EXHIBIT 4.8













                 INGERSOLL-RAND COMPANY LIMITED,


                     INGERSOLL-RAND COMPANY,


                               AND


                      THE BANK OF NEW YORK,
                           as Trustee




                  SECOND SUPPLEMENTAL INDENTURE

                  Dated as of December 31, 2001



            Supplementing and Amending the Indenture
                   Dated as of March 23, 1998


SECOND 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,  Company  and  the  Trustee  are  parties   to   an
Indenture, dated as of March 23, 1998, as the same may be amended
or  supplemented  from time to time (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,  provided  that  such  action  shall   not
adversely  affect the interests of the Holders of  Securities  of
any series in any material respect.

     WHEREAS,  the  Company and the Trustee have determined  that
this  Second 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  Second 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 Exchange Act; 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 Exchange Act  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,
          (a)  concurrently  with  furnishing  the  same  to  its
          shareholders,    IR-Limited's    annual    report    to
          shareholders,     containing    certified     financial
          statements, and any other financial reports  which  IR-
          Limited  generally  furnishes to its shareholders,  and
          (b)  within 30 days after the filing thereof  with  the
          Trustee,  such  summaries  of  any  other  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 Officer's Certificates).


                            ARTICLE 3
                    CERTIFICATE OF COMPLIANCE

     SECTION 2.1. Certificate of Compliance. Section 1003 of  the
Indenture  is  hereby amended by deleting it in its entirety  and
substituting in place thereof the following:

               SECTION  1003. COMPLIANCE CERTIFICATES. IR-Limited
          will deliver to the Trustee on or before May 15 in each
          year   ending  after  the  date  hereof,  an  Officer's
          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   of   the  Company  in  the  performance   and
          observance  of  any  of  the  covenants  contained   in
          Sections 1005 and 1006, 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  Second  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   Second
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 Second Supplemental Indenture are inserted  for
convenience  of reference and shall not be deemed to  be  a  part
thereof.

     SECTION   4.3.   Counterparts.  This   Second   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  Second
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  Second 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   Second
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  Second 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 Second Supplemental  Indenture.
Nothing  in  this  Second  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  Second
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   Second
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 Second
Supplemental Indenture, as of the date first above written.

Attest:                       INGERSOLL-RAND COMPANY LIMITED


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Attest:


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Attest:                       INGERSOLL-RAND COMPANY


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                              THE BANK OF NEW YORK, as Trustee


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