Edgar Filing: SMITH RANDY P

Ownership Submission

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 ^*

SMITH RANDY P

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

(Last)

(First)

(Middle)

INGERSOLL-RAND COMPANY, 155 CHESTNUT RIDGE ROAD

3. Date of Earliest Transaction (Month/Day/Year)
02/25/2005

(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)
1.Title of Security (Instr. 3)	2. Transaction Date (Month/Day/Year)	2A. Deemed Execution Date, if any (Month/Day/Year)	Code	V	Amount	(A) or (D)	Price		6. Ownership Form: Direct (D) or Indirect (I) (Instr. 4)	7. Nature of Indirect Beneficial Ownership (Instr. 4)
Common	02/25/2005		M		28,000	A	$ 39.05	35,902.09	D
Common	02/25/2005		M		18,334	A	$ 41.81	54,236.09	D
Common	02/25/2005		M		14,000	A	$ 40.53	68,236.09	D
Common	02/25/2005		M		15,000	A	$ 41.81	83,236.09	D
Common	02/25/2005		S		75,334	D	$ 81.74	7,902.09	D
Common ⁽¹⁾								618.95	I	By Plan Trustee

Reminder: Report on a separate line for each class of securities beneficially owned directly or indirectly.
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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

(A)

(D)

Date Exercisable

Expiration Date

Title

Amount or Number of Shares

Stock Option (right to buy)

$ 39.05

02/25/2005

28,000

⁽²⁾

02/04/2013

Common

28,000

$ 0

14,000

Stock Option (right to buy)

$ 41.81

02/25/2005

18,334

⁽³⁾

01/01/2012

Common

18,334

$ 0

Stock Option (right to buy)

$ 40.53

02/25/2005

14,000

⁽⁴⁾

01/01/2011

Common

14,000

$ 0

Stock Option (right to buy)

$ 41.81

02/25/2005

15,000

⁽⁵⁾

01/02/2012

Common

15,000

$ 0

Reporting Owners

Reporting Owner Name / Address	Relationships
Reporting Owner Name / Address	Director	10% Owner	Officer	Other
SMITH RANDY P INGERSOLL-RAND COMPANY 155 CHESTNUT RIDGE ROAD MONTVALE, NJ 07645			Senior Vice President

Signatures

By:/s/Barbara A. Santoro - Attorney-in-Fact		02/28/2005
^**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)	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.
(2)	The option vests in three equal annual installments beginning on 2/5/2004.
(3)	The option vests in three equal annual installments beginning on 1/2/2003.
(4)	The option vests in three equal annual installments beginning on 1/2/2002.
(5)	These options were granted pursuant to the Company Incentive Stock Plan and vested when the closing price of Ingersoll-Rand Class A Common Shares reached or exceeded $55 per share by January 2, 2004 and closed no lower than that price for the 90 consecutive days following the achievement of the $55 vesting threshold. Following achievement of the vesting threshold, these options became exercisable on 1/2/2003, 1/2/2004 and 1/2/2005.

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