FORM 4 Check this box if no longer subject to Section 16. Form 4 or Form 5 obligations may continue. See Instruction 1(b).

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 STATEMENT OF CHANGES IN 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 * MCLEVISH TIMOTHY R   2. Issuer Name and Ticker or Trading Symbol INGERSOLL RAND CO LTD [IR] 5. Relationship of Reporting Person(s) to Issuer (Check all applicable) _____ Director _____ 10% Owner __X__ Officer (give title below) _____ Other (specify below) Senior Vice President and CFO (Last) (First) (Middle) C/O INGERSOLL-RAND COMPANY, 155 CHESTNUT RIDGE ROAD 3. Date of Earliest Transaction (Month/Day/Year) 11/23/2005 (Street) MONTVALE, NJ 07645 4. If Amendment, Date Original Filed(Month/Day/Year) 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 Acquired, Disposed of, or Beneficially Owned

1.Title of Security (Instr. 3) 2. Transaction Date (Month/Day/Year) 2A. Deemed Execution Date, if any (Month/Day/Year) 3. Transaction Code (Instr. 8) 4. Securities Acquired (A) or Disposed of (D) (Instr. 3, 4 and 5) 5. Amount of Securities Beneficially Owned Following Reported Transaction(s) (Instr. 3 and 4) 6. Ownership Form: Direct (D) or Indirect (I) (Instr. 4) 7. Nature of Indirect Beneficial Ownership (Instr. 4) Code V Amount (A) or (D) Price Class A Common Shares (1) 11/23/2005   M V 50,000 A $ 19.53 50,000 D   Class A Common Shares (1) 11/23/2005   S   50,000 D $ 40.3 0 D   Class A Common Shares (1) (2)               963.4 I By Plan Trustee

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Table II - Derivative Securities Acquired, Disposed of, or Beneficially Owned
(e.g., puts, calls, warrants, options, convertible securities)

1. Title of Derivative Security (Instr. 3)	2. Conversion or Exercise Price of Derivative Security	3. Transaction Date (Month/Day/Year)	3A. Deemed Execution Date, if any (Month/Day/Year)	4. Transaction Code (Instr. 8)		5. Number of Derivative Securities Acquired (A) or Disposed of (D) (Instr. 3, 4, and 5)		6. Date Exercisable and Expiration Date (Month/Day/Year)		7. Title and Amount of Underlying Securities (Instr. 3 and 4)		8. Price of Derivative Security (Instr. 5)	9. Number of Derivative Securities Beneficially Owned Following Reported Transaction(s) (Instr. 4)	10. Ownership Form of Derivative Security: Direct (D) or Indirect (I) (Instr. 4)	11. Nature of Indirect Beneficial Ownership (Instr. 4)
				Code	V	(A)	(D)	Date Exercisable	Expiration Date	Title	Amount or Number of Shares
Phantom Stock Units (EDCP) (1) (3)	(3)							(3)	(3)	Class A Common Shares	(1)		36,444.33	D
Phantom Stock Units (EDCP II) (1) (4)	(4)							(4)	(4)	Class A Common Shares	(1)		7,288.87	D
Phantom Stock Units (NQ-ESP) (1) (5)	(5)							(5)	(5)	Class A Common Shares	(1)		4,229.87	D
Stock Option (right to buy) (1)	$ 38.69							(6)	02/01/2015	Class A Common Shares	(1)		132,000	D
Stock Option (right to buy) (1)	$ 32.18							(7)	02/03/2014	Class A Common Shares	(1)		120,000	D
Stock Option (right to buy) (1)	$ 24.49							(8)	04/30/2012	Class A Common Shares	(1)		100,000	D
Stock Option (right to buy) (1)	$ 19.53	11/23/2005		M			50,000	(9)	02/04/2013	Class A Common Shares	50,000	$ 0	50,000	D

Reporting Owners

Reporting Owner Name / Address	Relationships
	Director	10% Owner	Officer	Other
MCLEVISH TIMOTHY R C/O INGERSOLL-RAND COMPANY 155 CHESTNUT RIDGE ROAD MONTVALE, NJ 07645			Senior Vice President and CFO

Signatures

By:/s/Barbara A. Santoro - Attorney-in-Fact		11/28/2005
**Signature of Reporting Person		Date

Explanation of Responses:

*	If the form is filed by more than one reporting person, see Instruction 4(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)	Adjusted to reflect the two-for-one stock split paid in the form of a 100% stock dividend on 9/1/2005.
(2)	Latest available information provided by the trustee of the Ingersoll-Rand Company Employee Savings Plan and the Ingersoll-Rand C ompany Leveraged Employee Stock Ownership Plan.
(3)	These phantom stock units are held under the IR Executive Deferred Compensation Plan ("EDCP"), and, subject to the vesting provisions of the EDCP, 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 or later upon certain elections.
(4)	These phantom stock units are held under the IR Executive Deferred Compensation Plan II ("EDCP II"), and, subject to the vesting provisions of the EDCP II, 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 or later upon certain elections.
(5)	These phantom stock units are held under the Ingersoll-Rand Company Supplemental Employee Savings Plan (the "NQ-ESP"), formerly the Ingersoll-Rand Company Supplemental Savings and Stock Incentive Plan, and, subject to the vesting provisions of the NQ-ESP, are to be settled in cash six months after termination of employment or January 1 of the year following termination, whichever is later.
(6)	The option vests in three equal annual installments beginning on 2/2/2006.
(7)	The option vests in three equal annual installments beginning on 2/4/2005.
(8)	The option vested in three equal annual installments on the first, second and third anniversaries of the date of grant.
(9)	The option vests in three equal annual installments beginning on 2/5/2004.

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