UNITED STATES SECURITIES AND EXCHANGE COMMISSION
                        Washington, D.C. 20549
                              FORM 10-K

    X   ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE
        SECURITIES EXCHANGE ACT OF 1934

             For the fiscal year ended December 31, 2001
                                  or
        TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE
        SECURITIES EXCHANGE ACT OF 1934
            For the transition period from       to

                      Commission File No. 1-985
                   INGERSOLL-RAND COMPANY LIMITED
       (Exact name of registrant as specified in its charter)

              BERMUDA                         N/A
  (State or other jurisdiction of       (I.R.S. Employer
  incorporation or organization)        Identification No.)

                          Clarendon House
                          2 Church Street
                       Hamilton HM 11, Bermuda
              (Address of principal executive offices)

Registrant's telephone number, including area code: (441)295-2838
Securities registered pursuant to Section 12(b) of the Act:
                                        Name of each exchange
     Title of each class                 on which registered
     Class A Common Shares,
       Par Value $1.00 per
       Share                            New York Stock Exchange

Securities registered pursuant to Section 12(g) of the Act: None

  Indicate by check mark whether the registrant (1) has filed all
reports  required  to be filed by Section  13  or  15(d)  of  the
Securities  Exchange Act of 1934 during the preceding  12  months
(or  for such shorter period that the registrant was required  to
file  such  reports),  and (2) has been subject  to  such  filing
requirements for the past 90 days.
YES  X     NO

   Indicate  by  check  mark if disclosure of  delinquent  filers
pursuant  to Item 405 of Regulation S-K is not contained  herein,
and will not be contained, to the best of registrant's knowledge,
in  definitive  proxy or information statements  incorporated  by
reference in Part III of this Form 10-K or any amendment to  this
Form 10-K [X]

The  aggregate market value of common stock held by nonaffiliates
on March 4, 2002 was $8,968,446,161 based on the closing price of
such  stock  on the New York Stock Exchange.


The number of common A shares outstanding as of March 4, 2002 was
168,307,565.


              DOCUMENTS INCORPORATED BY REFERENCE

   Annual  Report  to  Shareholders for  the  fiscal  year  ended
December  31, 2001.  With exception of those portions  which  are
incorporated by reference into Parts I, II and IV of this Form 10-
K Annual Report, the 2001 Annual Report to Shareholders is not to
be deemed filed as part of this report.

  Portions of the registrant's proxy statement to be filed within
120  days  of  the  close  of  the registrant's  fiscal  year  in
connection  with  the  registrant's  Annual  General  Meeting  of
Shareholders to be held May 1, 2002 are incorporated by reference
into Part III of this Form 10-K.

                             PART I
Item 1.   BUSINESS

Effective  December 31, 2001, Ingersoll-Rand Company  Limited,  a
Bermuda  company (IR-Limited or the company) became the successor
to  Ingersoll-Rand  Company,  a New  Jersey  corporation  (IR-New
Jersey),    following    a    corporate    reorganization    (the
reorganization).   IR-New  Jersey was  organized  in  1905.   The
reorganization  was  accomplished through a merger  of  a  newly-
formed  merger subsidiary into IR-New Jersey. IR-New Jersey,  the
surviving  company,  continues to exist as an  indirect,  wholly-
owned  subsidiary of IR-Limited. IR-Limited and its  subsidiaries
will  continue to conduct the businesses previously conducted  by
IR-New  Jersey and its subsidiaries. The reorganization has  been
accounted  for  as  a  reorganization of  entities  under  common
control and accordingly it did not result in any changes  to  the
consolidated  amounts of assets, liabilities,  and  shareholders'
equity.

During 2001, the company continued the restructuring program  and
productivity  initiatives  that were  initiated  in  2000,  which
includes    such    actions   as   employee   severance,    plant
rationalizations, organizational realignments consistent with the
company's market-based structure and the consolidation  of  back-
office processes. In response to continued weakness in its  major
end   markets,   the  company  initiated  a   second   phase   of
restructuring and productivity initiatives in the fourth  quarter
of  2001  focused on reducing general and administrative expenses
and  is expected to cost $150 million and be completed by the end
of  2002.  The programs have resulted in the closure of 20 plants
and  a  workforce reduction of more than 3,900 employees. Charges
for  restructuring and productivity initiatives for 2001  totaled
$216.9 million.

During  2001, the consolidated financial statements were restated
to   report  Dresser-Rand  Company  (Dresser-Rand)  on  a  fully-
consolidated  basis  since the February 2000 acquisition  of  the
remaining 51%.  Previously, the company reported the results  and
net  assets of Dresser-Rand as assets held for sale. The  company
owned 49% of Dresser-Rand in 1999 and accounted for it under  the
equity method.

In  2001, the company acquired twelve entities for cash of $158.3
million   and  treasury  stock  of  $15.3  million.   The   major
acquisitions by segment are as follows:

  Climate Control
  O  Grenco Transportkoeling B.V., based in the Netherlands, a
     transport refrigeration sales and service business.
  O  National Refrigeration Services, Inc. (NRS), based in
     Atlanta, Georgia, a leading provider of commercial refrigeration
     products and services for food storage, distribution and display
     throughout the United States.
  O  Taylor Industries Inc., based in Des Moines, Iowa and an
     affiliated business, Taylor Refrigeration (Taylor),  distributes,
     installs and services refrigeration equipment, food service
     equipment and electric doors.

 Engineered Solutions
  O  Nadella S.A., based in France, supplies precision  needle
     bearings for automotive and industrial applications.  Nadella was
     previously 50% owned by the company.

 Infrastructure
  O  Superstav spol. s.r.o., based in the Czech Republic,  and
     Earth Force America, Inc. based in South Carolina, both of which
     are manufacturers of compact tractor loader backhoes.

  Security and Safety
  O  Kryptonite Corporation, based in Massachusetts, a leading
     manufacturer of locks for recreational and portable security
     applications.
  O  ITO Emniyet Kilit Sistemleri A., based in Turkey, a leading
     manufacturer and distributor of locks, cylinders and keys.

The  company adopted Emerging Issues Task Force Issue  No.  00-25
"Vendor  Income Statement Characterization of Consideration  Paid
to  a Reseller of the Vendor's Products" in the fourth quarter of
2001.   Upon  adoption,  financial  statements  for  all  periods
presented  have been restated to comply with the income statement
classification   of  reseller  finance  costs   and   cooperative
advertising programs, which resulted in decreases to net sales of
$28.6 million, $24.0 million, and $23.6 million, decreases in
cost  of  goods sold of $13.1 million, $15.8 million,  and  $17.7
million,  increases  in  selling and administrative  expenses  of
$18.5 million, $21.3 million, and $13.7 million, and decreases in
interest  expense  of  $34.0 million, $29.5  million,  and  $19.6
million in 2001, 2000, and 1999, respectively.

The company is a leading provider of security and safety, climate
control,  industrial solutions and infrastructure  products.   In
each  of  these  markets, the company offers  a  diverse  product
portfolio that includes well-recognized industrial and commercial
brands.    During  2001,  the  company  expanded  its  Industrial
Solutions  Sector to include Dresser-Rand, renamed  its  Bearings
and Components Segment to Engineered Solutions and aggregated its
tools  and  related  production equipment operations,  previously
reported as part of the Industrial Products Segment, in  the  Air
and  Productivity Solutions Segment. Club Car has been  added  to
the Infrastructure Segment.

Climate  Control  focuses  on markets  requiring  refrigerant-gas
compression  technology and services to provide gas pressure  for
distribution  to  end users or to maintain a refrigeration  cycle
for  protecting  food  and  other perishables.   Climate  Control
includes  Themo  King  and  Hussmann.  Hussmann  experiences  the
greatest demand for its products in the third and fourth quarters
of  the  year.  This demand results from the customers'  seasonal
construction  cycles and the desire to complete stores  prior  to
the  year-end  holiday season. Climate Control products  include:
Thermo  King  transport  temperature  control  units  for   truck
trailers,  small trucks, seagoing containers and air conditioning
for   buses,   and  Hussmann  refrigerated  display   cases   for
supermarkets,    delicatessens   and   other    commercial    and
institutional refrigeration applications.

Industrial Solutions is composed of a diverse group of businesses
focused  on  providing solutions to enhance customers' industrial
efficiency.  Industrial Solutions consists of the following three
segments,  Air  and  Productivity  Solutions,  Dresser-Rand,  and
Engineered Solutions.

Air   and  Productivity  Solutions  is  engaged  in  the  design,
manufacture, sale and service of air compressors, fluid products,
microturbines, and industrial tools.

Dresser-Rand  is  engaged in the design,  manufacture,  sale  and
service   of  gas  compressors,  gas  and  steam  turbines,   and
generators.

Engineered Solutions is engaged in the design, manufacture,  sale
and  service  of  precision bearing products and  motion  control
components  and  assemblies.   It includes  both  Automotive  and
Industrial  Engineered  Solutions  and  was  formerly  known   as
Bearings and Components.

Infrastructure supplies products and services for  all  types  of
construction projects, industrial and commercial development, and
golf  and  utility vehicles.  Products include Bobcat  skid-steer
loaders  and  compact  hydraulic excavators,  Blaw-Knox  and  ABG
pavers,  Ingersoll-Rand compactors, drilling equipment,  portable
power products, and Club Car golf and utility vehicles.

Security   and  Safety  manufactures  and  markets  architectural
hardware  and  access-control products and service  to  customers
seeking  to  enhance productivity and security  for  residential,
commercial  and institutional buildings.  Products include  locks
and locksets, door closers, exit devices, steel doors and frames,
power-operated  doors, architectural columns  and  biometric  and
electronic access control technologies.

Products

Principal products of the company include the following:

  Air balancers                      Golf cars
  Air compressors & accessories      Hoists
  Air dryers                         Hydraulic breakers
  Air logic controls                 Lubrication equipment
  Air motors                         Microturbines
  Air and electric tools             Material handling equipment
  Asphalt compactors                 Needle roller bearings
  Asphalt pavers                     Paving equipment
  Automated dispensing systems       Piston pumps
  Automatic doors                    Pneumatic breakers
  Automotive components              Pneumatic cylinders
  Ball bearings                      Pneumatic valves
  Bath fittings and accessories      Portable compressors
  Biometric access control           Portable generators
  systems                            Portable light towers
  Blasthole drills                   Portable security products
  Compact hydraulic excavators       Refrigerated display cases
  Compact tractor-loader-            Refrigeration systems
    backhoes                         Road-building machinery
  Construction equipment             Rock drills
  Diaphragm pumps                    Rock stabilizers
  Door closers and controls          Roller bearings
  Door locks, latches &              Rotary drills
    locksets                         Rough-terrain material
  Doors and door frames (steel)        handlers
  Drilling equipment and             Skid-steer loaders
     accessories                     Soil compactors
  Electrical security products       Spray-coating systems
  Electronic access control          Telescopic material handlers
    systems                          Transport temperature
  Engine-starting systems            control systems
  Exit devices                       Turbo machinery
  Extrusion pump systems             Utility vehicles
  Fastener-tightening systems        Waterjet-cutting systems
  Fluid-handling equipment           Water-well drills
  Gas compressors                    Winches


These  products are sold primarily under the company's  name  and
also  under other names including ABG, Blaw-Knox, Bobcat, Club
Car,  Datum,  Dresser-Rand,  Dor-O-Matic,  Fafnir,  Falcon,
Glynn-Johnson,  Hussmann, Johnstone, LCN,  Legge,  Monarch,
Montabert,   Normbau,  Schlage,  Steelcraft,  Thermo   King,
Torrington, Von Duprin and Zimmerman.

During the past three years, the division of the company's  sales
between capital goods and expendables has been in the approximate
ratio  of  67  percent and 33 percent, respectively. The  company
generally  defines as expendables those products  which  are  not
capitalized by the ultimate user.  Examples of such products  are
parts  sold  for  replacement purposes, power  tools  and  needle
bearings.

Additional  information on the company's business  and  financial
information   about  industry  segments  is  presented   in   the
consolidated financial statements.

