Ingersoll-Rand Company Savings and Stock
  Investment Plan

  Independent Auditors' Report

  Financial Statements
  Years Ended December 31, 2001 and 2000
  Supplemental Schedules
  Year Ended December 31, 2001

INGERSOLL-RAND COMPANY SAVINGS AND STOCK INVESTMENT PLAN

TABLE OF CONTENTS


                                                               Page

INDEPENDENT AUDITORS' REPORT                                    1

FINANCIAL STATEMENTS AS OF AND FOR THE YEARS ENDED
 DECEMBER 31, 2001 AND 2000:

 Statements of Financial Condition                              2

 Statements of Income and Changes in Plan Equity                3

 Notes to Financial Statements                               4-16

SUPPLEMENTAL SCHEDULES (Combined Investment Trust):

   Schedule I - Schedule of Assets Held at End of Year -

   December 31, 2001                                           17

   Schedule II - Schedule of Reportable Transactions -

   December 31, 2001                                           18

 Other schedules required by Section 2520.103-10 of the DOL's Rules
 and Regulations for Reporting and Disclosure under ERISA have been
 omitted because they are not applicable.


INDEPENDENT AUDITORS' REPORT


To the Benefits Committee and Participants in the Ingersoll-Rand
Company Savings and Stock Investment Plan Woodcliff Lake, New Jersey.

We have audited the accompanying statements of financial
condition of the Ingersoll-Rand Company Savings and Stock
Investment Plan (the "Plan") as of December 31, 2001 and 2000,
and the related statements of income and changes in plan equity
for the years then ended.  These financial statements are the
responsibility of the Plan's management.  Our responsibility is
to express an opinion on these financial statements based on
our audits.

We conducted our audits in accordance with auditing standards
generally accepted in the United States of America.  Those
standards require that we plan and perform the audit to obtain
reasonable assurance about whether the financial statements are
free of material misstatement.  An audit includes examining, on
a test basis, evidence supporting the amounts and disclosures
in the financial statements.  An audit also includes assessing
the accounting principles used and significant estimates made
by the Plan's management, as well as evaluating the overall financial
statement presentation.  We believe that our audits provide a
reasonable basis for our opinion.

In our opinion, such financial statements present fairly, in
all material respects, the financial condition of the Plan as
of December 31, 2001 and 2000, and the income and changes in
plan equity for the years then ended in conformity with
accounting principles generally accepted in the United States
of America.

Our audits were conducted for the purpose of forming an opinion
on the basic financial statements taken as a whole.  The
supplemental schedules listed in the Table of Contents are
presented for the purpose of additional analysis and are not a
required part of the basic financial statements, but are
supplementary information required by the Department of Labor's
Rules and Regulations for Reporting and Disclosure under the
Employee Retirement Income Security Act of 1974.  These
schedules (modified cash basis) are the responsibility of the
Plan's Management.  Such schedules have been subjected to the
auditing procedures applied in our audit of the basic 2001
financial statements and, in our opinion, are fairly stated in
all material respects when considered in relation to the basic
2001 financial statements taken as a whole.



/s/ Deloitte & Touche LLP
Parsippany, New Jersey

June 24, 2002

INGERSOLL-RAND COMPANY SAVINGS AND STOCK INVESTMENT PLAN

STATEMENTS OF FINANCIAL CONDITION
DECEMBER 31, 2001 AND 2000

                                                                       
                                                                    2001          2000
Assets:
  Investments at current value :
    Combined Trust Fixed Income Fund                        $261,437,029  $220,866,728
    Combined Trust Mutual Fund                               345,302,380   406,090,952
    Combined Trust Ingersoll-Rand Company Common Stock Fund  236,230,688   278,863,776

           Total investments                                 842,970,097   905,821,456

    Participant loans receivable                              22,467,157    24,408,547
    Contributions receivable                                   1,196,750     1,088,804
    Due from merged plans                                      2,483,759             0

Total assets and Plan equity                                $869,117,763  $931,318,807


See notes to financial statements.

