the
Declaration. This summary of certain provisions of the Preferred
Securities and the Declaration is not necessarily complete, and reference
is hereby made to the copy of the Declaration, including the definitions
therein of certain terms, which is filed as an exhibit to the
Registration Statement of which this Prospectus forms a part, and to the
Trust Indenture Act. Wherever particular defined terms of the
Declaration are referred to in this Section or in a Prospectus
Supplement, such defined terms are incorporated herein by reference. The
form of Declaration has been filed as an exhibit to the Registration
Statement of which this Prospectus forms a part.

General

The Preferred Securities of the Trust will rank pari passu, and
payments will be made thereon pro rata, with the Common Securities of the
Trust except as described under "--Subordination of Common Securities."
Legal title to the Debentures will be held by the Institutional Trustee
in trust for the benefit of the holders of the Preferred Securities and
Common Securities. The Guarantee Agreement executed by the Company for
the benefit of the holders of the Trust's Preferred Securities (the
"Guarantee") will be a guarantee on a subordinated basis with respect to
the Preferred Securities but will not guarantee payment of Distributions
or amounts payable on redemption or liquidation of the Preferred
<PAGE>
Securities when the Trust does not have funds on hand available to make
such payments. See "Description of the Guarantee."

Distributions

The Trust's Preferred Securities represent preferred undivided
beneficial interests in the assets of the Trust, and the Distributions on
each Preferred Security will be payable at a rate specified in the
Prospectus Supplement for the Preferred Securities. The amount of
Distributions payable for any period will be computed on the basis of a
360-day year of twelve 30-day months unless otherwise specified in the
applicable Prospectus Supplement. Distributions that are in arrears will
accumulate additional Distributions thereon at the rate per annum if and
as specified in the applicable Prospectus Supplement ("Additional
Amounts"). The term "Distributions" as used herein includes any
Additional Amounts unless otherwise stated.

Distributions on the Preferred Securities will be cumulative, will
accumulate from the date of original issuance and will be payable on such
dates as specified in the applicable Prospectus Supplement. In the event
that any date on which Distributions are payable on the Preferred
Securities is not a Business Day (as defined below), payment of the
Distribution payable on such date will be made on the next succeeding day
that is a Business Day (and without any interest or other payment in
respect of any such delay) except that, if such Business Day is in the
next succeeding calendar year, payment of such Distribution shall be made
on the immediately preceding Business Day, in each case with the same
force and effect as if made on such date (each date on which
Distributions are payable in accordance with the foregoing, a
"Distribution Date"). A "Business Day" shall mean any day other than a
Saturday or a Sunday, or a day on which banking institutions in The City
of New York are authorized or required by law or executive order to
remain closed or a day on which the corporate trust office of the
Institutional Trustee or the Debt Trustee is closed for business.

If provided in the applicable Prospectus Supplement, the Company
has the right under the Indenture to defer payments of interest on the
Debentures by extending the interest payment period thereon from time to
time for a period or periods that will be specified in the applicable
Prospectus Supplement. Such extension right, if exercised, would result
in the deferral of Distributions on the Preferred Securities (though such
Distributions would continue to accumulate additional Distribution
thereon at the rate per annum if and as specified in the applicable
Prospectus Supplement) during any such extended interest payment period.
Such right to extend the interest payment period for the Debentures is
limited to a period not extending beyond the stated Maturity of the
Debentures. In the event that the Company exercises this right, then (a)
the Company shall not declare or pay dividends on, make distributions
with respect to, or redeem, purchase or acquire, or make a liquidation
payment with respect to, any of its capital stock other than (i)
purchases or acquisitions of capital stock (of the Company in connection
with the satisfaction by the Company of its obligations under any
employee benefit plans or the satisfaction by the Company of its
<PAGE>
obligations pursuant to any contract or security outstanding on the date
of such event requiring the Company to purchase capital stock of the
Company, (ii) as a result or a reclassification of the Company's capital
stock or the exchange or conversion of one class or a series of the
Company's capital stock for another class or a series of the Company's
capital stock, (iii) the purchase of fractional interests in shares of
the Company's capital stock pursuant to the conversion or exchange
provisions of such capital stock or the security being converted or
exchanged, (iv) dividends or distributions in capital stock of the
Company and (v) redemptions or purchases of any rights pursuant to the
Rights Agreement, and the declaration thereunder of a dividend of rights
in the future), (b) the Company shall not make any payment of interest,
principal or premium, if any, on or repay, repurchase or redeem any debt
securities issued by the Company that rank pari passu with or junior to
the Debentures, and (c) the Company shall not make any guarantee payments
with respect to the foregoing (other than payments pursuant to the
Guarantee or the Common Securities Guarantee (as defined herein)). Prior
to the termination of any such Extension Period, the Company may further
extend the interest payment period; provided, that such Extension Period,
together with all such previous and further extensions thereof, may not
extend beyond the stated Maturity of the Debentures. Upon the
termination of any Extension Period and the payment of all amounts then
due, the Company may select a new Extension Period, subject to the above
requirements. See "Description of the Debentures -- Option to Defer
Interest Payments." If Distributions are deferred, the deferred
Distributions and accumulated additional Distributions thereon shall be
paid to holders of record of the Preferred Securities as they appear on
the books and records of the Trust on the record date next following the
termination of such deferral period.

It is anticipated that the revenue of the Trust available for
distribution to holders of its Preferred Securities will be limited to
payments under the Debentures in which the Trust will invest the proceeds
from the issuance and sale of the Preferred Securities and the Common
Securities. See "Description of Debentures -- Debentures." If the
Company does not make interest payments on such Debentures, the
Institutional Trustee will not have funds available to pay Distributions
on the Preferred Securities. The payment of Distributions (if and to the
extent the Trust has funds legally available for the payment of such
Distributions and cash sufficient to make such payments) is guaranteed by
the Company on a limited basis as set forth herein under "Description of
the Guarantee."

Distributions on the Preferred Securities will be payable to the
holders thereof as they appear on the register of the Trust on the
relevant record dates, which, as long as the Preferred Securities remain
in book-entry form, will be one Business Day prior to the relevant
Distribution Date. Subject to any applicable laws and regulations and
the provisions of the Declaration, unless otherwise specified in the
applicable Prospectus Supplement, each such payment will be made as
described under "Book-Entry Issuance." In the event any Preferred
Securities are not in book-entry form, the relevant record date for such
Preferred Securities shall be the date, at least 15 days prior to the
<PAGE>
relevant Distribution Date, that is specified in the applicable
Prospectus Supplement.

Redemption

Mandatory Redemption

Unless otherwise specified in the applicable Prospectus Supplement,
upon any repayment or redemption, in whole or in part, of any Debentures
that are held by the Trust unless otherwise specified in the applicable
Prospectus Supplement, whether at maturity or upon earlier redemption as
provided in the Indenture, the proceeds from such repayment or redemption
shall be applied by the Institutional Trustee to redeem a Like Amount (as
defined below) of the related Trust Securities, upon not less than 30 nor
more than 60 days notice, at a redemption price (the "Redemption Price")
equal to the aggregate liquidation amount of such Trust Securities plus
accumulated and unpaid Distributions thereon to the date of redemption
(the "Redemption Date") and the related amount of the premium, if any,
paid by the Company upon the concurrent redemption of such Debentures.
See "Description of Debentures -- Optional Redemption." If less than all
of any series of Debentures that are held by the Trust are to be repaid
or redeemed on a Redemption Date, then the proceeds from such repayment
or redemption shall be allocated to the redemption pro rata of the
Preferred Securities and the Common Securities. The amount of premium,
if any, paid by the Company upon the redemption of all or any part of any
Debentures held by the Trust shall be allocated pro rata to the Preferred
Securities and the Common Securities.

Distribution of Debentures

Unless otherwise specified in the applicable Prospectus Supplement,
the Company will have the right at any time to dissolve the Trust and,
after satisfaction of the liabilities of creditors of the Trust as
provided by applicable law, to cause the Debentures in respect of the
Trust Securities issued by the Trust to be distributed to the holders of
the Trust Securities in liquidation of the Trust.

After the liquidation date fixed for any distribution of Debentures
held by the Trust, (i) the Preferred Securities will no longer be deemed
to be outstanding, (ii) the depositary (if any) for the Preferred
Securities, as the record holder of the Preferred Securities, will
receive a registered global certificate or certificates representing the
Debentures to be delivered upon such distribution and (iii) any
certificates representing such Preferred Securities not held by or on
behalf of such depositary will be deemed to represent the Debentures
having a principal amount equal to the liquidation amount of the
Preferred Securities, and bearing accrued and unpaid interest in an
amount equal to the accrued and unpaid Distributions on the Preferred
Securities, until such certificates are presented to the Regular Trustees
or their agent for transfer or reissuance.

<PAGE>
There can be no assurance as to the market prices for the Preferred
Securities or the Debentures that may be distributed in exchange for
Preferred Securities if a dissolution or liquidation of the Trust were to
occur. Accordingly, the Preferred Securities that an investor may
purchase, or the Debentures that the investor may receive on dissolution
or liquidation of the Trust, may trade at a discount to the price that
the investor paid to purchase the Preferred Securities offered hereby.

Special Event Redemption

If a Tax Event or an Investment Company Event (each as defined
below or in the applicable Prospectus Supplement, a "Special Event")
shall occur and be continuing, unless otherwise specified in the
applicable Prospectus Supplement, the Company will have the right to
redeem the Debentures in whole (but not in part) and therefore cause a
mandatory redemption of the Trust Securities in whole (but not in part)
at the Redemption Price within 90 days following the occurrence of such
Special Event.

If provided in the applicable Prospectus Supplement, the Company
shall have the right to extend or shorten the maturity of any series of
Debentures held by the Trust at the time that the Company exercises its
right to elect to dissolve the related Trust and, after satisfaction of
the liability to creditors of the Trust as provided by applicable law,
cause such Debentures to be distributed to the holders of the Preferred
Securities and Common Securities of the Trust in liquidation of the
Trust, provided that it can extend the maturity only if certain
conditions specified in the applicable Prospectus Supplement are met at
the time such election is made and at the time of such extension.

"Tax Event" means the receipt by the Trust of an opinion of counsel
experienced in such matters to the effect that, as a result of (i) any
amendment to, or change (including any announced prospective change) in,
the laws (or any regulations thereunder) of the United States or any
political subdivision or taxing authority thereof or therein affecting
taxation, (ii) any amendment to or change in an interpretation or
application of such laws or regulations by any legislative body, court,
governmental agency or regulatory authority or (iii) any interpretation
or pronouncement that provides for a position with respect to such laws
or regulations that differs from the generally accepted position on the
date the Preferred Securities are issued, which amendment or change is
effective or which interpretation or pronouncement is announced on or
after the date of issuance of the Preferred Securities under the
Declaration, there is more than an insubstantial risk that (x) the Trust
is, or will be within 90 days of the date thereof, subject to U.S.
federal income tax with respect to income received or accrued on the
Debentures, (y) interest payable by the Company on the Debentures is not,
or within 90 days of the date thereof, will not be, deductible, in whole
or in part, for U.S. federal income tax purposes, or (z) the Trust is, or
will be within 90 days of the date thereof, subject to more than a de
minimis amount of other taxes, duties or other governmental charges.

<PAGE>
"Investment Company Event" means the occurrence of a change in
law or regulation or a change In interpretation or application of law or
regulation by any legislative body, court, governmental agency or
regulatory authority (a "Change in 1940 Act Law") to the effect that the
Trust is or will be considered an "investment company" that is required
to be registered under the Investment Company Act of 1940, as amended
(the "Investment Company Act"), which Change in 1940 Act Law becomes
effective on or after the date of original issuance of the Preferred
Securities.

"Like Amount" means (i) with respect to a redemption of any Trust
Securities, Trust Securities having a liquidation amount equal to that
portion of the principal amount of Debentures to be contemporaneously
redeemed in accordance with the Indenture, allocated to the Common
Securities and to the Preferred Securities based upon the relative
liquidation amounts of such classes of Trust Securities, and the proceeds
of which will be used to pay the Redemption Price of such Trust
Securities, and (ii) with respect to a distribution of Debentures to
holders of any Trust Securities in connection with a dissolution or
liquidation of Trust, Debentures having a principal amount equal to the
liquidation amount of the Trust Securities of the holder to whom such
Debentures are distributed.

Redemption Procedures

Preferred Securities redeemed on each Redemption Date shall be
redeemed at the Redemption Price with the applicable proceeds from the
contemporaneous redemption of the Debentures. Redemptions of Preferred
Securities shall be made and the Redemption Price shall be payable on
each Redemption Date only to the extent that the Trust has funds on hand
available for the payment of such Redemption Price. See also "--
Subordination of Common Securities."

If the Trust gives a notice of redemption in respect of the
Preferred Securities, then, on the Redemption Date, to the extent funds
are available, the Institutional Trustee will deposit irrevocably with
the Depositary for the Preferred Securities (if such Preferred Securities
are issued in the form of one or more Global Preferred Securities) funds
sufficient to pay the applicable Redemption Price and will give such
Depositary irrevocable instructions and authority to pay the Redemption
Price to the beneficial owners of the Preferred Securities. See "--
Global Preferred Securities" and "Book-Entry Issuance." If the Preferred
Securities are not issued in the form of one or more Global Preferred
Securities, the Trust, to the extent funds are available, will
irrevocably deposit with the paying agent for the Preferred Securities
funds sufficient to pay the applicable Redemption Price and will give
such paying agent irrevocable instructions and authority to pay the
Redemption Price to the holders thereof upon surrender of their
certificates evidencing the Preferred Securities. Notwithstanding the
foregoing, Distributions payable on or prior to the Redemption Date for
the Preferred Securities called for redemption shall be payable to the
holders of the Preferred Securities on the relevant record dates for the
related Distribution Dates. If notice of redemption shall have been
<PAGE>
given and funds deposited as required, then upon the date of such
deposit, all rights of the holders of the Preferred Securities so called
for redemption will cease, except the right of the holders of the
Preferred Securities to receive the Redemption Price, but without
interest on such Redemption Price, and the Preferred Securities will
cease to be outstanding. In the event that any date fixed for redemption
of Preferred Securities is not a Business Day, then payment of the
Redemption Price payable on such date will be made on the next succeeding
day which is a Business Day (and without any interest or other payment in
respect of any such delay), except that, if such Business Day falls in
the next calendar year, such payment will be made on the immediately
preceding Business Day. In the event that payment of the Redemption
Price in respect of Preferred Securities called for redemption is
improperly withheld or refused and not paid either by the Trust or by the
Company pursuant to the Guarantee as described under "Description of the
Guarantee", Distributions on such Preferred Securities will continue to
accumulate at the then applicable rate, from the Redemption Date
originally established by the Trust for the Preferred Securities to the
date such Redemption Price is actually paid, in which case the actual
payment date will be the date fixed for redemption for purposes of
calculating the Redemption Price.

