INGERSOLL RAND CO
EXHIBIT 10III (U) - MICHAEL D. RADCLIFF
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<TYPE>EX-10
<SEQUENCE>8
<FILENAME>ex-10u.txt
<DESCRIPTION>EXHIBIT 10III (U) - MICHAEL D. RADCLIFF
<TEXT>

				                      Exhibit 10 (iii)(u)










December 27, 2000

Mr. Michael D. Radcliff

Dear Michael:

I am pleased to offer you the position of Senior Vice
President of Ingersoll-Rand Company, President, E-Business &
Chief Technology Officer reporting to me. You will be
nominated for election to Senior Vice President, Ingersoll
Rand Company at the February meeting of the Compensation and
Nominating Committee of our Board of Directors (the
"Committee").

The following is an outline of our offer:

1.  Your starting base salary will be at an annual rate of
    $350,000 paid monthly.

2.  You will be eligible for an annual incentive opportunity
    targeted at 70% of salary depending upon your performance and
    Ingersoll-Rand Company performance.

3.  Upon relocation to North Carolina, you will receive a
    $100,000 relocation support payment.

4.  You will be recommended for an award of 40,000 (forty
    thousand) non-qualified stock options. All stock option
    awards vest over a three-year period, one third each year.
    This award is subject to approval by the Compensation and
    Nominating Committee (the "Committee") of Ingersoll-Rand's
    Board of Directors and to the terms and conditions of awards
    made under our Incentive Stock Plan.  Your award
    recommendation will be considered by the Committee at their
    first meeting following your first day of employment. These
    options will be priced at the Fair Market Value of Ingersoll-
    Rand stock, at the stock market close on the day following
    approval by the Committee.  Thereafter, you will be
    considered a full participant and be eligible to receive
    awards, at a target of 40,000 stock options, under the plan
    in future years as administered by the Committee.

    Upon acceptance of this offer and commencement of
    employment, the Company will recommend that the Committee
    award you 5,000 performance shares for 2001. These
    performance shares vest according to achievement of
    Ingersoll-Rand earnings per share (EPS) growth targets
    and sector operating income goals. These shares are
    distributed February following the Board's approval of
    the Company EPS performance. In subsequent years, you
    will be eligible for additional annual awards of similar
    value with qualifying criteria set at the time of each
    award.

4.  You will be eligible for the complete program of
    employee benefits offered to all Ingersoll-Rand salaried
    employees in accordance with the terms and conditions of
    those plans.   Please note that your medical and life
    insurance coverage with Ingersoll-Rand will commence on the
    first day of the month following employment.

    Further, as an Officer of the Company, you will be
    nominated for membership in the company's Elected Officer
    Supplemental (Pension) Plan, under the terms and
    conditions of that plan.

5.  The Company will recommend to the Committee that you be
    offered a standard officer's change of control agreement.

6.  You will be entitled to paid vacation in accordance with
    company policy, which in your case is four weeks per calendar
    year.

7.  If applicable, you will be eligible for the company's
    Relocation Program, a copy of which is enclosed.

8.  You will be provided a company car in accordance with
    our company car policy.

9.  You will be eligible for the company's Executive Health
    Program.

10. You will be eligible for the company's Tax, Estate and
    Financial Planning service provided by Ayco Corporation to
    Officers.

11. In the event of an involuntary termination from
    Ingersoll-Rand for other than gross cause, the Company will
    provide a severance payment of twelve months base salary and
    twelve months medical and dental benefits.

12. This offer is conditional upon satisfactorily passing a
    drug test, finalization of our reference checking and
    fulfilling the requirements of the Immigration Reform and
    Control Act of 1986.

Michael, we all believe that you can make a significant contribution
in this new role and would very much like to have you on our
executive team.

In the meantime, please contact Gillian Scholes (201/573 3009) or
myself if you have any questions.

Sincerely,


/s/ Herbert L. Henkel
Herbert L. Henkel
Chairman, President and Chief Executive Officer



cc:  R. C. Butler
     G. Scholes

Offer Accepted By:



/s/ Michael D. Radcliff  Date:   January 12, 2001
Michael D. Radcliff
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