Distribution

The  company's  products are distributed by a number  of  methods
which  the  company  believes  are appropriate  to  the  type  of
product.  Sales are made in the U.S. through branch sales offices
and  through  distributors and dealers across the United  States.
Non-U.S.  sales  are made through numerous subsidiary  sales  and
service companies with a supporting chain of distributors in over
100 countries.

Working Capital

The  products manufactured by the company must usually be readily
available  to  meet  rapid delivery requirements.   Such  working
capital  requirements  are  not,  however,  in  the  opinion   of
management,  materially different from those experienced  by  the
company's major competitors.

Customers

No  material part of the company's business is dependent  upon  a
single  customer or very few customers, the loss of  any  one  of
which  would  have  a material adverse effect  on  the  company's
operations.

Competitive Conditions

The  company's  products are sold in highly  competitive  markets
throughout the world against products produced by both  U.S.  and
non-U.S.  corporations.  The principal methods of competition  in
these  markets relate to price, quality and service.  The company
believes that it is one of the leading manufacturers in the world
of  a  broad  line  of  air  compression  systems,  anti-friction
bearings,  construction equipment, transport temperature  control
products,   refrigerated  display  merchandisers,   refrigeration
systems  and controls, air tools, golf cars and utility vehicles.
In  addition,  the company believes it is a leading  supplier  in
U.S.  markets for locks, other door hardware products, skid-steer
loaders and asphalt paving equipment.

Operations by Geographic Area

Sales  to  customers  outside  the United  States  accounted  for
approximately 37 percent of the consolidated net sales  in  2001.
Sales  outside  of the United States are made in  more  than  100
countries;  therefore, the attendant risks  of  manufacturing  or
selling  in  a  particular country, such as  nationalization  and
establishment  of  common markets, would not have  a  significant
effect on the company's non-U.S. operations.

Raw Materials

The  company manufactures many of the components included in  its
products.    The  principal  raw  materials  required   for   the
manufacture of the company's products are purchased from numerous
suppliers,  and  the company believes that available  sources  of
supply  will  generally  be sufficient  for  its  needs  for  the
foreseeable future.

Backlog

The company's approximate backlog of orders at December 31, 2001,
believed  by  it  to  be  firm, was $321.2  million  for  Climate
Control,  $153.4  million  for  Air and  Productivity  Solutions,
$300.2  million  for  Engineered Solutions,  $760.1  million  for
Dresser-Rand, $170.1 million for Infrastructure and $72.6 million
for  Security  and Safety as compared to $306.5  million,  $144.0
million, $329.7 million, $557.5 million, $198.5 million and $77.5
million  respectively,  at  December  31,  2000.   These  backlog
figures are based on orders received.  While the major portion of
the  company's products are built in advance of order and  either
shipped or assembled from stock, orders for specialized machinery
or  specific  customer application are submitted  with  extensive
lead   time   and  are  often  subject  to  revision,   deferral,
cancellation   or  termination.   The  company   estimates   that
approximately  90 percent of the backlog will be  shipped  during
the next twelve months.

Research and Development

The   company   maintains  extensive  research  and   development
facilities for experimenting, testing and developing high quality
products.   The company employs approximately 1,900  professional
employees  for  its  research  and development  activities.   The
company spent $215.4 million in 2001, $198.2 million in 2000  and
$186.2 million in 1999 on research and development.

Patents and Licenses

The company owns numerous patents and patent applications and  is
licensed  under others.  While it considers that in the aggregate
its  patents and licenses are valuable, it does not believe  that
its  business is materially dependent on its patents or  licenses
or  any group of them.  In the company's opinion, engineering and
production  skills, and experience are more responsible  for  its
market position than patents or licenses.

Environmental Matters

The company continues to be dedicated to an environmental program
to  reduce  the utilization and generation of hazardous materials
during  the  manufacturing process and  to  remediate  identified
environmental  concerns. As to the latter, the company  currently
is  engaged  in  site investigations and remedial  activities  to
address environmental cleanup from past operations at current and
former manufacturing facilities.

During  2001,  the company spent approximately  $2.0  million  on
capital  projects  for pollution abatement and  control,  and  an
additional    $7.8   million   for   environmental    remediation
expenditures  at sites presently or formerly owned or  leased  by
the  company. It should be noted that these amounts are difficult
to estimate because environmental improvement costs are generally
a  part  of the overall improvement costs at a particular  plant.
Therefore,  the  accurate  estimate  of  which  portion   of   an
improvement  or a capital expenditure relates to an environmental
improvement is difficult to ascertain.  The company believes that
these  expenditure  levels will continue and  may  increase  over
time.    Given   the  evolving  nature  of  environmental   laws,
regulations   and  technology,  the  ultimate  cost   of   future
compliance is uncertain.

The  company is a party to environmental lawsuits and claims, and
has  received  notices of potential violations  of  environmental
laws and regulations from the Environmental Protection Agency and
similar  state  authorities. It is identified  as  a  potentially
responsible  party (PRP) for cleanup costs associated  with  off-
site  waste  disposal at federal Superfund and state  remediation
sites, excluding sites as to which the company's records disclose
no  involvement or as to which the company's liability  has  been
fully determined.  For all sites there are other PRPs and in most
instances,   the  company's  site  involvement  is  minimal.   In
estimating  its  liability, the company has not assumed  it  will
bear  the entire cost of remediation of any site to the exclusion
of  other  PRPs  who  may be jointly and severally  liable.   The
ability of other PRPs to participate has been taken into account,
based  generally on the parties' financial condition and probable
contributions  on  a  per  site basis.  Additional  lawsuits  and
claims  involving environmental matters are likely to arise  from
time to time in the future.

Although uncertainties regarding environmental technology,  state
and  federal laws and regulations and individual site information
make estimating the liability difficult, management believes that
the total liability for the cost of remediation and environmental
lawsuits  and  claims  will not have a  material  effect  on  the
financial  condition, results of operations,  liquidity  or  cash
flows of the company for any year.  It should be noted that  when
the  company  estimates its liability for environmental  matters,
such estimates are based on current technologies, and the company
does   not   discount  its  liability  or  assume  any  insurance
recoveries.

Employees

There   are   approximately  56,000  employees  of  the   company
throughout  the world, of whom approximately 32,000 work  in  the
United  States and 24,000 outside the United States. The  company
believes relations with its employees are good.

Item 2.   PROPERTIES

Manufacturing and assembly operations are conducted in 65  plants
in the United States; 7 plants in Canada; 33 plants in Europe; 17
plants  in Asia and 8 plants in Latin America.  The company  also
maintains   various  warehouses,  offices  and   repair   centers
throughout the world.

Substantially all plant facilities are owned by the  company  and
the  remainder  are under long-term lease.  The company  believes
that  its plants and equipment have been well maintained and  are
generally in good condition.

Facilities under long-term lease are included below and  are  not
significant to each operating segment's total number of plants or
square footage.

Climate Control's manufacturing locations are as follows:

                                               Approximate
                          Number of Plants    Square Footage

        United States              13            4,220,000
        Non-U.S.                   18            4,548,000

                Total              31            8,768,000


Air and Productivity Solutions manufacturing facilities are as
follows:

                                               Approximate
                          Number of Plants    Square Footage

        United States              10            1,882,000
        Non-U.S.                   11            1,706,000

                Total              21            3,588,000


Engineered Solutions manufacturing facilities are as follows:

                                               Approximate
                          Number of Plants    Square Footage

        United States              14            3,423,000
        Non-U.S.                   13            2,240,000

                Total              27            5,663,000


Dresser-Rand's manufacturing facilities are as follows:

                                               Approximate
                          Number of Plants    Square Footage

        United States               3            2,464,000
        Non-U.S.                    7            2,738,000

                Total              10            5,202,000

Infrastructure's manufacturing facilities are as follows:

                                               Approximate
                          Number of Plants    Square Footage

        United States              11            3,210,000
        Non-U.S.                    7            1,069,000

                Total              18            4,279,000


Security and Safety's manufacturing facilities are as follows:

                                               Approximate
                          Number of Plants    Square Footage

        United States              14            2,071,000
        Non-U.S.                    9              750,000

                Total              23            2,821,000


Item 3.   LEGAL PROCEEDINGS

In  the normal course of business, the company is involved  in  a
variety  of  lawsuits,  claims and legal  proceedings,  including
proceedings  for off-site waste disposal cleanups  under  federal
Superfund and similar state laws.  In the opinion of the company,
pending  legal  matters,  are not expected  to  have  a  material
adverse effect on the results of operations, financial condition,
liquidity or cash flows.

See also the discussion under Item 1 - Environmental Matters.

Item 4.   SUBMISSION OF MATTERS TO A VOTE OF SECURITY HOLDERS

On December 14, 2001 the company's shareholders were asked to
vote on the change of the company's place of incorporation from
New Jersey to Bermuda.  The shareholders approved the proposal by
a vote of 113,915,706 (89%) to 14,332,195 (11%), with 1,309,232
shares that abstained from voting  The company has approximately
168 million shares outstanding.
The following information is included in accordance with the
provision of Part III, Item 10.

                           Date of
                         Service as    Principal Occupation and
                        an Executive   Other Information
Name and Age               Officer     for Past Five Years

Herbert L. Henkel    (53)  4/5/99      Chairman of Board (since May
                                         2000) and Chief Executive
                                         Officer (since October
                                         1999), President and
                                         Director (since April
                                         1999);(Chief Operating
                                         Officer April 1999 -
                                         October 1999; Textron,
                                         President, February 1999
                                         - March 1999 and Chief
                                         Operating Officer, 1998 -
                                         March 1999; President of
                                         Textron's Industrial
                                         Products Segment 1994-
                                         1998)
Gordon A. Mapp        (55) 6/14/00     Senior Vice President,
                                         Sector President,
                                         Climate Control (since
                                         June 2000) (President, Air
                                         Solutions Group and
                                         Industrial Productivity-Vice
                                         President, 1999-2000;
                                         President, Air Compressor
                                         Group 1998-1999, Vice
                                         President and General
                                         Manager, North American
                                         Division, Thermo King
                                         1993-1998)
Patricia Nachtigal     (55) 11/2/88      Director of the Board
                                         (since 1/1/02), Senior
                                         Vice President (since
                                         June 2000) and General
                                         Counsel (Vice President
                                         1988-2000)
Michael D. Radcliff    (51) 1/15/01    Senior Vice President,
                                         President, Global
                                         Business Services, and Chief
                                         Technology Officer (since
                                         January 2001); (Owens
                                         Corning, Vice President and
                                         CIO, and President and CEO of
                                         Integrex (an Owens Corning
                                         subsidiary) 1994 - 2000)
Donald H. Rice         (57)  2/1/96    Senior Vice President (since
                                         2001), Global Business Services
                                         and Human Resources, (2000-
                                         2001)(Vice President, Human
                                         Resources, 1995-2000)
Randy P. Smith         (52)  2/3/00    Senior Vice President (since June
                                         2000) and Sector President,
                                         Security and Safety (since
                                         February 2000); (Vice President,
                                         February 2000 - June 2000 Textron
                                         Fastening Systems, President
                                         1998-2000, Emerson Electric,
                                         President 1993-1998)
John E. Turpin          (55)  1/8/01   Senior Vice President and Sector
                                         President, Industrial Solutions
                                         (since January 2001); (The
                                         Stanley Works, Vice President,
                                         Operational Excellence, 1997-2000,
                                         Vice President, Operations,
                                         1995-1997)
Christopher P. Vasiloff (50) 11/1/01   Senior Vice President and Sector
                                         President, Infrastructure Sector
                                         (since November 2001); (President,
                                         Portable Power, Infrastructure
                                         Sector, 2000-2001; Vice President
                                         and General Manager Portable
                                         Compressor Division and Rotary
                                         Recip. Compressor Division, Air
                                         Compressor Group, 1996-2000)
Steven R. Shawley       (49)  6/1/98   Vice President and Controller
                                         (Controller 1998-1999, Thermo
                                         King Business Unit Controller
                                         1994-1998)

No  family  relationship exists between any of  the  above-listed
executive  officers of the company.  All officers are elected  to
hold  office  for one year or until their successors are  elected
and qualify.