Subject to applicable law (including, without limitation, U.S.
federal securities law), the Company or its subsidiaries may at any time
and from time to time purchase outstanding Preferred Securities by
tender, in the open market or by private agreement.

If less than all of the Preferred Securities and Common Securities
issued by the Trust are to be redeemed on a Redemption Date, then the
aggregate liquidation amount of such Preferred Securities and Common
Securities to be redeemed shall be allocated pro rata among the Preferred
Securities and Common Securities of such Trust based on the relative
liquidation amounts of such classes of Trust Securities. The particular
Preferred Securities to be redeemed shall be selected on a pro rata basis
not more than 60 days prior to the Redemption Date by the Institutional
Trustee from the outstanding Preferred Securities not previously called
for redemption, by such method as the Institutional Trustee shall deem
fair and appropriate and which may provide for the selection for
redemption of portions (equal to $50 or an integral multiple of $50 in
excess thereof) of the liquidation amount of Preferred Securities of a
denomination larger than $50. The Institutional Trustee shall promptly
notify the registrar in writing of the Preferred Securities selected for
redemption and, in the case of any Preferred Securities selected for
partial redemption, the liquidation amount thereof to be redeemed. For
all purposes of each Declaration, unless the context otherwise requires,
all provisions relating to the redemption of Preferred Securities shall
relate, in case of any Preferred Securities redeemed or to be redeemed
only in part, to the portion of the aggregate liquidation amount of
Preferred Securities which has been or is to be redeemed.

Notice of any redemption will be mailed at least 30 days but not
more than 60 days before the Redemption Date to each holder of Preferred
Securities to be redeemed at its registered address. Unless the Company
defaults in payment of the Redemption Price on the Debentures, on and
<PAGE>
after the Redemption Date interest will cease to accrue on the Debentures
or portions thereof (and Distributions will cease to accumulate on the
Preferred Securities or portions thereof) called for redemption.

Subordination of Common Securities

Payment of Distributions (including Additional Amounts, if
applicable) on, and the Redemption Price of, the Trust's Preferred
Securities and Common Securities, as applicable, shall be made pro rata
based on the liquidation amount of the Preferred Securities and Common
Securities; provided, however, that if on any Distribution Date or
Redemption Date an Indenture Event of Default shall have occurred and be
continuing, no payment of any Distribution (including Additional Amounts,
if applicable) on, or Redemption Price of, any of the Trust's Common
Securities, and no other payment on account of the redemption,
liquidation or other acquisition of such Common Securities, shall be made
unless payment in full in cash of all accumulated and unpaid
Distributions (including Additional Amounts, if applicable) on all of the
Trust's outstanding Preferred Securities for all Distribution periods
terminating on or prior thereto, or in the case of payment of the
Redemption Price the full amount of such Redemption Price on all of the
Trust's outstanding Preferred Securities then called for redemption,
shall have been made or provided for, and all funds available to the
Institutional Trustee shall first be applied to the payment in full in
cash of all Distributions (including Additional Amounts, if applicable)
on, or Redemption Price of, the Trust's Preferred Securities then due and
payable.

In the case of any Event of Default under the Declaration resulting
from an Indenture Event of Default, the Company as holder of the Trust's
Common Securities will be deemed to have waived any right to act with
respect to any such Event of Default under the Declaration until the
effect of all such Events of Default with respect to the Preferred
Securities have been cured, waived or otherwise eliminated. Until any
such Events of Default under the Declaration have been so cured, waived
or otherwise eliminated, the Institutional Trustee shall act solely on
behalf of the holders of the Preferred Securities and not on behalf of
the Company as holder of the Trust's Common Securities, and only the
holders of the Preferred Securities will have the right to direct the
Institutional Trustee to act on their behalf.

Liquidation Distribution Upon Dissolution

Unless otherwise specified in the applicable Prospectus Supplement,
pursuant to the Declaration, the Trust shall dissolve (i) on ,
2004, the expiration of the term of the Trust, (ii) upon the bankruptcy
of the Company, (iii) upon the filing of a certificate of dissolution or
its equivalent with respect to the Company, after receipt by the
Institutional Trustee of written direction from the Company to dissolve
the Trust or after obtaining the consent of the holders of at least a
majority in liquidation amount of the Trust Securities affected thereby
voting together as a single class to dissolve the Trust, or the
revocation of the charter of the Company and the expiration of 90 days
<PAGE>
after the date of revocation without a reinstatement thereof, (iv) upon
the distribution of Debentures, (v) upon the entry of a decree of a
judicial dissolution of the holder of the Common Securities, the Company
or the Trust, or (vi) upon the redemption of all the Trust Securities.

If an early dissolution occurs as described in clause (ii), (iii)
or (v) above, the Trust shall be liquidated by the Ingersoll-Rand
Trustees as expeditiously as the Ingersoll-Rand Trustees determine to be
possible by distributing, after satisfaction of liabilities to creditors
of the Trust as provided by applicable law, to the holders of the
applicable Trust Securities a Like Amount of the Debentures that are then
held by the Trust, unless such distribution is determined by the
Institutional Trustee not to be practical, in which event such holders
will be entitled to receive out of the assets of the Trust available for
distribution to holders, after satisfaction of liabilities to creditors
of the Trust as provided by applicable law, an amount equal to, in the
case of holders of Preferred Securities, the aggregate of the liquidation
amount plus accrued and unpaid Distributions thereon to the date of
payment (such amount being the "Liquidation Distribution"). If such
Liquidation Distribution can be paid only in part because the Trust has
insufficient assets available to pay in full the aggregate Liquidation
Distribution, then the amounts payable directly by the Trust on the
Preferred Securities shall be paid on a pro rata basis. The holder(s) of
the Trust's Common Securities will be entitled to receive distributions
upon any such liquidation pro rata with the holders of the Preferred
Securities, except that if an Indenture Event of Default has occurred and
is continuing, the Preferred Securities shall have a priority over the
Common Securities. If specified in the applicable Prospectus Supplement,
a supplemental Indenture may provide that if an early dissolution occurs
as described in clause (v) above, the Debentures that are then held by
the Trust may be subject to optional redemption in whole (but not in
part).

Events of Default; Notice

Any one of the following events constitutes an "Event of Default"
under the Declaration (an "Event of Default") with respect to the
Preferred Securities issued thereunder (whatever the reason for such
Event of Default and whether it shall be voluntary or involuntary or be
effected by operation of law or pursuant to any judgment, decree or order
of any court or any order, rule or regulation of any administrative or
governmental body):

(i) the occurrence of an Indenture Event of Default under the
Indenture (see "Description of Debentures -- Indenture Events of
Default"); or

(ii) default by the Trust in the payment of any Distribution when
it becomes due and payable, and continuation of such default for a
period of 30 days; or

(iii) default by the Trust in the Payment of any Redemption Price
of any Trust Security when it becomes due and payable; or

<PAGE>
(iv) default in the performance, or breach, in any material
respect, of any covenant or warranty of the Ingersoll-Rand Trustees
in the Declaration (other than a covenant or warranty a default in
the performance of which or the breach of which is dealt with in
clause (ii) or (iii) above), and continuation of such default or
breach for a period of 90 days after written notice has been given
to the defaulting Ingersoll-Rand Trustee or Trustees by the holders
of at least 25% in aggregate liquidation amount of the outstanding
Preferred Securities, which notice shall specify such default or
breach and require it to be remedied and shall state that such
notice is a "Notice of Default" under the Declaration; or

(v) the occurrence of certain events of bankruptcy or insolvency
with respect to the Institutional Trustee and the failure by the
Company to appoint a successor Institutional Trustee within 60 days
thereof.

Within five Business Days after the occurrence of any Event of
Default actually known to the Institutional Trustee, the Institutional
Trustee shall transmit notice of such Event of Default to the holders of
the Preferred Securities, the Regular Trustees and the Company, as
Sponsor, unless such Event of Default shall have been cured or waived.
The Company, as Sponsor, and the Regular Trustees are required to file
annually with the Institutional Trustee a certificate as to whether or
not they are in compliance with all the conditions and covenants
applicable to them under the Declaration.

If an Indenture Event of Default has occurred and is continuing,
the Preferred Securities of the Trust shall have a preference over the
Common Securities of the Trust upon dissolution of the Trust as described
above. See "-- Liquidation Distribution Upon Dissolution." The
existence of an Event of Default does not entitle the holders of
Preferred Securities to accelerate the maturity thereof.

Removal of Ingersoll-Rand Trustees

Unless an Indenture Event of Default shall have occurred and be
continuing, any Ingersoll-Rand Trustee may be removed at any time by the
holder of the Common Securities. If an Indenture Event of Default with
respect to any series of Debentures has occurred and is continuing, the
Institutional Trustee and the Delaware Trustee may be removed at such
time by the holders of a majority in liquidation amount of the
outstanding Preferred Securities of the Trust. In no event will the
holders of the Preferred Securities of the Trust have the right to vote
to appoint, remove or replace the Administrative Trustees, which voting
rights are vested exclusively in the Company as the holder of the Common
Securities of the Trust. No resignation or removal of an Ingersoll-Rand
Trustee and no appointment of a successor trustee shall be effective
until the acceptance of appointment by the successor trustee in
accordance with the provisions of the Declaration.

<PAGE>
Co-Trustees and Separate Institutional Trustee

Unless an Event of Default with respect to the Preferred Securities
of the Trust shall have occurred and be continuing, at any time or times,
for the purpose of meeting the legal requirements of the Trust Indenture
Act or of any jurisdiction in which any part of the Trust Property may at
the time be located, the Company, as the holder of the Common Securities
of the Trust, and the Regular Trustees shall have power to appoint one or
more persons either to act as a co-trustee, jointly with the
Institutional Trustee, of all or any part of such Trust Property, or to
act as separate trustee of any such property, in either case with such
powers as may be provided in the instrument of appointment, and to vest
in such person or persons in such capacity any property, title, right or
power deemed necessary or desirable, subject to the provisions of the
applicable Declaration. In case an Indenture Event of Default has
occurred and is continuing, the Institutional Trustee alone shall have
power to make such appointment.

Merger or Consolidation of Trust Trustees

Any entity into which the Institutional Trustee, the Delaware
Trustee or any Regular Trustee that is not a natural person may be merged
or converted or with which it may be consolidated, or any entity
resulting from any merger, conversion or consolidation to which such
Trustee shall be a party, or any entity succeeding to all or
substantially all the corporate trust business of such Trustee, shall be
the successor of such Trustee under the Declaration, provided such entity
shall be otherwise qualified and eligible.

Mergers, Consolidations or Amalgamations

The Trust may not consolidate, amalgamate, merge with or into, or
be replaced by, or convey, transfer or lease its properties and assets
substantially as an entirety, to any corporation or other body, except as
described below or as described in "Liquidation Distribution Upon
Dissolution". The Trust may, with the consent of the Regular Trustees
and without the consent of the holders of the Trust Securities,
consolidate, amalgamate, merge with or into, or be replaced by a trust
organized as such under the laws of any State; provided, that (i) if the
Trust is not the survivor, such successor entity either (x) assumes all
of the obligations of the Trust under the Trust Securities or (y)
substitutes for the Trust Securities other securities having
substantially the same terms as the Trust Securities (the "Successor
Securities"), so long as the Successor Securities rank the same as the
Trust Securities rank with respect to distributions and payments upon
liquidation, redemption and otherwise, (ii) the Company expressly
acknowledges a trustee of such successor entity possessing the same
powers and duties as the Institutional Trustee as the holder of the
Debentures, (iii) the Preferred Securities or any Successor Securities
are listed, or any Successor Securities will be listed upon notification
of issuance, on any national securities exchange or with another
organization on which the Preferred Securities are then listed or quoted,
(iv) such merger, consolidation, amalgamation or replacement does not
<PAGE>
cause the Preferred Securities (including any Successor Securities) to be
downgraded by any nationally recognized statistical rating organization,
(v) such merger, consolidation, amalgamation or replacement does not
adversely affect the rights, preferences and privileges of the holders of
the Trust Securities (including any Successor Securities) in any material
respect (other than with respect to any dilution of the holders' interest
in the new entity), (vi) such successor entity has a purpose
substantially identical to that of the Trust, (vii) prior to such merger,
consolidation, amalgamation or replacement, the Company has received an
opinion of independent counsel to the Trust experienced in such matters
to the effect that, (A) such merger, consolidation, amalgamation or
replacement does not adversely affect the rights, preferences and
privileges of the holders of the Trust Securities (including any
Successor Securities) in any material respect (other than with respect to
any dilution of the holders' interest in the new entity), (B) following
such merger, consolidation, amalgamation or replacement, neither the
Trust nor such successor entity will be required to register as an
investment company under the 1940 Act and (C) following such merger,
consolidation, amalgamation or replacement, the Trust (or the successor
entity) will continue to be classified as a grantor trust for United
States federal income tax purposes and (viii) the Company guarantees the
obligations of such successor entity under the Successor Securities at
least to the extent provided by the Guarantee and the Common Securities
Guarantee. Notwithstanding the foregoing, the Trust shall not, except
with the consent of holders of 100% in liquidation amount of the Trust
Securities, consolidate, amalgamate, merge with or into, or be replaced
by any other entity or permit any other entity to consolidate,
amalgamate, merge with or into, or replace it, if such consolidation,
amalgamation, merger or replacement would cause the Trust or the
successor entity to be classified as other than a grantor trust for
United States federal income tax purposes.

Voting Rights; Amendment of Declaration

Except as provided below and under "Description of the Guarantee --
Modification of the Guarantee; Assignment" and as otherwise required by
law and the Declaration, the holders of the Preferred Securities will
have no voting rights.