INGERSOLL-RAND COMPANY SAVINGS AND STOCK INVESTMENT PLAN

STATEMENTS OF INCOME AND CHANGES IN PLAN EQUITY
YEARS ENDED DECEMBER 31, 2001 AND 2000
                                                                    
                                                               2001            2000
Contributions:
    Participants                                       $ 52,734,350    $ 51,229,104

Investment (loss) income:
    Dividends                                             8,172,493      39,634,921
    Interest                                             17,085,453      16,349,429
    Net depreciation of investments                     (60,630,497)   (149,571,712)

           Net investment loss                          (35,372,551)    (93,587,362)

Total additions(deductions)                              17,361,799     (42,358,258)

Participant withdrawals and distributions               (81,586,296)    (93,457,321)

    Net decrease prior to transfers                     (64,224,497)   (135,815,579)

Transfers from other plans, net                           2,023,453      10,087,306

    Net decrease in plan equity                         (62,201,044)   (125,728,273)

Plan equity, beginning of year                          931,318,807   1,057,047,080

Plan equity, end of year                               $869,117,763    $931,318,807


See notes to financial statements.


INGERSOLL-RAND COMPANY SAVINGS AND STOCK INVESTMENT PLAN

NOTES TO FINANCIAL STATEMENTS
YEARS ENDED DECEMBER 31, 2001 AND 2000


1. PLAN DESCRIPTION

   The following brief description of the Ingersoll-Rand Company
   Savings and Stock Investment Plan (the "Plan") provides only
   general information.  Participants should refer to the Plan
   Document for a more complete description of the Plan's
   provisions.

   General - Ingersoll-Rand Company Limited (the "Company") adopted
   the Plan for eligible employees at participating locations.
   Prior to July 1, 1999, eligible participants could participate
   in the Plan on the first day of the month following 30 calendar
   days of employment.  Effective July 1, 1999, automatic
   enrollment was instituted for the Plan, whereby a new employee
   is automatically enrolled in the Plan upon date of hire with a
   2% pre-tax contribution.  The employee then has a period of
   approximately 30 days to elect to not contribute to the Plan.
   Payroll deductions, consequently, do not begin until such period
   has expired.

   JP Morgan Chase Bank ("Chase") and PricewaterhouseCoopers are
   the trustee and recordkeeper of the Plan, respectively.

   The Benefits Committee, which is appointed by the Company's
   Board of Directors (or its delegate), administers the Plan.  The
   Finance Committee of the Company's Board of Directors
   establishes the Plan's investment policies.

   The Company intends to continue the Plan indefinitely.  However,
   the Company retains the right to terminate the Plan.  If the
   Company discontinues the Plan, all participant account balances
   become fully vested at the termination date.

   Contributions - Participants may contribute as basic
   contributions one to six percent (in whole percentages) of their
   compensation through payroll deductions.  Participants
   contributing 6% of compensation may contribute an additional one
   to 10% of compensation as supplemental contributions.
   Participants may use before- or after-tax dollars for part or
   all of their contributions.  Contributions are subject to
   varying limitations to ensure compliance with Internal Revenue
   Code ("IRC") requirements.  Participants may change their
   contribution amounts at any time effective the first pay period
   of the following month by contacting the recordkeeper through
   its automated Benefits Information Line ("BIL").

   The Company contributes to the Plan via a matching contribution
   and a Company retirement contribution. The Company matches basic
   contributions at a rate determined by the Company's Board of
   Directors.  The Plan requires that Company matching
   contributions be at least 25%, but no more than 100% of
   participants' basic contributions.  For 2001 and 2000, the
   Company matching contribution was set at 50% of basic
   contributions.  As a Company retirement contribution for certain
   eligible employees, the Company also contributes to the Plan one
   percent of the participant's monthly compensation.  An
   additional one percent is contributed to the Plan for employees
   who meet certain criteria, as outlined in the Plan.