                            PART II

Item 5.   MARKET  FOR THE REGISTRANT'S COMMON EQUITY AND  RELATED
          STOCKHOLDER MATTERS

Information  regarding  the principal market  for  the  company's
common stock and related shareholder matters are as follows:

Quarterly  share  prices and dividends for  the  Class  A  common
shares  are shown in the following tabulation.  The common shares
are listed on the New York Stock Exchange.

                                        Common Stock
                                High         Low       Dividend
2001
First quarter                 $48.84       $37.75         $0.17
Second quarter                 50.28        38.20          0.17
Third quarter                  45.20        30.41          0.17
Fourth quarter                $45.66       $32.50         $0.17
2000
First quarter                 $57.75       $34.13         $0.17
Second quarter                 51.38        39.38          0.17
Third quarter                  48.75        31.88          0.17
Fourth quarter                $44.81       $29.50         $0.17

The  Bank of New York (Church Street Station, P.O. Box 11258, New
York,  NY  10286-1258,  (800)524-4458)  is  the  transfer  agent,
registrar and dividend reinvestment agent.

On   March  5,  2001,  as  part  of  the  consideration  for  the
acquisition  of  Taylor  Industries, the company  issued  352,812
shares  of  the  company's  common  stock.   These  shares   were
previously held as treasury stock and had not been registered.

There   are  no  significant  restrictions  on  the  payment   of
dividends.  The approximate number of record holders of  Class  A
common shares as of February 28, 2002 was 10,495.

Item 6.   SELECTED FINANCIAL DATA

Selected financial data for the five years ended December 31,  is
as follows (in millions except per share amounts):

                                2001      2000       1999      1998       1997
Net sales                  $ 9,682.0  $9,597.6   $7,819.0  $7,517.6   $6,355.1

Earnings from continuing
  operations                   246.2     546.2      563.1     481.6      367.6

Total assets                11,063.7  11,052.6    8,390.4   7,918.1    8,026.7

Long-term debt               2,900.7   1,540.4    2,113.3   2,166.0    2,528.0

Shareholders' equity         3,916.6   3,481.2    3,073.2   2,721.8    2,357.7

Basic earnings per share:
  Continuing operations        $1.49     $3.39      $3.44     $2.94      $2.25
  Discontinued operations         -       0.76       0.17      0.17       0.08

Diluted earnings per share:
Continuing operations          $1.48     $3.36       $3.40    $2.91      $2.23
Discontinued operations           -       0.76        0.17     0.17       0.08

Dividends per common
  share                         0.68      0.68        0.64     0.60       0.57



Item 7.   MANAGEMENT'S  DISCUSSION  AND  ANALYSIS  OF FINANCIAL
          CONDITION AND RESULTS OF OPERATIONS

During  2001,  the following significant events occurred  that  affect
year-to-year comparisons:

Effective December 31, 2001, Ingersoll-Rand Company Limited, a Bermuda
company (IR-Limited or the company) became the successor to Ingersoll-
Rand  Company, a New Jersey corporation (IR-New Jersey),  following  a
corporate reorganization (the reorganization).  The reorganization was
accomplished through a merger of a newly-formed merger subsidiary into
IR-New  Jersey.  IR-New Jersey, the surviving company,   continues  to
exist  as  an  indirect, wholly-owned subsidiary  of  IR-Limited.  IR-
Limited  and  its  subsidiaries continue  to  conduct  the  businesses
previously  conducted  by  IR-New Jersey  and  its  subsidiaries.  The
reorganization has been accounted for as a reorganization of  entities
under  common control and accordingly it did not result in any changes
to  the consolidated amounts of assets, liabilities, and stockholders'
equity.

During  2001, the consolidated financial statements were  restated  to
report  Dresser-Rand  Company (Dresser-Rand) on  a  fully-consolidated
basis  since  the  February 2000 acquisition  of  the  remaining  51%.
Previously, the company reported the results and net assets of Dresser-
Rand as assets held for sale. The company owned 49% of Dresser-Rand in
1999 and accounted for it under the equity method.

During  2001, the company expanded its Industrial Solutions Sector  to
include Dresser-Rand, renamed its Bearings and Components Segment,  to
Engineered  Solutions and aggregated its tools and related  production
equipment  operations, previously reported as part of  the  Industrial
Products Segment, in the Air and Productivity Solutions Segment.  Club
Car  has  been added to the Infrastructure Segment.  All segment  data
presented reflects the new segment structure.

In  2001,  the  company acquired twelve entities for  cash  of  $158.3
million  and  treasury stock of $15.3 million.  The major acquisitions
by segment are as follows:

  Climate Control
  O  Grenco  Transportkoeling B.V., based  in  the  Netherlands,  a
     transport  refrigeration  sales and  service  business.  National
     Refrigeration Services, Inc. (NRS), based in Atlanta, Georgia,  a
     leading   provider  of  commercial  refrigeration  products   and
     services  for  food storage, distribution and display  throughout
     the United States.
  O  Taylor Industries Inc., based in Des Moines, Iowa and an
     affiliated business, Taylor Refrigeration (Taylor),  distributes,
     installs and services refrigeration equipment, food service
     equipment and electric doors.

 Engineered Solutions
  O  Nadella  S.A.,  based  in  France, supplies  precision  needle
     bearings for automotive and industrial applications. Nadella  was
     previously 50% owned by the company.

 Infrastructure
  O  Superstav  spol.  s.r.o., based in  the  Czech  Republic,  and
     Earth  Force America, Inc. based in South Carolina, both of which
     are manufacturers of compact tractor loader backhoes.

  Security and Safety
  O  Kryptonite  Corporation,  based in  Massachusetts,  a  leading
     manufacturer  of  locks  for recreational and  portable  security
     applications.
  O  ITO  Emniyet Kilit Sistemleri A., based in Turkey,  a  leading
     manufacturer and distributor of locks, cylinders and keys.

The company adopted Emerging Issues Task Force Issue No. 00-25 "Vendor
Income  Statement Characterization of Consideration Paid to a Reseller
of  the  Vendor's  Products"  in the fourth  quarter  of  2001.   Upon
adoption,  financial  statements for all periods presented  have  been
restated  to  comply  with  the  income  statement  classification  of
reseller  finance  costs and cooperative advertising  programs,  which
resulted in decreases to net sales of $28.6 million, $24.0 million and
$23.6 million, decreases in cost of goods sold of $13.1 million, $15.8
million  and  $17.7  million, increases in selling and  administrative
expenses  of  $18.5  million, $21.3 million  and  $13.7  million,  and
decreases  in  interest expense of $34.0 million,  $29.5  million  and
$19.6 million in 2001, 2000 and 1999, respectively.

During  2001,  the  company  continued the restructuring  program  and
productivity  initiatives that were initiated in 2000,  which  include
such   actions   as   employee  severance,   plant   rationalizations,
organizational realignments consistent with the company's market-based
structure and the consolidation of back-office processes. In  response
to  continued weakness in its major end markets, the company initiated
a  second phase of restructuring and productivity initiatives  in  the
fourth  quarter of 2001 focused on reducing general and administrative
expenses and is expected to cost $150 million and be completed by  the
end  of  2002.  The programs have resulted in the closure of 20 plants
and  a  workforce reduction of more than 3,900 employees. Charges  for
restructuring and productivity initiatives for full-year 2001  totaled
$216.9 million.

Results of Operations
Net  earnings  for 2001 were $246.2 million, or diluted  earnings  per
share of $1.48 as compared to $669.4 million and $4.12 per share,  and
$591.1  million  and  $3.57 per share in 2000 and 1999,  respectively.
All dollar amounts are in millions.

<TABLE>
                                       2001                                2000                     1999
                                    Restructure                        Restructure
                          Reported    and other   Adjusted    Reported   and other   Adjusted    Reported
                           Results      Charges    Results     Results     Charges    Results     Results
                                <c>          <c>        <c>         <c>         <c>        <c>         <c>
Sales                     $9,682.0     $    -     $9,682.0    $9,597.6     $   -     $9,597.6    $7,819.0
Cost of goods sold         7,611.5         85.9    7,525.6     7,141.4        25.1    7,116.3     5,673.2
Selling and administrative
  expenses                 1,454.2        47.4     1,406.8     1,279.6        29.3    1,250.3     1,066.1
Restructuring charges         93.1        93.1         -          87.2        87.2        -           -
Operating income          $  523.2     $(226.4)   $  749.6    $1,089.4     $(141.6)  $1,231.0    $1,079.7
Operating margin               5.4%                    7.7%       11.4%                  12.8%       13.8%

</TABLE>

Cost  of  goods sold, and selling and administrative expenses in  2001
and   2000   include  other  charges  for  productivity   investments.
Productivity  investments  consist  of  costs  for  equipment  moving,
facility  redesign,  employee relocation and retraining,  and  systems
enhancements.   Charges for productivity investments are  expensed  as
incurred.   Productivity  investments were incurred  by  all  business
segments.  Additionally in 2001, $9.5 million was included in  selling
and   administrative   expenses  for   costs   associated   with   the
reincorporation in Bermuda.

Revenues
2001  vs.  2000:   Revenues for 2001 increased  by  approximately  1%,
compared  to  2000.  Excluding  acquisitions,  revenues  declined   by
approximately  8%.   The poor economic conditions  have  significantly
impacted several of the company's end markets, and most major business
segments   have  experienced  lower  demand.   Excluding   acquisition
activity, revenues decreased in every segment.

2000  vs. 1999:  Revenues for 2000 increased by approximately 23% when
compared  with 1999.  This increase includes the favorable  effect  of
the Hussmann acquisition, as well as the inclusion of Dresser-Rand.

Cost of Goods Sold
2001  vs.  2000:   Cost of goods sold in 2001 was 78.6%  of  sales  as
compared  to  74.4% in 2000. Excluding productivity  investments,  the
ratio was 77.7% compared to 74.1%.  The increase in the ratio of  cost
of  goods sold to sales was due to reduced volume, unfavorable product
mix,  plant inefficiencies related to restructuring, and the full year
inclusion of Hussmann, which historically has had a higher ratio  than
the other operations of the company.  Additionally, cost of goods sold
in 2001 includes a $25 million benefit from payments received from the
U.S. Customs for antidumping claims.

2000  vs.  1999:   Cost of goods sold in 2000 was 74.4%  of  sales  as
compared  to  72.6% in 1999. Excluding productivity  investments,  the
ratio  was 74.1% in 2000.  The increase in the ratio of cost of  goods
sold to sales was mainly due to the inclusion of Hussmann.

Selling and Administrative Expenses
2001  vs.  2000:  Selling and administrative expenses  were  15.0%  of
sales  in  2001  as compared to 13.3% for 2000. Adjusted  selling  and
administrative  expenses were 14.5% of sales in 2001  as  compared  to
13.0%  in  2000.   The increase in the ratio reflects acquisitions  of
sales  and service businesses that historically maintain higher ratios
than the company's, and lower sales volumes by almost all segments.

2000  vs.  1999:  Selling and administrative expenses  were  13.3%  of
sales  in  2000  as compared to 13.6% for 1999. Adjusted  selling  and
administrative expenses were 13.0% of sales in 2000.

Restructure
In  2000,  the  company began a program to restructure  its  worldwide
operations.    The   costs  associated  with  this  program   included
severance,   plant   rationalizations,   organizational   realignments
consistent   with  the  company's  market-based  structure   and   the
consolidation of back office processes.  Due to continued weakness  in
its  major  end  markets,  the company initiated  a  second  phase  of
restructuring  in  the  fourth quarter of  2001  that  will  focus  on
reducing  general  and administrative expenses.  Restructure  expense,
primarily related to severance, was $93.1 million in 2001 as  compared
to $87.2 million in 2000.

Operating Income
2001  vs.  2000:  Operating income for 2001 decreased by approximately
52%  compared  to  2000.  Excluding  restructure  and  other  charges,
operating  income decreased by approximately 39% from comparable  2000
results.    Comparable   operating  income   margins   also   declined
dramatically.

2000  vs. 1999:  Operating income for 2000 increased slightly compared
to  1999.   Excluding restructure and other charges, operating  income
for 2000 increased by approximately 14% over 1999 due to the inclusion
of Hussmann and Dresser-Rand.

