INGERSOLL RAND CO LTD
IR COMPANY ELECTED OFFICERS SUPPLEMENTAL PROGRAM
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<TYPE>EX-10
<SEQUENCE>17
<FILENAME>exh10-23.txt
<DESCRIPTION>IR COMPANY ELECTED OFFICERS SUPPLEMENTAL PROGRAM
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                                                    EXHIBIT 10.23

                        SECOND AMENDMENT
                             TO THE
  INGERSOLL-RAND COMPANY ELECTED OFFICERS SUPPLEMENTAL PROGRAM


WHEREAS,   Ingersoll-Rand  Company  ("Company")   maintains   the
Ingersoll-Rand  Company  Elected Officers  Supplemental  Program,
effective  June  30, 1995, and as amended by the First  Amendment
effective  January 1, 1997, (the "Program"), for the  benefit  of
its eligible employees; and

WHEREAS, the Board of Directors of the Company retained the right
to amend the Program pursuant to Section 8.1 thereof; and

WHEREAS,  the  Board of Directors of the Company, acting  through
its  Compensation & Nominating Committee, desires  to  amend  the
Program;

NOW,  THEREFORE, the Program is hereby amended in  the  following
respects,   effective  December  1,  1997  (except  as  otherwise
indicated below):


1.    Section 1.3 is amended, effective March 3, 1999, to read in
its entirety as follows:

     "1.3 `Change in Control' shall have the same meaning as such
          term  is  defined in the most recent Company  Incentive
          Stock  Plan, unless a different definition is used  for
          purposes  of a change of control event in any severance
          or  employment  agreement between an  Employer  and  an
          Employee,  in  which  event as to  such  Employee  such
          definition shall apply."


2.    The  following  new Section 1.9 is hereby  added,  and  all
applicable Sections in Section 1 shall be renumbered accordingly:

     "1.9 `Estate   Program'  means  the  Ingersoll-Rand  Company
          Estate Enhancement Program."


3.    Section 1.10 (formerly Section 1.9) is amended to  read  in
its entirety as follows:

     "1.10      `Final Average Pay' means, except as provided  in
          Section 5.3 for purposes of disability, the sum of  the
          following:

          (a)  the  average  of  each of the five  highest  bonus
               awards  (whether  the  awards  are  paid  to   the
               Employee, are a Deferral Amount (as such  term  is
               defined in the Deferral Plan) or the Employee  has
               elected  to forego a bonus award pursuant  to  the
               Estate   Program)  during  the  six  most   recent
               calendar  years, including the year  during  which
               the  Employee's retirement or death occurs,  or  a
               Change    in   Control   occurs,   but   excluding
               Supplemental  Contributions  (as  such   term   is
               defined in the Deferral Plan) or any amounts  paid
               from  the  Deferred Compensation Account (as  such
               term is defined in the Deferral Plan) or any other
               account under the Deferral Plan including, but not
               limited  to,  amounts paid consisting of  Deferral
               Amounts  and Supplemental Contributions and  their
               earnings,  and  any amounts paid  by  the  Company
               pursuant to the Estate Program, and

          (b)  the  Employee's annualized base salary  in  effect
               immediately prior to the date of determination."


4.    Section  3.1  "Amount  of Benefit"  is  amended,  effective
November 4, 1998, to read in its entirety as follows:

"3.1 Amount of Benefit

     An Employee shall be entitled to receive a benefit under the
     Program equal to (a) minus (b) minus (c) below:

     (a)  the product of:

          (i)  his Final Average Pay,

          (ii) his Years of Service (up to a maximum of 35 Years of
               Service), and

          (iii)     1.9%

     (b)  the amount set forth in Appendix A as attached hereto

     (c)the  benefit  he  would  be  entitled  to  receive  under
        Section  5.2  of  the  Program but for  his  election  to
        forego such benefit pursuant to the Estate Program."


5.    The second paragraph of Section 5.3 "Disability" is amended
to read in its entirety as follows:

     "Notwithstanding any other provision of the Program  to  the
     contrary, when determining Final Average Pay for an Employee
     who  is disabled under the provisions of this Section, Final
     Average Pay means the sum of:

     (a)  the  average  of each of the five highest bonus  awards
          (whether  the  awards are paid to the Employee,  are  a
          Deferral  Amount  (as  such  term  is  defined  in  the
          Deferral Plan) or the Employee has elected to forego  a
          bonus award pursuant to the Estate Program) during  the
          six  most  recent  calendar years, including  the  year
          during which the Employee's disability occurs, (or,  if
          the  average of the five highest bonus awards would  be
          greater,  the six most recent calendar years  prior  to
          the  year  in which the Employee's disability  occurs),
          but  excluding Supplemental Contributions (as such term
          is  defined  in the Deferral Plan) or any amounts  paid
          from the Deferred Compensation Account (as such term is
          defined  in  the  Deferral Plan) or any  other  account
          under the Deferral Plan including, but not limited  to,
          amounts   paid  consisting  of  Deferral  Amounts   and
          Supplemental Contributions and their earnings, and  any
          amounts  paid  by the Company pursuant  to  the  Estate
          Program, and

     (b)  the  Employee's annualized base salary in effect as  of
          the date he becomes disabled."