   Effective October 1, 1995, for Company matching contributions,
   and effective March 1, 1996, for Company retirement
   contributions, the Plan was amended to provide for an offset to
   the Company contributions under the Plan with an equivalent
   benefit to the Plan participants under the I-R/Clark Leveraged
   Employee Stock Ownership Plan (the "LESOP"), a participating
   plan in the Ingersoll-Rand Company Combined Investment Trust
   (the "Combined Trust").  Amounts accrued under the Plan prior to
   the effective dates of these amendments remain in the Plan
   unaffected.

   Participant contributions are always 100% vested.  Company
   matching and retirement contributions, including those provided
   to the LESOP, vest on a five-year, graded-vesting schedule.
   Employees are immediately 20% vested.  After completing two
   years of service, the vested percentage increases in increments
   of 20% per year until fully vested after five years of service.
   All Company matching and retirement contributions become 100%
   vested if a participant is disabled or his or her employment
   terminates due to retirement or death.

   Investment Options - The Plan assets are held in the Combined
   Trust, together with assets from other participating plans.

   Participants may invest their contributions, in multiples of 1%,
   in one or more of the following funds:

   O Fixed Income Fund - A fund that invests in securities that
     produce a fixed rate of return.  Investments may include United
     States government securities, corporate bonds, notes, debentures,
     convertible securities, preferred stocks, investment funds or
     investment contracts.

   O Mutual Fund - Participants are able to select from the following
     mutual funds: Fidelity Growth and Income Portfolio, Fidelity
     Magellan Fund, Templeton Foreign Fund, Fidelity Contra Fund,
     Fidelity Low-Priced Stock Fund, Fidelity U.S. Equity Index
     Commingled Pool Fund (formerly known as the Fidelity Institutional
     S&P 500 Index), Putnam Vista Fund and Putnam New Opportunities
     Fund.  Each fund consists of a portfolio of common stocks or other
     securities based on the fund's investment objective.  Prospectuses
     are available from the respective fund's management company.

   O Ingersoll-Rand Company Common Stock Fund - A fund consisting
     primarily of Class A common shares of Ingersoll-Rand Company
     Limited.  Effective December 31, 2001, there was a reorganization
     whereby Ingersoll-Rand Company Limited, a Bermuda Company, became
     the successor to Ingersoll-Rand Company, a New Jersey Corporation.
     Participants are permitted to invest up to 100% of current
     contributions or account balance on transfers into this fund.

   Each fund reinvests its income in that fund.

   On any business day,participants may change their allocation of
   future contributions  and transfer prior contributions between
   funds. Transfers of prior contributions must be made in whole
   percentages.

   Participants have several options that permit access to their
   contributions, earnings, and certain vested Company contributions.
   These options are subject to certain rules and restrictions.

   Distributions and Withdrawals - Plan distributions may be in the
   form of a lump sum or in such other manner that the Benefits
   Committee may permit.  In addition, effective December 1, 1998,
   Plan participants who separate from service may elect
   distributions of at least $500 on a daily basis.

   At December 31, 2001 and 2000, the number of participants with
   balances in the Plan approximated 18,400 and 19,400,
   respectively.  The number of participants contributing to each
   of the Plan's funds at December 31, 2001, were approximately:


Fixed Income Fund                                            11,200
Mutual Fund:
     Templeton Foreign Fund                                   1,400
     Fidelity Contra Fund                                     2,900
     Putnam Vista Fund                                        3,200
     Fidelity U.S. Equity Index Commingled Pool Fund          4,400
     Fidelity Low-Priced Stock Fund                           2,400
     Fidelity Growth and Income Portfolio                     5,300
     Putnam New Opportunities Fund                            4,500
     Fidelity Magellan Fund                                   5,000
Ingersoll-Rand Company Common Stock Fund                      6,700


2. SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES

   Basis of Presentation - The Plan follows the accrual method of
   accounting.

   Use of Estimates - The preparation of financial statements in
   conformity with generally accepted accounting principles
   requires the Benefits Committee to make estimates and
   assumptions that affect the reported amounts of assets and
   liabilities and disclosure of contingent assets and liabilities
   at the dates of the financial statements and the reported
   amounts of revenues and expenses during the reporting periods.
   Actual results could differ from those estimates.

