Unassociated Document
 
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
 
FORM 144
 
NOTICE OF PROPOSED SALE OF SECURITIES
PURSUANT TO RULE 144 UNDER THE SECURITIES ACT OF 1933
 
ATTENTION: Transmit for filing 3 copies of this form concurrently with either placing an order with a broker to execute a sale or executing a sale directly with 
                       a market maker.
OMB APPROVAL
                       
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SEC USE ONLY
                       
Document Sequence Number
                       
CUSIP NUMBER
                       
Work Location
1(a) NAME OF ISSUER ( Please type or print)
Ingersoll-Rand Company Limited
(b) IRS IDENT. NO.
N/A
(c) S.E.C. FILE NO.
I-985
     
1(d) ADDRESS OF ISSUER          STREET               CITY              STATE         ZIP CODE
Clarendon House, 2 Church Street, Hamilton, HM 11 Bermuda
AREA CODE
441
PHONE NUMBER
295-2838
     
2(a) NAME OF PERSON FOR WHOSE THE SECURITIES ARE
       TO BE SOLD
     Richard W. Randall
(b) SOCIAL SECURITY NO.
   OR IRS IDENT. NO.
(c) RELATIONSHIP
   TO ISSUER
    VP & Controller
(d) ADDRESS   STREET   CITY        STATE   ZIP CODE
c/o Ingersoll-Rand Company, 155 Chestnut Ridge Road, Montvale, NJ 07645
       
    INSTRUCTION: The person filing this notice should contact the issuer to obtain the IRS Identification No. and the S.E.C. File Number
 
3(a) Title of the
       Class of
       Securities
       To Be Sold
(b) Name and Address
    of EachBroker 
    through whom the
    Securities are to be
    Offered or Each 
    Market Maker  
    who is Acquiring 
    the Securities
SEC USE ONLY
Broker Dealer
File Number
(c) Number of
    Shares or 
    Other
    Units to be
    Sold
   (See Instr. 3(c))
(d) Aggregate
    Market Value
  (See Instr. 3(d))
(e) Number of Shares
   or Units
    Outstanding
  (See Instr. 3(e))
(f) Approximate
  Date of Sale
(See Instr. 3(f))
MO. DAY YR.
(g) Name of Each
     Securities 
     Exchange
     (See Instr. 
     3(g))
Class A Common Shares 
Morgan Stanley
5001 Spring Valley Road
Dallas, TX  75244
  
22,000
$872,173
330,834,485
11/28/2005
NYSE
 
 
INSTRUCTIONS:    
   
1. (a) Name of issuer  3. (a) Title of the class of securities to be sold 
(b) Issuer’s I.R.S. Identification Number  (b) Name and address of each broker through whom the securities are intended to be sold
(c) Issuer’s S.E.C. file number, if any  (c) Number of shares or other units to be sold (if debt securities, give the aggregate face amount)
(d) Issuer’s address, including zip code (d) Aggregate market value of the securities to be sold as of a specified date within 10 days prior to the filing of this notice
(e) Issuer’s telephone number, including area code  (e) Number of shares or other units of the class outstanding, or if debt securities the face amount thereof outstanding, as shown  by the most recent report or statement published by the issuer 
  (f) Approximate date on which the securities are to be sold 
  (g) Name of each securities exchange, if any, on which the securities are intended to be sold 
2. (a) Name of person for whose account the securities are to be sold    
(b) Such person’s I.R.S. identification number , if such person is an entity    
(c) Such person’s relationship to the issuer (e.g., officer, director, 10% stockholder, or member of immediate family of any of the foregoing)  
   
Potential persons who are to respond to the collection of information contained in this form are not
required to respond unless the form displays a currently valid OMB control number.
 
 
 
 
 
TABLE I - SECURITIES TO BE SOLD
Furnish the following information with respect to the acquisition of the securities to be sold
and with respect to the payment of all or any part of the purchase price or other consideration therefor:


Title of the Class
Date You
Acquired
Nature of Acquisition Transactions
Name of persons from whom acquired
(If gift, also give the date donor acquired
Amount of Securities Acquired
Date of
Payment
Nature of Payments
 
               
Class A
Common Shares 
11/28/2005
Exercise of Stock Options
Ingersoll-Rand Company Limited
22,000
12/1/2005
CASH
 

INSTRUCTIONS:

1. If the securities were purchased and full payment therefor was not made in cash at the time of the purchase, explain in the table or in a note the nature of the consideration given.  If the consideration consisted of any note or other obligation or if payment was made in installments describe the arrangement and state when the note or other obligation was discharged in full or the last installment paid.
 
TABLE II - SECURITIES SOLD DURING THE PAST 3 MONTHS

Furnish the following information as to all securities of the issuer sold during the past 3 months by the person for whose account the securities are to be sold

Name and Address of Seller
Title of Securities Sold
Date of Sale
Amount of
Securities Sold
Gross Proceeds
 


 
INSTRUCTIONS:
ATTENTION :
 
See the definition of "person" in paragraph (a) of Rule 144. Information is to be given not only as to the person for whose account the securities are to be sold but also as to all the other persons included in that definition. In addition, information shall be given as to sales by all persons whose sales are required by paragraph (c) of Rule 144 to be aggregated with sales for the account of the person filing this notice.
The person for whose account the securities to which this notice relates are to be sold hereby represents by signing this notice that he does not know any material adverse information in regard to the current and prospective operations of the issuer of the securities to be sole which has not been publicly disclosed.
 


                                                       November 28, 2005                                                                                                  /s/ Barbara A. Santoro, Attorney-in-Fact
                                                        DATE OF NOTICE                                                                                                    SIGNATURE                                   

The notice shall be signed by the person for whose account the securities are to be sold. At least one copy of the notice shall be manually signed.
Any copies not manually signed shall bear typed or printed signature.

ATTENTION: Intentional misstatements or omission of facts constitute Federal Criminal Violations (See U.S.C. 1001)
 
SEC 1147 (01-04)





End of Filing