6.   Section 5.1(b)(i) is amended, effective November 4, 1998, to
read in its entirety as follows:

     "(i) the amount determined under Section 3.1(a) shall be
          reduced by 0.429% for each month that the benefit
          commences prior to age 62,"


7.   Appendix A is amended, effective November 4, 1998, to read
in its entirety as follows:


                           "APPENDIX A

Unless  otherwise specified in another Appendix attached  hereto,
the  sum  of the following shall be used for purposes of  Section
3.1(b) of the Program:

     (a)  All  employer-paid benefits under any qualified defined
          benefit plan (as defined in Section 414(j) of the Internal
          Revenue Code of 1986, as amended) and associated supplemental
          plans sponsored by the Company, Ingersoll-Dresser Pump Company,
          and Dresser Industries, Inc., provided that the Employee's
          intervening employment between employment with  Dresser
          Industries, Inc. and the Company is solely with Ingersoll-Dresser
          Pump Company.  For purposes of this Paragraph (a), the amount of
          any pension payable under the Clark Equipment Company Retirement
          Program for Salaried Employees shall be determined without
          reduction by the lifetime pension equivalent of the Employee's
          vested interest in his PPOA Account (as such term is defined in
          the I-R/Clark Leveraged Employee Stock Ownership Plan).

          For  purposes of determining the benefit under  Section
          3.1  of  the Program, the Employee's benefit,  if  any,
          under any qualified defined benefit plan and associated
          supplemental plans described in the previous paragraph,
          shall  be determined as a life annuity at the  date  of
          determination.

     (b)  The Social Security Primary Insurance Amount as defined in
          the Pension Plan estimated at age 65, multiplied by a fraction,
          the numerator of which is his Years of Service (up to a maximum
          of 35 Years of Service), and the denominator of which is 35.

          For  purposes of the Program, "Social Security  Primary
          Insurance  Amount" means the amount of  the  Employee's
          annual  primary old age insurance determined under  the
          Social   Security  Act  in  effect  at  the   date   of
          determination  and payable in accordance  with  (i)  or
          (ii) below.

               (i)  For benefits determined on or after age 65, payable for
                    the year following his date of retirement.

               (ii) For benefits determined before the Employee attains age
                    65, payable for the year following his retirement or death
                    (or which would be payable when he first would have become
                    eligible if he were then unemployed), assuming he will not
                    receive after retirement (or death) any income that would be
                    treated as wages for purposes of the Social Security Act.

          For purposes of determining the Social Security Benefit
          under  paragraphs  (i)  and (ii) above,  an  Employee's
          covered earnings under said Act for each calendar  year
          preceding  the Employee's first full calendar  year  of
          employment  shall  be  determined  by  multiplying  his
          covered   earnings  subsequent  to   the   year   being
          determined by the ratio of the average per worker total
          wages as reported by the Social Security Administration
          for  the calendar year being determined to such average
          for  the  calendar year subsequent to  the  year  being
          determined.

     (c)  An  Employee's  accrued  benefit  under  any  qualified
          defined  benefit  pension plan (as defined  in  Section
          414(j)  of  the  Internal  Revenue  Code  of  1986,  as
          amended) and any nonqualified pension plan with respect
          to  any  business  that  was acquired  by  the  Company
          ("Acquired Business"), (each such pension plan shall be
          referred to in this Paragraph (c) as a "Former  Plan"),
          shall  be  used for purposes of Section 3.1(b)  of  the
          Program if the Employee:

            (i)  was an employee of the Acquired Business on the date it
                 was acquired by the Company,

            (ii) became an employee of the Company as a result of the
                 acquisition of the Acquired Business, and

           (iii) was granted vesting service under any qualified defined
                 benefit pension plan (as defined in Section 414(j) of the
                 Internal Revenue Code of 1986, as amended) sponsored by the
                 Company, any domestic entity in which the Company owns
                 (directly or indirectly) a 50% or more interest, and any
                 other entity designated by the Company for service performed
                 while an employee of the Acquired Business.

        The  Employee's  accrued benefit under  the  Former  Plan
        shall  be determined as a life annuity payable as of  the
        date  of  determination, using the  Former  Plan's  early
        retirement factors, if applicable.

        Notwithstanding   anything  to  the  contrary   in   this
        Paragraph  (c),  if  the Committee  determines  that  the
        accrued benefit under a Former Plan cannot reasonably  be
        calculated  due to lack of information about  the  Former
        Plan  or otherwise, the provisions of this Paragraph  (c)
        shall not apply with respect to such Former Plan."

8.    Except as provided herein, the Program shall remain in full
force and effect.

IN WITNESS WHEREOF, the Company has caused this amendment to be
executed by its duly authorized representative on this 22 day of
March, 1999.

                          INGERSOLL-RAND COMPANY


                          By: /S/
                              Donald H. Rice
                              Vice President
                              Human Resources






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