   Valuation of Investments - Plan assets are part of the Combined
   Trust, which provides unified investment management.  Chase
   invests the Plan assets in the various Combined Trust investment
   funds.

   Separate participant accounts are maintained by investment fund.
   These accounts record contributions, withdrawals, transfers,
   earnings and changes in market value.

   The Putnam Managed Accounts are recorded at their respective
   contract values.  Contract value equals principal plus
   cumulative interest earned, reduced by distributions.

   The Metropolitan Life Insurance ("MetLife") Stable Income Fund
   invests in a group annuity contract which is carried at contract
   value, an approximation of current value.

   The PIMCO Stable Value Contract is carried at contract value,
   which equals net deposits plus credited interest.

   The Chase Domestic Liquidity Fund contains short-term debt, bank
   certificates of deposit and collateralized repurchase
   agreements.  The carrying value of these investments is a
   reasonable estimate of their current value due to the short-term
   nature of the instruments.  Rates of return on the money-market
   funds vary with the instruments purchased and changes in short-
   term interest rates.

   The financial statements report investments in the Mutual Funds
   and the Ingersoll-Rand Company Common Stock Fund at current
   value based on published market quotations.

   Security Transactions and Investment Income - Realized gains or
   losses on security transactions are recorded on the trade date.
   Realized gains or losses are the difference between the proceeds
   received and the participant's average unit cost.  Dividend
   income is recorded on the ex-dividend date and interest income
   is recorded when earned.

   The statement of income and changes in plan equity includes
   unrealized appreciation or depreciation in accordance with the
   policy of stating investments at current value.  Appreciation or
   depreciation of investments reflects both realized gains and
   losses and the change in unrealized appreciation and
   depreciation of investments.

   Contributions - Participant and Company matching contributions
   are contributed to the Combined Trust or the LESOP trust, as
   applicable, on a monthly basis.  Participant contributions for
   each fund are based on the participants' investment decisions.
   Company retirement contributions are contributed to the Combined
   Trust or the LESOP trust after the end of each month or
   annually, as outlined in the Plan.  The Company matching and
   retirement contributions may be made to the Combined Trust or
   LESOP in cash or Company stock.

   Forfeitures - Forfeitures of nonvested Company contributions
   occur when participants are terminated.  Forfeitures of $13,298
   in 2001 and $127,733 in 2000 were or will be used to reduce
   future Company contributions.  Effective April 8, 2000,
   forfeitures may also be used to make Company contributions other
   than Company Matching Contributions and Company Retirement
   Contributions.

   Expenses of the Plan - Most expenses associated with the
   administration of the Plan and the Combined Trust are paid for
   by the Company.  Expenses of the funds related to the investment
   and reinvestment of assets are included in the cost of the
   related investments.

   Benefit Obligations - Distributions to terminated employees are
   recorded in the Plan's financial statements when paid.  The
   approved and unpaid amounts were $1,278,777 and $1,934,376 at
   December 31, 2001 and 2000, respectively.  These amounts will be
   reflected as liabilities on the Plan's Form 5500 in accordance
   with Department of Labor Regulations.

   Risks and Uncertainties - The assets of the Plan are primarily
   financial instruments which are monetary in nature.
   Accordingly, interest rates have a more significant impact on
   the Plan's performance than do the effects of general levels of
   inflation.  Interest rates generally do not move in the same
   direction or with the same magnitude as prices of goods and
   services as measured by the consumer price index.  Investments
   are subject to risk conditions of the individual investment's
   objectives, stock market performance, interest rates, economic
   conditions and world affairs.  Due to the level of risk
   associated with the Plan's investments, it is reasonably
   possible that changes in the values of the Plan's investments
   will occur in the near term and that such changes could
   materially affect the amounts reported in the statements of
   financial condition.