Subject to the requirement of the Institutional Trustee obtaining a
tax opinion in certain circumstances set forth in the last sentence of
this paragraph, the holders of a majority in aggregate liquidation amount
of the Preferred Securities have the right to direct the time, method and
place of conducting any proceeding for any remedy available to the
Institutional Trustee, or direct the exercise of any trust or power
conferred upon the Institutional Trustee under the Declaration including
the right to direct the Institutional Trustee, as holder of the
Debentures, to (i) exercise the remedies available under the Indenture
with respect to the Debentures, (ii) waive any past Indenture Event of
Default that is waivable under Section ___ of the Indenture, (iii)
exercise any right to rescind or annul a declaration that the principal
of all the Debentures shall be due and payable or (iv) consent to any
<PAGE>
amendment, modification or termination of the Indenture or the Debentures
where such consent shall be required; provided, however, that, where a
consent or action under the Indenture would require the consent or act of
holders of more than a majority in principal amount of the Debentures (a
"Super-Majority") affected thereby, only the holders of at least such
Super-Majority in aggregate liquidation amount of the Preferred
Securities may direct the Institutional Trustee to give such consent or
take such action. The Institutional Trustee shall notify all holders of
the Preferred Securities of any notice of default received from the Debt
Trustee with respect to the Debentures. Such notice shall state that
such Indenture Event of Default also constitutes an Event of Default.
Except with respect to directing the time, method and place of conducting
a proceeding for a remedy, the Institutional Trustee shall not take any
of the actions described in clause (i), (ii) or (iii) above unless the
Institutional Trustee has obtained an opinion of tax counsel experienced
in such matters to the effect that, as a result of such action, the Trust
will not fail to be classified as a grantor trust for United States
federal income tax purposes.

In the event the consent of the Institutional Trustee, as a holder
of the Debentures, is required under the Indenture with respect to any
amendment, modification or termination of the Indenture, the
Institutional Trustee shall request the direction of the holders of the
Trust Securities with respect to such amendment, modification or
termination and shall vote with respect to such amendment, modification
or termination as directed by a majority in liquidation amount of the
Trust Securities voting together as a single class; provided, however,
that where a consent under the Indenture would require the consent of a
Super-Majority, the Institutional Trustee may only give such consent at
the direction of the holders of at least the proportion in liquidation
amount of the Trust Securities which the relevant Super-Majority
represents of the aggregate principal amount of the Debentures
outstanding. The Institutional Trustee shall be under no obligation to
take any such action in accordance with the directions of the holders of
the Trust Securities unless the Institutional Trustee has obtained an
opinion of tax counsel experienced in such matters to the effect that for
the purposes of United States federal income tax, the Trust will not be
classified as other than a grantor trust.

A waiver of an Indenture Event of Default will constitute a waiver
of the corresponding Event of Default.

Any required approval or direction of holders of Preferred
Securities may be given at a separate meeting of holders of Preferred
Securities convened for such purpose, at a meeting of all of the holders
of Trust Securities or pursuant to written consent. The Regular Trustees
will cause a notice of any meeting at which holders of Preferred
Securities are entitled to vote, or of any matter upon which action by
written consent of such holders is to be taken, to be mailed to each
<PAGE>
holder of record of Preferred Securities. Each such notice will include
a statement setting forth the following information: (i) the date of such
meeting or the date by which such action is to be taken; (ii) a
description of any resolution proposed for adoption at such meeting on
which such holders are entitled to vote or of such matter upon which
written consent is sought; and (iii) instructions for the delivery of
proxies or consents. No vote or consent of the holders of Preferred
Securities will be required for the Trust to redeem and cancel Preferred
Securities or distribute Debentures in accordance with the Declaration.

Notwithstanding that holders of Preferred Securities are entitled
to vote or consent under any of the circumstances described above, any of
the Preferred Securities that are owned at such time by the Company or
any entity directly or indirectly controlling or controlled by, or under
direct or indirect common control with, the Company, shall not be
entitled to vote or consent and shall, for purposes of such vote or
consent, be treated as if such Preferred Securities were not outstanding.

The procedures by which holders of Preferred Securities may
exercise their voting rights are described below. See "Book-Entry
Issuance" below.

Holders of the Preferred Securities will have no rights to appoint
or remove the Ingersoll-Rand Trustees, who may be appointed, removed or
replaced solely by the Company as the indirect or direct holder of all of
the Common Securities.

Global Preferred Securities

The Preferred Securities of the Trust may be issued in whole or in
part in the form of one or more Global Preferred Securities that will be
deposited with, or on behalf of, the depositary identified in the
Prospectus Supplement relating to the Preferred Securities. Unless
otherwise indicated in the applicable Prospectus Supplement for the
Preferred Securities, the depositary will be The Depository Trust Company
("DTC"). Global Preferred Securities may be issued only in fully
registered form and in either temporary or permanent form. Unless and
until it is exchanged in whole or in part for the individual Preferred
Securities represented thereby, a Global Preferred Security may not be
transferred except as a whole by the depositary for such Global Preferred
Security to a nominee of such depositary or by a nominee of such
depositary to such depositary or another nominee of such depositary or by
such depositary or any nominee to a successor depositary or any nominee
of such successor.

While the specific terms of the depositary arrangement with respect
to the Preferred Securities of the Trust (if other than as described
under "Book-Entry Issuance") will be described in the Prospectus
Supplement relating to the Preferred Securities, the Company anticipates
that the following provisions will generally apply to depositary
arrangements.

<PAGE>
Upon the issuance of a Global Preferred Security, and the deposit
of such Global Preferred Security with or on behalf of the applicable
depositary, the depositary for such Global Preferred Security or its
nominee will credit, on its book-entry registration and transfer system,
the respective aggregate liquidation amounts of the individual Preferred
Securities represented by such Global Preferred Securities to the
accounts of Participants. Such accounts shall be designated by the
dealers, underwriters or agents with respect to such Preferred Securities
or by the Company if such Preferred Securities are offered and sold
directly by the Company. Ownership of beneficial interests in a Global
Preferred Security will be limited to Participants or persons that may
hold interests through Participants. Ownership of beneficial interests
in such Global Preferred Security will be shown on, and the transfer of
that ownership will be effected only through, records maintained by the
applicable depositary or its nominee (with respect to interests of
Participants) and the records of Participants (with respect to interests
of persons who hold through Participants). The laws of some states
require that certain purchasers of securities take physical delivery of
such securities in definitive form. Such limits and such laws may impair
the ability to transfer beneficial interests in a Global Preferred
Security.

So long as the depositary for a Global Preferred Security, or its
nominee, is the registered owner of such Global Preferred Security, such
depositary or such nominee, as the case may be, will be considered the
sole owner or holder of the Preferred Securities represented by such
Global Preferred Security for all purposes under the Declaration. Except
as provided below, owners of beneficial interests in a Global Preferred
Security will not be entitled to have any of the individual Preferred
Securities represented by such Global Preferred Security registered in
their names, will not receive or be entitled to receive physical delivery
of any such Preferred Securities in definitive form and will not be
considered the owners or holders thereof under the Declaration.

Payments of liquidation amount, premium or Distributions in respect
of individual Preferred Securities represented by a Global Preferred
Security registered in the name of a depositary or its nominee will be
made to such depositary or its nominee, as the case may be, as the
registered owner of the Global Preferred Security representing such
Preferred Securities. None of the Company, the Institutional Trustee,
any paying agent or the registrar for such Preferred Securities will have
any responsibility or liability for any aspect of the records relating to
or payments made on account of beneficial ownership interests of the
Global Preferred Security representing such Preferred Securities or for
maintaining, supervising or reviewing any records relating to such
beneficial ownership interests.

The Company expects that the depositary for the Preferred
Securities of the Trust, or its nominee, upon receipt of any payment of
liquidation amount, premium or Distributions in respect of a Global
Preferred Security representing any of such Preferred Securities,
immediately will credit Participants' accounts with payments in amounts
proportionate to their respective beneficial interest in the aggregate of
such Global Preferred Security for such Preferred Securities as shown on
<PAGE>
the records of such depositary or its nominee. The Company also expects
that payments by Participants to owners of beneficial interests in such
Global Preferred Security held through such Participants will be governed
by standing instructions and customary practices, as is now the case with
securities held for the accounts of customers in bearer form or
registered in "street name." Such payments will be the responsibility of
such Participants.

Unless otherwise specified in the applicable Prospectus Supplement,
if a Depositary for the Preferred Securities of a Trust is at any time
unwilling, unable or ineligible to continue as a depositary and a
successor depositary is not appointed by the Company within 90 days, the
Trust will issue individual Preferred Securities of the Trust in exchange
for the Global Preferred Security representing such Preferred Securities.
In addition, the Company may at any time and in its sole discretion,
subject to any limitations described in the Prospectus Supplement
relating to the Preferred Securities, determine not to have any Preferred
Securities of the Trust represented by one or more Global Preferred
Securities and, in such event, the Trust will issue individual Preferred
Securities in exchange for the Global Preferred Security or Securities
representing such Preferred Securities. Further, if the Company so
specifies with respect to the Preferred Securities of the Trust, an owner
of a beneficial interest in a Global Preferred Security representing such
Preferred Securities may, on terms acceptable to the Company, the
Institutional Trustee and the Depositary for such Global Preferred
Security, receive individual Preferred Securities in exchange for such
beneficial interests, subject to any limitations described in the
Prospectus Supplement relating to such Preferred Securities. In any such
instance, an owner of a beneficial interest in a Global Preferred
Security will be entitled to physical delivery of individual Preferred
Securities represented by such Global Preferred Security equal in
liquidation amount to such beneficial interest and to have such Preferred
Securities registered in its name. Individual Preferred Securities so
issued will be issued in denominations, unless otherwise specified by the
Company, of $50 and integral multiples thereof.

Payment and Paying Agency

Payments in respect of the Preferred Securities shall be made to
the applicable depositary, which shall credit the relevant accounts at
such depositary on the applicable Distribution Dates or, if the Preferred
Securities are not held by a depositary, such payments shall be made by
check mailed to the address of the holder entitled thereto as such
address shall appear on the Register. Unless otherwise specified in the
applicable Prospectus Supplement, the paying agent for the Preferred
Securities shall initially be the Institutional Trustee and any co-paying
agent chosen by the Institutional Trustee and acceptable to the Regular
Trustees and the Company. The paying agent shall be permitted to resign
as paying agent upon 30 days' written notice to the Institutional
Trustees and the Company. In the event that the Institutional Trustee
shall no longer be the paying agent, the Regular Trustees shall appoint a
successor to act as paying agent (which shall be a bank or trust company
acceptable to the Regular Trustees and the Company).
<PAGE>
Registrar and Transfer Agent

Unless otherwise specified in the applicable Prospectus Supplement,
the Institutional Trustee will act as registrar and transfer agent for
the Preferred Securities.

Registration of transfers of Preferred Securities will be effected
without charge by or on behalf of each Trust, but upon payment of any tax
or other governmental charges that may be imposed in connection with any
transfer or exchange. The Trust will not be required to register or
cause to be registered the transfer of the Preferred Securities after the
Preferred Securities have been called for redemption.

Information Concerning the Institutional Trustee

The Institutional Trustee, other than during the occurrence and
continuance of an Event of Default, undertakes to perform only such
duties as are specifically set forth in the Declaration and, after such
Event of Default, must exercise the same degree of care and skill as a
prudent person would exercise or use in the conduct of his or her own
affairs. Subject to this provision, the Institutional Trustee is under
no obligation to exercise any of the powers vested in it by the
Declaration at the request of any holder of Preferred Securities unless
it is offered reasonable indemnity against the costs, expenses and
liabilities that might be incurred thereby. If no Event of Default has
occurred and is continuing and the Institutional Trustee is required to
decide between alternative causes of action, construe ambiguous
provisions in the Declaration or is unsure of the application of any
provision of the Declaration, and the matter is not one on which holders
of Preferred Securities are entitled under the Declaration to vote, then
the Institutional Trustee shall take such action as is directed by the
Company and if not so directed, shall take such action as it deems
advisable and in the best interests of the holders of the Trust
Securities and will have no liability except for its own bad faith,
negligence or willful misconduct.

Miscellaneous

The Regular Trustees are authorized and directed to conduct the
affairs of and to operate the Trust in such a way that the Trust will not
be deemed to be an "investment company" required to be registered under
the Investment Company Act or fail to be classified as a grantor trust
for U.S. federal income tax purposes and so that the Debentures will be
treated as indebtedness of the Company for U.S. federal income tax
purposes. In this connection, the Company and the Regular Trustees are
authorized to take any action, not inconsistent with applicable law, the
certificate of trust of the Trust or the Declaration, that the Company
and the Regular Trustees determine in their discretion to be necessary or
desirable for such purposes, as long as such action does not materially
adversely affect the interests of the holders of the Preferred
Securities.

<PAGE>
Holders of the Preferred Securities have no preemptive or similar
rights.

The Trust may not borrow money or issue debt or mortgage or pledge
any of its assets.

DESCRIPTION OF THE GUARANTEE

Set forth below is a summary of information concerning the
Guarantee which will be executed and delivered by the Company for the
benefit of the holders from time to time of Preferred Securities. The
Guarantee will be qualified as an indenture under the Trust Indenture
Act. _____________________, an independent trustee, will act as
indenture trustee under the Guarantee (the "Guarantee Trustee") for the
purposes of compliance with the provisions of the Trust Indenture Act.
The terms of the Guarantee will be those set forth in the Guarantee and
those made part of the Guarantee by the Trust Indenture Act. The
following summary is not necessarily complete, and reference is hereby
made to the copy of the form of the Guarantee (including the definitions
therein of certain terms) which is filed as an exhibit to the
Registration Statement of which this Prospectus forms a part, and to the
Trust Indenture Act. Whenever particular defined terms of the Guarantee
are referred to in this Prospectus, such defined terms are incorporated
herein by reference. The Guarantee will be held by the Trustee for the
benefit of the holders of the Preferred Securities.

General

Pursuant to the Guarantee, unless otherwise specified in the
applicable Prospectus Supplement, the Company will irrevocably and
unconditionally agree, to the extent set forth therein, to pay in full to
the holders of the Preferred Securities issued by the Trust, the
Guarantee Payments (as defined herein) (except to the extent paid by the
Trust), as and when due, regardless of any defense, right of set-off or
counterclaim which the Trust may have or assert. The following payments
or distributions with respect to Preferred Securities issued by the
Trust, to the extent not paid by or on behalf of the Trust (the
"Guarantee Payments"), will be subject to the Guarantee (without
duplication): (i) any accrued and unpaid distributions which are required
to be paid on the Preferred Securities, to the extent the Trust shall
have funds available therefor; (ii) with respect to any Preferred
Securities called for redemption by the Trust, the redemption price (the
"Redemption Price") and all accrued and unpaid distributions to the date
of redemption, to the extent the Trust has funds available therefor and
(iii) upon a voluntary or involuntary dissolution, winding-up or
termination of the Trust (other than in connection with the distribution
of Debentures to the holders of Preferred Securities or the redemption of
all of the Preferred Securities), the lesser of (a) the aggregate of the
liquidation amount and all accrued and unpaid distributions on the
Preferred Securities to the date of payment, to the extent the Trust has
funds available therefor, and (b) the amount of assets of the Trust
remaining available for distribution to holders of the Preferred
Securities in liquidation of the Trust. The Company's obligation to make
<PAGE>
a Guarantee Payment may be satisfied by direct payment of the required
amounts by the Company to the holders of Preferred Securities or by
causing the Trust to pay such amounts to such holders.

