EXHIBIT 10.24

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


       WHEREAS,   Ingersoll-Rand  Company,  a   New   Jersey
corporation  adopted  the  Ingersoll-Rand  Company   Elected
Officers  Supplemental  Program,  as  amended  and  restated
effective March 3, 1999 (the "Plan"); and

      WHEREAS, Ingersoll-Rand Company reserved the right  at
any  time  and  from  time to time  to  amend  the  Plan  in
accordance with Section 8.1 of the Plan; and

     WHEREAS, Ingersoll-Rand Company, acting on authority of
its  Board of Directors and shareholders, desires  to  amend
the Plan.

     NOW,  THEREFORE,  the  Plan shall  be  amended  in  the
following respects effective as of the date hereof  or  such
other dates as noted below:

     1.    Section  1.3 of the Plan, "Change in Control"  is
hereby amended by adding the following to the end thereof:

           "Notwithstanding any other provision in this Plan
to  the  contrary, none of the transactions contemplated  by
the  Merger  Agreement that are undertaken by (i) Ingersoll-
Rand  Company  or  its affiliates prior  to  or  as  of  the
Effective Time or (ii) Ingersoll-Rand Company Limited or its
affiliates  on and after the Effective Time, shall  trigger,
constitute or be deemed a `Change in Control'.  On and after
the Effective Time, the term `Change in Control' shall refer
solely  to  a `Change in Control' of Ingersoll-Rand  Company
Limited."

      2.    Article 1 of the Plan is amended to include  the
following    new   definitions   in   proper    alphabetical
progression:

           "1.6A  `Effective Time' means the Effective  Time
as such term is defined in the Merger Agreement."


           "1.10A   `Merger  Agreement' means  that  certain
Agreement  and Plan of Merger among the Company,  Ingersoll-
Rand Company Limited, and IR Merger Corporation dated as  of
October 31, 2001, pursuant to which the Company will  become
an   indirect   wholly-owned  subsidiary  of  Ingersoll-Rand
Company Limited."

3.    Except  as  specifically set forth herein,  all  other
terms of the Plan shall remain in full force and effect.

     IN  WITNESS WHEREOF, Ingersoll-Rand Company has had its
duly  authorized  representative  sign  this  Amendment   on
December 31, 2001.

                         INGERSOLL-RAND COMPANY


                         By:  /S/
                              Ronald G. Heller
                              Vice President and Secretary