3. FIXED INCOME FUND

   Investments in the Fixed Income Fund at December 31 were as
   follows:

                                                2001               2000

Putnam Managed Accounts                 $          -       $125,128,764
Chase Domestic Liquidity Fund             77,406,675         19,236,393
MetLife Stable Income Fund               182,480,994         73,988,601
PIMCO Stable Value Contract               97,411,709         91,844,955

Total Combined Trust Fixed Income Fund   357,299,378        310,198,713
Less other plans                          95,862,349         89,331,985

Plan investment in Fixed Income Fund    $261,437,029       $220,866,728

   At December 31, 2001 and 2000, certain assets of the Combined
   Trust were invested in synthetic investment contracts.  The
   Putnam Managed Accounts consist principally of an investment
   agreement between the Company and Putnam and a wrapper contract
   with a financially responsible third party which provides
   liquidity, or benefit responsiveness.

   The Putnam Managed Account under contract at December 31, 2000
   was terminated on August 8, 2001, and its assets were
   transferred to the MetLife Stable Income Fund.

   The Putnam Managed Account under contract at December 31, 2000
   was:

                     Average     Guaranteed          Maturity Rate
       Amount         Yield       of Return               Date

    $125,128,764      5.96%         6.630%    None - end upon written notice


   The net crediting rate for all synthetic investment contracts is
   reset twice a year, on January 1 and July 1.  In no event is the
   net crediting rate reset below 0%.

   The Chase Domestic Liquidity Fund reported an annualized rate of
   return as of December 31 of 4.289% in 2001 and 6.428% in 2000.

   From August through December in 2001, The MetLife Stable Income
   Fund is a guaranteed insurance contract with a lump-sum payment
   to be made upon its maturity in July of 2002. The fund had a
   guaranteed interest rate of 8.49% as of December 31, 2001. From
   January 1, 2000 through July 31, 2001, the MetLife Stable Income
   Fund invested in a group annuity contract which is carried at
   contract value, an approximation of current value.  Interest rates
   credited to the fund were 6.06% from January 1, 2000 through June
   30, 2000; 6.23% from July 1, 2000 through December 31, 2000; and
   5.87% from January 1, 2001 through July 31, 2001.  The MetLife
   group annuity contract consists principally of an investment
   agreement between the Company and MetLife in which MetLife
   maintains a separate account for the investment of participants'
   assets in an actively managed institutional bond fund.

   The PIMCO Stable Value Contract was purchased by the Plan on
   August 3, 1998.  The fund is comprised of a separate account
   fixed income portfolio actively managed by PIMCO and a book
   value wrap contract issued by AIG Financial Products.  The book
   value wrap contract allows for the portfolio to be carried at
   contract value, which equals net deposits plus credited
   interest.  The contract has no expiration date.  Interest rates
   credited to the fund were 6.08% from January 1, 2000 through
   January 30, 2000; 6.00% from January 31, 2000 through March 31,
   2000; 6.07% from April 1, 2000 through June 30, 2000; 5.90% from
   July 1, 2000 through September 30, 2000; and 6.21% from October
   1, 2000 through December 31, 2000; 6.38% from January 1, 2001
   through March 31, 2001; 6.09% from April 1, 2001 through April
   30, 2001; 5.79% from May 1, 2001 through May 31, 2001; 5.77%
   from June 1, 2001 through June 30, 2001; 5.50% from July 1, 2001
   through July 31, 2001; 5.53% from August 1, 2001 through August
   31, 2001; 5.70% from September 1, 2001 through October 31, 2001;
   5.46% from November 1, 2001 through November 30, 2001; and 5.75%
   from December 1, 2001 through December 31, 2001.

4. MUTUAL FUND

   Investments in the Mutual Fund at December 31 were as follows:

                                                       2001           2000

     Templeton Foreign Fund                    $  8,258,093   $  8,427,712
     Fidelity Contra Fund                        27,026,852     30,178,848
     Putnam Vista Fund                           30,792,023     47,764,103
     Fidelity U.S. Equity Index Commingled
       Pool Fund                                 80,162,864     97,089,713
     Fidelity Low-Priced Stock Fund              28,104,585     14,679,402
     Fidelity Growth and Income Portfolio        73,840,406     83,029,238
     Putnam New Opportunities Fund               39,652,717     57,971,107
     Fidelity Magellan Fund                      57,678,551     67,891,609

     Total Combined Trust Mutual Fund           345,516,091    407,031,732
     Less other plans                               213,711        940,780

     Plan investment in Mutual Fund            $345,302,380   $406,090,952

   The total cost of the Combined Trust Mutual Fund was $369,178,883
   and $369,720,898 at December 31, 2001 and 2000, respectively.