The Guarantee will be a full and unconditional guarantee of the
Guarantee Payments with respect to the Preferred Securities, but will not
apply to any payment of distributions except to the extent the Trust
shall have funds available therefor. If the Company does not make
interest payments on the Debentures purchased by the Trust, the Trust
will not pay distributions on the Preferred Securities issued by the
Trust and will not have funds available therefor. See "Relationship
Among the Preferred Securities, the Debentures and the Guarantee." The
Guarantee, when taken together with the Company's obligations under the
Indenture and the Declaration, will have the effect of providing a full
and unconditional guarantee on a subordinated basis by the Company of
payments due on the Preferred Securities.

The Company has also agreed separately to irrevocably and
unconditionally guarantee the obligations of the Trust with respect to
the Common Securities (the "Common Securities Guarantee") to the same
extent as the Guarantee, except that upon an Indenture Event of Default,
holders of the Preferred Securities shall have priority over holders of
Common Securities with respect to distributions and payments on
liquidation, redemption or otherwise.

Certain Covenants of the Company

In the Guarantee, the Company will covenant that, so long as any
Preferred Securities issued by the Trust remain outstanding, if there
shall have occurred any event that would constitute an event of default
under the Guarantee or the Declaration, then (a) the Company shall not
declare or pay any dividend on, make any distributions with respect to,
or redeem, purchase, acquire or make a liquidation payment with respect
to, any of its capital stock (other than (i) purchases or acquisitions of
capital stock of the Company in connection with the satisfaction by the
Company of its obligations under any employee benefit plans or the
satisfaction by the Company of its obligations pursuant to any contract
or security outstanding on the date of such event requiring the Company
to purchase capital stock of the Company, (ii) as a result of a
reclassification of the Company's capital stock or the exchange or
conversion of one class or series of the Company's capital stock for
another class or series of the Company's capital stock, (iii) the
purchase of fractional interests in shares of the Company's capital stock
pursuant to the conversion or exchange provisions of such capital stock
or the security being converted or exchanged, (iv) dividends or
distributions in capital stock of the Company and (v) redemptions or
purchases of any rights pursuant to the Rights Agreement any successor to
the Rights Agreement, and the declaration thereunder of a dividend of
rights in the future), (b) the Company shall not make any payment of
interest, principal or premium, if any, on or repay, repurchase or redeem
any debt securities issued by the Company which rank pari passu with or
junior to the Debentures and (c) the Company shall not make any guarantee
payments with respect to the foregoing (other than payments pursuant to
the Guarantee or the Common Securities Guarantee).

<PAGE>
Modification of the Guarantee; Assignment

Except with respect to any changes which do not adversely affect
the rights of holders of Preferred Securities (in which case no vote will
be required), the Guarantee may be amended only with the prior approval
of the holders of not less than a majority in liquidation amount of the
outstanding Preferred Securities issued by the Trust. All guarantees and
agreements contained in the Guarantee shall bind the successors, assigns,
receivers, trustees and representatives of the Company and shall inure to
the benefit of the holders of the Preferred Securities then outstanding.

Termination

The Guarantee will terminate as to the Preferred Securities (a)
upon full payment of the Redemption Price of all Preferred Securities
then outstanding, (b) upon distribution of the Debentures held by the
Trust to the holders of the Preferred Securities of the Trust or (c) upon
full payment of the amounts payable in accordance with the Declaration
upon liquidation of the Trust. The Guarantee will continue to be
effective or will be reinstated, as the case may be, if at any time any
holder of Preferred Securities must restore payment of any sums paid
under such Preferred Securities or the Guarantee.

Events of Default

An event of default under the Guarantee will occur upon the failure
of the Company to perform any of its payment or other obligations
thereunder.

The holders of a majority in liquidation amount of the Preferred
Securities have the right to direct the time, method and place of
conducting any proceeding for any remedy available to the Guarantee
Trustee in respect of the Guarantee or to direct the exercise of any
trust or power conferred upon the Guarantee Trustee under the Guarantee.
If the Guarantee Trustee fails to enforce the Guarantee, any holder of
Preferred Securities may institute a legal proceeding directly against
the Company to enforce such holder's rights under the Guarantee, without
first instituting a legal proceeding against the Trust, the Guarantee
Trustee or any other person or entity. Notwithstanding the foregoing, if
the Company has failed to make a required guarantee payment, a holder of
Preferred Securities may directly institute a proceeding against the
Company for enforcement of the Guarantee for such payment. The Company
waives any right or remedy to require that any action be brought first
against the Trust or any other person or entity before proceeding
directly against the Company.

Status of the Guarantee

The Guarantee will constitute a senior unsecured obligation of the
Company and will rank pari passu with all of the Company's other senior
unsecured obligations. The terms of the Preferred Securities provide
that each holder of Preferred Securities issued by the Trust by
acceptance thereof agrees to the subordination provisions and other terms
of the Guarantee.
<PAGE>
The Guarantee will constitute a guarantee of payment and not of
collection (that is, the guaranteed party may institute a legal
proceeding directly against the Guarantor enforce its rights under the
guarantee without instituting a legal proceeding against any other person
or entity).

Information Concerning the Guarantee Trustee

The Guarantee Trustee, prior to the occurrence of a default with
respect to the Guarantee, undertakes to perform only such duties as are
specifically set forth in the Guarantee and, after default, shall
exercise the same degree of care as a prudent individual would exercise
in the conduct of his or her own affairs. Subject to such provisions,
the Guarantee Trustee is under no obligation to exercise any of the
powers vested in it by the Guarantee at the request of any holder of
Preferred Securities, unless offered reasonable indemnity against the
costs, expenses and liabilities which might be incurred thereby; but the
foregoing shall not relieve the Guarantee Trustee, upon the occurrence of
an event of default under the Guarantee, from exercising the rights and
powers vested in it by the Guarantee.

Governing Law

The Guarantee will be governed by and construed in accordance with
the internal laws of the State of New York.

RELATIONSHIP AMONG THE PREFERRED SECURITIES,
THE DEBENTURES AND THE GUARANTEE

As long as payments of interest and other payments are made when
due on the Debentures, such payments will be sufficient to cover
Distributions and other payments due on the Preferred Securities,
primarily because (i) the aggregate principal amount of the Debentures
will be equal to the sum of the aggregate stated liquidation amount of
the Preferred Securities and Common Securities; (ii) the interest rate
and interest and other payment dates on the Debentures will match the
Distribution rate and Distribution and other payment dates for the
Preferred Securities; (iii) the Company shall be obligated to pay,
directly or indirectly, all costs, expenses, debts and obligations of the
Trust (other than with respect to the Trust Securities); and (iv) the
Declaration further provides that the Trust will not engage in any
activity that is not consistent with the limited purposes of the Trust.

Payments of Distributions and other amounts due on the Preferred
Securities (to the extent the Trust has funds available for the payment
of such Distributions) are irrevocably guaranteed by the Company as and
to the extent set forth under "Description of the Guarantee." Taken
together, the Company's obligations under a series of Debentures, the
Indenture, the Declaration and the Guarantee have the effect of providing
a full, irrevocable and unconditional guarantee of payments of
Distributions and other amounts due on the Preferred Securities. No
single document standing alone or operating in conjunction with fewer
than all of the other documents constitutes such guarantee. It is only
<PAGE>
the combined operation of these documents that has the effect of
providing a full, irrevocable and unconditional guarantee of the Trust's
obligations under the Preferred Securities. If and to the extent that
the Company does not make payments on the Debentures, the Trust will not
pay Distributions or other amounts due on the Preferred Securities. The
Guarantee does not cover payment of Distributions when the Trust does not
have sufficient funds to pay such Distributions. In such event, the
remedy of a holder of Preferred Securities is to institute a legal
proceeding directly against the Company for enforcement of payment of
such Distributions to such holder.

Notwithstanding anything to the contrary in the Indenture, the
Company has the right to set-off any payment it is otherwise required to
make thereunder with and to the extent the Company has theretofore made,
or is concurrently on the date of such payment making, a payment under
the Guarantee.

A holder of any Preferred Security may institute a legal proceeding
directly against the Company to enforce its rights under the Guarantee
without first instituting a legal proceeding against the Guarantee
Trustee, the Trust or any other person or entity.

The Trust's Preferred Securities evidence preferred undivided
beneficial interests in the assets of the Trust, and each Trust exists
for the sole purpose of issuing the Preferred Securities and Common
Securities and investing the proceeds thereof in Debentures. A principal
difference between the rights of a holder of a Preferred Security and a
holder of a Debenture is that a holder of a Debenture will accrue, and
(subject to the permissible extension of the interest period) is entitled
to receive, interest on the principal amount of Debentures held, while a
holder of Preferred Securities is only entitled to receive Distributions
if and to the extent the Trust has funds available for the payment of
such Distributions.

Upon any voluntary or involuntary dissolution of the Trust
involving the liquidation of the Debentures, the holders of Preferred
Securities of the Trust will be entitled to receive, out of assets held
by the Trust, the Liquidation Distribution in cash. See "Description of
Preferred Securities--Liquidation Distribution Upon Dissolution." Upon
any voluntary or involuntary liquidation or bankruptcy of the Company,
the Institutional Trustee as holder of the Debentures would be entitled
to receive payment in full of principal and interest, before any
stockholders of the Company receive payments or distributions.

A default or event of default under any Senior Indebtedness would
not constitute a default or Indenture Event of Default under the
Indenture. However, in the event of payment defaults under, or
<PAGE>
acceleration of, Senior Indebtedness, the subordination provisions of the
Indenture provide that no payments may be made in respect of the
Debentures until such Senior Indebtedness has been paid in full or any
payment default thereunder has been cured or waived. Failure to make
required payments on any Debentures would constitute an Indenture Event
of Default under the Indenture.

DESCRIPTION OF CAPITAL STOCK

The following description of the Company's capital stock summarizes
certain provisions of the Company's Restated Certificate of Incorporation
(as it may be amended, the "Certificate of Incorporation"), the Rights
Agreement, as amended, between the Company and The Bank of New York, as
Rights Agent (the "Rights Agreement") and the New Jersey Business
Corporation Act (the "NJBCA") and is subject to and is qualified in its
entirety by reference to such documents and provisions.

General

The authorized capital stock of the Company consists of 600,000,000
shares of Common Stock and 10,000,000 shares of preference stock, of
which 563,000 shares of Series A Preference Stock (the "Series A
Preference Stock") have been reserved for issuance. At September 30,
1997, no shares of the authorized Preference Stock were issued and
outstanding and 165,575,274 shares of the authorized Common Stock were
issued and outstanding. The Company also had outstanding, as of such
date, 55,191,758 Series A Preference Stock Purchase Rights (the
"Rights"). See "--Rights Plan."

Common Stock

Dividends. Subject to the rights of holders of Preference Stock,
the Board of Directors may, in its discretion, out of funds legally
available for the payment of dividends and at such times and in such
manner as determined by the Board of Directors, declare and pay dividends
on the Common Stock.

Liquidation, Dissolution and Winding Up. In the event of any
liquidation, dissolution or winding up of the Company, whether voluntary
or involuntary, after payment in full has been made to the holders of
Preference Stock of the amounts to which they are respectively entitled
or sufficient sums have been set apart for the payment thereof, the
holders of Common Stock shall be entitled to receive ratably any and all
assets remaining to be paid or distributed, and the holders of Preference
Stock shall not be entitled to share therein.

Voting. Except as otherwise expressly provided in the Certificate
of Incorporation or as may be required by law, the holders of Common
Stock of the Company shall be entitled at all meetings of stockholders to
one vote for each share of such stock held by them respectively and shall
vote together with the holders of Preference Stock as one class. At all
elections of directors, each holder of Common Stock shall be entitled to
<PAGE>
as many votes as shall equal the number of votes which such holder would
be entitled to cast, multiplied by the number of directors to be elected,
and such holder may cast all such votes for a single director, or may
distribute them, among the number to be voted for or any two or more of
such directors.

Preemptive Rights. No holder of shares of Common Stock shall have
any preemptive or preferential rights to subscribe to or purchase any
shares of any class or series of stock of the Company, now or hereafter
authorized, or any series convertible into, or warrants or other
evidences of optional rights to purchase or subscribe to, shares of any
class or series of the Company, now or hereafter authorized.

All the outstanding shares of Common Stock are fully paid and non-
assessable.

The registrar and transfer agent for the Common Stock is The Bank
of New York.

Preference Stock

The Certificate of Incorporation provides for Preference Stock
which may be issued, from time to time, in one or more series with
certain rights and limitations as may be fixed by the Board of Directors
of the Company. The Company has no present plan to issue any Preference
Stock other than in accordance with the Rights Plan (as defined herein).
However, the Board of Directors of the Company, without stockholder
approval, may issue Preference Stock that could adversely affect the
voting power of holders of the Common Stock. Issuance of Preference Stock
could be utilized, under certain circumstances, in an attempt to prevent
a takeover of the Company.

The following description sets forth certain general terms and
provisions of the Preference Stock to which a Prospectus Supplement may
relate. Certain terms of a series of the Preference Stock offered by a
Prospectus Supplement will be described in such Prospectus Supplement. If
so indicated in the Prospectus Supplement and if permitted by the
Certificate of Incorporation and by law, the terms of any such series may
differ from the terms set forth below. The following description of the
Preference Stock summarizes certain provisions of the Certificate of
Incorporation and is subject to and qualified in its entirety by
reference to the Certificate of Incorporation and the Certificate of
Amendment thereto which will be filed with the Commission promptly after
any offering of such series of Preference Stock. The following
description, together with any description of the terms of a series of
Preference Stock set forth in the related Prospectus Supplement,
summarizes all of the material terms of such series of Preference Stock.

