8-K

               SECURITIES AND EXCHANGE COMMISSION

                     Washington, D.C. 20549





                            FORM 8-K
                         CURRENT REPORT

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


Date of Report (Date of earliest event reported): October 16, 2001



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



    New Jersey              1-985                 13-5156640
(State  or  other        (Commission            (IRS Employer
  jurisdiction           File Number)        Identification No.)
of incorporation)



           200 Chestnut Ridge Road
        Woodcliff Lake, New Jersey 07677         07677
   (Address of principal executive offices)    (ZIP Code)


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


Item 5.  Other Events

     On October 16, 2001, Ingersoll-Rand Company (the "Company")
issued the press release attached hereto as Exhibit 99.1


Item 7.  Financial Statements and Exhibits

(c)  Exhibits.

      Exhibit
      Number          Description

      99.1     --     Press Release, dated October 16, 2001,
                      issued by Ingersoll-Rand Company.




                           SIGNATURES

     Pursuant to the requirements of the Securities Exchange Act
of 1934, as amended, the registrant has duly caused this report
to be signed on its behalf by the undersigned, thereunto duly
authorized.


                     INGERSOLL-RAND COMPANY



Date:  October 16, 2001             By:  /s/ Patricia Nachtigal
                                    Patricia Nachtigal
                                    Senior Vice President and
                                    General Counsel


                          EXHIBIT INDEX


      Exhibit
      Number          Description

      99.1     --     Press Release, dated October 16, 2001,
                      issued by Ingersoll-Rand Company.

EX-99.1 CHARTER

EXHIBIT 99.1


Paul A. Dickard (Media Contact)
(201) 573-3120

Joe Fimbianti (Analyst Contact)
(201) 573-3113


     INGERSOLL-RAND'S BOARD OF DIRECTORS APPROVES
      CHANGE IN PLACE OF INCORPORATION TO BERMUDA

  - PROPOSED CHANGE TO ENHANCE GROWTH AND CASH FLOW -

WOODCLIFF LAKE, N.J., October 16, 2001 - Ingersoll-Rand
Company (NYSE: IR), a leading diversified industrial firm,
today announced that its board of directors has approved a
plan to change its place of incorporation from New Jersey to
Bermuda.  Under the plan, Ingersoll-Rand Company Limited, a
newly formed Bermuda corporation, will become the parent
company of Ingersoll-Rand Company.  The proposal is subject
to approval by IR shareholders.

  "Incorporation in Bermuda will enable IR to realize a
variety of business, financial and strategic benefits," said
Herbert L. Henkel, chairman, president and chief executive
officer.  "Specifically, we will enhance our global
competitive position; create a more favorable corporate
structure for worldwide expansion of our current business;
improve expected cash flow for use in investing in further
earnings growth and in reducing the amount of our debt;
reduce our worldwide effective tax rate; enable implementing
our business strategy more effectively; and expand our
investor base.

  "We have been planning this change for nearly a year, and
we look forward to quickly achieving the benefits of
incorporation in Bermuda.  Of note, the change will not
affect the day-to-day operations of the company, and IR will
continue to maintain its corporate headquarters in New
Jersey."

  A special meeting of shareholders of Ingersoll-Rand
Company has been called to vote on the proposed plan.
Notice of the special meeting, to be held in mid-December,
and a proxy statement/prospectus describing the change will
be mailed to all Ingersoll-Rand Company shareholders.  A
registration statement for Ingersoll-Rand Company Limited
and the proposed proxy statement/prospectus has been filed
with the Securities and Exchange Commission (SEC) and is
available at the SEC's Web site, www.sec.gov.  When finalized,
these documents will be available at the SEC's Web site as well
as Ingersoll-Rand's Web site, www.irco.com.

  Upon completion, which is expected December 31, 2001,
all shares of Ingersoll-Rand common stock will automatically
convert into shares of the Bermuda company, Ingersoll-Rand
Company Limited, and will essentially have the same
attributes as before the conversion.  Ingersoll-Rand Company
Limited shares will be listed on the New York Stock Exchange
under the symbol IR, the same symbol under which the
company's stock currently trades.

  IR will hold a conference call on Thursday, October 18,
at 11:00 a.m., Eastern Standard Time, to discuss its third
quarter earnings and the company's plan to change its place
of incorporation.  A real-time, listen-only webcast of the
conference call will be broadcast live over the Internet.
Individuals wishing to listen can access the call through
the company's website at www.irco.com.  Listeners should go
to the website at least 15 minutes before the live
conference call to download presentation slides and install
any necessary audio software.  For those unable to listen to
the live event, a replay will be available soon after the
conference call on IR's website or, by telephone beginning
approximately at 3:00 p.m. EST on October 18, 2001, by
dialing (719)457-0820, passcode 557807.  The replay by
telephone will be available until October 25, 2001.

                            # # #

This news release includes "forward-looking statements" that
involve risks and uncertainties.  Political, economic,
climatic, currency, tax, regulatory, technological,
competitive and other factors could cause actual results to
differ materially from those anticipated in the forward-
looking statements.  Additional information regarding these
risk factors and uncertainties is detailed from time to time
in the company's SEC filings, including but not limited to
its report on Form 10-Q for the three months ended June 30,
2001.

IR is a leading innovation and solutions provider for the
major global markets of Security and Safety, Climate
Control, Industrial Productivity and Infrastructure.  The
company's diverse product portfolio encompasses such leading
industrial and commercial brands as Schlage locks and
security solutions; Thermo King transport temperature
control equipment; Hussmann commercial and retail
refrigeration equipment; Bobcat compact equipment; Club Car
golf cars and utility vehicles; Torrington bearings and
components; PowerWorks microturbines; and Ingersoll-Rand
industrial and construction equipment. In addition, IR
offers products and services under many more premium brands
for customers in industrial and commercial markets.  Further
information on IR can be found on the company's Web site at
www.irco.com.