FORM 10-Q
SECURITIES AND EXCHANGE COMMISSION
 Washington, D.C. 20549
X QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the quarterly period ended March 31, 1994 or
TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE
SECURITIES EXCHANGE ACT OF 1934
 For the transition period from to
Commission File Number 1-985
INGERSOLL-RAND COMPANY
 Exact name of registrant as specified in its charter

      New Jersey                                 13-5156640
State of incorporation                I.R.S. Employer Identification No.

      Woodcliff Lake, New Jersey                  07675
Address of principal executive offices           Zip Code	

(201) 573-0123
Telephone number of principal executive offices
Indicate by check mark whether the registrant (1) has filed all reports required to be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during the preceding 12 months (or for such shorter period that the registrant was required to file such reports), and (2) has been subject to such filing requirements for the past 90 days. Yes . X . No . . .
The number of shares of common stock outstanding as of April 29, 1994 was 105,463,740.

INGERSOLL-RAND COMPANY
FORM 10-Q

                                   INDEX

PART I.  FINANCIAL INFORMATION                                      Page

         Condensed Consolidated Balance Sheet at
         March 31, 1994 and December 31, 1993                         3

         Condensed Consolidated Income Statement for
         the three months ended March 31, 1994 and 1993               4

         Condensed Consolidated Statement of Cash Flows
         for the three months ended March 31, 1994 and 1993           5

         Notes to Condensed Consolidated Financial Statements        6-7

         Management's Discussion and Analysis of Financial
         Condition and Results of Operations                         8-12

         Exhibit 11 - Computations of Primary and
         Fully Diluted Earnings Per Share                           13-14

PART II. OTHER INFORMATION                                           15

SIGNATURES                                                           17	

                       PART I.  FINANCIAL INFORMATION

                           INGERSOLL-RAND COMPANY

                    CONDENSED CONSOLIDATED BALANCE SHEET
                               (in thousands)

                                   ASSETS
                                                 MARCH 31,    DECEMBER 31,
                                                   1994           1993
Current assets:
    Cash and cash equivalents                   $  227,406      $  227,993
    Marketable securities                            5,392           6,172
    Accounts and notes receivable, net of
       allowance for doubtful accounts             829,326         797,525
    Inventories                                    735,065         713,690
    Prepaid expenses and deferred taxes            170,839         156,780
       Total current assets                      1,968,028       1,902,160

Investments and advances:
    Dresser-Rand Company                           108,891         112,630
    Partially-owned equity companies               160,376         158,645
                                                   269,267         271,275

Property, plant and equipment, at cost           1,696,003       1,665,428
    Less - accumulated depreciation                816,854         790,284
       Net property, plant and equipment           879,149         875,144

Intangible assets, net                             104,252         105,855
Deferred income taxes                               83,970          90,913
Other assets                                       130,588         129,985

       Total assets                             $3,435,254      $3,375,332

                           LIABILITIES AND EQUITY
Current liabilities:
    Loans payable                               $  236,465      $  206,939
    Accounts payable and accruals                  821,244         817,385
       Total current liabilities                 1,057,709       1,024,324

Long-term debt                                     313,219         314,136
Postemployment liabilities                         516,258         515,787
Ingersoll-Dresser Pump Company minority interest   146,935         146,331
Other liabilities                                   25,285          24,929

Shareowners' equity:
    Common stock                                   218,271         217,879
    Other shareowners' equity                    1,157,577       1,131,946
       Total shareowners' equity                 1,375,848       1,349,825

       Total liabilities and equity             $3,435,254      $3,375,332	

See accompanying notes to condensed consolidated financial statements.

