**                                                                         Exhibit 31.2**

** **

**CERTIFICATION**

     I, Timothy R. McLevish, certify that:

    1.   I have reviewed the annual report on Form 10-K ofIngersoll-Rand Company Limited;

    2.   Basedon my knowledge, this report does not contain any untrue statement of amaterial fact or omit to          state a material fact necessary to make the statementsmade, in light of the circumstances under which          such statements were made, notmisleading with respect to the period covered by this report; 

    3.  Basedon my knowledge, the financial statements, and other financial informationincluded in this report,          fairly present in all material respects the financialcondition, results of operations and cash flows of the          registrant as of, andfor, the periods presented in this report;

    4.  Theregistrant's other certifying officer and I are responsible for establishingand maintaining disclosure         controls and procedures (as defined in Exchange ActRules 13a-15(e) and 15d-15(e)) for the registrant         and have:

            a.   Designedsuch disclosure controls and procedures, or caused such disclosure controls and                   procedures to be designed under our supervision, to ensure that materialinformation relating to the                   registrant, including its consolidatedsubsidiaries, is made known to us by others within those                   entities, particularlyduring the period in which this report is being prepared;

            b.    Evaluatedthe effectiveness of the registrant's disclosure controls and procedures andpresented in                    this report our conclusions about the effectiveness of thedisclosure controls and procedures, as of                   the end of the period covered by thisreport based on such evaluation; and

            c.   Disclosedin this report any change in the registrant's internal control over financialreporting that                   occurred during the registrant's most recent fiscal quarter thathas materially affected, or is                   reasonably likely to materially affect, theregistrant's internal control over financial reporting; and

    5.   Theregistrant's other certifying officer and I have disclosed, based on our mostrecent evaluation of          internal control over financial reporting, to theregistrant's auditors and the audit committee of the          registrant's board ofdirectors (or persons performing the equivalent functions):

            a.   Allsignificant deficiencies and material weaknesses in the design or operation ofinternal control                  over financial reporting which are reasonably likely toadversely affect the registrant's ability to                  record, process, summarize andreport financial information; and

            b. Anyfraud, whether or not material, that involves management or other employees whohave a                 significant role in the registrant's internal control over financialreporting.

Date: February 26, 2004                                           /s/Timothy R. McLevish                                                                                 Timothy R. McLevish                                                                                 PrincipalFinancial Officer