Pricing Supplement No. 5 Rule 424(b)(3)
Dated November 14, 1997 File No.333-34029
(To Prospectus dated August 26, 1997 and
Prospectus Supplement dated November 5, 1997)
INGERSOLL-RAND COMPANY
Medium-Term Notes, Series B, Due Nine Months
or More from Date of Issue - Fixed Rate
Trade Date: November 14, 1997
Principal Amount: $46,150,000
Issue Price: 100.00%
Selling Agent's Commission: 0.55%
Interest Rate: 6.460%
Interest Payment Date(s): May 15, November 15
Interest Payment Commencing Date: May 15,1998
Stated Maturity: November 19, 2003
Original Issue Date: November 19, 1997
Net Proceeds to Issuer: $45,896,175
Regular Record Date(s): May 1, November 1
CUSIP NO.: 45686X CD3
Name of Trustee: The Bank of New York
Form: [x] Book-Entry Note
[ ] Certified Note
Redemption: [x] The Notes cannot be redeemed prior to
maturity
[ ] The Notes may be redeemed prior to maturity
Initial Redemption Date:
Initial Redemption Price: $ -
Annual Redemption Price Reduction: $ -
Repayment: [x] The Notes cannot be repaid prior to
maturity
[ ] The Notes can be repaid prior to
maturity at the option of the holder
Repayment Price: $ -
Repayment Date:
Amortizing Note: [ ] Yes
[ ] No
Basis for formula for amortization:
Discount Note: [ ] Yes
[x] No
Total Amount of Original Issue Discount ("OID"):
Original Yield to Maturity:
Initial Accrual Period OID:
Method Used to Determine Yield for Initial Accrual Period:
[ ] Approximate [ ] Exact
Capacity: [x] Agent-$43,150,000 [x] Principal-$3,000,000
If as principal: [ ] The Notes are being offered at
varying prices related to prevailing
market prices at the time of resale.
[ ] The Notes are being
offered at a fixed initial public
offering price [100.00]% of Principal
Amount. The Notes are being
reoffered to dealers with a
reallowance not to exceed [ ]% of the
discount.
Special Provision:
Agents:
SALOMON BROTHERS INC. $12,500,000
MERRILL LYNCH & CO. $10,500,000
CHASE SECURITIES INC. $10,650,000
J. P. MORGAN & CO. $12,500,000