INGERSOLL-RAND COMPANY
CONDENSED CONSOLIDATED INCOME STATEMENT
 (in thousands except per share figures)

                                                  Three Months Ended
                                                       March 31,

                                                  1994          1993

NET SALES                                   $1,010,308      $952,105
Cost of goods sold                             775,924       728,042
Administrative, selling and service
  engineering expenses                         174,257       178,913
Operating income                                60,127        45,150
Interest expense                                11,871        13,878
Other income (expense), net                     (2,153)        1,424
Dresser-Rand income                              5,700         6,100
Ingersoll-Dresser Pump Company
  minority interest                                184          (315)
Earnings before income taxes                    51,987        38,481
Provision for income taxes                      18,975        13,853

Earnings for the period before
  the effect of accounting change               33,012        24,628
Effect of accounting change
  (Net of income tax benefit):
  - Postemployment benefits                         --       (21,000)

Net earnings                                $   33,012      $  3,628

Average number of common
  shares outstanding                           105,402       104,754

Net earnings per common share before
  the effect of accounting change               $ 0.31        $ 0.24

Effect of accounting change:
  - Postemployment benefits                         --         (0.20)

Net earnings per common share                   $ 0.31        $ 0.04

Dividends per common share                      $0.175        $0.175	

See accompanying notes to condensed consolidated financial statements.

INGERSOLL-RAND COMPANY
CONDENSED CONSOLIDATED STATEMENT OF CASH FLOWS
 (in thousands)

                                                  Three Months Ended
                                                       March 31,

                                                   1994         1993
Cash flows from operating activities:
  Net earnings                                 $ 33,012     $  3,628
  Adjustments to arrive at net cash
    provided by operating activities:
  Effect of accounting change                        --       21,000
  Depreciation and amortization                  31,811       30,917
  Equity earnings/loss, net of dividends         (5,846)      (9,165)
  Minority interests in earnings                     17       (3,322)
  Deferred income taxes                           6,943        1,402
  Other noncash items                                99        1,523
  Changes in other assets and
    liabilities, net                            (57,396)     (58,455)
    Net cash provided by (used in)
      operating activities                        8,640      (12,472)

Cash flows from investing activities:
  Capital expenditures                          (36,204)     (22,412)
  Proceeds from sales of property, plant
    and equipment                                 2,268        2,930
  Decrease in marketable securities                 796        7,108
  Cash invested in or advances to
    equity companies                              9,717       32,139
  Net cash (used in) provided by
    investing activities                        (23,423)      19,765

Cash flows from financing activities:
  Increase (decrease) in short-term
    borrowings                                   27,990      (10,818)
  Proceeds from long-term debt                    1,769      100,506
  Payments of long-term debt                     (1,035)     (68,585)
  Net change in debt                             28,724       21,103
  Dividends paid                                (18,453)     (18,340)
  Other                                           2,284        2,443
  Net cash provided by financing
    activities                                   12,555        5,206

Effect of exchange rate changes
on cash and cash equivalents                      1,641       (1,394)

Net (decrease) increase in cash and
  cash equivalents                                 (587)      11,105
Cash and cash equivalents -
  beginning of period                           227,993      216,832
Cash and cash equivalents - end of period      $227,406     $227,937	

See accompanying notes to condensed consolidated financial statements.

INGERSOLL-RAND COMPANY
NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS
Note 1 - In the opinion of management, the accompanying condensed
consolidated financial statements contain all adjustments (consisting only of normal recurring accruals) necessary to present fairly the consolidated unaudited financial position and results of operations for the three months ended March 31, 1994 and 1993.
Note 2 - Inventories of appropriate domestic manufactured inventories
of standard products are valued on the last-in, first-out (LIFO) method and all other inventories are valued using the first-in, first-out (FIFO) method. The composition of inventories for the balance sheets presented was as follows (in thousands):

                             March 31,     December 31,
                               1994            1993

Raw materials and supplies  $  125,037     $    121,083
Work-in-process                303,580          295,829
Finished goods                 474,053          462,677
                               902,670          879,589
Less - LIFO reserve            167,605          165,899
Total                       $  735,065     $    713,690	

Work-in-process inventories are stated after deducting customer progress payments of $17,391,000 at March 31, 1994 and $14,395,000 at December 31, 1993.
Note 3 - The company's investment in the Dresser-Rand partnership at
March 31, 1994 and December 31, 1993 was $138,989,000 and $133,867,000, respectively. The company owed Dresser-Rand $30,098,000 at March 31, 1994 and $21,237,000 at December 31, 1993.
Net sales of Dresser-Rand were $310.3 million for the three months ended March 31, 1994 and $268.7 million for the three months ended March 31, 1993; and gross profit was $49.1 million and $51.8 million, respectively. Dresser-Rand's net income for the three months ended March 31, 1994 was $11.6 million and $13.8 million for the three months ended March 31, 1993.