Interest Expense
2001  vs.  2000:  Interest expense for 2001 totaled $253.0 million,  a
decrease  from 2000's total of $255.3 million.  Lower average interest
rates, combined with a reduction in outstanding debt were offset by  a
full  year  of interest associated with the debt incurred to  purchase
Hussmann.

2000  vs.  1999:   Interest expense of $255.3  million  for  2000  was
significantly higher than the $183.5 million in 1999 due to the impact
of the debt incurred to purchase Hussmann and Dresser-Rand.

Other Income (Expense)
Other  income  (expense), net, includes foreign  exchange  activities,
equity   in   earnings  of  partially  owned  affiliates,  and   other
miscellaneous income and expense items.

2001  vs. 2000:  In 2001, other income (expense), net, aggregated $6.8
million  of net expense, as compared with $35.8 million of net  income
in  2000.    Included in 2001 is $25 million in benefits from payments
from  U.S.  Customs for antidumping claims associated with  Engineered
Solutions for years prior to 2001, partially reduced by one-time costs
related  to  settlements  of  contract  disputes.  Additionally,  2001
includes increases in other normal miscellaneous expenses, which  were
partially offset by an $8.8 million gain on the sale of stock received
in  connection  with  the sale of Dresser-Rand's compression  services
business.   Included in 2000 is a $50.4 million gain on  the  sale  of
Dresser-Rand's  compression  services business,  which  was  partially
offset by foreign exchange losses.

2000 vs. 1999:  In 2000, other income (expense), net, aggregated $35.8
million of net income, as compared with $3.1 million of net income  in
1999.   During  2000,  the  $50.4 million gain  on  the  sale  of  the
compression  services  business  of  Dresser-Rand,  offset  by  higher
foreign exchange losses, resulted in the increase.

Minority Interests
The  company's  charges for minority interests  are  composed  of  two
items:  (1)      charges  associated with the company's  equity-linked
securities,  and (2)interests of minority owners (less  than  50%)  in
consolidated subsidiaries of the company.

2001  vs.  2000:  Minority interests decreased from $39.3  million  in
2000,  to  $20.1 million in 2001, mainly as a result of the conversion
of  equity-linked  securities into approximately  8.3  million  common
shares  in May 2001.  This eliminated the charges associated with  the
securities.   Additionally,  earnings from  consolidated  entities  in
which the company has a majority ownership declined.

2000  vs.  1999:   Minority  interests charges  increased  from  $29.1
million  in  1999 to $39.3 million in 2000 due to higher  earnings  in
entities  in  which  the  company has the  majority  ownership,  while
charges for equity-linked securities were comparable.

Provision for Income Taxes
As  a  result  of  the reorganization and subsequent incorporation  in
Bermuda, as well as other tax planning strategies, the company  had  a
net  tax benefit of $2.9 million for the year ended December 31, 2001.
This  compared to a provision of $284.4 million, and an effective  tax
rate  of  34%  for  2000  and a provision of $307.1  million,  and  an
effective   tax   rate  of  35%  for  1999.   As  a  result   of   the
reincorporation from New Jersey to Bermuda, the company recorded a one
time  tax  benefit  of  $59.8 million related to  the  utilization  of
previously  limited  foreign  tax  credits  and  net  operating   loss
carryforwards  in certain non-U.S. jurisdictions.  The reincorporation
is expected to provide annual tax savings of approximately $40 million
to  $60 million beginning in 2002.  Also in 2001, the company realized
a benefit of approximately $18.5 million related to prior year foreign
sales  corporation  benefits.  The effective  tax  rate  for  2002  is
expected to be approximately 20%.

Discontinued Operations
2000:   Earnings from discontinued operations, net of tax, were $123.2
million  for 2000. This represents the Ingersoll-Dresser Pump  Company
(IDP) operating loss of $1.6 million in 2000, and an after-tax gain of
$124.8 million recorded on the sale of IDP.

1999:   Earnings from discontinued operations, net of  tax,  for  1999
amounted  to $28.0 million. This represents the company's 51% interest
in IDP, net of appropriate taxes.

Outlook
The  direction of the world economy during 2002 is very  difficult  to
predict.  There are many conflicting opinions about the prospects  and
timing  of  a recovery.  In 2001 the company saw declines in virtually
all  of its key end markets, and expects to see declining markets  for
the  first half of 2002 with a stabilization and slow gradual recovery
in  the  second  half  of  the year.  First  half  2002  revenues  are
forecasted  to decrease 3% to 4% compared to last year,  while  second
half  revenues  are  expected to be up slightly  compared  with  2001.
Overall, the company sees 2002 revenues declining by 1% to 3% compared
to 2001.

Some  of  the  key  components expected to affect 2002  include  major
benefits  from restructuring programs and from tax savings  associated
with  the reincorporation in Bermuda, increased insurance and  pension
expenses,  investment spending on new products and growth initiatives,
results  of new goodwill and intangible asset accounting and uncertain
volume.

The first half of 2002 will be challenging.  A gradual improvement  in
the North American economy coupled with tax and restructuring benefits
are expected to generate favorable year-over-year earnings comparisons
in the second half of 2002.

Review of Business Segments
During  2001, the company expanded its Industrial Solutions Sector  to
include  Dresser-Rand, renamed its Bearings and Components Segment  to
Engineered  Solutions and aggregated its tools and related  production
equipment  operations, previously reported as part of  the  Industrial
Products Segment, in the Air and Productivity Solutions Segment.  Club
Car has been added to the Infrastructure Segment.

The  modification  resulted from a change in the management  reporting
structure which occurred during the fourth quarter of 2001. Reportable
segments have been restated to reflect these changes.



The  following table summarizes costs for restructure and productivity
investments by segment, for 2001 and 2000, in millions:

                             2001                      2000
                              Productivity               Productivity
                 Restructure   Investments  Restructure   Investments

Climate Control        $31.7        $ 32.1        $ 3.6         $ 6.9
Industrial Solutions
  Air and Productivity
    Solutions           16.2          21.6         16.5           6.0
  Dresser-Rand           2.1           7.1         11.0           4.4
  Engineered Solutions  19.6          15.3         11.5           1.3
Infrastructure           5.7          12.5         11.4           9.3
Security and Safety      3.0          25.2         15.1           8.9
Corporate               14.8          10.0         18.1          17.6
Total                  $93.1        $123.8        $87.2         $54.4

Climate Control
Climate  Control  is  engaged  in the design,  manufacture,  sale  and
service   of  transport  temperature  control  units,  HVAC   systems,
refrigerated  display  merchandisers, beverage  coolers,  and  walk-in
storage  coolers and freezers.  It includes the market leading  brands
of Thermo King and Hussmann.  All dollar amounts are in millions.

                                         2001         2000        1999

Sales                                $2,438.2     $2,002.4    $1,202.6
Operating income, reported           $   21.7     $  206.3    $  166.5
Operating margin, reported                0.9%        10.3%       13.8%
Operating income, before restructure
  and other charges                  $   85.5     $  216.8    $  166.5
Operating margin, before restructure
  and other charges                       3.5%        10.8%       13.8%

2001 vs. 2000:  Climate Control revenues increased approximately 22%
due  to  the  full  year inclusion of Hussmann as  well  as  the  2001
acquisitions of NRS and Taylor.  The increase due to acquisitions  was
substantially  offset  by lower Thermo King revenues,  which  resulted
from deterioration of worldwide markets, especially the U.S. truck and
trailer market.  Operating income and margins decreased primarily  due
to declining revenues in higher margin product lines, pricing pressure
in  the  container business, lower margins on acquired businesses  and
reduced spending by major U.S. supermarket chains.

2000  vs.  1999:  Revenues increased by approximately 67% due  to  the
acquisition  of Hussmann in June 2000.  Excluding Hussmann,  operating
income  and  margins decreased due to a severe decline  in  the  North
American truck and trailer market and continued weak truck and trailer
results  in  Europe.  However, the bus air conditioning and  sea-going
container business improved substantially.

Industrial Solutions
Industrial  Solutions  is composed of a diverse  group  of  businesses
focused  on  providing  solutions  to  enhance  customers'  industrial
efficiency.   Industrial  Solutions consists of  the  following  three
segments; Air and Productivity Solutions, Dresser-Rand, and Engineered
Solutions.

Air and Productivity Solutions
Air and Productivity Solutions is engaged in the design, manufacture,
sale and service of air compressors, fluid products, microturbines
and industrial tools.  All dollar amounts are in millions.

                                         2001        2000         1999
Sales                                $1,308.0     $1,412.9    $1,381.4
Operating income, reported           $   52.7     $  162.5    $  159.3
Operating margin, reported                4.0%        11.5%       11.5%
Operating income, before restructure
  and other charges                  $   90.5     $  185.0    $  159.3
Operating margin, before restructure
  and other charges                       6.9%        13.1%       11.5%

2001 vs. 2000:  Air and Productivity Solutions' revenues decreased by
approximately 7% primarily due to declining U.S. industrial  activity,
which  was  partially offset by continued strong growth in aftermarket
service revenues.  Operating income and margins also decreased due  to
lower  demand  for  medium and large compressors  used  in  industrial
applications,  as  well as increased spending on  development  of  the
PowerWorks microturbine.

2000  vs.  1999:  Revenues increased by approximately  2%.   Excluding
restructure  and  other  charges, operating income  and  margins  were
higher  due  to an increased emphasis on the aftermarket business  and
ongoing  cost  and expense reduction activity, offset by  spending  on
development of the PowerWorks microturbine.

Dresser-Rand
Dresser-Rand is engaged in the design, manufacture, sale  and  service
of  gas  compressors,  gas and steam turbines,  and  generators.   All
dollar amounts are in millions.

                                                   2001           2000
Sales                                            $881.3         $834.0
Operating income, reported                       $ 21.4         $  4.6
Operating margin, reported                          2.4%           0.6%
Operating income, before restructure
  and other charges                              $ 30.6         $ 20.0
Operating margin, before restructure
  and other charges                                 3.5%           2.4%

2001  vs.  2000:  Dresser-Rand revenues increased by approximately  6%
due  to increased volume.  Operating income and margins were also  up,
reflecting the increased volume and cost reductions from restructuring
actions.   Prior  to  February 2000, the company  only  owned  49%  of
Dresser-Rand and carried its investment on an equity basis.

Engineered Solutions
Engineered Solutions is engaged in the design, manufacture,  sale  and
service  of  precision bearing products and motion control  components
and assemblies.  It includes both Automotive and Industrial Engineered
Solutions.    This  segment  was  formerly  known  as   Bearings   and
Components.  All dollar amounts are in millions.

                                         2001         2000        1999
Sales                                $1,077.8    $ 1,185.4    $1,239.5
Operating income, reported           $   78.0    $   159.8    $  145.8
Operating margin, reported                7.2%        13.5%       11.8%
Operating income, before restructure
  and other charges                  $  112.9    $   172.6    $  145.8
Operating margin, before restructure
  and other charges                      10.5%        14.6%       11.8%

2001   vs.   2000:   Engineered  Solutions'  revenues   decreased   by
approximately  9%  due  to lower volumes in the  U.S.  automotive  and
industrial  equipment  markets.  Operating  income  and  margins  also
decreased  as  a  result of lower volumes.  Operating income  in  2001
includes  a $25 million benefit from payments received from  the  U.S.
Customs for antidumping claims.

2000  vs.  1999:   Revenues decreased approximately 4%  due  to  lower
volumes  in  the  automotive market as a result of a downturn  in  the
production  of  light  trucks and sport-utility  vehicles.   Operating
income  and  margins  increased due to significant  ongoing  cost  and
expense reduction activities, as well as higher aftermarket revenues.

Infrastructure
Infrastructure is engaged in the design, manufacture, sale and service
of  skid-steer loaders, mini-excavators, electric and gasoline powered
golf and utility vehicles, portable compressors and light towers, road
construction  and  repair equipment, and a broad line  of  drills  and
drill accessories.  It includes Bobcat, Club Car, Portable Power, Road
Development  and  Specialty  Equipment.  All  dollar  amounts  are  in
millions.