General. The Board of Directors may cause Preference Stock to be
issued from time to time in one or more series and is expressly
authorized to fix:

<PAGE>
(i) the distinctive designation of such series and the number
of shares which shall constitute such series, which number may be
increased (except as otherwise provided by the Board of Directors
in creating such series) or decreased (but not below the number of
shares thereof then outstanding) from time to time by the Board of
Directors;

(ii) the rate of dividends payable on shares of such series
and the date or dates from which dividends shall accumulate;

(iii) the terms, if any, on which shares of such series may be
redeemed, including, without limitation, the redemption price or
prices for such series, which may consist of a redemption price or
scale of redemption prices applicable only to redemption in
connection with a sinking fund (which term as used herein shall
include any fund or requirement for the periodic purchase or
redemption of shares), and the same or a different redemption price
or scale of redemption prices applicable to any other redemption;

(iv) the terms and amount of any sinking fund provided for the
purchase or redemption of shares of such series;

(v) the amount or amounts which shall be paid to the holders
of shares of such series in case of liquidation, dissolution or
winding up of the Company, whether voluntary or involuntary;

(vi) the terms, if any, upon which the holders of shares of
such series may convert shares thereof into stock of any other
class or classes or of any one or more series of the same class or
of another class or classes; and

(vii) such other rights, preferences and limitations as may be
permitted to be fixed by the Board of Directors of the Company
under the laws of the State of New Jersey as in effect at the time
of the creation of such series.

All shares of Preference Stock, irrespective of series, shall be of
equal rank, and shall be identical in all respects except to the terms
fixed by the Board of Directors as permitted in the Certificate of
Incorporation. The Board of Directors is authorized to change the
designation, rights, preferences and limitations of any series of
Preference Stock theretofore established, no shares of which have been
issued. The Board of Directors is authorized to amend the Certificate of
Incorporation to set forth the designation, number of shares, rights,
preferences and limitations of any series of Preference Stock fixed by
the Board of Directors, or to reflect any change therein made by the
Board of Directors, as permitted in the Certificate of Incorporation.

Dividends. The holders of Preference Stock shall be entitled to
receive, when, as and if declared by the Board of Directors out of funds
legally available for the payment of dividends, cumulative dividends in
cash at the annual rate for each particular series theretofore fixed by
the Board of Directors, payable in respect of each series on the date or
dates which shall be fixed by the Board of Directors with respect to each
particular series.
<PAGE>
If at any time there are two or more series of Preference Stock
outstanding, any dividend paid upon shares of Preference Stock in an
amount less than all dividends accrued and unpaid on all outstanding
shares of Preference Stock shall be paid ratably among all series of
Preference Stock in proportion to the full amount of dividends accrued
and unpaid on each such series.

So long as any Preference Stock is outstanding, no dividend shall
be paid or declared, nor any distribution be made, on the Common Stock or
any other stock of the Company ranking junior to the Preference Stock in
the payment of dividends (other than a dividend payable in stock of
junior rank), nor shall any shares of Common Stock or any other stock of
junior rank be acquired for consideration by the Company or by any
subsidiary except in exchange for shares of stock of junior rank unless
(i) full dividends on the Preference Stock for all past dividend periods
shall have been paid or shall have been declared and a sufficient sum set
apart for the payment thereof and (ii) all obligations of the Company, if
any, with respect to the redemption or purchase of shares of Preference
Stock in accordance with the requirements of any sinking fund have been
met. Subject to the foregoing provisions, such dividends (payable in
cash, stock or otherwise) as may be determined from time to time by the
Board of Directors may be declared and paid on the Common Stock or any
other stock of junior rank out of the remaining funds of the Company
legally available for the payment of dividends; and the Preference Stock
shall not be entitled to participate in any such dividends, whether
payable in cash, stock or otherwise.

Redemption. If so provided by the Board of Directors, the Company,
at the option of the Board of Directors, or in accordance with the
requirements of any sinking fund for the Preference Stock or any series
thereof, may redeem the whole or any part of the Preference Stock at any
time outstanding, or the whole or any part of any series thereof, at such
time or times and from time to time and at such redemption price or
prices as may be fixed by the Board of Directors pursuant to the
Certificate of Incorporation, together in each case with an amount equal
to all unpaid dividends accrued thereon to the date fixed for such
redemption, and otherwise upon the terms and conditions fixed by the
Board of Directors for any such redemption; provided, however, that no
optional redemption of less than all of the Preference Stock shall take
place unless (i) full dividends on the Preference Stock for all past
dividend periods shall have been paid or declared and a sufficient sum
set apart for the payment thereof and (ii) all obligations of the
Company, if any, with respect to the redemption or purchase of shares of
Preference Stock in accordance with the requirements of any sinking fund
have been met. If at any time there are two or more series of Preference
Stock outstanding, any amount expended in purchasing or redeeming shares
of Preference Stock pursuant to the provisions of sinking funds therefor
which is less than the amount then required to be so expended under all
such funds shall be expended ratably among all series of Preference Stock
in proportion to the full amount of expenditures of such funds then
required in respect of each such series.
<PAGE>
Liquidation, Dissolution and Winding Up. In the event of any
liquidation, dissolution or winding up of the Company, whether voluntary
or involuntary, the holders of each series of Preference Stock then
outstanding shall be entitled to receive out of the assets of the
Company, before any distribution or payment shall be made to the holders
of the Common Stock or any other stock of Company ranking junior to the
Preference Stock with respect to the distribution of assets, the amount
determined by the Board of Directors in creating such series, plus in
each case an amount equal to all unpaid dividends accrued thereon to the
date fixed for such payment to the holders of the Preference Stock. If
upon any such liquidation, dissolution or winding up, two or more series
of Preference Stock are outstanding, any distribution to holders of
Preference Stock in an aggregate amount less than the total payable with
respect to all outstanding Preference Stock shall be made ratably among
all series of Preference Stock in proportion to the full amount payable
upon such liquidation, dissolution or winding up in respect of each such
series.

Voting. The holders of Preference Stock shall have the voting
rights set forth below:

(a) Except as otherwise expressly provided in the Certificate of
Incorporation or as may be required by law, the holders of Preference
Stock shall be entitled at all meetings of stockholders to three votes
for each five shares of such stock held by them respectively (a holder of
less than five shares being entitled to no vote) and the holders of all
series of Preference Stock shall vote together with the holders of Common
Stock as one class. At all elections of directors, each holder of
Preference Stock shall be entitled to as many votes as shall equal the
number of votes which such holder would be entitled to cast, multiplied
by the number of directors to be elected, and such holder may cast all
such votes for a single director, or may distribute them among the number
to be voted for or any two or more of them as such holder may see fit.

(b) If and whenever dividends on the Preference Stock shall be
in arrears in an amount equivalent to six quarterly dividends or
mandatory sinking fund payments shall be in arrears in an amount equal to
the aggregate of all such payments required during one year, then, at any
ensuing annual meeting of stockholders at which at least a majority of
the outstanding shares of Preference Stock are represented, the holders
of Preference Stock of all series thereof then outstanding, voting
separately as a class, shall be entitled to elect two directors. Such
right of the holders of Preference Stock shall continue to be exercisable
until all dividends in arrears on Preference Stock shall have been paid
in full or declared and a sum sufficient for the payment thereof set
apart and all mandatory sinking fund payments in arrears shall have been
paid in full, whereupon such right shall cease. During any time that the
holders of Preference Stock are entitled to elect two such directors,
they shall also be entitled to participate with the Common Stock in the
election of any other directors.

<PAGE>
(i) the affirmative approval of the holders of at least
two-thirds in interest of Preference Stock of all series thereof then
outstanding present and voting at a meeting, acting as a single class
without regard to series, shall be required for any amendment of the
Certificate of Incorporation altering materially and adversely any
existing provision of the Preference Stock or for the creation, or an
increase in the authorized amount, of any class of stock ranking, as to
dividends or assets, prior to the Preference Stock; and

(ii) the affirmative approval of the holders of at least a
majority in interest of Preference Stock of all series thereof then
outstanding present and voting at a meeting, acting as a single class
without regard to series, shall be required for an increase in the
authorized amount of Preference Stock, or for the creation, or an
increase in the authorized amount, of any class of stock ranking, as to
dividends or assets, on a parity with the Preference Stock;
provided, however, that if any amendment to the Certificate of
Incorporation shall affect adversely the rights or preferences of one or
more, but not all, of the series of Preference Stock at the time
outstanding, or shall unequally adversely affect the rights or
preferences of different series of Preference Stock at the time
outstanding, the affirmative approval of the holders of at least
two-thirds in interest of the shares of each such series so adversely or
unequally adversely affected present and voting at a meeting shall be
required in lieu of or (if such affirmative approval is required by law)
in addition to the affirmative approval of the holders of at least
two-thirds in interest of the shares of Preference Stock as a class
present and voting at such meeting.

Preemptive Rights. No holder of shares of any series of Preference
Stock shall have any preemptive or preferential rights to subscribe to or
purchase shares of any class or series of stock of the Company, now or
hereafter authorized, or any securities convertible into, or warrants or
other evidences of optional rights to purchase or subscribe to, shares of
any laws or series of the Company, now or hereafter authorized.

Other Provisions. Subject to the requirements of paragraph (c)
under "--Voting" above, but notwithstanding any other provisions of the
Certificate of Incorporation, the Board of Directors, in the resolution
or resolutions providing for the issue of any series of Preference Stock,
may determine, to the extent that the Board of Directors may be permitted
to do so under the laws of the State of New Jersey as in effect at the
time of the creation of such series:

(i) the voting rights, full or limited, if any, of the shares
of such series; and whether or not and under what conditions the shares
of such series (alone or together with the shares of one or more other
series having similar provisions) shall be entitled to vote separately as
a single class, for the election of one or more additional directors of
the Company in case of dividend arrearages or other specified events, or
upon other matters;

<PAGE>
(ii) whether or not and upon what conditions dividends on
shares of such series shall be cumulative and, if cumulative, the date or
dates from which dividends shall accumulate;

(iii) whether or not the holders of shares of such series shall
have any preemptive or preferential rights to subscribe to or purchase
shares of any class or series of stock of the Company, now or hereafter
authorized, or any securities convertible into, or warrants or other
evidences of optional rights to purchase or subscribe to, shares of any
class or series of the Company, now or hereafter authorized; and

(iv) whether or not the issuance of additional shares of such
series, or of any shares of any other series, shall be subject to
restrictions as to issuance, or as to the preferences, rights and
qualifications of any such other series.

Voting Requirements

Majority Voting Requirements. Subject to the provisions described
below under "--Greater Voting Requirements" and except as otherwise
expressly provided in the Certificate of Incorporation or as may be
required by law, the majority voting requirements prescribed in
subsections 14A:10-3(2) and 14A:12-4(4) and in paragraphs 14A:9-2(4)(c)
and 14A:10-11(1)(c) of the NJBCA shall apply to the Company. As a result,
in the case of each of (i) a plan of merger or consolidation, (ii) a
dissolution of the Company, (iii) an amendment to the Certificate of
Incorporation and (iv) a sale, lease, exchange or other disposition of
all, or substantially all, of the assets of the Company, any such action
shall be approved upon receiving the affirmative vote of a majority of
the votes cast by the holders of shares of the Company entitled to vote
therein, and, in addition, if any class or series is entitled to vote
thereon as a class, the affirmative vote of a majority of the votes cast
in each class vote. Such voting requirements shall generally be subject
to such greater requirements as are provided in the NJBCA for specific
amendments or as may be provided in the Certificate of Incorporation.

Greater Voting Requirements. The affirmative vote of the holders of
four-fifths of the outstanding shares of all classes of stock of the
Company entitled to vote, considered for the purposes of this paragraph
as one class, shall be required to authorize (i) the merger or
consolidation of the Company or a subsidiary of the Company with or into
any other corporation, person or other entity, (ii) any sale, lease,
exchange or other disposition of all or any material part of the assets
of the Company or of any subsidiary of the Company to or with any other
corporation, person or other entity or (iii) any issuance or transfer of
securities of the Company upon conversion of or in exchange for the
securities or assets of any other corporation, person or entity if (as of
the date of any action taken by the Board of Directors with respect to
such transaction or as of any record date for the determination of
stockholders entitled to notice and to vote with respect thereto or
immediately prior to the consummation of such transaction) such other
corporation, person or other entity referred to in clause (i), clause
(ii) or clause (iii) above is the beneficial owner, directly or
indirectly, of more than 10% of any class of capital stock of the
<PAGE>
Company. For the purposes hereof, any corporation, person or other entity
shall be deemed to be the beneficial owner of any shares of capital stock
of the Company, (x) which it has the right to acquire pursuant to any
agreement, or upon exercise of conversion rights, warrants or options, or
otherwise, or (y) which are beneficially owned, directly or indirectly
(including shares deemed owned through application of clause (x) above)
by any other corporation, person or other entity with which it has any
agreement, arrangement or understanding with respect to the acquisition,
holding, voting or disposition of stock or of any material part of the
assets of the Company or of it, or which is its "affiliate" or
"associate" as those terms are defined in Rule 12b-2 of the General Rules
and Regulations under the 1934 Act, as in effect on January 1, 1970. Any
determination made in good faith by the Board of Directors, on the basis
of information at the time available to it, as to whether any
corporation, person or other entity is the beneficial owner of more than
10% of any class of capital stock of the Company, or is an "affiliate" or
"associate", as above defined, shall be conclusive and binding for all
purposes of this paragraph. The provisions described in this paragraph
shall not apply to any agreement for the merger of any subsidiary of the
Company with the Company or with another subsidiary of the Company where
the Company or such other subsidiary shall be the surviving corporation
and where the provisions described in this paragraph shall not be changed
or otherwise affected by or by virtue of the merger.

Directors

The Board of Directors shall be divided as equally as may be into
three classes, each of which shall consist of such number as the by-laws
may from time to time provide, but no class shall consist of less than
two members. At each annual election, the successors of the directors of
the class whose terms expire in that year are elected to hold office for
the term of three years, so that the term of office of one class of
directors shall expire in each year. If the number of directors is
changed, any newly created directorships or decrease in directorships
shall be so apportioned among the classes as to make all classes as
nearly equal in number as possible. In case of any increase in the number
of directors of any class or classes, the additional directors may be
elected by the Board of Directors, but any such director so elected shall
hold office only until the next succeeding annual meeting of stockholders
and until his successor shall have been elected and qualified. No
decrease in the number of directors shall shorten the term of any
incumbent director. Directors may be removed without cause only upon the
affirmative vote of the holders of at least four-fifths of the shares of
capital stock entitled to vote for the election of directors. Directors
may be removed for cause upon the affirmative vote of two-thirds of the
entire Board. The affirmative vote of the holders of at least four-fifths
of the shares of capital stock entitled to vote for the election of the
directors shall be required for any amendment or deletion of this
provision, unless such amendment or deletion shall have been approved by
the unanimous vote of the directors then in office, in which case the
majority voting requirements of the NJBCA described above shall apply
thereto.
<PAGE>
The provisions of the Certificate of Incorporation relating to
directors shall have no application to any directors who may be elected
by the holders of Preference Stock or any series thereof, voting as a
class or series, as the case may be, pursuant to a right to elect
directors conferred upon such holders by reason of default in the payment
of dividends, failure to discharge sinking fund obligations or otherwise.
Any such directors shall be in addition to the directors to be elected
pursuant to the paragraph immediately above and shall be elected in the
manner, and serve for such term, as may be provided in the Certificate of
Incorporation.