INGERSOLL-RAND COMPANY
NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS
 (continued)
Note 3 - Continued:
The summarized financial position of Dresser-Rand was as follows (in thousands):

                               March 31,     December 31,
                                 1994            1993

Current assets                $  454,962     $    489,122
Property, plant and
  equipment, net                 211,751          220,604
Other assets and investments      20,647           18,531
                                 687,360          728,257

Deduct:
Current liabilities              294,132          321,629
Noncurrent liabilities           190,006          188,211
                                 484,138          509,840
Net partners' equity
  and advances                $  203,222     $    218,417	

Note 4 - In February 1993, the company issued $100 million of notes
at 6 7/8% per annum, which are not redeemable prior to maturity in 2003. The proceeds from these notes were used to redeem $68 million of the company's outstanding 8.05% Debentures Due 2004 and for general corporate purposes.
Note 5 - On July 20, 1993, the company sold substantially all of its
underground coal-mining machinery assets to Long-Airdox Company. In connection with this sale, the company recorded a $5 million restructure of operations charge, during the 1993 second quarter.
Note 6 - Effective August 1, 1993, the company acquired the
Kunsebeck, Germany, needle and cylindrical bearing business of FAG Kugelfischer Georg Schafer AG of Schweinfurt, Germany.

INGERSOLL-RAND COMPANY
MANAGEMENT'S DISCUSSION AND ANALYSIS
OF FINANCIAL CONDITION AND
RESULTS OF OPERATIONS
First quarter 1994 net sales totalled $1.0 billion, 6.1 percent higher than the amount reported for the first three months of 1993. Operating income for the first quarter totalled $60.1 million, or approximately one-third higher than the amount reported for the comparable 1993 quarter.
The company reported net earnings of $33.0 million, or 31 cents per common share, for the first quarter of 1994. Net earnings for the first three months of 1993, before the effect of the retroactive adoption of an accounting change, totalled $24.6 million, or 24 cents per common share. The 1993 accounting change related to the company's adoption, effective January 1, 1993, of Statement of Financial Accounting Standards No. 112, "Employers' Accounting for Postemployment Benefits". The 1993 adoption of this statement resulted in a one-time after-tax charge of $21.0 million, or 20 cents per share. After considering this charge, the company reported net earnings of $3.6 million, or four cents per share for the three months ended March 31, 1993.
The ratio of cost of goods sold to sales for the first quarter of 1994 reflects a slight deterioration from 1993's first quarter primarily due to unabsorbed costs associated with the severe winter weather experienced by a number of the company's plants located in the Northeast, which were closed for periods up to one week during the early part of the quarter. The ratio of administrative, selling and service engineering expenses to sales during the first three months of 1994 decreased significantly over 1993's first quarter due to the combined effect of last year's restructuring activity at Ingersoll-Dresser Pump Company and the continued effect of the company's efforts from cost-containment programs.
There were no LIFO (last-in, first-out) inventory liquidations during the first quarter of 1994 or 1993.
Other income (expense), net, aggregated $2.2 million of net expense for the three months ended March 31, 1994. This represents a $3.6 million unfavorable change from the $1.4 million of income reported for the first quarter of 1993. The principal reasons for this change are:
o losses from foreign exchange activity totalled $1.1 million in the current quarter versus $391,000 in the comparable 1993 quarter; and,
o a reduction in equity earnings from partially-owned affiliated companies of approximately $3 million.

