SECURITIES AND EXCHANGE COMMISSION
 Washington, D.C. 20549

SCHEDULE TO/A
 Tender Offer Statement
Under Section 14(d)(1) or 13(e)(1) of the Securities Exchange Act of
1934

AMENDMENT NO. 3
Hussmann International, Inc.
 (Name of Subject Company (Issuer))

Ingersoll-Rand Company
and
IR Merger Corporation
(Names of Filing Persons (Offerors))
Common Stock, par value $.001 per share
(Title of Class of Securities)
448110106
(CUSIP Number of Class of Securities)

Patricia Nachtigal, Esq.
Vice President and General Counsel
Ingersoll-Rand Company
World Headquarters
200 Chestnut Ridge Road
Woodcliff Lake, New Jersey 07675
(201) 573-0123
(Name, Address and Telephone Number of Person Authorized
to Receive Notices and Communications on Behalf of Filing Persons)

                                    Copy to:
                              James M. Cotter, Esq.
                              Mario A. Ponce, Esq.
                           Simpson Thacher & Bartlett
                              425 Lexington Avenue
                          New York, New York 10017-3954
                                 (212) 455-2000

                            CALCULATION OF FILING FEE

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  TRANSACTION VALUATION*                       AMOUNT OF FILING FEE
  ----------------------                       --------------------
      $1,552,358,487                                 $310,471.70
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                                                                              2	

* Based on the offer to purchase all of the outstanding shares of Common Stock of the Subject Company at $29.00 cash per share and 50,593,522 shares of Common Stock outstanding as of May 8, 2000 and 2,936,081 shares of Common Stock represented by currently exercisable stock options.

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/X/ Check the box if any part of the fee is offset as provided by Rule 0-11(a)(2) and identify the filing with which the offsetting fee was previously paid. Identify the previous filing by registration statement number, or the Form or Schedule and the date of its filing.
Amount Previously Paid: $311,193.36
Form or Registration No: Schedule TO
Filing Party: Ingersoll-Rand Company and IR Merger Corporation
Date Filed: May 16, 2000
/ / Check the box if the filing relates solely to preliminary communications made before the commencement of a tender offer.
Check the appropriate boxes below to designate any transactions to which the statement relates:
/X/ third-party tender offer subject to Rule 14d-1.
/ / issuer tender offer subject to Rule 13e-4.
/ / going-private transaction subject to Rule 13e-3.
/ / amendment to Schedule 13D under Rule 13d-2.
Check the following box if the filing is a final amendment reporting the results of the tender offer: / /

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This Amendment No. 3 amends and supplements the Tender Offer Statement on Schedule TO ("Schedule TO") filed on May 16, 2000 and amended by Amendment No. 1 thereto filed on May 30, 2000 and Amendment No. 2 thereto filed on June 6, 2000 relating to the offer by IR Merger Corporation (the "Purchaser"), a Delaware corporation, and a wholly-owned subsidiary of Ingersoll-Rand Company ("Parent"), a New Jersey corporation, to purchase all of the issued and outstanding shares of common stock, par value $.001 per share (the "Common Stock"), of Hussmann International, Inc. (the "Company"), a Delaware corporation, including the associated preferred stock purchase rights issued pursuant to the Amended and Restated Rights Agreement, dated as of July 15, 1999, by and between the Company and First Chicago Trust Company of New York, as Rights Agent (together with the Common Stock, the "Shares"), at a price of $29.00 per Share, net to the seller in cash, without interest thereon, upon the terms and subject to the conditions set forth in the Offer to Purchase, dated May 16, 2000 (the "Offer to Purchase"), and in the related Letter of Transmittal (which, as they may be amended and supplemented from time to time, together constitute the "Offer").
All capitalized terms used herein and not defined herein shall have the meanings set forth in the Offer to Purchase.
ITEM 11. ADDITIONAL INFORMATION.
Item 11(b) of the Schedule TO is hereby amended and supplemented as
follows:
On June 13, 2000, Parent announced that it received all material regulatory approvals and clearances necessary to consummate the Offer and the Merger. Purchaser expects to consummate the Offer, subject to the terms thereof, on the Expiration Date, which is currently 12:00 midnight, New York City time, on Tuesday, June 13, 2000, unless the Offer is extended.
ITEM 12. EXHIBITS.
A copy of the press release, dated June 13, 2000, announcing Parent's receipt of all material regulatory approvals and clearances necessary to consummate the Offer and the Merger is attached hereto as Exhibit (a)(13) and is incorporated herein by reference.
Item 12 of the Schedule TO is hereby amended and supplemented as
follows:

Exhibit (a)(13)  Press Release issued by Ingersoll-Rand Company,
                 dated June 13, 2000, announcing its receipt of
                 all material regulatory approvals and clearances
                 necessary to consummate the Offer and the Merger.	

SIGNATURE
After due inquiry and to the best of my knowledge and belief, I certify that the information set forth in this statement is true, complete and correct.

Dated: June 13, 2000                          Ingersoll-Rand Company

                                              By: /s/ Patricia Nachtigal
                                                 ------------------------------
                                                 Name:  Patricia Nachtigal
                                                 Title: Vice President and
                                                        General Counsel

Dated: June 13, 2000                           IR Merger Corporation

                                              By: /s/ Patricia Nachtigal
                                                 ------------------------------
                                                 Name:  Patricia Nachtigal
                                                 Title: Vice President and
                                                        Assistant Secretary	

Contact: Paul Dickard (Media Contact)
(201) 573-3120
Joseph Fimbianti (Analyst Contact) (201) 573-3113

INGERSOLL-RAND RECEIVES ALL MATERIAL REGULATORY APPROVALS
NECESSARY TO ACQUIRE HUSSMANN INTERNATIONAL
Woodcliff Lake, N.J., June 13, 2000--Ingersoll-Rand today announced that it has obtained all material regulatory approvals and clearances necessary to consummate the tender offer for the purchase of shares of Hussmann International, Inc. The tender offer is scheduled to expire at 12:00 midnight tonight, New York City time.
As previously announced, IR Merger Corporation, a wholly-owned subsidiary of IR, has offered to purchase all of the outstanding shares of Hussmann. The tender offer is subject to certain conditions, including at least a majority of Hussmann's outstanding shares, on a fully diluted basis, being tendered and not withdrawn prior to the expiration of the offer.
IR is a major diversified industrial equipment and components manufacturer serving the global growth markets of Climate Control, Industrial Productivity, Infrastructure Development and Security and Safety. Further information on IR can be found on the company's World Wide Web site at WWW.INGERSOLL-RAND.COM.
# # #
Hussmann International, Inc., shareholders are advised to read the tender offer statement regarding the acquisition of Hussmann International, Inc., referenced in this press release, which was filed by IR Merger Corporation and Ingersoll-Rand Company with the U.S. Securities and Exchange Commission and the related solicitation/recommendation statement which was filed by Hussmann International, Inc., with the Commission. The tender offer statement (including an offer to purchase, letter of transmittal and related tender offer documents) and the solicitation/recommendation statement contain important information which should be read carefully before any decision is made with respect to the offer. These documents will be made available to all shareholders of Hussmann International, Inc., at no expense to them, by contacting the information agent, Georgeson Shareholders Communications Inc. Shareholders in the U.S. and Canada please call (800) 223-2064; shareholders outside the U.S. and Canada please call collect 011-44-207-335-7296. These documents are also available at no charge at the SEC's website at www.sec.gov.