FORM 3

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 INITIAL STATEMENT OF BENEFICIAL OWNERSHIP OF SECURITIES Filed pursuant to Section 16(a) of the Securities Exchange Act of 1934, Section 17(a) of the Public Utility Holding Company Act of 1935 or Section 30(h) of the Investment Company Act of 1940

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(Print or Type Responses)

1. Name and Address of Reporting Person *   Pedtke Richard F 2. Date of Event Requiring Statement (Month/Day/Year) 05/01/2005 3. Issuer Name and Ticker or Trading Symbol INGERSOLL RAND CO LTD [IR] (Last) (First) (Middle) INGERSOLL-RAND COMPANY, 155 CHESTNUT RIDGE ROAD 4. Relationship of Reporting Person(s) to Issuer (Check all applicable) _____ Director _____ 10% Owner __X__ Officer (give title below) _____ Other (specify below) Senior Vice President 5. If Amendment, Date Original Filed(Month/Day/Year) (Street) MONTVALE, NJ 07645 6. Individual or Joint/Group Filing(Check Applicable Line) _X_ Form filed by One Reporting Person ___ Form filed by More than One Reporting Person (City) (State) (Zip) Table I - Non-Derivative Securities Beneficially Owned

1.Title of Security (Instr. 4) 2. Amount of Securities Beneficially Owned (Instr. 4) 3. Ownership Form: Direct (D) or Indirect (I) (Instr. 5) 4. Nature of Indirect Beneficial Ownership (Instr. 5) Class A Common Shares (1) 1,872 I By Plan Trustee

Reminder: Report on a separate line for each class of securities beneficially owned directly or indirectly.			SEC 1473 (7-02)
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Table II - Derivative Securities Beneficially Owned (e.g., puts, calls, warrants, options, convertible securities)

1. Title of Derivative Security (Instr. 4)	2. Date Exercisable and Expiration Date (Month/Day/Year)		3. Title and Amount of Securities Underlying Derivative Security (Instr. 4)		4. Conversion or Exercise Price of Derivative Security	5. Ownership Form of Derivative Security: Direct (D) or Indirect (I) (Instr. 5)	6. Nature of Indirect Beneficial Ownership (Instr. 5)
	Date Exercisable	Expiration Date	Title	Amount or Number of Shares
Phantom Stock Units (Def Comp)	  (2)	  (2)	Class A Common Shares	1,328	$ (2)	D	Â
Stock Option (right to buy)	  (3)	02/04/2013	Class A Common Shares	7,750	$ 39.05	D	Â
Stock Option (right to buy)	  (4)	02/03/2014	Class A Common Shares	17,410	$ 64.37	D	Â
Stock Option (right to buy)	  (5)	02/01/2015	Class A Common Shares	23,000	$ 77.37	D	Â
Stock Option (right to buy)	  (6)	01/01/2012	Class A Common Shares	11,250	$ 41.81	D	Â
Stock Option (right to buy)	  (6)	01/01/2011	Class A Common Shares	15,000	$ 40.53	D	Â
Stock Option (right to buy)	  (6)	02/03/2008	Class A Common Shares	3,750	$ 42.31	D	Â
Stock Option (right to buy)	  (6)	02/06/2011	Class A Common Shares	170	$ 44.23	D	Â
Stock Option (right to buy)	  (6)	02/02/2009	Class A Common Shares	5,000	$ 49.09	D	Â
Stock Option (right to buy)	  (6)	01/02/2010	Class A Common Shares	5,000	$ 53.03	D	Â

Reporting Owners

Reporting Owner Name / Address	Relationships
	Director	10% Owner	Officer	Other
Pedtke Richard F INGERSOLL-RAND COMPANY 155 CHESTNUT RIDGE ROAD MONTVALE, NJ 07645	Â	Â	  Senior Vice President	Â

Signatures

By:/s/Barbara A. Santoro - Attorney-in-Fact		05/09/2005
**Signature of Reporting Person		Date

Explanation of Responses:

*	If the form is filed by more than one reporting person, see Instruction 5(b)(v).
**	Intentional misstatements or omissions of facts constitute Federal Criminal Violations. See 18 U.S.C. 1001 and 15 U.S.C. 78ff(a).
(1)	Latest available information provided by the trustee of the Ingersoll-Rand Savings and Stock Investment Plan and the Ingersoll-Ra nd Leveraged Employee Stock Ownership Plan.
(2)	These Phantom Stock Units were acquired under the Ingersoll-Rand Company Limited Executive Deferred Compensation Plan (the "Executive Deferred Plan"), and, subject to the vesting provisions of the Executive Deferred Plan, are to be converted on a one-for-one basis and settled in cash upon the reporting person's termination of employment with the issuer or earlier upon certain elections.
(3)	The option vests in three equal annual installments beginning on 2/5/2004.
(4)	The option vests in three equal annual installments beginning on 2/4/2005.
(5)	The option vests in three equal annual installments beginning on 2/2/2006.
(6)	The option vested in three equal annual installments on the first, second and third anniversaries of the date of grant.

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