UNITED STATESSECURITIES AND EXCHANGE COMMISSIONWASHINGTON, D

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 (Date of earliest event reported) July 17, 2003

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 Number)

Clarendon House
2 Church Street
Hamilton HM 11, Bermuda
(Address of principle executive offices)

(441) 295-2838
(Registrant's telephone number, including area code)


Item 9.                 REGULATION  FD DISCLOSURE

ttached hereto as an exhibit which is incorporated herein by reference is the registrant's press release announcing financial results for the second quarter and year to date 2003.

This information is not "filed" pursuant to the Securities Exchange Act of 1934 and is not incorporated by reference into any registrations under the Securities Act of 1933.  Additionally, the submission of this Report of Form 8-K is not an admission as to the materiality of any information in the report that is required to be disclosed solely by regulation FD.

Exhibit No.                           Description

99.1                                       Press Release of Ingersoll-Rand Company Limited dated July 17, 2003.

INGERSOLL-RAND COMPANY LIMITED
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, hereunto duly authorized.

                                                                    INGERSOLL-RAND COMPANY LIMITED
                                                                                                    (Registrant)

                        Date July 17, 2003                /s/ Richard W. Randall                        
                                                                    Richard W. Randall
                                                                    Vice President and Corporate Controller
                                                                    Principal Accounting Officer