UNITED STATES
                    SECURITIES AND EXCHANGE COMMISSION
                          WASHINGTON, D.C.  20549



                                FORM 8-K/A



                              CURRENT REPORT



        Pursuant to Section 13 or 15 (d) of the Securities Exchange
                                Act of 1934



     Date of Report (Date of earliest event reported) February 9, 2001


                          INGERSOLL-RAND COMPANY
          (Exact name of registrant as specified in its charter)


    New Jersey                     1-985                      13-5156640
(State of incorporation)   (Commission File Number)      (I.R.S. Employer
                                                       Identification No.)


 Woodcliff Lake, New Jersey                                    07677
(Address of principal executive offices)                    (Zip Code)




     Registrant's telephone number, including area code (201) 573-0123

                          INGERSOLL-RAND COMPANY


Item 5.        OTHER EVENTS

               This amendment to the Form 8-K filed February 9, 2001 is
               being filed with the Securities Exchange Commission by
               Ingersoll-Rand Company for the purpose of filing Exhibit
               23 - Consent of PricewaterhouseCoopers LLP.

EXHIBITS

       23)          Consent of PricewaterhouseCoopers LLP





                       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 February 21, 2001         /S/ S.R. Shawley
                               Steven R. Shawley
                               Vice President and Controller
                              (Principal Accounting Officer)