EXHIBIT 4.5







                 INGERSOLL-RAND COMPANY LIMITED,


                     INGERSOLL-RAND COMPANY,


                               AND


                      THE BANK OF NEW YORK,
                           as Trustee




                  FOURTH SUPPLEMENTAL INDENTURE

                  Dated as of December 31, 2001



            Supplementing and Amending the Indenture
                   Dated as of August 1, 1986



FOURTH   SUPPLEMENTAL  INDENTURE,  dated  as  of   December   31,
2001,  among Ingersoll-Rand Company Limited, a company  organized
and existing under the laws of Bermuda ("IR-Limited"), Ingersoll-
Rand  Company, a New Jersey corporation (the "Company"), and  The
Bank  of New York, as trustee (the "Trustee").  Terms not defined
herein shall have the meanings assigned to them in the Indenture.

                            RECITALS

     WHEREAS,  the  Company and the Trustee  are  parties  to  an
Indenture,   dated  as  of  August  1,  1986,  as  amended   (the
"Indenture"), providing for the issuance from time to time of the
Company's  unsecured  debentures, notes  or  other  evidences  of
indebtedness (herein and therein called the "Securities"), to  be
issued in one or more series as provided in the Indenture.

     WHEREAS, on December 31, 2001, a newly formed subsidiary  of
IR-Limited  is expected to merge with and into the  Company  with
the  Company  being the surviving corporation in the merger  (the
"Merger")  and  each  outstanding share of common  stock  of  the
Company will be converted into one share of Class A common  stock
of IR-Limited.

     WHEREAS,  in connection with the Merger, IR-Limited  desires
to guarantee all of the Company's obligations under the Indenture
and the Securities.

     WHEREAS,  Section  901 of the Indenture  provides  that  the
Company,  when authorized by a Board Resolution, and the  Trustee
may  enter into a supplemental indenture, without the consent  of
any  Holder,  to make provisions with respect to matters  arising
under  the  Indenture  which  shall  not  adversely  affect   the
interests of the Holders of such Securities.

     WHEREAS,  the  Company and the Trustee have determined  that
this  Fourth Supplemental Indenture complies with Section 901  of
the  Indenture  and does not require the consent of  any  Holders
and,  on  the basis of the foregoing, the Trustee has  determined
that  this  Fourth Supplemental Indenture is in form satisfactory
to it.

                      W I T N E S S E T H :

     NOW, THEREFORE, for and in consideration of the premises, it
is  mutually  covenanted and agreed, for the  equal  and  ratable
benefit of the Holders, as follows:


                            ARTICLE 1
                    GUARANTEE OF OBLIGATIONS

     SECTION 1.1    Guarantee. IR-Limited hereby irrevocably  and
unconditionally guarantees to the Trustee and the Holders on  and
after  the  Effective Date all of the obligations of the  Company
under  the  Indenture and the Securities, including the  punctual
payment when due, whether at stated maturity, by acceleration  or
otherwise, of the principal of, premium, if any, and interest  on
the  Securities according to the terms of the Securities  and  as
more  fully  described  in  the  Indenture.  Notwithstanding  the
foregoing, the Company shall remain obligated under the Indenture
and   the  Securities,  in  accordance  with  the  terms  of  the
Indenture.  "Effective Date" shall mean the close of business  on
December  31,  2001, the date on which a certificate  of  merger,
reflecting the Merger and filed with the Treasurer of  the  State
of New Jersey, is expected to have become effective in accordance
with New Jersey law.


                            ARTICLE 2
                      REPORTS BY IR-LIMITED

     SECTION 2.1. Reports. Section 704 of the Indenture is hereby
amended by deleting it in its entirety and substituting in  place
thereof the following:

          SECTION 704.  Reports by IR-Limited.

               IR-Limited shall:

               (1)   file with the Trustee, within 15 days  after
          IR-Limited  is  required  to file  the  same  with  the
          Commission,  copies of the annual reports  and  of  the
          information, documents and other reports (or copies  of
          such portions of any of the foregoing as the Commission
          may   from  time  to  time  by  rules  and  regulations
          prescribe)  which  IR-Limited may be required  to  file
          with  the Commission pursuant to Section 13 or  Section
          15(d) of the Securities Exchange Act of 1934; or if IR-
          Limited  is not required to file information, documents
          or reports pursuant to either of said Sections, then it
          shall  file  with  the Trustee and the  Commission,  in
          accordance  with rules and regulations prescribed  from
          time   to   time  by  the  Commission,  such   of   the
          supplementary  and periodic information, documents  and
          reports which may be required pursuant to Section 13 of
          the  Securities Exchange Act of 1934, in respect  of  a
          security listed and registered on a national securities
          exchange as may be prescribed from time to time in such
          rules and regulations;

               (2)  file with the Trustee and the Commission,  in
          accordance with rules and  regulations prescribed  from
          time   to  time  by  the  Commission,  such  additional
          information,  documents  and reports  with  respect  to
          compliance  by  IR-Limited  with  the  conditions   and
          covenants  of  this Indenture as may be  required  from
          time to time by such rules and regulations; and

               (3)   transmit  by mail to all Holders,  as  their
          names  and  addresses appear in the Security  Register,
          within  30  days  after  the filing  thereof  with  the
          Trustee,  such summaries of any information,  documents
          and reports required to be filed by IR-Limited pursuant
          to  paragraphs (1) and (2) of this Section  as  may  be
          required by rules and regulations prescribed from  time
          to time by the Commission.

