EXHIBIT 10.19

                  REORGANIZATION AMENDMENT
                           TO THE
     INGERSOLL-RAND COMPANY INCENTIVE STOCK PLAN OF 1995


       WHEREAS,   Ingersoll-Rand  Company,  a   New   Jersey
corporation,  adopted the Ingersoll-Rand  Company  Incentive
Stock Plan of 1995 (the "Plan"); and

      WHEREAS, Ingersoll-Rand Company reserved the right  at
any  time  and  from  time to time  to  amend  the  Plan  in
accordance with Section 14 of the Plan; and

     WHEREAS, Ingersoll-Rand Company, acting on authority of
its  Board of Directors and shareholders, desires  to  amend
the Plan.

     NOW,  THEREFORE,  the  Plan shall  be  amended  in  the
following respects effective as of the date hereof  or  such
other dates as noted below:

     1.    As of the Effective Time, the name of the Plan is
hereby  changed to Ingersoll-Rand Company Limited  Incentive
Stock  Plan of 1995 and Ingersoll-Rand Company Limited shall
assume  the rights and obligations of the Company under  the
Plan and shall become the Plan sponsor.

     2.   As of the Effective Time, the word "members" shall
be  substituted for the word "shareholders" in Section 1  of
the  Plan to reflect the fact that at the Effective Time all
shareholders  in Ingersoll-Rand Company shall  automatically
become members of the Company.

     3.    The  definition  of "Change  in  Control  of  the
Company"  in Section 2 of the Plan is hereby amended  as  of
the date hereof by adding the following to the end thereof:

           "Notwithstanding any provision of this Section or
any  other Section of the Plan to the contrary, none of  the
transactions contemplated by the Merger Agreement which  are
undertaken  by (i) Ingersoll-Rand Company or its  affiliates
prior  to or as of the Effective Time or (ii) Ingersoll-Rand
Company  Limited or its affiliates on or after the Effective
Time  shall  trigger, constitute or be deemed  a  Change  in
Control of the Company'."

     4.    The definition of "Common Stock" in Section 2  of
the  Plan is hereby amended and restated to read as  follows
in its entirety as of the Effective Time:

           "Common Stock:  The Class A common shares of  the
Company,  par value $1.00 per share, or such other class  of
shares or other securities as may be applicable pursuant  to
the provisions of paragraph (a) of Section 10."

     5.    The  definition of "Company" in Section 2 of  the
Plan  is  hereby amended and restated to read as follows  in
its entirety as of the Effective Time:

            "Company:   Ingersoll-Rand  Company  Limited,  a
Bermuda company."

      6.   Section 2 of the Plan is hereby amended as of the
date  hereof to include the following definitions in  proper
alphabetical progression:

           "Effective Time:  The Effective Time as such term
is defined in the Merger Agreement."

           "Merger  Agreement:  That certain  Agreement  and
Plan  of Merger among Ingersoll-Rand Company, Ingersoll-Rand
Company  Limited,  and  IR Merger Corporation  dated  as  of
October  31, 2001, pursuant to which Ingersoll-Rand  Company
will become an indirect wholly-owned subsidiary of Ingersoll-
Rand Company Limited."

     7.   Except as specifically set forth herein, all other
terms of the Plan shall remain in full force and effect  and
are hereby ratified in all respects.

     IN   WITNESS   WHEREOF,  Ingersoll-Rand   Company   and
Ingersoll-Rand   Company  Limited  have   had   their   duly
authorized   representatives   sign   this   Amendment    on
December 21, 2001.

                         INGERSOLL-RAND COMPANY


                         By:  /S/
                              Ronald G. Heller
                              Vice President and Secretary




                         INGERSOLL-RAND COMPANY LIMITED


                         By:  /S/
                              Patricia Nachtigal
                              Senior   Vice  President and
                              General Counsel