                                         2001         2000        1999
Sales                                $2,570.3    $ 2,752.5    $2,707.3
Operating income, reported           $  219.7    $   389.7    $  416.9
Operating margin, reported                8.5%        14.2%       15.4%
Operating income, before restructure
  and other charges                  $  237.9    $   410.4    $  416.9
Operating margin, before restructure
  and other charges                       9.3%        14.9%       15.4%

2001 vs. 2000:  Infrastructure revenues decreased by approximately 7%
along  with  dramatic declines in operating income and margins,  as  a
result   of  significantly  reduced  demand  from  large  U.S.  rental
companies  and  new  equipment dealers who are  aggressively  managing
inventory,   as  well  as  weaker  North  American  Road  Development.
Operating  margins also declined due to aggressive pricing  and  terms
offered by competitors.

2000  vs. 1999:  Revenues increased by approximately 2%.   Bobcat's
revenue  improvement due to volume gains was offset by lower sales  in
the  rest  of  Infrastructure.  Portable Power  revenues  declined  as
slowness  in national rental accounts occurred, while Road Development
revenues declined as a result of U.S. market softness.

Security and Safety
Security and Safety is engaged in the design, manufacture, sale and
service  of locks, door closers, exit devices, door control  hardware,
doors  and  frames, decorative hardware, and electronic and  biometric
access control systems.  All dollar amounts are in millions.

                                         2001        2000         1999
Sales                                $1,406.4    $ 1,410.4    $1,288.2
Operating income, reported           $  230.8    $   271.6    $  248.4
Operating margin, reported               16.4%        19.3%       19.3%
Operating income, before restructure
  and other charges                  $  259.0    $   295.6    $  248.4
Operating margin, before restructure
  and other charges                      18.4%        21.0%      19.3%

2001  vs.  2000:   Security  and  Safety revenues  remained  constant,
reflecting lower commercial and residential demand, offset  by  higher
electronic  solutions'  revenues.  Operating income  was  also  lower,
however margins remained strong.  Lower operating income margins  were
affected  by increased development spending in the electronic security
solutions business.

2000 vs. 1999:  Revenues increased approximately 10% due to continuing
strength  in  both  the commercial and residential markets.  Excluding
restructure and other charges, operating income and margins were  also
higher.   In  addition to higher volumes, increased profitability  was
due  to  productivity improvements and the successful assimilation  of
acquisitions in 2000.

Liquidity and Capital Resources
The following table contains several key measures used by management
to gauge the company's financial performance.  All dollar amounts are
in millions.

                                              2001      2000      1999
Operating cash flow                         $601.6   $ 737.0    $854.7
Working capital                             $336.8   $(992.3)   $964.1
Current ratio                                  1.1       0.8       1.6
Debt-to-total capital ratio                     48%       49%       44%
Average working capital to net sales           0.2%     (2.9)%     9.3%
Average days outstanding in receivables       54.2      56.3      49.0
Average months' supply of inventory            2.7       2.5       2.3

Note:  1999 working capital includes $582.8 million in assets held for
sale.

The  company's  primary source for liquidity has been  operating  cash
flow,  supplemented  by commercial paper.  The  company's  ability  to
borrow at a cost effective rate under the commercial paper program  is
contingent  upon  maintaining  an  investment  grade  credit   rating.
Additionally, the company has other short-term borrowing  alternatives
should  the  need arise.  At December 31, 2001, the company  had  $2.5
billion in U.S. credit lines available.  The company has improved  its
liquidity by refinancing $1.4 billion of short-term debt in 2001  with
long-term,  fixed rate debt at rates ranging from 5.75% to 6.25%.  Due
to  this  the company is less exposed to interest rate volatility  and
refinancing  risk.   The company continues to  utilize  a  program  to
securitize accounts receivable to increase liquidity. During 2001, the
company had sold approximately $1,439 million under this program, with
$275 million outstanding at December 31, 2001.

In  May 2001, equity-linked securities in the amount of $402.5 million
of  Ingersoll-Rand Financing I, a Delaware statutory business trust of
IR-New  Jersey, were exchanged for 8.3 million shares of common  stock
issued  by  IR-New  Jersey in accordance with  common  stock  purchase
contracts issued by IR-New Jersey.  Following the completion of  these
transactions, $32.5 million of securities remain outstanding  and  are
included  in long-term debt.  The securities bear a distribution  rate
of 6.29% per annum and will mature in May 2003.

During  2000, the company acquired Hussmann for $1.7 billion in  cash,
sold  IDP  for  $775 million in cash, and acquired full  ownership  of
Dresser-Rand  for  $543  million.  The acquisitions  of  Hussmann  and
Dresser-Rand   were   financed  principally  by   issuing   short-term
commercial paper and from internally generated cash.

The   following  table  summarizes  the  company's  contractual   cash
obligations by required payment periods, in millions:

 Payments due         Long-term       Operating    Total contractual
    by period              debt          leases     cash obligations
         2002          $  192.3          $ 77.9             $  270.2
         2003             838.3            58.6                896.9
         2004             573.2            39.7                612.9
         2005             207.2            24.7                231.9
         2006             588.2            19.4                607.6
   Thereafter             694.5            36.3                730.8
        Total          $3,093.7          $256.6             $3,350.3

Financial Reporting Release No. 60, which was recently released by the
Securities  and  Exchange  Commission,  requires  all  registrants  to
include a discussion of "critical" accounting policies or methods used
in  the  preparation  of  financial  statements.   The  notes  to  the
financial  statements  include  a summary  of  significant  accounting
policies  and  methods  used in the preparation  of  the  consolidated
financial  statements  and  the following reviews  the  more  critical
accounting policies and methods used by the company:

O Revenue  recognition  -  The  company  recognizes  revenue   on
  sales  of  product at the time the goods are shipped and  title  has
  passed   to  the  customer  or  when  the  services  are  performed.
  Provisions  for  discounts and rebates to the  customers  and  other
  adjustments  are  provided for at the time of sale  as  a  reduction
  to revenue.

O Depreciation   and  amortization  -  The  company   depreciates
  property,  plant  and  equipment and amortizes  goodwill  and  other
  intangible  assets using primarily straight-line  methods  over  the
  estimated  remaining useful lives.  Beginning on  January  1,  2002,
  with  the  adoption of a new accounting standard, the  company  will
  no  longer  be  required to amortize a substantial  portion  of  its
  goodwill and other intangible assets.

O Hedging  instruments - The effective portion of  the  change  in
  the  fair  value  of  cash flow hedges are temporarily  recorded  in
  other  comprehensive  income,  then  recognized  in  earnings  along
  with  the  effects  of the hedged item.  The company  does  not  use
  derivatives  for  speculative purposes.   A  transition  adjustment,
  of  $1.2  million, after tax, was recorded in equity  upon  adoption
  of  SFAS  133  and has been reclassed to earnings during  the  year.
  Ending  equity  includes $1.5 million related to cash  flow  hedges.
  The   various   instruments  utilized  are   summarized   later   in
  Management's Discussion and Analysis.

O Employee  benefit  plans  -  The company  provides  a  range  of
  benefits  to  employees and retired employees,  including  pensions,
  post-retirement,  post-employment and  health  care  benefits.   The
  company  records  annual amounts relating to these  plans  based  on
  calculations,   which   include   various   actuarial   assumptions,
  including  discount  rates, assumed rates of  returns,  compensation
  increases,  turnover rates and health care cost  trend  rates.   The
  company  reviews  its actuarial assumptions on an annual  basis  and
  makes  modifications to the assumptions based on current  rates  and
  trends  when it is deemed appropriate to do so.  The effect  of  the
  modifications  is  generally  recorded  or  amortized  over   future
  periods.   The  company  believes that the assumptions  utilized  in
  recording  its obligations under its plans are reasonable  based  on
  input  from  its  actuaries and information as to  assumptions  used
  by other employers.

O Commitments  and  contingencies - The  company  is  involved  in
  various   litigations,   claims   and  administrative   proceedings,
  including  environmental matters, arising in the  normal  course  of
  business.  The  company  has  recorded  reserves  in  the  financial
  statements  related  to these matters which are developed  based  on
  consultation   with   legal  counsel  and  internal   and   external
  consultants   and  engineers,  depending  on  the  nature   of   the
  reserve.   Subject  to  the  uncertainties  inherent  in  estimating
  future  costs  for these types of liabilities, the company  believes
  its  estimated  reserves are reasonable and  does  not  believe  the
  liability  with  respect  to these matters  would  have  a  material
  effect   on   the   financial  condition,  results  of   operations,
  liquidity or cash flows of the company for any year.

O Accrued  liabilities  -  The  company  has  accrued  liabilities
  for  product  liability  claims, workers  compensation  matters  and
  product  warranty  issues.   The company has  recorded  reserves  in
  the  financial  statements  related  to  these  matters,  which  are
  developed   using  input  derived  from  actuarial   estimates   and
  historical  and  anticipated  experience  data  depending   on   the
  nature  of  reserve.   The company believes its  estimated  reserves
  are reasonable.

O Allowance  for  doubtful accounts and inventory reserves  -  The
  company   has   provided   an   allowance   for   doubtful   account
  receivables  and  inventory reserves based  upon  its  knowledge  of
  its end markets, customer base and products.

The  preparation  of  all financial statements  includes  the  use  of
estimates and assumptions that affect a number of amounts included  in
the  company's financial statements.  If actual amounts are ultimately
different from previous estimates, the revisions are included  in  the
company's  results for the period in which the actual  amounts  become
known.   Historically, the aggregate differences, if any, between  the
company's  estimates and actual amounts in any year, have  not  had  a
significant impact on the consolidated financial statements.

The  average  short-term  borrowings  outstanding,  excluding  current
maturities of long-term debt, were $997.9 million in 2001, compared to
$1,352.1  million in 2000.  The weighted average interest rate  during
2001  and  2000  was  5.5% and 6.6%.  The maximum amounts  outstanding
during  2001  and  2000  were $1,505.8 million and  $2,533.8  million,
respectively.

The  company  had  $1.25 billion in U.S. short-term credit  lines  and
$1.25  billion in long-term credit lines at December 31, 2001, all  of
which  were  unused.   Additionally, $1.0 billion of  non-U.S.  credit
lines  were available for working capital purposes, $786.5 million  of
which  was  unused  at the end of the year.  These  facilities  exceed
projected  requirements  for  2002  and  provide  direct  support  for
commercial paper and indirect support for other financial instruments,
such as letters of credit and comfort letters.

In  2001  and 2000, foreign currency translation adjustments decreased
shareholders' equity by $45.9 million and $90.2 million, respectively.
This  was  due  to the strengthening of the U.S. dollar against  other
currencies  in countries where the company has significant operations.
Currency fluctuations in the euro and the British pound accounted  for
nearly all of the change.

The company utilizes two wholly owned, special purpose subsidiaries to
purchase accounts and notes receivable at a discount from the  company
on   a   continuous   basis.   These  special   purpose   subsidiaries
simultaneously sell an undivided interest in these accounts and  notes
receivable  to  a  financial institution up to  a  maximum  of  $300.0
million in 2001 and $240.0 million in 2000. The agreements between the
special purpose corporations and the financial institution do not have
predefined expiration dates.  The company is retained as the  servicer
of  the  pooled  receivables. At December 31, 2001  and  2000,  $275.0
million and $210.0 million of such receivables, respectively, remained
uncollected.

Capital  expenditures were $200.6 million and $201.3 million  in  2001
and  2000,  respectively.  The company continues investing to  improve
manufacturing  productivity, reduce costs, and  provide  environmental
enhancements  and advanced technologies for existing facilities.   The
capital  expenditure  program for 2002 is estimated  at  approximately
$200.0 million, including amounts approved in prior periods.  Many  of
these projects are subject to review and cancellation at the option of
the  company  without  incurring substantial charges.   There  are  no
planned  projects,  either  individually or  in  the  aggregate,  that
represent a material commitment for the company.

At December 31, 2001, 2000 and 1999, employment totaled 55,898, 56,688
and  46,062, respectively.  The decrease from 2000 to 2001 was due  to
terminations  from  the company's restructuring  program,  which  were
partially offset by acquisitions.  The increase from 1999 to 2000  was
due  to  acquisitions during the year, which were partially offset  by
terminations under the company's restructuring program.

