UNITED STATES
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    -   April 21, 2005
(Date of earliest event reported)
 
 
INGERSOLL-RAND COMPANY LIMITED
(Exact name of registrant as specified in its charter)
 
 
Bermuda
(State or other jurisdiction of incorporation)
 
 
1-985
(Commission File Number)
 
 
75-2993910
(I.R.S. Employer  Identification No.)
 
 
Clarendon House
2 Church Street
Hamilton HM 11, Bermuda
(Address of principal executive offices, including zip code)
 
 
(441) 295-2838
(Registrant's phone number, including area code)
 
 
N/A
(Former name or former address, if changed since last report)
 
Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions: 
 
[]     Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)
 
[]     Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)
 
[]     Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))
 
[]     Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))
 
 
 
 
Section 2 - Financial Information 
 
Item 2.02. Results of Operations and Financial Condition
 
On April 21, 2005, Ingersoll-Rand Company Limited issued a press release announcing its first quarter 2005 results.  A copy of the press release is being furnished as Exhibit 99.1 to this Form 8-K.
 
Section 9 - Financial Statements and Exhibits
 
Item 9.01. Financial Statements and Exhibits
 
(c)   Exhibits
 
        The following exhibit is included herewith:
 
Exhibit No.
  
Description
99.1
  
Press Release of Ingersoll-Rand Company Limited dated April 21, 2005.



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 hereunto duly authorized.
 
     
 
INGERSOLL-RAND COMPANY LIMITED

(Registrant)
 
 		  
 		  
 
Date: April 21, 2005 By:   /s/ Richard W. Randall
 
  Richard W. Randall,
Vice President and Corporate Controller
Principal Accounting Officer
                                                                            
 
 
EXHIBIT INDEX
 
Exhibit No.
  
Description
99.1
  
Press Release of Ingersoll-Rand Company Limited dated April 21, 2005.