INGERSOLL-RAND COMPANY
MANAGEMENT'S DISCUSSION AND ANALYSIS
OF FINANCIAL CONDITION AND
RESULTS OF OPERATIONS
 (continued)
The company's pretax profits from its 49 percent interest in Dresser-Rand Company (another partnership between Dresser and the company) totalled $5.7 million for the first quarter of 1994, compared to $6.1 million for the three months ended March 31, 1993.
The Ingersoll-Dresser Pump Company's minority interest represents Dresser's interest in the operating results of IDP. The first quarter of 1994 reflects a benefit to the company of $184,000, which indicates that this joint venture produced a net loss at the partnership level of approximately $375,000 during the first three months of 1994. During the first quarter of 1993, the company recorded a charge to pretax earnings of approximately $315,000, which indicated that IDP generated net income at the partnership level of approximately $640,000 in the comparable 1993 period. It should be noted that despite a ten percent decrease in sales for the IDP venture for the first quarter of 1994 versus last year, benefits derived from cost-containment and restructuring programs helped to generate operating income during the first quarter of 1994 which was close to last year's level.
Interest expense for the first three months of the year decreased by $2.0 million from the $13.9 million incurred during the first quarter of 1993. This decrease is the composite result of lower outstanding debt and an overall lower effective interest rate in the first quarter of 1994 when compared to 1993.
The company's effective tax rates were 36.5 percent and 36.0 percent for the three months ended March 31, 1994 and 1993, respectively. These rates represent the company's forecast of its effective tax position for each year. The company's effective tax rate differs from the statutory rate of 35 percent mainly due to state income taxes and some foreign earnings being taxed at higher rates. The effective tax rate for the full year 1993 was 35.5 percent.
The results for the first quarter of the year benefitted from the combination of business improvements in most of the company's domestic markets including auto, housing and construction and a continued emphasis on cost-containment programs throughout the company. International business has generally reflected a modest increase during the first quarter of 1994 when compared to the first three months of last year. Incoming orders totalled $1,137.4 million and represents an increase of 5.7 percent over the 1993 first quarter total of $1,075.8 million. The Production Equipment Group and IDP were the only operations within the company which failed to report meaningful increases in first quarter bookings levels when compared to the first quarter of 1993. The company's backlog of orders at

INGERSOLL-RAND COMPANY
MANAGEMENT'S DISCUSSION AND ANALYSIS
OF FINANCIAL CONDITION AND
RESULTS OF OPERATIONS
 (continued)
March 31, 1994, believed by it to be firm, was approximately $1,032 million, which reflects an increase of $110 million over the December 31, 1993 balance. The company estimates that approximately 90 percent of the backlog will be shipped during the next twelve months.
Liquidity and Capital Resources
The company's financial position at March 31, 1994 did not change materially from December 31, 1993. In the first three months of 1994, working capital increased by approximately $32.5 million to $910.3 million at March 31, 1994 from December 31, 1993's balance of $877.8 million. The current ratio at March 31, 1994 was 1.9 to 1, which equalled the ratio at December 31, 1993.
The company's cash, cash equivalents and marketable securities decreased by $1.4 million during the first three months of 1994 to $232.8 million from $234.2 million at December 31, 1993. This decrease is the net effect of a general decrease in cash and cash equivalents of approximately $2.2 million, a $0.8 million decrease in marketable securities and a $1.6 million increase attributed to the effect of currency movements during the first quarter of the year.
Receivables totalled $829.3 million at March 31, 1994, which represents a $31.8 million increase from the $797.5 million reported at December 31, 1993. This increase is the net effect of a strong selling period towards the end of the first quarter offset by aggressive collection efforts and the effect of foreign currency translation during the first three months of 1994.
Inventories totalled $735 million at March 31, 1994, approximately $21 million higher than the December 31, 1993 level. The activity during the first quarter of 1994 represents the net effect of the normal first quarter build of domestic inventories increased slightly by the change in exchange rates on the international inventories.
Long-term debt, including current maturities, at the end of the first quarter, totalled $397 million, which approximated the year-end balance.
The company's March 31, 1994 debt-to-capital ratio was 29/71, which reflects a slight increase from the 28/72 ratio at December 31, 1993.