Financial Market Risk
The  company  is  exposed to fluctuations in the price  of  major  raw
materials   used  in  the  manufacturing  process,  foreign   currency
fluctuations and interest rate charges.  From time to time the company
enters  into  agreements to reduce its raw material, foreign  currency
and   interest  rate  risks.   Such  agreements  hedge  only  specific
transactions  or commitments.  To minimize the risk of  counter  party
non-performance, such agreements are made only through major financial
institutions   with   significant   experience   in   such   financial
instruments.

The  company generates foreign currency exposures in the normal course
of business.  To mitigate the risk from foreign currency exchange rate
fluctuations,  the company will generally enter into forward  currency
exchange  contracts or options for the purchase or sale of a  currency
in  accordance with the company's policies and procedures. The company
applies  sensitivity analysis and value at risk (VAR) techniques  when
measuring the company's exposure to currency fluctuations.  VAR  is  a
measurement  of  the  estimated  loss in  fair  value  until  currency
positions can be neutralized, recessed or liquidated and assumes a 95%
confidence level with normal market conditions.  The potential one-day
loss,  as  of  December 31, 2001, was $3.1 million and  is  considered
insignificant  in relation to the company's results of operations  and
shareholders' equity.

The  company maintains significant operations in countries other  than
the  U.S.; therefore, the movement of the U.S. dollar against  foreign
currencies  has  an  impact  on  the  company's  financial   position.
Generally,   the   functional  currency  of  the  company's   non-U.S.
subsidiaries is their local currency.  The company manages exposure to
changes  in  foreign  currency  exchange  rates  through  its   normal
operating  and  financing activities, as well as through  the  use  of
forward exchange contracts and options.  The company attempts, through
its hedging activities, to mitigate the impact on income of changes in
foreign exchange rates.

At December 31, the contractual amounts of foreign currency contracts
were:

In millions                               2001               2000
                                     Buy      Sell       Buy      Sell
British pounds                    $ 14.0    $  8.8    $ 59.5    $  4.6
Canadian dollars                   137.6       9.6     106.8      33.1
Euro and euro-linked
  currencies                        23.0     185.6      75.8     157.7
Japanese yen                        21.6      27.3      27.6       0.3
Other                               12.2      18.7       7.4      27.3
Total                             $208.4    $250.0    $277.1    $223.0

Starting  in  late  1999, the company began purchasing  on  a  limited
basis, commodity derivatives to hedge the variable portion in supplier
contracts  of  the  costs of metals used in its products.   Gains  and
losses  on the derivatives are included in cost of sales in  the  same
period as the hedged transaction.

The following table summarizes commodity contracts by maturity:

Commodity contracts                      2002         2003       Total

Aluminum
  Contract amount in millions           $17.7          -         $17.7
  Contract quantity (in 000 lbs.)        28.9          -          28.9
Copper
  Contract amount in millions           $ 8.3          -         $ 8.3
  Contract quantity (in 000 lbs.)        10.9          -          10.9
Zinc
  Contract amount in millions             -           $2.1       $ 2.1
  Contract quantity (in 000 lbs.)         -            5.5         5.5
Total
  Contract amount in millions           $26.0         $2.1       $28.1
  Contract quantity (in 000 lbs.)        39.8          5.5        45.3

With  regard  to  interest rate risk, the effect of a hypothetical  1%
increase in interest rates, across all maturities, would decrease  the
estimated  fair value of the company's long-term debt at December  31,
2001,  from  $2,996.7 million to an estimated fair value  of  $2,889.6
million.

Environmental Matters
The  company continues to be dedicated to an environmental program  to
reduce  the  utilization and generation of hazardous materials  during
the  manufacturing  process and to remediate identified  environmental
concerns. As to the latter, the company currently is engaged  in  site
investigations  and  remedial  activities  to  address   environmental
cleanup  from  past  operations at current  and  former  manufacturing
facilities.

During  2001, the company spent approximately $2.0 million on  capital
projects  for pollution abatement and control, and an additional  $7.8
million  for environmental remediation expenditures at sites presently
or  formerly owned or leased by the company. It should be  noted  that
these   amounts   are  difficult  to  estimate  because  environmental
improvement  costs  are  generally a part of the  overall  improvement
costs  at a particular plant. Therefore, an accurate estimate of which
portion  of  an  improvement or a capital expenditure  relates  to  an
environmental  improvement  is difficult to  ascertain.   The  company
believes  that these expenditure levels will continue and may increase
over   time.   Given  the  evolving  nature  of  environmental   laws,
regulations and technology, the ultimate cost of future compliance  is
uncertain.

The  company is a party to environmental lawsuits and claims, and  has
received  notices  of potential violations of environmental  laws  and
regulations from the Environmental Protection Agency and similar state
authorities. It is identified as a potentially responsible party (PRP)
for  cleanup costs associated with off-site waste disposal at  federal
Superfund and state remediation sites, excluding sites as to which the
company's records disclose no involvement or as to which the company's
liability  has been fully determined.  For all sites there  are  other
PRPs and in most instances, the company's site involvement is minimal.

In  estimating its liability, the company has not assumed it will bear
the  entire cost of remediation of any site to the exclusion of  other
PRPs  who  may be jointly and severally liable.  The ability of  other
PRPs  to  participate has been taken into account, based generally  on
the  parties' financial condition and probable contributions on a  per
site  basis.   Additional lawsuits and claims involving  environmental
matters are likely to arise from time to time in the future.

Although   uncertainties  regarding  environmental  technology,   U.S.
federal and state laws and regulations and individual site information
make estimating the liability difficult, management believes that  the
total liability for the cost of remediation and environmental lawsuits
and claims will not have a material effect on the financial condition,
results of operations, liquidity or cash flows of the company for  any
year.   It  should  be  noted  that when  the  company  estimates  its
liability  for  environmental matters, such  estimates  are  based  on
current  technologies, and the company does not discount its liability
or assume any insurance recoveries.

New Accounting Standards
The  FASB  issued Statement of Financial Accounting Standards ("SFAS")
No.  140, "Accounting for Transfers and Servicing of Financial  Assets
and  Extinguishments of Liabilities", which became effective  for  the
company  on  March  31,  2001.  The statement revises  the  accounting
standards for securitizations and other transfers of financial  assets
and  collateral and requires certain disclosures.  This  statement  is
effective  for  transfers  and  servicing  of  financial  assets   and
extinguishments  of  liabilities  occurring  after  March  31,   2001.
Adoption  of  SFAS No. 140 had no effect on the company's consolidated
financial position, consolidated results of operations, or liquidity.

For all business combinations subsequent to June 30, 2001, the company
applied  the  provisions of SFAS No. 141 "Business  Combinations"  and
SFAS  No.  142  "Goodwill  and Other Intangible  Assets."   Under  the
provisions  of these standards, goodwill and intangible assets  deemed
to  have indefinite lives are no longer subject to amortization, while
all  other  intangible assets are to be amortized over their estimated
useful  lives.  Amortization expense related to  goodwill  was  $135.1
million in 2001, $135.3 million in 2000 and $102.3 million in 1999.

Additional  provisions of SFAS No. 141 and No. 142,  including  annual
impairment   testing  for  goodwill  and  intangible  assets,   became
effective for the company on January 1, 2002. The company is currently
determining  the  impact  of  adopting  these  provisions  under   the
transition provisions of the statements, and anticipates that  it  may
record an impairment charge.

In   June  2001,  SFAS  No.  143,  "Accounting  for  Asset  Retirement
Obligations" was issued. The standard requires that legal  obligations
associated  with  the  retirement of  tangible  long-lived  assets  be
recorded at fair value when incurred and is effective January 1, 2003,
for the company. The company is currently reviewing the provisions  of
SFAS No. 143 to determine the standard's impact upon adoption.

In  August  2001,  SFAS  No. 144, "Accounting for  the  Impairment  or
Disposal of Long-Lived Assets" was issued, which provides guidance  on
the accounting for the impairment or disposal of long-lived assets and
was adopted January 1, 2002, by the company.  Adoption of SFAS No. 144
did not have a material effect on the company's consolidated financial
position or results of operations.

The   company   adopted  SFAS  No.  133  "Accounting  for   Derivative
Instruments and Hedging Activities" and its amendments as  of  January
1,  2001.  The statement requires all derivatives to be recognized  as
assets or liabilities on the balance sheet and measured at fair value.
Changes  in  the  fair  value of derivatives  will  be  recognized  in
earnings  or  other comprehensive income, depending on the  designated
purpose  of  the  derivative. The company recorded approximately  $1.2
million after tax representing the cumulative effect adjustment  as  a
decrease to accumulated other comprehensive income at January 1, 2001.


Item 7A. QUANTITATIVE  AND  QUALITATIVE DISCLOSURE  ABOUT  MARKET
         RISK

The  information  under the caption "Financial  Market  Risk"  in
Item   7,  Management's  Discussion  and  Analysis  of  Financial
Condition  and  Results of Operations is incorporated  herein  by
reference.

Item 8.   FINANCIAL STATEMENTS AND SUPPLEMENTARY DATA

(a)  The consolidated financial statements and the report thereon
of PricewaterhouseCoopers dated February 5, 2002, are included as
Exhibit 13-The Annual Report to Shareholders for 2001.

(b)   The  unaudited quarterly financial data  for  the  two-year
period  ended December 31, is as follows (in millions except  per
share amounts):
                      Net     Cost of    Operating         Net
2001                sales   goods sold      income    earnings
First quarter    $2,291.3     $1,787.3    $  138.6      $ 49.3
Second quarter    2,459.3      1,933.3       162.4        62.9
Third quarter     2,374.9      1,865.0       115.5        33.9
Fourth quarter    2,556.5      2,025.9       106.7       100.1
  Year 2001      $9,682.0     $7,611.5    $  523.2      $246.2
2000
First quarter    $2,163.2     $1,607.0    $  258.7      $136.1
Second quarter    2,476.8      1,829.0       333.3       175.3
Third quarter     2,504.6      1,883.9       235.4       251.9
Fourth quarter    2,453.0      1,821.5       262.0       106.1
  Year 2001      $9,597.6     $7,141.4    $1,089.4      $669.4

All  amounts  shown have been restated to reflect adoption  of
Emerging  Issues  Task  Force Issue No. 00-25  "Vendor  Income
Statement Characterization of Consideration Paid to a Reseller
of the Vendor's Products" in the fourth quarter of 2001.

                       2001                       2000
                 Basic       Diluted        Basic       Diluted
              earnings      earnings     earnings      earnings
                   per           per          per           per
                common        common       common        common
                 share         share        share         share

First quarter    $0.31         $0.31        $0.84         $0.83
Second quarter    0.38          0.38         1.09          1.08
Third quarter     0.20          0.20         1.56          1.55
Fourth quarter    0.60          0.59         0.66          0.66
  Year           $1.49         $1.48        $4.15         $4.12


Item 9.   CHANGES IN AND DISAGREEMENTS WITH INDEPENDENT
          ACCOUNTANTS ON ACCOUNTING AND FINANCIAL DISCLOSURE

  None.

                            PART III

Item 10.  DIRECTORS AND EXECUTIVE OFFICERS OF THE REGISTRANT

The  information  required  by Item 10  is  (i)  incorporated  by
reference in this Form 10-K Annual Report from pages 5 through 7,
and 23 of the company's definitive proxy statement for the Annual
Meeting  of  Shareholders to be held on May  1,  2002,  and  (ii)
included after Item 4 in Part I of this Form 10-K Annual Report.

Item 11.  EXECUTIVE COMPENSATION

Information   on   executive  compensation  is  incorporated   by
reference in this Form 10-K Annual Report from pages 9 through 19
of  the  company's  definitive proxy  statement  for  the  Annual
Meeting of Shareholders to be held on May 1, 2002.

Item 12.  SECURITY  OWNERSHIP  OF CERTAIN BENEFICIAL  OWNERS  AND
          MANAGEMENT

Information  on  security  ownership of directors  and  nominees,
directors  and officers as a group and certain beneficial  owners
is  incorporated by reference in this Form 10-K Annual Report  on
pages 4 and 5 of the company's definitive proxy statement for the
Annual Meeting of Shareholders to be held on May 1, 2002.