Rights Plan

On December 7, 1988, the Board of Directors of the Company declared
a dividend distribution of one Right for each outstanding share of Common
Stock of the Company. The dividend was payable on December 22, 1988 to
shareholders of record on that date. Each Right entitles the registered
holder to purchase from the Company one-hundredth (1/100) of a share of a
series of preference stock of the Company, designated as Series A
Preference Stock, without par value (the "Series A Preference Stock"), at
a price of $130 (the "Purchase Price").

On May 6, 1992, the Board of Directors of the Company declared a
two-for-one stock split in the form of a dividend distribution of one
share of Common Stock for each outstanding share of Common Stock (the
"First Common Stock Dividend"). The First Common Stock Dividend was
payable on June 1, 1992 to shareholders of record on May 19, 1992. After
giving effect to receipt of the First Common Stock Dividend, each holder
of a Right was deemed to be the holder of (i) one-half of a Right in
respect of the share of Common Stock pursuant to which such Right
originally had been issued and (ii) one-half of a Right in respect of the
share of Common Stock received by such holder pursuant to the First
Common Stock Dividend.

On August 6, 1997, the Board of Directors of the Company declared a
three-for-two stock split in the form of a dividend distribution of one
share of Common Stock for every two outstanding shares of Common Stock
(the "Second Common Stock Dividend"). The Second Common Stock Dividend
was paid on September 2, 1997 to shareholders of record on August 19,
1997. After giving effect to receipt of the Second Common Stock
Dividend, each holder of a Right will be deemed to be the holder of (i)
one-third of a Right in respect of the share of Common Stock pursuant to
which such Right originally had been issued, (ii) one-third of a Right in
respect of the share of Common Stock received by such holder pursuant to
the First Common Stock Dividend and (iii) one-third of a Right in respect
of the share of Common Stock received by such holder pursuant to the
Second Common Stock Dividend.

Until the close of business on the Distribution Date, which will
occur on the earlier to occur of (i) the tenth day following a public
announcement that a person or group of affiliated or associated persons
(an "Acquiring Person") other than the Company, any subsidiary of the
Company or any employee benefit plan or employee stock plan of the
<PAGE>
Company or of any subsidiary of the Company (an "Exempt Person"), has
acquired, or obtained the right to acquire, beneficial ownership of 15%
or more of the outstanding Common Stock (the "Stock Acquisition Date"),
(ii) the declaration by the Board of Directors that any Person is an
Adverse Person or (iii) the tenth day after the date of the commencement
of, or the first public announcement of the intent of any person (other
than an Exempt Person) to commence, a tender offer or exchange offer
(other than a tender or exchange offer by an Exempt Person) which would
result in the ownership of 15% or more of the outstanding Common Stock
(the earlier of such dates being called the "Distribution Date"), the
Rights will be represented by and transferred with, and only with, the
Common Stock. Until the Distribution Date, new certificates issued for
Common Stock after December 22, 1988 contain a legend incorporating the
Rights Agreement by reference, and the surrender for transfer of any of
the Company's Common Stock certificates constitute the transfer of the
Rights associated with the Common Stock represented by such certificates.
As soon as practicable following the Distribution Date, separate Right
Certificates will be mailed to holders of record of the Common Stock at
the close of business on the Distribution Date, and thereafter the
separate certificates alone will evidence the Rights.

The Rights are not exercisable until the Distribution Date. The
Rights will expire at the close of business on December 22, 1998, unless
earlier redeemed by the Company as described below.

The Series A Preference Stock will be nonredeemable and, unless
otherwise provided in connection with the creation of a subsequent series
of Preference Stock, subordinate to any other series of Preference Stock.
The Series A Preference Stock will, however, rank prior to the Common
Stock. The Series A Preference Stock may not be issued except upon
exercise of Rights. Each share of Series A Preference Stock will be
entitled to receive when, as and if declared, a quarterly dividend in an
amount per share equal to 100 times the cash dividends declared on the
Company's Common Stock. In addition, the Series A Preference Stock is
entitled to 100 times any non-cash dividends (other than dividends
payable in equity securities) declared on the Common Stock, in like kind.
In the event of a default on such dividends, the holders of the Series A
Preference Stock (together with the holders of any other Preference Stock
similarly entitled) will be entitled to elect two directors. In the event
of liquidation, the holders of Series A Preference Stock will be entitled
to receive a liquidation payment in an amount equal to 100 times the
payment made per share of Common Stock. Each share of Series A Preference
Stock will have 100 votes, voting together with the Common Stock and not
as a separate class unless otherwise required by law or the Certificate
of Incorporation. In the event of any merger, consolidation or other
transaction in which common shares are exchanged, each share of Series A
Preference Stock will be entitled to receive 100 times the amount
received per share of Common Stock. The rights of the Series A Preference
Stock as to dividends, liquidation and voting are protected by anti-
dilution provisions.

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

If (i) any Person (other than an Exempt Person) becomes the
beneficial owner of 15% or more of the then outstanding shares of Common
Stock, (ii) the Board of Directors of the Company, by majority vote,
shall declare any Person to be an Adverse Person, (iii) any Acquiring
Person, Adverse Person or any affiliates or associates thereof engages in
one or more "self-dealing" transactions as described in the Rights
Agreement, then each holder of a Right, other than the Acquiring Person
or Adverse Person, will have the right to receive in lieu of Series A
Preference Stock, upon payment of the Purchase Price, a number of shares
of Common Stock having a market value equal to twice the Purchase Price.
This same right will be available to each holder of record of a Right,
other than the Acquiring Person or Adverse Person, if, while there is an
Acquiring Person or Adverse Person, there occurs any reclassification of
securities, any recapitalization of the Company, or any merger or
consolidation or other transaction involving the Company or any of its
subsidiaries which has the effect of increasing by more than 1% the
proportionate ownership interest of the Company or any of its
subsidiaries which is owned or controlled by the Acquiring Person or
Adverse Person. Alternatively, at any time after any person or group
acquires 15% or more of the Common Stock or the Board of Directors
determines that a Person is an Adverse Person, the Board of Directors of
the Company may exchange one share of the Common Stock (or an equivalent
share of the Series A Preference Stock) for each outstanding Right other
than Rights held by an Acquiring Person or Adverse Person, which become
void. To the extent that insufficient shares of Common Stock are
available for the exercise in full of the Rights, holders of Rights will
receive upon exercise shares of Common Stock to the extent available and
then Series A Preference Stock, cash, property or other securities of the
Company (which may be accompanied by a reduction in the Purchase Price),
in proportions determined by the Company, so that the aggregate value
received is equal to twice the Purchase Price. Rights are not exercisable
following the occurrence of the events described in this paragraph until
the expiration of the period during which the Rights may be redeemed as
described below. Notwithstanding the foregoing, following the occurrence
of the events described in this paragraph, Rights that are (or, under
certain circumstances, Rights that were) beneficially owned by an
Acquiring Person or an Adverse Person will be void.

Unless the Rights are redeemed earlier, if, after the Stock
Acquisition Date or the declaration by the Board of Directors that a
person is an Adverse Person, the Company is acquired in a merger or other
business combination (in which any shares of the Common Stock are changed
into or exchanged for other securities or assets) or more than 50% of the
<PAGE>
assets or earning power of the Company and its subsidiaries (taken as a
whole) were to be sold or transferred in one or a series of related
transactions, the Rights Agreement provides that proper provision shall
be made so that each holder of record of a Right will from and after that
time have the right to receive, upon payment of the Purchase Price, that
number of shares of common stock of the acquiring company which has a
market value at the time of such transaction equal to two times the
Purchase Price.

Fractions of shares of Series A Preference Stock may, at the
election of the Company, be evidenced by depositary receipts. The Company
may also issue cash in lieu of fractional shares which are not integral
multiples of one one-hundredth of a share.

At any time until ten days following the Stock Acquisition Date or
the declaration by the Board of Directors that a person is an Adverse
Person (subject to extension by the Board of Directors), the Board of
Directors (with the concurrence of a majority of the Independent
Directors) may cause the Company to redeem the Rights in whole, but not
in part, at a price of $0.01 per Right. Under certain circumstances set
forth in the Rights Agreement, the decision to redeem shall require the
concurrence of a majority of the Independent Continuing Directors.
Immediately upon the action of the Board of Directors of the Company
authorizing 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 without any interest thereon. The term
"Independent Directors" means any member of the Board of Directors of the
Company who is not an officer of the Company. The term "Independent
Continuing Directors" means any Independent Director who was a member of
the Board of Directors immediately prior to the time that any Person
shall become an Acquiring Person or Adverse Person, and any Independent
Director who becomes a member of the Board of Directors subsequent to the
time that any Person shall become an Acquiring Person or Adverse Person
if such Independent Director is recommended or nominated to election on
the Board of Directors by a majority of the Independent Continuing
Directors, but shall not include an Acquiring Person or Adverse Person,
or any representative of such Acquiring Person or Adverse Person.

Until the close of business on the tenth day following the Stock
Acquisition Date or the declaration by the Board of Directors that a
person is an Adverse Person, and thereafter for as long as the Rights are
redeemable, the Board of Directors (with the concurrence of a majority of
the Independent Directors) may cause the Company to amend the Rights in
any manner, including an amendment to extend the time period in which the
Rights may be redeemed, but no such amendment shall alter the redemption
price, the date of expiration of the Rights, or the number of one one-
hundredths of a share of Series A Preference Stock for which a Right is
exercisable.

At any time when the Rights are not then redeemable, the
Company (with the concurrence of a majority of the Independent Continuing
Directors) may amend the Rights in any manner that does not adversely
affect the interests of holders of the Rights as such.

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

DESCRIPTION OF STOCK PURCHASE CONTRACTS
AND STOCK PURCHASE UNITS

The Company may issue Stock Purchase Contracts, including contracts
obligating holders to purchase from the Company, and the Company to sell
to the holders, a specified number of shares of Common Stock or Preference
Stock at a future date or dates. The consideration per share of
Preference Stock or Common Stock may be fixed at the time the Stock
Purchase Contracts are issued or may be determined by reference to a
specific formula set forth in the Stock Purchase Contracts. The Stock
Purchase Contracts may be issued separately or as a part of units ("Stock
Purchase Units") consisting of a Stock Purchase Contract and Debt
Securities, Preferred Securities or debt obligations of third parties,
including U.S. Treasury securities, securing the holders' obligations to
purchase the Preference Stock or the Common Stock under the Stock Purchase
Contracts. The Stock Purchase Contracts may require the Company to make
periodic payments to the holders of the Stock Purchase Units or vice
versa, and such payments may be unsecured or prefunded on some basis.
The Stock Purchase Contracts may require holders to secure their
obligations thereunder in a specified manner.

The applicable Prospectus Supplement will describe the terms of any
Stock Purchase Contracts or Stock Purchase Units. The description in the
Prospectus Supplement will not necessarily be complete, and reference
will be made to the Stock Purchase Contracts, and, if applicable,
collateral arrangements and depositary arrangements, relating to such
Stock Purchase Contracts or Stock Purchase Units.

BOOK-ENTRY ISSUANCE

Unless otherwise specified in the applicable Prospectus Supplement,
DTC will act as depositary for Securities issued in the form of Global
Securities. Such Securities will be issued only as fully-registered
securities registered in the name of Cede & Co. (DTC's nominee). One or
more fully-registered Global Securities will be issued for such
Securities representing in the aggregate the total number of such
Securities, and will be deposited with or on behalf of DTC.

DTC is a limited purpose trust company organized under the New York
Banking Law, a "banking organization" within the meaning of the New York
Banking Law, a member of the Federal Reserve System, a "clearing
corporation" within the meaning of the New York Uniform Commercial Code,
and a "clearing agency" registered pursuant to the provisions of Section
17A of the Exchange Act. DTC holds securities that its Participants
deposit with DTC. DTC also facilitates the settlement among Participants
of securities transactions, such as transfers and pledges, in deposited
securities through electronic computerized book-entry changes in
Participants' accounts, thereby eliminating the need for physical
movement of securities certificates. Direct Participants include
securities brokers and dealers, banks, trust companies, clearing
corporations and certain other organizations ("Direct Participants").
<PAGE>
DTC is owned by a number of its Direct Participants and by the New York
Stock Exchange, Inc., the American Stock Exchange, Inc. and the National
Association of Securities Dealers, Inc. Access to the DTC system is also
available to others such as securities brokers and dealers, banks and
trust companies that clear through or maintain custodial relationships
with Direct Participants, either directly or indirectly ("Indirect
Participants"). The rules applicable to DTC and its Participants are on
file with the Commission.

Purchases of Securities within the DTC system must be made by or
through Direct Participants, which will receive a credit for such
Securities on DTC's records. The ownership interest of each actual
purchaser of each Security ("Beneficial Owner") is in turn to be recorded
on the Direct and Indirect Participants' records. Beneficial Owners will
not receive written confirmation from DTC of their purchases, but
Beneficial Owners are expected to receive written confirmations providing
details of the transactions, as well as periodic statements of their
holdings, from the Direct or Indirect Participants through which the
Beneficial Owners purchased Securities. Transfers of ownership interests
in Securities issued in the form of Global Securities are to be
accomplished by entries made on the books of Participants acting on
behalf of Beneficial Owners. Beneficial Owners will not receive
certificates representing their ownership interests in such Securities,
except in the event that use of the book-entry system for such Securities
is discontinued.

DTC has no knowledge of the actual Beneficial Owners of the
Securities issued in the form of Global Securities; DTC's records reflect
only the identity of the Direct Participants to whose accounts such
Securities are credited, which may or may not be the Beneficial Owners.
The Participants will remain responsible for keeping account of their
holdings on behalf of their customers.

Conveyance of notices and other communications by DTC to Direct
Participants, by Direct Participants to Indirect Participants, and by
Direct Participants and Indirect Participants to Beneficial Owners will
be governed by arrangements among them, subject to any statutory or
regulatory requirements as may be in effect rom time to time.