INGERSOLL-RAND COMPANY
MANAGEMENT'S DISCUSSION AND ANALYSIS
OF FINANCIAL CONDITION AND
RESULTS OF OPERATIONS
 (continued)
During the first three months of 1994, foreign currency adjustment resulted in a net increase of approximately $5 million in shareowners' equity, caused by the weakening of the U.S. dollar against other currencies. Currency changes in Italy, Australia, Singapore and Japan accounted for virtually 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.
Environmental Matters
Environmental matters at March 31, 1994 remain substantially unchanged from December 31, 1993. The company has been identified as a potentially responsible party in environmental proceedings brought under both the federal Superfund law and state remediation laws, involving 29 sites within the United States. For all sites, there are other potentially responsible parties and in most instances, the company's involvement is minimal. Although there is a possibility that a responsible party might have to bear more than its proportional share of site clean-up costs if other responsible parties fail to make contributions, the company has not yet had, and to date there is no indication that it will have, to bear more than its proportional share of clean-up costs at any site. The company also is engaged in site investigations and remedial activities to address environmental cleanup from past operations at current and former manufacturing facilities. Although uncertainties regarding environmental technology, state and federal regulations, insurance coverage and individual site information make estimating the liability difficult, management believes that the total liability for the cost of environmental remediation will not have a material effect on the financial condition or the results of operations of the company.
Review of Business Segments
The Standard Machinery Segment reported sales of $319.2 million for the first three months of 1994, an increase of 7.5 percent from last year's first quarter. The segment's operating income for the quarter totalled $22.9 million and represents a 67.2 percent increase over the $13.7 million reported for 1993's first quarter. The increase in sales is attributed to a double-digit improvement in domestic markets combined with a slight improvement in international business. The domestic increase in sales volume is more pronounced when you adjust 1993's first quarter sales for underground coal mining equipment, which was sold effective June 30, 1993. The Air Compressor and Construction and Mining groups reported marked improvements in their operating income margins, the result of improved domestic operations and continued benefits from cost- containment programs.

INGERSOLL-RAND COMPANY
MANAGEMENT'S DISCUSSION AND ANALYSIS
OF FINANCIAL CONDITION AND
RESULTS OF OPERATIONS
 (continued)
Engineered Equipment Segment's sales for the first quarter of 1994 totalled $203.5 million, down 9.2 percent from the $224.0 million reported for the first three months of 1993. The segment reported an operating loss of $1.8 million for the first quarter of 1994, as compared to $0.8 million of operating income in last year's first quarter. Sales from Ingersoll-Dresser Pump Company declined by approximately ten percent both domestically and internationally from the amounts reported for the first three months of 1993. Benefits derived from cost-containment and restructuring programs, however, helped to generate operating income during the first quarter of the year which was close to last year's level.
Process Systems Group's sales were also approximately ten percent below 1993's first quarter due to the continued depressed conditions in the pulp and paper industry. The reduced volume caused the group to report an operating loss for the quarter.
The Bearings, Locks and Tools Segment reported sales of $487.6 million for the first quarter of 1994, which is 13.1 percent above last year's first quarter total of $431.3 million. Operating income totalled $47.4 million, which was significantly higher than the $38.2 million of operating income reported by the segment for the first three months of 1993.
An increase in demand for automotive-related products and for general industrial products caused higher sales and operating income in the Bearings and Components Group when compared to last year's first quarter. However, the group's operating results for the quarter were adversely affected by the lack of profitability generated from its plant in Kunsebeck, Germany, which was acquired in the latter part of 1993 from FAG.
Increases in housing related markets coupled with market share penetration produced higher sales and operating income from the Door Hardware Group in the first quarter of 1994 when compared to last year's performance.
The Production Equipment Group's sales increased slightly over their prior year level. However, the group's first quarter operating income and operating income margin improved notably over the levels reported for the first three months of 1993 based on an improving domestic market and cost-containment benefits.