   Net realized and unrealized (depreciation) appreciation of
   investments for the years ended December 31 were as follows:

                                                      2001            2000

     Templeton Foreign Fund                   $   (932,542)   $   (973,936)
     Fidelity Contra Fund                       (4,041,420)     (6,301,456)
     Putnam Vista Fund                         (16,454,720)    (12,491,479)
     Fidelity U.S. Equity Index Commingled
       Pool Fund                               (11,636,548)    (10,090,468)
     Fidelity Low-Priced Stock Fund              3,286,214         333,950
     Fidelity Growth and Income Portfolio       (9,366,306)    (10,808,648)
     Putnam New Opportunities Fund             (17,367,324)    (29,326,885)
     Fidelity Magellan Fund                     (8,617,781)    (10,481,802)
     Fidelity U.S. Equity Index Portfolio                -         (16,473)
     Fidelity Fund                                       -         (15,224)

     Total Combined Trust Mutual Fund          (65,130,427)    (80,172,421)
     Putnam Managed Accounts                           111        (339,541)
     Less other plans                               (9,963)       (247,192)

     Net Plan depreciation                    $(65,120,353)   $(80,264,770)


5. INGERSOLL-RAND COMPANY COMMON STOCK FUND

   Investments in the Ingersoll-Rand Company Common Stock Fund at
   December 31, 2001 were as follows:


                                                                      2001

Ingersoll-Rand Company Limited Class A Common Shares          $244,785,676
Chase Domestic Liquidity Fund                                    2,630,310

Total Combined Trust Ingersoll-Rand Company                    247,415,986
 Limited Class A Common Shares
Less other plans                                                11,185,298

Plan investment in Ingersoll-Rand Company                     $236,230,688
 Limited Class A Common Shares



   The Company Common Stock Fund investment in Class A common
   shares of Ingersoll-Rand Company Limited at December 31, 2001
   included 5,854,716 shares and the average cost of these shares
   was $194,444,442.

   Investmetns in the Ingersoll-Rand Company Common Stock Fund at
   December 31, 2000 were as follows:

                                                                      2000

Ingersoll-Rand Company Common Stock                           $288,178,558
Chase Domestic Liquidity Fund                                    2,534,105

Total Combined Trust Ingersoll-Rand Company                    290,712,663
 Common Stock Fund
Less other plans                                                11,848,887

Plan investment in Ingersoll-Rand Company                     $278,863,776
 Common Stock Fund



   The Company Common Stock Fund investment in Ingersoll-Rand
   Company Common Stock at December 31, 2000 included 6,881,876
   shares and the average cost of these shares was $205,653,151.

   Net realized and unrealized appreciation (depreciation) of
   investments for the years ended December 31 were as follows:



                                                      2001            2000

Total Combined Trust Ingersoll-Rand Company     $4,578,559    $(79,738,091)
 Common Stock Fund
Less other plans                                   (88,703)    (10,431,149)

Net Plan appreciation (depreciation)            $4,489,856    $(69,306,942)


6. INVESTMENTS

   The following investments represent 5 percent or more of the
   Plan's net assets at December 31:

                                                       2001           2000

Fixed Income Fund                              $261,437,029   $220,866,728
Putnam Vista Fund                                         -     47,629,280
Fidelity U.S. Equity Index Commingled
  Pool Fund                                      80,177,649     96,703,304
Fidelity Growth and Income Portfolio             73,699,593     82,831,596
Putnam New Opportunities Fund                             -     57,863,772
Fidelity Magellan Fund                           57,653,670     67,807,485
Ingersoll-Rand Company Common Stock Fund *      236,230,688    278,863,776

* Nonparticipant-directed


7. LOAN FUND

   The Plan allows participants to borrow from their vested account
   balance subject to certain limits.  Loans are withdrawn from the
   participants' accounts in a sequence outlined in the Plan.