Redemption notices shall be sent to Cede & Co. as the registered
holder of Securities issued in the form of Global Securities. If less
than all of a series of such Securities are being redeemed, DTC's current
practice is to determine by lot the amount of the interest of each Direct
Participant to be redeemed.

Although voting with respect to Securities issued in the form of
Global Securities is limited to the holders of record of such Securities,
in those instances in which a vote is required, neither DTC nor Cede &
Co. will itself consent or vote with respect to such Securities. Under
its usual procedures, DTC would mail an omnibus proxy (the "Omnibus
Proxy") to the issuer of such Securities as soon as possible after the
record date. The Omnibus Proxy assigns Cede & Co.'s consenting or voting
<PAGE>
rights to those Direct Participants to whose accounts such Securities are
credited on the record date (identified in a listing attached to the
Omnibus Proxy).

Payments in respect of Securities issued in the form of Global
Securities will be made by the issuer of such Securities to DTC. DTC's
practice is to credit Direct Participants' accounts on the relevant
payment date in accordance with their respective holdings shown on DTC's
records unless DTC has reason to believe that it will not receive
payments on such payment date. Payments by Participants to Beneficial
Owners will be governed by standing instructions and customary practices
and will be the responsibility of such Participant and not of DTC, the
Institutional Trustee, either Trust or the Company, subject to any
statutory or regulatory requirements as may be in effect from time to
time. Payments to DTC are the responsibility of the issuer of the
applicable Securities, disbursement of such payments to Direct
Participants is the responsibility of DTC, and disbursements of such
payments to the Beneficial Owners is the responsibility of Direct and
Indirect Participants.

DTC may discontinue providing its services as depositary with
respect to any Securities at any time by giving reasonable notice to the
issuer of such Securities. In the event that a successor depositary is
not obtained, individual Security certificates representing such
Securities are required to be printed and delivered. The Company, at its
option, may decide to discontinue use of the system of book-entry
transfers through DTC (or a successor depositary).

The information in this section concerning DTC and DTC's book-entry
system has been obtained from sources that the Trust and the Company
believe to be accurate, but the Trust and the Company assume no
responsibility for the accuracy thereof. Neither the Trust nor the
Company has any responsibility for the performance by DTC or its
Participants of their respective obligations as described herein or under
the rules and procedures governing their respective operations.

PLAN OF DISTRIBUTION

Any of the Securities being offered hereby may be sold in any one
or more of the following ways from time to time: (i) through agents; (ii)
to or through underwriters; (iii) through dealers; and (iv) directly by
the Company or, in the case of Preferred Securities, by the Trust to
purchasers.

The distribution of the Securities may be effected from time to
time in one or more transactions at a fixed price or prices, which may be
changed, at market prices prevailing at the time of sale, at prices
related to such prevailing market prices or at negotiated prices.

Offers to purchase Securities may be solicited by agents designated
by the Company from time to time. Any such agent involved in the offer
or sale of the Securities in respect of which this Prospectus is
<PAGE>
delivered will be named, and any commissions payable by the Company or
the Trust to such agent will be set forth, in the applicable Prospectus
Supplement. Unless otherwise indicated in such Prospectus Supplement,
any such agent will be acting on a reasonable best efforts basis for the
period of its appointment. Any such agent may be deemed to be an
underwriter, as that term is defined in the Securities Act, of the
Securities so offered and sold.

If Securities are sold by means of an underwritten offering, the
Company and, in the case of an offering of Preferred Securities, the
Trust will execute an underwriting agreement with an underwriter or
underwriters at the time an agreement for such sale is reached, and the
names of the specific managing underwriter or underwriters, as well as
any other underwriters, the respective amounts underwritten and the terms
of the transaction, including commissions, discounts and any other
compensation of the underwriters and dealers, if any, will be set forth
in the applicable Prospectus Supplement which will be used by the
underwriters to make resales of the Securities in respect of which this
Prospectus is being delivered to the public. If underwriters are
utilized in the sale of any Securities in respect of which this
Prospectus is being delivered, such Securities will be acquired by the
underwriters for their own account and may be resold from time to time in
one or more transactions, including negotiated transactions, at fixed
public offering prices or at varying prices determined by the
underwriters at the time of sale. Securities may be offered to the
public either through underwriting syndicates represented by managing
underwriters or directly by one or more underwriters. If any underwriter
or underwriters are utilized in the sale of Securities, unless otherwise
indicated in the applicable Prospectus Supplement, the underwriting
agreement will provide that the obligations of the underwriters are
subject to certain conditions precedent and that the underwriters with
respect to a sale of such Securities will be obligated to purchase all
such Securities if any are purchased.

The Company or the Trust, as applicable, may grant to the
underwriters options to purchase additional Securities, to cover over-
allotments, if any, at the initial public offering price (with additional
underwriting commissions or discounts), as may be set forth in the
Prospectus Supplement relating thereto. If the Company or the Trust, as
applicable, grants any over-allotment option, the terms of such over-
allotment option will be set forth in the Prospectus Supplement for such
Securities.

If a dealer is utilized in the sale of the Securities in respect of
which this Prospectus is delivered, the Company or the Trust, as
applicable, will sell such Securities to the dealer as principal. The
dealer may then resell such Securities to the public at varying prices to
be determined by such dealer at the time of resale. Any such dealer may
be deemed to be an underwriter, as such term is defined in the Securities
Act, of the Securities so offered and sold. The name of the dealer and
the terms of the transaction will be set forth in the Prospectus
Supplement relating thereto.

<PAGE>
Offers to purchase Securities may be solicited directly by the
Company or the Trust, as applicable, and the sale thereof may be made by
the Company or the Trust directly to institutional investors or others,
who may be deemed to be underwriters within the meaning of the Securities
Act with respect to any resale thereof. The terms of any such sales will
be described in the Prospectus Supplement relating thereto.

Securities may also be offered and sold, if so indicated in the
applicable Prospectus Supplement, in connection with a remarketing upon
their purchase, in accordance with a redemption or repayment pursuant to
their terms, or otherwise, by one or more firms ("remarketing firms"),
acting as principals for their own accounts or as agents for the Company
or the Trust, as applicable. Any remarketing firm will be identified and
the terms of its agreement, if any, with the Company or the Trust and its
compensation will be described in the applicable Prospectus Supplement.
Remarketing firms may be deemed to be underwriters, as that term is
defined in the Securities Act, in connection with the Securities
remarketed thereby.

If so indicated in the applicable Prospectus Supplement, the
Company or the Trust, as applicable, may authorize agents and
underwriters to solicit offers by certain institutions to purchase
Securities from the Company or the Trust at the public offering price set
forth in the applicable Prospectus Supplement pursuant to delayed
delivery contracts providing for payment and delivery on the date or
dates stated in the applicable Prospectus Supplement. Such delayed
delivery contracts will be subject to only those conditions set forth in
the applicable Prospectus Supplement. A commission indicated in the
applicable Prospectus supplement will be paid to underwriters and agents
soliciting purchases of Securities pursuant to delayed delivery contracts
accepted by the Company or the Trust, as applicable.

Agents, underwriters, dealers and remarketing firms may be entitled
under relevant agreements with the Company or the Trust, as applicable,
to indemnification by the Company or the Trust against certain
liabilities, including liabilities under the Securities Act, or to
contribution with respect to payments which such agents, underwriters,
dealers and remarketing firms may be required to make in respect thereof.

Each series of Securities will be a new issue and, other than the
Common Stock, which is listed on the New York Stock Exchange, the London
Stock Exchange and the Amsterdam Stock Exchange, will have no established
trading market. The Company may elect to list any series of Securities
on an exchange, and in the case of the Common Stock, on any additional
exchange, but, unless otherwise specified in the applicable Prospectus
Supplement, the Company shall not be obligated to do so. No assurance
can be given as to the liquidity of the trading market for any of the
Securities.

Agents, underwriters, dealers and remarketing firms may be
customers of, engage in transactions with, or perform services for, the
Company and its subsidiaries in the ordinary course of business.

<PAGE>
LEGAL OPINIONS

Unless otherwise specified in a Prospectus Supplement relating to
particular Securities, the validity of the Securities offered hereby,
other than Preferred Securities, will be passed upon for the Company by
Simpson Thacher & Bartlett (a partnership which includes professional
corporations), New York, New York, and certain matters of Delaware law
with respect to the validity of the Preferred Securities offered hereby
will be passed upon for the Company and the Trust by Richards, Layton &
Finger, special Delaware counsel to the Company and the Trust. The
validity of the Securities offered hereby will be passed upon for the
underwriters, dealers or agents, if any, by counsel to be named in the
applicable Prospectus Supplement.

EXPERTS

The financial statements incorporated in this Registration
Statement by reference to the Company's Annual Report on Form 10-K for
the year ended December 31, 1996 have been so incorporated in reliance on
the reports of Price Waterhouse LLP, independent accountants, given on the
authority of said firm as experts in auditing and accounting.
<PAGE>
No dealer, salesperson or other ______________________
individual has been authorized to give FELINE PRIDES(SM)
any information or to make any
representations other than those
contained or incorporated by reference INGERSOLL-RAND COMPANY
in this Prospectus Supplement or the
Prospectus in connection with the INGERSOLL-RAND FINANCING I
Offer made by this Prospectus
Supplement or the Prospectus and, if
given or made, such information or
representations must not be relied
upon as having been authorized by
Ingersoll-Rand Company or the
Underwriters. Neither the delivery of
this Prospectus Supplement and the _________________________
Prospectus, nor any sale made
hereunder and thereunder, shall under PROSPECTUS SUPPLEMENT
any circumstances, create an _________________________
implication that there has been no
change in the affairs of Ingersoll-
Rand Company since the date hereof.
This Prospectus Supplement and the
Prospectus shall not constitute an
offer or solicitation by anyone in any
state in which such offer or
solicitation is not authorized or in Merrill Lynch & Co.
which the person making such offer or
solicitation is not qualified to do so , 1997
or to anyone to whom it is unlawful to
make such offer or solicitation.
_________________________

Table of Contents
Page
Prospectus Supplement

Prospectus Supplement Summary . . S-5
Risk Factors . . . . . . . . . . S-18
The Company . . . . . . . . . . . S-23 (SM)Service Mark of Merrill Lynch &
The Trust . . . . . . . . . . . . S-24 Co. Inc
Use of Proceeds . . . . . . . . . S-25
Price Range of Common Stock and
Dividends . . . . . . . . . S-26
Condensed Consolidated
Capitalization . . . . . . S-27
Accounting Treatment . . . . . . S-27
Selected Consolidated Financial
Data . . . . . . . . . . . S-28
Management's Discussion and
Analysis of Financial
Condition and Results of
Operations . . . . . . . . S-29
Description of the FELINE PRIDES S-34
<PAGE>
Description of the Purchase
Contracts . . . . . . . . . S-36
Description of the Trust
Preferred Securities . . . S-46
Effect of Obligations under the
Debentures and the Guarantee S-63
Available Information . . . . . . . 3
Incorporation of Certain
Documents by Reference . . . 3
The Company . . . . . . . . . . . . 4
The Trust . . . . . . . . . . . . . 5
Use of Proceeds . . . . . . . . . . 6
Selected Consolidated Financial
Data . . . . . . . . . . . . 7
Description of Debentures . . . . . 8
Description of Preferred
Securities . . . . . . . . . 14
Description of the Guarantee . . . 24
Relationship among the Preferred
Securities, the Debentures
and the Guarantee . . . . . . 26
Description of Capital Stock . . . 27
Description of Stock Purchase
Contracts and Stock Purchase
Units . . . . . . . . . . . . 34
Book-Entry Issuance . . . . . . . . 34
Plan of Distribution . . . . . . . 35
Legal Opinions . . . . . . . . . . 36
Experts . . . . . . . . . . . . . . 37

PART II
INFORMATION NOT REQUIRED IN PROSPECTUS

Item 14. Other Expenses of Issuance and Distribution.

The following table sets forth the Registrant's expenses in connection
with the issuance of the securities being registered. Except for the
registration fee, the amounts listed below are estimates.

<S> <C>
Registration Fee -- Securities and Exchange Commission . . . . . . . . . . . . . . . . . . . $363,636
Printing of Registration Statement, Prospectus, Indenture, etc. . . . . . . . . . . . . . . . 50,000
Blue Sky Fees . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 20,000
Accountants' Fees and Expenses . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 50,000
Legal Fees and Expenses . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 175,000
Miscellaneous . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 41,364
--------
Total . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . $700,000
========
</TABLE>

<PAGE>
Item 15. Indemnification of Directors and Officers.

Article Seventh of the Company's Restated Certificate of Incorporation,
as amended, provides that, to the fullest extent permitted by the laws of
the State of New Jersey, directors and officers of the Company shall not
be personally liable to the Company or its shareholders for damages for
breach of any duty owed to the Company or its shareholders, except that
no such director or officer shall be relieved from liability for any
breach of duty based upon an act or omission (i) in breach of such
person's duty of loyalty to the Company or its shareholders, (ii) not in
good faith or involving a knowing violation of law or (iii) resulting in
receipt by such person of an improper personal benefit.

Article Seventh also provides that each person who was or is made a party
or is threatened to be made a party to or is involved in any pending,
threatened or completed civil, criminal, administrative or arbitrative
action, suit or proceeding, by reason of his or her being or having been
a director or officer of the Company, or by reason of his or her being or
having been a director, officer, trustee, employee or agent of any other
corporation or of any partnership, joint venture, employee benefit plan
or other entity or enterprise, serving as such at the request of the
Company, shall be indemnified and held harmless by the Company to the
fullest extent permitted by the New Jersey Business Corporation Act (the
"Act"), from and against all reasonable costs, disbursements and
attorneys' fees, and all amounts paid or incurred in satisfaction of
settlements, judgments, fines and penalties, incurred or suffered in
connection with any such proceeding, and such indemnification shall
continue as to a person who has ceased to be a director, officer,
trustee, employee or agent and shall inure to the benefit of his or her
heirs, executors, administrators and assigns; provided, however, that
there shall be no indemnification with respect to any settlement of any
proceeding unless the Company has given its prior consent to such
settlement or disposition. This right to indemnification includes the
right to be paid by the Company the expenses incurred in connection with
any proceeding in advance of the final disposition of such proceeding as
authorized by the Board of Directors; provided, however, that, if the Act
so requires, the payment of such expenses shall be made only upon receipt
by the Company of an undertaking to repay all amounts so advanced unless
it shall ultimately be determined that such director or officer is
entitled to be indemnified.