PART I - EXHIBIT 11
Page 1 of 2
INGERSOLL-RAND COMPANY
COMPUTATIONS OF PRIMARY AND FULLY DILUTED EARNINGS PER SHARE
 (in thousands except per share figures)

                                                 Three Months Ended
                                                      March 31,
                                                   1994        1993

PRIMARY EARNINGS PER SHARE (NOTE 1):
Earnings before effect of accounting change    $ 33,012    $ 24,628
Effect of accounting change:
  - Postemployment benefits                          --     (21,000)

Net earnings applicable to common stock        $ 33,012    $  3,628

Average number of common shares outstanding     105,402     104,754

PRIMARY EARNINGS PER SHARE:
Earnings before effect of accounting change       $0.31      $ 0.24
Effect of accounting change:
  - Postemployment benefits                          --       (0.20)

Primary earnings per share                        $0.31      $ 0.04

FULLY DILUTED EARNINGS PER SHARE (NOTE 2):(*)
Earnings before effect of accounting change    $ 33,012    $ 24,628
Effect of accounting change:
  - Postemployment benefits                          --     (21,000)

Net earnings applicable to common stock        $ 33,012    $  3,628

Adjusted shares:
Average number of common shares outstanding     105,402     104,754
Number of common shares issuable
  assuming exercise under incentive
  stock plans                                       453         524
Average number of outstanding shares,
  as adjusted for fully diluted earnings
  per share calculations                        105,855     105,278

FULLY DILUTED EARNINGS PER SHARE:
Earnings before effect of accounting change       $0.31       $0.23
Effect of accounting change:
  - Postemployment benefits                          --       (0.20)

Fully diluted earnings per share                  $0.31      $ 0.03	

(*) This calculation is presented in accordance with the Securities Exchange Act of 1934, although it is not required disclosure under APB Opinion No. 15.
See accompanying notes to computations of primary and fully diluted earnings per share.

PART I - EXHIBIT 11
Page 2 of 2
INGERSOLL-RAND COMPANY
NOTES TO COMPUTATIONS OF PRIMARY AND FULLY DILUTED
EARNINGS PER SHARE
Note 1 - Shares issuable under outstanding stock plans, applying the
"Treasury Stock" method, have been excluded from the computation of primary earnings per share since such shares were less than 1% of common shares outstanding.
2 - Net earnings per share of common stock computed on a fully diluted basis are based on the average number of common shares outstanding during each year after adjustment for individual securities which may be dilutive. Securities entering into consideration in making this calculation are common shares issuable under employee stock plans. Employee stock options outstanding are included in the calculation of fully diluted earnings per share by applying the "Treasury Stock" method quarterly. Such calculations are made using the higher of the average month-end market prices or the market price at the end of the quarter, in order to reflect the maximum potential dilution.

INGERSOLL-RAND COMPANY
PART II - OTHER INFORMATION
Item 6 - Exhibits and Reports on Form 8-K
a.) Exhibits
The exhibits listed on the accompanying index to exhibits on page 16 are filed as part of this Form 10-Q Quarterly Report.
b.) Reports on Form 8-K
None.

INGERSOLL-RAND COMPANY
INDEX TO EXHIBITS
 (Item 6(a))

          Description                              Page

12        Computations of Ratios of
          Earnings to Fixed Charges                18-19	

INGERSOLL-RAND COMPANY
SIGNATURES
Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned thereunto duly authorized.
INGERSOLL-RAND COMPANY
 (Registrant)

Date    May 13, 1994            /S/ T.F. McBride
                               T.F. McBride, Senior Vice
                               President & Chief Financial Officer	

Principal Financial Officer

Date    May 13, 1994            /S/ R.A. Spohn
                               R.A. Spohn, Controller -
                               Accounting and Reporting	

Principal Accounting Officer

                                        INGERSOLL-RAND COMPANY                         EXHIBIT 12
                          COMPUTATIONS OF RATIOS OF EARNINGS TO FIXED CHARGES          Page 1 of 2
                                     (Dollar Amounts in Thousands)
                                                               (2) Years Ended December 31
Fixed charges:                                     1993         1992        1991        1990      1989
  Interest expense............................ $ 55,764    $  64,698    $ 64,476    $ 71,663  $ 44,049
  Amortization of debt discount and expense...      688          288         265         255       255
  Rentals (one-third of rentals)..............   19,425       20,846      21,229      20,599    17,410
  Capitalized interest........................    3,103        3,460       4,640       4,197     4,336
Total fixed charges........................... $ 78,980    $  89,292    $ 90,610    $ 96,714  $ 66,050