Item 13.  CERTAIN RELATIONSHIPS AND RELATED TRANSACTIONS

Information  required by Item 13 is incorporated by reference  in
this  Form  10-K  Annual Report from page  23  of  the  company's
definitive proxy statement for the Annual Meeting of Shareholders
to be held on May 1, 2002.

                            PART IV

Item 14.  EXHIBITS, FINANCIAL STATEMENT SCHEDULES AND REPORTS ON
          FORM 8-K

(a) 1. and 2.   Financial  statements  and  financial  statement
                schedules
                The  financial  statements,  together  with  the
                reports thereon of PricewaterhouseCoopers  dated
                February  5,  2002,  and  PricewaterhouseCoopers
                LLP,  dated February 6, 2001 included as Exhibit
                13  and  the unaudited quarterly financial  data
                included  in  Part II Item 8(b) are incorporated
                by  reference  in this Form 10-K Annual  Report.
                The  financial statement schedule listed in  the
                accompanying index should be read in conjunction
                with  the  financial statements in  such  Annual
                Report to Shareholders for 2001.

                Separate financial statements for all 50 percent
                or  less owned companies, accounted for  by  the
                equity  method  have  been  omitted  because  no
                individual   entity  constitutes  a  significant
                subsidiary.

(b)             Reports on Form 8-K
                A  Current  Report  on Form 8-K  (Item  5)  dated
                February  6,  2001 reporting the Debt  Securities
                Underwriting   Agreement   Standard    Provisions
                relating  to  Registration  Statement  No.   333-
                50902.

                A  Current  Report  on Form 8-K  (Item  5)  dated
                February 9, 2001 reporting the filing of  Exhibit
                12  -  Computation of the Ratio  of  Earnings  to
                Fixed  Charges and Exhibit 13 - Audited Financial
                Statements  at  and for the year  ended  December
                31, 2000.

                A  Current  Report on Form 8-K/A (Item  5)  dated
                February  9, 2001 amending the filing of  Exhibit
                23 - Consent of PricewaterhouseCoopers LLP.

                A  Current  Report  on Form 8-K  (Item  7)  dated
                September  30,  2001 reporting  on  the  Restated
                Consolidated   Financial   Statements   reporting
                Dresser-Rand  Company  on  a  fully  consolidated
                basis  for  the years ending December  31,  1997,
                1998,  1999,  2000,  and  the  first  and  second
                quarters  of  2001 and the amended Exhibit  12  -
                Computations  of  Ratios  of  Earnings  to  Fixed
                Charges.

                A  Current  Report  on Form 8-K  (Item  7)  dated
                October  16, 2001 reporting on the Press  Release
                dated   October  16,  2001  regarding  Ingersoll-
                Rand's  Board of Directors Approval of Change  in
                Place of Incorporation to Bermuda.

                A  Current  Report  on Form 8-K  (Item  5)  dated
                December  21, 2001 reporting on the  $62  million
                received  by  the Torrington Company relating  to
                the  Continued Dumping and Subsidy Offset Act  of
                2000.

                A Current Report on Form 8-K (Item 5 and Item 7)
                dated   December  31,  2001  reporting   on   the
                corporate    reorganization   of   the    Company
                resulting  in  its  change in domicile  from  New
                Jersey  to  Bermuda under the name Ingersoll-Rand
                Company Limited.

          3.    Exhibits
                The exhibits listed on the accompanying index to
                exhibits  are  filed as part of this  Form  10-K
                Annual Report.




                 INGERSOLL-RAND COMPANY LIMITED

                 INDEX TO FINANCIAL STATEMENTS
               AND FINANCIAL STATEMENT SCHEDULES
                     (Item 14 (a) 1 and 2)


                                                          Form
                                                          10-K
Consolidated Financial Statements:
  Reports of independent accountants                         *
  Consolidated balance sheet at
    December 31, 2001 and 2000                               *
  For the years ended December 31, 2001, 2000 and 1999:
    Consolidated statement of income                         *
    Consolidated statement of shareholders' equity           *
    Consolidated statement of cash flows                     *
  Notes to consolidated financial statements                 *
Selected unaudited quarterly financial data                 **

Financial Statement Schedule:
  Reports of independent accountants on
    financial statement schedule                     See below
  Consolidated schedule for the years ended
    December 31, 2001, 2000 and 1999:
    Schedule II -- Valuation and Qualifying
      Accounts                                       See below


*   See Exhibit 13 - Ingersoll-Rand Company Limited Annual
    Report to Shareholders for 2001.

**  See Item 8 Financial Statements and Supplementary Data.

Financial  statement schedules not included  in  this  Form  10-K
Annual  Report have been omitted because they are not  applicable
or  the required information is shown in the financial statements
or notes thereto.



              REPORT OF INDEPENDENT ACCOUNTANTS ON
                  FINANCIAL STATEMENT SCHEDULE


To  the  Board  of  Directors and Shareholders of  Ingersoll-Rand
Company Limited:

Our  audit of the 2001 consolidated financial statements referred
to  in  our report dated February 5, 2002, appearing in the  2001
Annual  Report to Shareholders of Ingersoll-Rand Company Limited,
the  successor  company to Ingersoll-Rand Company, (which  report
and   consolidated  financial  statements  are  incorporated   by
reference  in this Annual Report on Form 10-K) also  included  an
audit of the financial statement schedule listed in Item 14(a)(2)
of  this  Form  10-K.  In our opinion, this  financial  statement
schedule   presents  fairly,  in  all  material   respects,   the
information set forth therein when read in conjunction  with  the
related consolidated financial statements.

/S/ PricewaterhouseCoopers
PricewaterhouseCoopers
Hamilton, Bermuda
February 5, 2002



              REPORT OF INDEPENDENT ACCOUNTANTS ON
                  FINANCIAL STATEMENT SCHEDULE


To  the  Board  of  Directors and Shareholders of  Ingersoll-Rand
Company Limited:

Our  audit of the 2000 and 1999 consolidated financial statements
referred  to  in our report dated February 6, 2001, appearing  in
the  2001 Annual Report to Shareholders of Ingersoll-Rand Company
Limited, the successor company to Ingersoll-Rand Company,  (which
report and consolidated financial statements are incorporated  by
reference  in this Annual Report on Form 10-K) also  included  an
audit of the financial statement schedule listed in Item 14(a)(2)
of  this  Form  10-K.  In our opinion, this  financial  statement
schedule   presents  fairly,  in  all  material   respects,   the
information set forth therein when read in conjunction  with  the
related consolidated financial statements.

/S/ PricewaterhouseCoopers LLP
PricewaterhouseCoopers LLP
Florham Park, New Jersey
February 6, 2001


               CONSENT OF INDEPENDENT ACCOUNTANTS


   We  hereby  consent to the incorporation by reference  in  the
Registration Statements on Form S-3 (No. 333-66624) and S-8  (No.
333-67257, No. 333-35229, No. 333-00829, No. 333-19445,  and  No.
333-42133)  of  Ingersoll-Rand  Company  Limited,  the  successor
company  to Ingersoll-Rand Company, of our report dated  February
5,  2002  relating to the financial statements, which appears  in
the  Annual Report to Shareholders, which is incorporated in this
Annual Report on Form 10-K.  We also consent to the incorporation
by reference of our report dated February 5, 2002 relating to the
financial statement schedule, which appears in this Form 10-K.

/S/ PricewaterhouseCoopers
PricewaterhouseCoopers
Hamilton, Bermuda
March 13, 2002


               CONSENT OF INDEPENDENT ACCOUNTANTS


   We  hereby  consent to the incorporation by reference  in  the
Registration Statements on Form S-3 (No. 333-66624) and S-8  (No.
333-67257, No. 333-35229, No. 333-00829, No. 333-19445,  and  No.
333-42133)  of  Ingersoll-Rand  Company  Limited,  the  successor
company  to Ingersoll-Rand Company, of our report dated  February
6,  2001  relating to the financial statements, which appears  in
the  Annual Report to Shareholders, which is incorporated in this
Annual Report on Form 10-K.  We also consent to the incorporation
by reference of our report dated February 6, 2001 relating to the
financial statement schedule, which appears in this Form 10-K.

/S/ PricewaterhouseCoopers LLP
PricewaterhouseCoopers LLP
Florham Park, New Jersey
March 13, 2002






                                                    SCHEDULE II


                 INGERSOLL-RAND COMPANY LIMITED

               VALUATION AND QUALIFYING ACCOUNTS

      FOR THE YEARS ENDED DECEMBER 31, 2001, 2000 and 1999
                     (Amounts in millions)



                                 Additions
                                charged to
                    Balance at   costs and               Balance
                     beginning    expenses  Deductions    at end
Description            of year         (*)        (**)   of year

2001
Doubtful accounts       $ 48.5      $ 16.4     $  10.6    $ 54.3

2000
Doubtful accounts       $ 33.4      $ 22.3      $  7.2    $ 48.5

1999
Doubtful accounts       $ 35.4      $  8.7      $ 10.7    $ 33.4



(*)    "Additions" include foreign currency translation and
       business acquisitions.

(**)   "Deductions" include accounts and advances written off,
       less recoveries.


                 INGERSOLL-RAND COMPANY LIMITED
                       INDEX TO EXHIBITS
                          (Item 14(a))
Description

2    Agreement  and Plan of Merger, dated as of October  31,  2001,
     among  Ingersoll-Rand Company  Limited, Ingersoll-Rand Company
     and  IR  Merger  Corporation.  Incorporated  by  reference  to
     Amendment No. 1 to Form S-4.  Registration Statement No,  333-
     71642, filed October 30, 2001.

3.1  Memorandum of Association of Ingersoll-Rand Company Limited.
     Incorporated  by  reference to Amendment No.  1  to  Form  S-4
     Registration Statement No. 333-71642, filed October 30, 2001.

3.2  Amended   and  Restated  Bye-Laws  of  Ingersoll-Rand  Company
     Limited. Incorporated by reference to Amendment No. 1 to  Form
     S-4  Registration Statement No. 333-71642, filed  October  30,
     2001.

4.1  Certificate of Designation, Preferences and Rights  of  Series
     A  Preference  Shares  of  Ingersoll-Rand  Company   Limited.
     Incorporated  by  reference to Amendment No.  1  to  Form  S-4
     Registration Statement No. 333-71642, filed October 30, 2001.

4.2  Rights Agreement between Ingersoll-Rand Company Limited and
     The Bank of New York, as Rights Agent. Incorporated by reference
     to Amendment No. 1 to Form S-4 Registration Statement No. 333-
     71642, filed October 30, 2001.

4.3  Voting  Agreement between Ingersoll-Rand Company  Limited  and
     Ingersoll-Rand   Company.   Incorporated   by   reference   to
     Amendment  No. 1 to Form S-4 Registration Statement  No.  333-
     71642, filed October 30, 2001.

4.4  Indenture,  dated as of August 1, 1986, between Ingersoll-Rand
     Company  and The Bank of New York, as Trustee, as supplemented
     by   first,   second   and   third  supplemental   indentures.
     Incorporated by reference to Ingersoll-Rand Company's Form  S-
     3  Registration Statement No. 33-39474 as filed March 18, 1991
     and  to Form S-3 Registration Statement No. 333-50902 as filed
     November 29, 2000.

4.5  Fourth Supplemental Indenture, dated as of December 31,  2001,
     among  Ingersoll-Rand Company Limited, Ingersoll-Rand  Company
     and The Bank of New York, as trustee.  Filed herewith.

4.6  Indenture,  dated as of March 23, 1998, between Ingersoll-Rand
     Company and The Bank of New York, as trustee. Incorporated  by
     reference to Form 10-K of Ingersoll-Rand Company for the  year
     ended December 31, 1998, filed March 30, 1999.

4.7  First  Supplemental Indenture, dated as of  March  23,  1998
     between Ingersoll-Rand Company and The Bank of New York,  as
     trustee. Incorporated by reference to Form 10-K of Ingersoll-
     Rand  Company  for the year ended December 31,  1998,  filed
     March 30, 1999.

4.8  Second  Supplemental  Indenture, dated  December  31,  2001,
     among Ingersoll Rand Company Limited, Ingersoll-Rand Company
     and The Bank of New York.  Filed herewith.