Article Seventh also provides that the right to indemnification
thereunder is a contract right and gives claimants certain rights with
respect to claims for indemnification not paid by the Company after 30
days following a written request. Finally, Article Seventh provides that
the right to indemnification and advancement of expenses provided thereby
shall not exclude or be exclusive of any other rights to which any person
may be entitled under a certificate of incorporation, by-law, agreement,
vote of shareholders or otherwise. Sections 1 and 2 of Article IX of the
Company's By-Laws also provide directors and officers with certain rights
to indemnity that are substantially similar to the foregoing provisions
of Article Seventh.

<PAGE>
Section 14A: 3-5 of the Act provides that no indemnification shall be
made if such person shall have been adjudged liable for negligence or
misconduct unless the court in which such proceeding was brought
determines upon application that the defendant, officers or directors are
fairly and reasonably entitled to indemnity for such expenses despite
such adjudication of liability. In any case, a corporation must indemnify
an officer director against expenses (including attorney's fees) to the
extent that he has been successful on the merits or otherwise or in
defense of any claim or issue.

The Company has a liability insurance policy in effect which covers
certain claims against any officer or director of the Company by reason
of certain breaches of duty, neglect, errors or omissions committed by
such person in his capacity as an officer or director.

Under the Declaration, the Company will agree to indemnify each of the
Regular Trustees, and to hold harmless such Regular Trustees against any
loss, damage, claims, liability or expense incurred without negligence or
bad faith on its part arising out of or in connection with the acceptance
or administration of such Declaration, including the costs and expenses
of defending itself against any claim or liability in connection with the
exercise or performance of any of its powers or duties under such
Declaration.

Item 16. Exhibits.

*1.1 -- Form of Underwriting Agreement for the FELINE PRIDES.

4.1 -- Restated Certificate of Incorporation of Ingersoll-Rand
Company, as amended through May 28, 1992 (Incorporated by
reference from Form 10-K of Ingersoll-Rand Company for Fiscal
Year Ended December 31, 1993).

4.2 -- Certificate of Amendment to Restated Certificate of
Incorporation of Ingersoll-Rand Company, filed August 20,
1997 (Incorporated by reference from Exhibit 4.2 to the
Company's Form S-3 Registration Statement No. 333-37019).

4.3 -- By-Laws of Ingersoll-Rand Company, as amended through
September 1, 1997 (Incorporated by reference from Exhibit 4.3
to the Company's Form S-3 Registration Statement No. 333-
37019).

4.4 -- Rights Agreement, dated as of December 7, 1988, as amended by
Amendment No. 1 thereto dated as of December 7, 1994, between
Ingersoll-Rand Company and The Bank of New York, as Rights
Agent (Incorporated by reference from Form 8-A of Ingersoll-
Rand Company filed on December 12, 1988 and Form 8-A/A of
Ingersoll-Rand Company filed on December 15, 1994.)

4.5 -- Certificate of Trust of Ingersoll-Rand Financing I
(Incorporated by reference from Exhibit 4.10 to the Company's
Form S-3 Registration Statement No. 333-34029).

<PAGE>
4.6 -- Trust Agreement of Ingersoll-Rand Financing I (Incorporated
by reference from Exhibit 4.12 to the Company's Form S-3
Registration Statement No. 333-34029).

*4.7 -- Form of amended and Restated Declaration of Trust for
Ingersoll-Rand Financing I, with respect to the Trust
Preferred Securities.

*4.8 -- Form of Preferred Security Certificate for Ingersoll-Rand
Financing I, with respect to the Trust Preferred Securities
(included as Exhibit A-1 to the Amended and Restated
Declaration of Trust (Exhibit 4.7)).

*4.9 -- Form of Preferred Securities Guarantee Agreement in respect
of Ingersoll-Rand Financing I, with respect to the Trust
Preferred Securities.

*4.10 -- Form of Indenture between Ingersoll-Rand Company and ______,
as Trustee.

*4.11 -- Form of Debentures (included in Section 6.1 of the First
Supplemental Indenture (Exhibit 4.12)).

*4.12 -- Form of First Supplemental Indenture between Ingersoll-Rand
Company and ____________, as Trustee.

*4.13 -- Form of Purchase Contract (including as Exhibit A the Form
of Income PRIDES and as Exhibit B the Form of Growth PRIDES).

*4.14 -- Form of Pledge Agreement.

*4.15 -- Form of Remarketing Agreement.

*4.16 -- Form of Remarketing Underwriting Agreement.

*5.1 -- Opinion of Simpson Thacher & Bartlett as to the validity of
the Securities (other than the Preferred Securities) being
registered.

*5.2 -- Opinion of Richards, Layton & Finger, special Delaware
counsel, relating to the validity of the Preferred Securities
of Ingersoll-Rand Financing I.

*8.1 -- Opinion of Simpson Thacher & Bartlett, as to United States
tax matters.

12 -- Computation of Ratio of Earnings to Fixed Charges
(Incorporated by reference from Exhibit 12 to the Company's
Form 10-Q for the Fiscal Quarter Ended June 30, 1997).

*23.1 -- Consent of Simpson Thacher & Bartlett (included in Exhibit
5.1).

*23.2 -- Consent of Richards, Layton & Finger (included in Exhibit
5.2).
<PAGE>
23.3 -- Consent of Independent Accountants.

24.1 -- Powers of Attorney (Ingersoll-Rand Company).

24.2 -- Powers of Attorney (Ingersoll-Rand Financing I).

*25.1 -- Form T-1 Statement of Eligibility of _________________, as
Debt Trustee under the Indenture.

*25.2 -- Form T-1 Statement of Eligibility of _________________, as
Institutional Trustee under the Amended and Restated
Declaration of Trust of Ingersoll-Rand Financing I.

*25.3 -- Form T-1 Statement of Eligibility of ________________, as
Guarantee Trustee under the Guarantee for Ingersoll-Rand
Financing I.
__________________
*To be filed by amendment.

Item 17. Undertakings

The undersigned Registrants hereby undertake:

(1) To file, during any period in which offers or sales are being
made of the securities registered hereby, a post-effective amendment to
this Registration Statement:

(i) To include any prospectus required by Section 10(a)(3) of the
Securities Act of 1933;

(ii) To reflect in the prospectus any facts or events arising after
the effective date of the Registration Statement (or the most
recent post-effective amendment thereof) which, individually or in
the aggregate, represent a fundamental change in the information
set forth in the Registration Statement;

(iii) To include any material information with respect to the plan
of distribution not previously disclosed in the Registration
Statement or any material change to such information in the
Registration Statement;

provided, however, that paragraphs (i) and (ii) do not apply if the
Registration Statement is on Form S-3 or Form S-8 and the information
required to be included in a post-effective amendment by those paragraphs
is contained in periodic reports filed by the Registrant pursuant to
Section 13 or Section 15(d) of the Securities Exchange Act of 1934 that
are incorporated by reference in the Registration Statement;

(2) That, for the purpose of determining any liability under the
Securities Act of 1933, each such post-effective amendment shall be
deemed to be a new Registration Statement relating to the securities
offered therein, and the offering of such securities at that time shall
be deemed to be the initial bona fide offering thereof;

(3) To remove from registration by means of a post-effective
amendment any of the securities being registered which remain unsold at
the termination of the offering;
<PAGE>
(4) That, for the purposes of determining any liability under the
Securities Act of 1933, each filing of the Registrant's Annual Report
pursuant to Section 13(a) or Section 15(d) of the Securities Exchange Act
of 1934 (and, where applicable, each filing of an employee benefit plan's
annual report pursuant to Section 15(d) of the Securities Exchange Act
of 1934) that is incorporated by reference in the Registration Statement
shall be deemed to be a new Registration Statement relating to the
securities offered therein, and the offering of such securities at that
time shall be deemed to be the initial bona fide offering thereof;

(5) For purposes of determining any liability under the Securities
Act of 1933, the information omitted from the form of prospectus filed as
part of this Registration Statement in reliance upon Rule 430A and
contained in a form of prospectus filed by the Registrant pursuant to
Rule 424(b)(1) or (4) or 497(h) under the Securities Act shall be deemed
to be part of this Registration Statement as of the time it was declared
effective; and

(6) For the purpose of determining any liability under the
Securities Act of 1933, each post-effective amendment that contains a
form of prospectus shall be deemed to be a new Registration Statement
relating to the securities offered therein, and the offering of such
securities at that time shall be deemed to be the initial bona fide
offering thereof.

Ingersoll-Rand Financing I hereby undertakes to provide to the
underwriter at the closing specified in the applicable underwriting
agreement, certificates in such denominations and registered in such
names as required by the underwriter to permit prompt delivery to each
purchaser.

Insofar as indemnification for liabilities arising under the
Securities Act of 1933 may be permitted to directors, officers and
controlling persons of the Registrant pursuant to the provisions
specified in Item 15 of this Registration Statement or otherwise, the
Registrant has been advised that in the opinion of the Securities and
Exchange Commission such indemnification is against public policy as
expressed in said Act and is, therefore, unenforceable. In the event that
a claim for indemnification against such liabilities (other than the
payment by the Registrant of expenses incurred or paid by a director,
officer or controlling person of the Registrant in the successful defense
of any action, suit or proceeding) is asserted by such director, officer
or controlling person in connection with the securities being registered,
the Registrant will, unless in the opinion of its counsel the matter has
been settled by controlling precedent, submit to a court of appropriate
jurisdiction the question whether such indemnification by it is against
public policy as expressed in the Act, and will be governed by the final
adjudication of such issue.

The undersigned registrants hereby undertake to file an application
for the purpose of determining the eligibility of the trustee to act
under subsection (a) of Section 310 of the Trust Indenture Act in
accordance with the rules and regulations prescribed by the Commission
under Section 305(b)(2) of the Act.
<PAGE>
SIGNATURES

Pursuant to the requirements of the Securities Act of 1933, the
Registrant certifies that it has reasonable grounds to believe that it
meets all of the requirements for filing on Form S-3 and has duly caused
this Registration Statement to be signed on its behalf by the
undersigned, thereunto duly authorized, in Woodcliff Lake, New Jersey, on
the 21st day of October, 1997.

INGERSOLL-RAND COMPANY

By/s/ James E. Perrella
(James E. Perrella)
Chairman of the Board, President and
Chief Executive Officer

Pursuant to the requirements of the Securities Act of 1933, this
Registration Statement has been signed below by the following persons in
the capacities indicated on the 20th day of October, 1997.

Signature Title

/s/ James E. Perrella Chairman of the Board, President,
- --------------------------------- Chief Executive Officer and Director
(James E. Perrella) (Principal Executive Officer)

/s/ Gerard V. Geraghty Vice President and Comptroller
- --------------------------------- (Principal Financial and Accounting
(Gerard V. Geraghty) Officer)

Joseph P. Flannery* Director
- ---------------------------------
(Joseph P. Flannery)

Constance J. Horner* Director
- ---------------------------------
(Constance J. Horner)

H. William Lichtenberger* Director
- ---------------------------------
(H. William Lichtenberger)

Theodore E. Martin* Director
- ---------------------------------
(Theodore E. Martin)

Orin R. Smith* Director
- ---------------------------------
(Orin R. Smith)
<PAGE>
Richard W. Swift* Director
- ---------------------------------
(Richard W. Swift)

J. Frank Travis* Director
- ---------------------------------
(J. Frank Travis)

Tony L. White* Director
- ---------------------------------
(Tony L. White)

*By: /s/ Patricia Nachtigal
---------------------------
(Patricia Nachtigal),
Attorney-in-Fact
<PAGE>
SIGNATURES

Pursuant to the requirements of the Securities Act of 1933, Ingersoll-
Rand Financing I certifies that it has reasonable grounds to believe that
it meets all the requirements for filing on Form S-3 and has duly caused
this Registration Statement to be signed on its behalf by the
undersigned, thereunto duly authorized, in Woodcliff Lake, New Jersey, on
the 21st day of October, 1997.

INGERSOLL-RAND FINANCING I

By: INGERSOLL-RAND COMPANY, as Depositor

By: /s/ Patricia Nachtigal

---------------------------------

Name: Patricia Nachtigal
Title: Vice President and General Counsel

Exhibit 23.3

CONSENT OF INDEPENDENT ACCOUNTANTS

We hereby consent to the incorporation by reference in the Prospectus
constituting part of this Registration Statement on Form S-3 of our report
dated February 4, 1997, which appears on page 47 of the 1996 Annual Report to
Shareowners of Ingersoll-Rand Company, which is incorporated by reference in
Ingersoll-Rand Company's Annual Report on Form 10-K for the year ended
December 31, 1996. We also consent to the incorporation by reference of our
report on the Financial Statements Schedule, which appears on page 22 of such
Annual Report on Form 10-K. We also consent to the reference to us under the
heading "Experts" in such Prospectus.

/s/ Price Waterhouse LLP
PRICE WATERHOUSE LLP
Morristown, New Jersey
October 17, 1997

Exhibit 24.1

POWER OF ATTORNEY

Each person whose signature appears below authorizes James E. Perrella,
J. Frank Travis 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, stock purchase contracts, stock purchase units,
guarantees of trust preferred securities and debt securities of the Company
and (ii) trust preferred securities of Ingersoll-Rand Financing I, 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 October 21, 1997.

Signature Title

/s/ JAMES E. PERELLA Chairman of the Board, President, Chief
(James E. Perrella) Executive Officer and Director (Principal
Executive Officer)

/s/ GERARD V. GERAGHTY Vice President and Comptroller (Principal
(Gerard V. Geraghty) Financial and Accounting Officer)

/s/ JOSEPH P. FLANNERY Director
(Joseph P. Flannery)

/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)
<PAGE>
/s/ RICHARD W. SWIFT Director
(Richard W. Swift)

/s/ J. FRANK TRAVIS Director
(J. Frank Travis)

/s/ TONY L. WHITE Director
(Tony L. White)

Exhibit 24.2

POWER OF ATTORNEY

Each person whose signature appears below authorizes James E. Perrella,
J. Frank Travis and Patricia Nachtigal, or any of them, to execute in the
name of each such person who is then a trustee of Ingersoll-Rand Financing I
(the "Trust") and to file a Registration Statement on Form S-3 relating to
(i) common stock, stock purchase contracts, stock purchase units, guarantees
of trust preferred securities and debt securities of Ingersoll-Rand Company
and (ii) trust preferred securities of the Trust, 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 October 21, 1997.

INGERSOLL-RAND FINANCING I

By: /s/ PATRICIA NACHTIGAL
Name: Patricia Nachtigal

By: /s/ RONALD G. HELLER
Name: Ronald G. Heller

By: /s/ NANCY CASABLANCA
Name: Nancy Casablanca