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    -   February 1, 2005
(Date of earliest event reported)

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 No.)

Clarendon House
2 Church Street
Hamilton HM 11, Bermuda
(Address of principal executive offices, including zip code)

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

N/A
(Former name or former address, if changed since last report)

Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions:

[]     Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)

[]     Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)

[]     Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))

[]     Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))

Section 2 - Financial Information

Item 2.02. Results of Operations and Financial Condition

On February 1, 2005, Ingersoll-Rand Company Limited issued a press release announcing its fourth quarter and full year 2004 results.  A copy of the press release is being furnished as Exhibit 99.1 to this Form 8-K.

Section 9 - Financial Statements and Exhibits

Item 9.01. Financial Statements and Exhibits

(c)   Exhibits

        The following exhibit is included herewith:

Exhibit No.            Description

99.1                          Press Release of Ingersoll-Rand Company Limited dated February 1, 2005.

SIGNATURES 

Pursuant to the requirements of the Securities Exchange Act of 1934, 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: February 1, 2005              /s/____________________________
                                                                                 Richard W. Randall,

Vice President and Corporate Controller 

Principal Accounting Officer

EXHIBIT INDEX

Exhibit No.            Description

99.1                           Press Release of Ingersoll-Rand Company Limited dated February 1, 2005.