4.9  Amended and Restated Declaration of Trust for Ingersoll-Rand
     Financing  I,  a  Delaware statutory business  trust,  dated
     March  23, 1998. Incorporated by reference to Form  10-K  of
     Ingersoll-Rand Company for the year ended December 31, 1998,
     filed March 30, 1999.

4.10 Guarantee  Agreement, dated as of March  23,  1998,  between
     Ingersoll-Rand  Company  and  The  First  National  Bank  of
     Chicago, as trustee. Incorporated by reference to Form  10-K
     of  Ingersoll-Rand Company for the year ended  December  31,
     1998, filed March 30, 1999.

4.11 Credit  Agreement dated as of July 2, 2001, among Ingersoll-
     Rand  Company, the banks listed therein, The Chase Manhattan
     Bank,  as  Administrative Agent, Citibank N.A., and Deutsche
     Banc  Alex.  Brown Inc., as Co-Syndication Agents,  and  The
     Bank  of  Nova  Scotia  and Bank of  Tokyo-Mitsubishi  Trust
     Company,   as  Co-Documentation  Agents.   Incorporated   by
     reference to Form 10-Q for the quarter ended June  30,  2001
     of Ingersoll-Rand Company, filed August 2, 2001.

4.12 Amendment  and  Waiver, dated as of November 28,  2001,  and
     Ingersoll-Rand Company Limited, Ingersoll-Rand  Company,  JP
     Morgan  Chase Bank, as Administrative Agent, Citibank  N.A.,
     and  Deutsche  Banc  Alex.  Brown  Inc.,  as  Co-Syndication
     Agents,  and  The  Bank of Nova Scotia and  Bank  of  Tokyo-
     Mitsubishi Trust Company, as Co-Documentation Agents.  Filed
     herewith.

4.13 Credit Agreement, dated as of July 2, 2001, among Ingersoll-
     Rand  Company, the banks listed therein, The Chase Manhattan
     Bank,  as  Administrative Agent, Citibank N.A., and Deutsche
     Banc  Alex.  Brown Inc., as Co-Syndication Agents,  and  The
     Bank  of  Nova  Scotia  and Bank of  Tokyo-Mitsubishi  Trust
     Company,   as  Co-Documentation  Agents.   Incorporated   by
     reference to Form 10-Q for the quarter ended June  30,  2001
     of Ingersoll-Rand Company, filed August 2, 2001.

4.14 Amendment and Waiver, dated as of November 28, 2001, among
     Ingersoll-Rand Company Limited, Ingersoll-Rand Company, JP
     Morgan Chase Bank, as Administrative Agent, Citibank N.A.,
     and Deutsche Banc Alex. Brown Inc., as Co-Syndication
     Agents, and The Bank of Nova Scotia and Bank of Tokyo-
     Mitsubishi Trust Company, as Co-Documentation Agents.  Filed
     herewith.

4.15 Ingersoll-Rand Company Limited and its subsidiaries are  par
     ties  to  several long-term debt instruments under which  in
     each case the total amount of securities authorized does not
     exceed  10%  of  the total assets of Ingersoll-Rand  Company
     Limited  and  its  subsidiaries  on  a  consolidated  basis.
     Pursuant  to paragraph 4 (iii) of Item 601(b) of  Regulation
     S-K, Ingersoll-Rand Company Limited agrees to furnish a copy
     of   such   instruments  to  the  Securities  and   Exchange
     Commission upon request.

10.1 Management  Incentive  Unit Plan of Ingersoll-Rand  Company.
     Amendment  to the Management Incentive Unit Plan,  effective
     January  1,  1982.    Amendment to the Management  Incentive
     Unit  Plan,  effective  January 1, 1987.  Amendment  to  the
     Management  Incentive  Unit Plan, effective  June  3,  1987.
     Incorporated  by  reference to Form 10-K  of  Ingersoll-Rand
     Company  for  the year ended December 31, 1993, filed  March
     30, 1994.

10.2 Reorganization Amendment to Management Incentive Unit  Plan,
     dated December 31, 2001.  Filed herewith.

10.3 Amended and Restated Director Deferred Compensation and  Sto
     ck  Award Plan.  Incorporated by reference to Form  10-K  of
     Ingersoll-Rand Company for the year ended December 31, 2000,
     filed March 20, 2001.

10.4 First Amendment to Director Deferred  Compensation and Stock
     Award Plan.  Filed herewith.

10.5 Description  of Bonus Arrangement for Sector  Presidents  of
     Ingersoll-Rand Company Limited. Filed herewith.

10.6 Description of Bonus Arrangement for Chairman, President and
     Staff  Officers  of Ingersoll-Rand Company. Incorporated  by
     reference  to  Form 10-K of Ingersoll-Rand Company  for  the
     year ended December 31, 1993, filed March 30, 1994.

10.7 Amended  and  Restated  Change of  Control  Agreement  with
     Chairman, dated as of October 1, 2001.  Filed herewith.

10.8 Amended  and  Restated Form of Change of  Control  Agreement
     dated as of October 1, 2001, with selected executive officers
     of Ingersoll-Rand Company other than Chairman.  Filed herewith.

10.9 Executive  Supplementary Retirement Agreement for  selected
     executive  officers of Ingersoll-Rand Company. Incorporated
     by  reference  to Form 10-K of Ingersoll-Rand  Company  for
     the year ended December 31, 1993, filed March 30, 1994.

10.10 Executive Supplementary Retirement Agreement for selected
      executive  officers of Ingersoll-Rand Company. Incorporated
      by  reference to Form 10-K for the year ended December  31,
      1996, filed March 26, 1997.

10.11 Forms  of  insurance  and  related letter  agreements  with
      certain   executive  officers  of  Ingersoll-Rand  Company.
      Incorporated  by  reference to Form 10-K of  Ingersoll-Rand
      Company  for the year ended December 31, 1993, filed  March
      30, 1994.

10.12 Restated   Supplemental  Pension  Plan  of   Ingersoll-Rand
      Company. Incorporated by reference to Form 10-K of  Ingerso
      ll-Rand  Company  for  the year ended  December  31,  1995,
      filed March 29, 1996.

10.13 Reorganization  Amendment  to  Supplemental  Pension  Plan,
      dated December 31, 2001.  Filed herewith.

10.14 Supplemental  Savings and Stock Investment Plan,  effective
      as  of January 1, 1989.  Incorporated by reference to  Form
      10-K  of Ingersoll-Rand Company for the year ended December
      31, 1993, filed March 30, 1994.

10.15 First   Amendment   to  Supplemental  Savings   and   Stock
      Investment Plan, dated December 31, 2001.  Filed herewith.

10.16 Supplemental  Retirement  Account  Plan  effective  as   of
      January  1, 1989.  Incorporated by reference to  Form  10-K
      of  Ingersoll-Rand Company for the year ended December  31,
      1993, filed March 30, 1994.

10.17 First  Amendment to Supplemental Retirement Account  Plan,
      dated December 31, 2001.  Filed herewith.

10.18 Incentive Stock Plan of 1995. Incorporated by reference  to
      the  Notice  of  1995  Annual Meeting of  Shareholders  and
      Proxy  Statement dated March 15, 1995. See  Appendix  A  of
      the Proxy Statement dated March 15, 1995.

10.19 Reorganization Amendment to Incentive Stock Plan  of  1995,
      dated December 21, 2001.  Filed herewith.

10.20 Senior   Executive  Performance  Plan.  Incorporated     by
      reference   to  the  Notice  of  2000  Annual  Meeting   of
      Shareholders  and  Proxy Statement, dated  March  7,  2000.
      See  Appendix  A  of the Proxy Statement,  dated  March  7,
      2000.

10.21 Amended and Restated Elected Officers Supplemental Plan. I
      ncorporated  by  reference to Form 10-K  of  Ingersoll-Rand
      Company  for the year ended December 31, 1998, filed  March
      30, 1999.

10.22 First  Amendment  to  Elected Officers  Supplemental  Plan,
      dated March 22, 1999.  Filed herewith.

10.23 Second  Amendment  to Elected Officers  Supplemental  Plan,
      dated March 22, 1999.  Filed herewith.

10.24 Third  Amendment  to  Elected Officers  Supplemental  Plan,
      dated December 31, 2001.  Filed herewith.

10.25 Amended  and  Restated Executive Deferred Compensation
      Plan. Incorporated by reference to Form 10-K for the year
      ended December 31, 2000.  Filed March 20, 2001.

10.26 First  Amendment  to Executive Deferred Compensation  Plan,
      dated December 31, 2001.  Filed herewith.

10.27 Incentive  Stock Plan of 1998.  Incorporated  by  reference
      to  Appendix  A  to  the Notice of 1998 Annual  Meeting  of
      Shareholders   and   Proxy  Statement   of   Ingersoll-Rand
      Company, dated March 17, 1998.

10.28 Amendment  of  Incentive Stock Plan of 1998, dated  May  2,
      2001.  Filed herewith.

10.29 Reorganization Amendment to Incentive Stock Plan  of  1998,
      dated December 31, 2001.  Filed herewith.

10.30 Composite   Employment  Agreement  with   Chief   Executive
      Officer.  Incorporated by reference to Form  10-K  for  the
      year ended December 31, 1999, filed March 30, 2000.

10.31 Employment  Agreement  with Michael Radcliff,  Senior  Vice
      President.   Incorporated  by reference  to  Form  10-K  of
      Ingersoll-Rand  for  the  year  ended  December  31,  2000.
      Filed March 20, 2001.

10.32 Employment  Agreement with Randy  Smith,  Senior  Vice
      President. Incorporated by reference to Form 10-K of Ingersoll-
      Rand for the year ended December 31, 2000.  Filed March 20, 2001.

10.33 Employment Agreement with John Turpin, Senior Vice  Preside
      nt.  Incorporated by reference to Form 10-K  of  Ingersoll-
      Rand  for  the year ended December 31, 2000.   Filed  March
      20, 2001.

12    Computations of Ratios of Earnings to Fixed Charges.  Filed
      herewith.

13    Ingersoll-Rand   Company   Limited   Annual    Report    to
      Shareholders for  2001.  Filed herewith. Not deemed  to  be
      filed   as  part  of  this  report  except  to  the  extent
      incorporated by reference.

21    List of Subsidiaries of Ingersoll-Rand Company Limited.
      Filed herewith.







                           SIGNATURES

Pursuant  to  the  requirements of Section 13  or  15(d)  of  the
Securities  Exchange Act of 1934, the registrant has duly  caused
this  report  to  be  signed on its behalf  by  the  undersigned,
thereunto duly authorized.

                                INGERSOLL-RAND COMPANY LIMITED
                                          (Registrant)

                                   By    /S/ Herbert L. Henkel
                                         Herbert L. Henkel

                                   Date  March  13,  2002


     Pursuant to the requirements of the Securities Exchange  Act
of  1934,  this  report has been signed below  by  the  following
persons on behalf of the registrant and in the capacities and  on
the dates indicated.

      Signature                   Title                 Date

                                Chairman
                            President, Chief
                           Executive Officer
                         and Director (Principal
/S/ Herbert L. Henkel       Executive Officer)    March  13, 2002
 (Herbert L. Henkel)

                          Vice President and
                         Controller (Principal
/S/ Steven R, Shawley   Financial and Accounting
 (Steven R. Shawley)            Officer)          March  13, 2002


/S/ Ann C. Berzin               Director          March  13, 2002
(Ann C. Berzin)


/S/ Joseph P. Flannery          Director          March  13, 2002
 (Joseph P. Flannery)


/S/ Peter C. Godsoe             Director          March  13, 2002
 (Peter C. Godsoe)


/S/ Constance J. Horner         Director          March  13, 2002
 (Constance J. Horner)


/S/ H. William Lichtenberger    Director          March  13, 2002
(H. William Lichtenberger)

/S/ Theodore E. Martin          Director          March  13, 2002
 (Theodore E. Martin)

/S/ Patricia Nachtigal          Director          March  13, 2002
 (Patricia Nachtigal)


/S/ Orin R. Smith               Director          March  13, 2002
(Orin R. Smith)


/S/ Richard J. Swift            Director          March  13, 2002
(Richard J. Swift)


/S/ Tony L. White               Director          March  13, 2002
 (Tony L. White)