Net earnings (loss)........................... $142,524    $(234,406)   $150,589    $185,343  $210,751
Add:   Minority income (loss) of majority-
         owned subsidiaries...................   13,571      (33,155)      1,938       2,232     1,304
       Taxes on income........................   90,000       67,400      84,600      99,800   100,374
       Fixed charges..........................   78,980       89,292      90,610      96,714    66,050
       Effect of accounting changes...........   21,000      350,000          --          --        --
Less:  Capitalized interest...................    3,103        3,460       4,640       4,197     4,336
       Undistributed earnings (losses) from
         less than 50% owned affiliates.......   39,933       16,603      13,523       3,327     6,036
Earnings available for fixed charges ......... $303,039    $ 219,068    $309,574    $376,565  $368,107

Ratio of earnings to fixed charges ...........     3.84(1)      2.45(3)     3.42(4)     3.89      5.57
Undistributed earnings (losses) from less
    than 50% owned affiliates:
  Equity in earnings (losses)................. $ 42,077    $  17,865    $ 14,768    $  4,187  $  6,903
    Less:  Dividends paid ....................    2,144        1,262       1,245         860       867
  Undistributed earnings (losses) from
    less-than 50% owned affiliates............ $ 39,933    $  16,603    $ 13,523    $  3,327  $  6,036

(1)   The  1993 calculation  includes the  effect of  the  $5 million  pretax charge  relating to  the
      restructure of the company's underground  mining machinery business.  Excluding this amount, the
      ratio would have been 3.90.
(2)   The company's  portion of the  earnings and fixed charges  of the Dresser-Rand  Company (a joint
      venture formed  effective January 1,  1987 with Dresser  Industries, Inc.)  are included through
      September 30,  1992.   Effective  October  1, 1992,  the  company's ownership  interest  in  the
      Dresser-Rand Company was reduced from 50% to 49%.
(3)   The 1992 calculation  includes (i) the effect of the  $10 million pretax charge  relating to the
      restructure  of the company's  aerospace bearings business and  (ii) the full  effect of the $70
      million pretax restructure of operations  charge relating to the Ingersoll-Dresser Pump Company.
      Excluding the 1992 restructure charges the ratio would have been 3.35.
(4)   The  1991 ratio includes the $7.1 million  net pretax benefit from  a restructure of operations.
      Excluding this amount the ratio would have been 3.34.	

EXHIBIT 12
Page 2 of 2
INGERSOLL-RAND COMPANY
COMPUTATIONS OF RATIOS OF EARNINGS TO FIXED CHARGES
 (Dollar Amounts in Thousands)

For the Three Months Ended March 31, 1994

Fixed charges:
  Interest expense  . . . . . . . . . . . . . . .      $12,697
  Amortization of debt discount and expense . . .          120
  Rentals (one-third of rentals)  . . . . . . . .        5,327
  Capitalized interest  . . . . . . . . . . . . .          600
Total fixed charges . . . . . . . . . . . . . . .      $18,744

Net earnings  . . . . . . . . . . . . . . . . . .      $33,012
Add:  Minority income (loss) of majority-
        owned subsidiaries  . . . . . . . . . . .           17
      Taxes on income . . . . . . . . . . . . . .       18,975
      Fixed charges . . . . . . . . . . . . . . .       18,744
Less: Capitalized interest  . . . . . . . . . . .          600
      Undistributed earnings (losses) from
        less than 50% owned affiliates  . . . . .        7,204
Earnings available for fixed charges  . . . . . .      $62,944

Ratio of earnings to fixed charges  . . . . . . .         3.36

Undistributed earnings (losses) from less
  than 50% owned affiliates:
  Equity in earnings (losses) . . . . . . . . . .      $ 7,486
    Less:  Dividends paid . . . . . . . . . . . .          282
  Undistributed earnings (losses) from
    less-than 50% owned affiliates  . . . . . . .      $ 7,204