   The number of loans outstanding at December 31, 2001 and 2000
   was 6,471 and 6,923, respectively.

   The Benefits Committee establishes the loan interest rate and
   reviews the rate quarterly.  The loan rate may be adjusted each
   quarter in order to reflect the current prime rate.  The
   interest rate on new loans is based on the prime rate and ranged
   from 6% to 10% and 9% to 10% in 2001 and 2000, respectively.
   Interest charges begin 60 days after the initial loan date.

   Loans are repaid in equal installments through payroll
   deductions over a maximum of five years.  Loan repayments
   consist of interest and principal, and are reinvested according
   to the participant's current investment elections.  If a
   participant terminates employment with the Company, any
   outstanding loan balance is considered a distribution.

8. DIVIDEND AND INTEREST INCOME

   Dividend and interest income for all investments at December 31
   were as follows:

                                                      2001             2000

Total Combined Trust                           $31,141,387      $64,916,178
Less other plans                                 5,883,441        8,931,828

Net Plan dividend and interest income from
  investments                                  $25,257,946      $55,984,350

9. TAX STATUS

   The Internal Revenue Service has determined and informed the
   Company by letter dated October 27, 1999 that the Plan and
   related trust are designed in accordance with applicable
   sections of the IRC.  The Plan has been amended since receiving
   the determination letter.  However, the Plan administrator
   believes that the Plan is currently designed and being operated
   in compliance with the applicable requirements of the IRC.

10.TRANSFERS TO/FROM OTHER PLANS
   Effective December 31, 2000, Ingersoll-Rand Company completed
   the sale of the assets of the ALCO Building Products ("ALCO")
   business unit of Steelcraft to LaForce, Inc.  As a result of the
   sale, effective September, 28 2001, a trust-to-trust transfer of
   the assets held in the Plan was transferred to LaForce, Inc.
   for the benefit of participants who were former employees of
   ALCO and who, on December 29, 2000 became employees of LaForce,
   Inc.

   The Ingersoll-Dresser Pump Company ("IDP") was sold on August 7,
   2000, to Flowserve Corporation ("Flowserve").  Effective October
   31, 2000, the total account balances of participants who were
   employed by IDP and became employees of Flowserve were
   transferred to the qualified defined contribution 401(k) plan
   maintained by Flowserve at which time the Plan's assets were
   removed from the Combined Trust.  Effective December 31, 2000,
   the total accounts of participants which were not transferred to
   the qualified 401(k) defined contribution plan maintained by
   Flowserve were merged into the Plan.

   Effective December 31, 1999, the assets of the Johnstone Pump
   Co. Savings Plan; Monarch Hardware, Inc. Profit Sharing Plan;
   Zimmerman Handling Systems, Ingersoll-Rand's Employees 401(k)
   Plan; and Torrington Rockford Salary Savings Plan (collectively,
   the "Merged Plans") were merged into the Plan. During March
   2000, the existing participant balances in the Merged Plans were
   transferred to the investment options available in the Plan that
   were elected by each participant.

   Effective November 8, 1999, certain assets of the Harrow
   Products, Inc. 401(k) Savings Plan & Trust (the "Harrow Plan")
   were merged into the Plan.  During March 2000, the existing
   participant balances in the Harrow Plan were transferred to the
   investment options available in the Plan that were elected by
   each participant.

11.SUBSEQUENT EVENTS

   Effective December 31, 2001, the Company approved the merger and
   trust-to-trust transfer of the assets held in Dor-O-Matic, Inc.
   Employees' Profit Sharing Retirement Plan into the Plan.  This
   transfer in the amount of $2,483,759 was made on January 2, 2002
   and is reflected as Due from Merged Plans within the Statement
   of Financial Condition and as Transfers From Other Plans, Net
   within the Statement of Income and Changes in Plan Equity.