     Delivery of such reports, information and documents  to  the
Trustee  is  for  informational purposes only and  the  Trustee's
receipt of such shall not constitute constructive notice  of  any
information  contained therein or determinable  from  information
contained therein, including the Company's compliance with any of
its  covenants hereunder (as to which the Trustee is entitled  to
rely exclusively on Officers' Certificates).


                            ARTICLE 3
                    CERTIFICATE OF COMPLIANCE

     SECTION 3.1. Certificate of Compliance. Section 1007 of  the
Indenture  is  hereby amended by deleting it in its entirety  and
substituting in place thereof the following:

          SECTION 1007. Statement by Officers as to Default

               IR-Limited  will  deliver to  the  Trustee  on  or
          before  May  15  in  each year ending  after  the  date
          hereof,  an Officers' Certificate stating that  in  the
          course  of the performance by each signer of his duties
          as  an  officer  of IR-Limited he would  normally  have
          knowledge  of  any  default  by  the  Company  in   the
          performance  and  observance of any  of  the  covenants
          contained  in  Sections  802, 1004  and  1005,  stating
          whether  or  not he has knowledge of any  such  default
          and,  if so, specifying each such default of which such
          signer has knowledge and the nature thereof.


                            ARTICLE 4
                       GENERAL PROVISIONS

     SECTION  4.1. Incorporation of Indenture. All the provisions
of  this  Fourth  Supplemental Indenture shall be  deemed  to  be
incorporated  in,  and  made a part of, the  Indenture;  and  the
Indenture,   as   supplemented  and  amended   by   this   Fourth
Supplemental Indenture, shall be read, taken and construed as one
and the same instrument.

     SECTION  4.2.  Headings. The headings of  the  Articles  and
Sections  of this Fourth Supplemental Indenture are inserted  for
convenience  of reference and shall not be deemed to  be  a  part
thereof.

     SECTION   4.3.   Counterparts.  This   Fourth   Supplemental
Indenture may be executed in any number of counterparts, each  of
which so executed shall be deemed to be an original, but all such
counterparts  shall  together constitute but  one  and  the  same
instrument.

     SECTION  4.4.  Conflict  with Trust Indenture  Act.  If  any
provision  hereof  limits, qualifies or  conflicts  with  another
provision hereof which is required to be included in this  Fourth
Supplemental  Indenture  by any of the provisions  of  the  Trust
Indenture Act, such required provision shall control.

     SECTION  4.5.  Successors. All covenants and  agreements  in
this  Fourth Supplemental Indenture by the Company and IR-Limited
shall  be  binding upon and accrue to benefit of their respective
successors.   All  covenants  and  agreements  in   this   Fourth
Supplemental Indenture by the Trustee shall be binding  upon  and
accrue to the benefit of its successors.

     SECTION  4.6. Severability Clause. In case any provision  in
this  Fourth Supplemental Indenture shall be invalid, illegal  or
unenforceable, the validity, legality and enforceability  of  the
remaining provisions shall not in any way be affected or impaired
thereby.

     SECTION  4.7.    Benefits of Fourth Supplemental  Indenture.
Nothing  in  this  Fourth  Supplemental  Indenture,  express   or
implied, shall give to any person, other than the parties  hereto
and  their  successors hereunder and the Holders, any benefit  or
any  legal or equitable right, remedy or claim under this  Fourth
Supplemental Indenture.

            SECTION 4.8. Governing Law. This Agreement and the
rights and duties of the parties hereunder shall be governed by,
and construed in accordance with, the law of the State of New
York without regard to any conflict of law principles thereof.

     SECTION 4.9  Trustee Not Responsible for Recitals.  The
Trustee makes no undertaking or representations in respect of,
and shall not be responsible in any manner whatsoever for and in
respect of, the validity or sufficiency of this Fourth
Supplemental Indenture or the proper authorizations or the due
execution hereof by the Company or for or in respect of the
recitals and statements contained herein, all of which recitals
and statements are made solely by the Company.



                   [signature page to follow]



     IN WITNESS WHEREOF, the parties hereto have caused their
duly authorized officers to execute and deliver this Fourth
Supplemental Indenture, as of the date first above written.


Attest:                       INGERSOLL-RAND COMPANY LIMITED



/S/________________________   /S/_______________________
Name:                         By:
                              Title:


Attest:


/S/_______________________    /S/________________________
Name:                         By:
                              Title:


Attest:                            INGERSOLL-RAND COMPANY



/S/______________________     /S/________________________
Name:                         By:
                              Title:


                              THE BANK OF NEW YORK, as Trustee



                              /S/________________________
                              By:
                              Title: