Ownership Submission
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 *
  SHAWLEY STEVEN R
2. Date of Event Requiring Statement (Month/Day/Year)
08/03/2005
3. Issuer Name and Ticker or Trading Symbol
INGERSOLL RAND CO LTD [IR]
(Last)
(First)
(Middle)
INGERSOLL-RAND COMPANYINGERSOLL-RAND COM, 155 CHESTNUT RIDGE ROAD155 CHESTNUT RIDG
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) 10,238
D
 
Class A Common Shares (2) 1,144.58
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)   (3)   (3) Class A Common Shares 25,664.64 $ (3) D  
Phantom Stock Units (SSSIP)   (4)   (4) Class A Common Shares 1,561.89 $ (4) D  
Stock Option (right to buy) 05/06/1999 05/05/2008 Class A Common Shares 5,150 $ 46 D  
Stock Option (right to buy)   (5) 02/04/2013 Class A Common Shares 15,400 $ 39.05 D  
Stock Option (right to buy)   (6) 02/03/2014 Class A Common Shares 27,500 $ 64.37 D  
Stock Option (right to buy)   (7) 02/01/2015 Class A Common Shares 24,200 $ 77.37 D  
Stock Option (right to buy)   (8) 01/01/2012 Class A Common Shares 11,000 $ 41.81 D  
Stock Option (right to buy)   (8) 02/02/2009 Class A Common Shares 20,000 $ 49.09 D  
Stock Option (right to buy)   (8) 01/02/2010 Class A Common Shares 20,000 $ 53.03 D  

Reporting Owners

Reporting Owner Name / Address Relationships
Director 10% Owner Officer Other
SHAWLEY STEVEN R
INGERSOLL-RAND COMPANYINGERSOLL-RAND COM
155 CHESTNUT RIDGE ROAD155 CHESTNUT RIDG
MONTVALE, NJ 07645
      Senior Vice President  

Signatures

By:/s/Barbara A. Santoro - Attorney-in-Fact 08/11/2005
**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) 7,875 of these shares represent a deferred distribution of performance shares awarded under the Company Incentive Stock Plan and include tax withholding rights.
(2) 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.
(3) 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.
(4) These phantom stock units were acquired under the Ingersoll-Rand Company Supplemental Savings and Stock Investment Plan (the "SSSIP"), and, subject to the vesting provisions of the SSSIP, are to be settled in cash upon the reporting person's termination of employment with the issuer.
(5) The option vests in three equal annual installments beginning on 2/5/2004.
(6) The option vests in three equal annual installments beginning on 2/4/2005.
(7) The option vests in three equal annual installments beginning on 2/2/2006.
(8) The option vested in three equal annual installments on the first, second and third anniversaries of the date of grant.

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