12.COMBINED INVESTMENT TRUST FINANCIAL INFORMATION

   At both December 31, 2001 and 2000, the Plan had an 89%
   participation in the Combined Trust.  The financial statements
   for the Combined Trust are prepared on the modified cash basis
   of accounting, which is substantially the same as the accrual
   basis of accounting. The supplemental schedules of the Combined
   Trust for the year ended December 31, 2001 follow.


                                                                  SCHEDULE I



INGERSOLL-RAND COMPANY COMBINED INVESTMENT TRUST

SCHEDULE OF ASSETS HELD AT END OF YEAR (Schedule H, Line 4i)
YEAR ENDED DECEMBER 31, 2001


                                                                         
   Identity of Issue             Description of Investment      Shares, Units,    Current Value
                                                               Principal Amount

Guaranteed Investment Contracts:
MetLife Stable Income Fund        Group Annuity Contract              -            $182,480,994
PIMCO Stable Value Contract       Group Annuity Contract              -              97,411,709

Mutual Funds:
Templeton Foreign Fund            Open-end Mutual Fund             892,767            8,258,093
Fidelity Contra Fund              Open-end Mutual Fund             631,911           27,026,852
Putnam Vista Fund                 Open-end Mutual Fund           3,563,891           30,792,023
Fidelity U.S. Equity Index
  Commingled Pool Fund            Open-end Mutual Fund           2,375,196           80,162,864
Fidelity Low-Priced Stock Fund    Open-end Mutual Fund           1,024,967           28,104,585
Fidelity Growth and Income
  Portfolio                       Open-end Mutual Fund           1,975,399           73,840,406
Putnam New Opportunities Fund     Open-end Mutual Fund             967,611           39,652,717
Fidelity Magellan Fund            Open-end Mutual Fund             553,431           57,678,551

Ingersoll-Rand Company Common
  Stock Fund                            Class A                  5,854,716          247,415,986
Chase Domestic Liquidity Fund       Money Market Fund                                77,406,675
Participant Loans Receivable  Due 1/1/01 - 12/31/05; 6% - 10%                        22,467,157

TOTAL INVESTMENTS                                                                  $972,698,612


Note: The investment information above is that of the Ingersoll-Rand Company Combined Investment
Trust (the "Trust") as of December 31, 2001 in which the Plan represents 89% of the total net assets
of the Trust.  The cost of the investment in the Ingersoll-Rand Company Common Stock fund at
December 31, 2001 was $194,444,442.




INGERSOLL-RAND COMPANY COMBINED INVESTMENT TRUST                                                            SCHEDULE II

SCHEDULE OF REPORTABLE TRANSACTIONS (Schedule H, Line 4j)
YEAR ENDED DECEMBER 31, 2001

                                                                                                      
                                                                                                    Current Value
                                                                     Expense             of Asset on    
          Identity of                                  Purchase     Selling   Incurred with   Cost of   Transaction     Net Gain
         Party Involved         Description of Asset     Price       Price     Transaction     Asset        Date         (Loss)

Series of Transactions:

 Ingersoll-Rand Company Common Stock   Class A        $32,503,461   $   -       $25,074      $   -      $ 32,478,391    $   -
 Ingersoll-Rand Company Common Stock   Class A             -       74,436,327    53,429     40,423,080    74,436,327   33,959,812

Note: The schedule of reportable transactions above is that of the Ingersoll-Rand Company Combined Investment Trust (the "Trust)
as of December 31,2001 in which the Plan represents 89% of the total net assets of the Trust.





INDEPENDENT AUDITOR'S CONSENT



We consent to the incorporation by reference in Registration Statement
No. 333-42133 Ingersoll-Rand Company Savings and Stock Investment Plan
of Ingersoll-Rand Company on Form S-8 of our report dated June 24, 2002,
appearing in this Annual Report on Form 11-K of Ingersoll-Rand Company
Savings and Stock Investment Plan for the year ended December 31, 2001.

/S/ Deloitte & Touche LLP

Parsippany, New Jersey
June 24, 2002