8-K

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

WASHINGTON, D.C. 20549

FORM 8-K

CURRENT REPORT

Pursuant to Section 13 or 15 (d) of the Securities Exchange Act of 1934

Date of Report    -   August 24, 2007

(Date of earliest event reported)

INGERSOLL-RAND COMPANY LIMITED

(Exact name of registrant as specified in its charter)

Bermuda (State or other jurisdiction of incorporation) 1-985 (Commission File Number) 75-2993910 (I.R.S. Employer Identification No.)

Clarendon House

2 Church Street

Hamilton HM 11, Bermuda

(Address of principal executive offices, including zip code)

(441) 295-2838

(Registrant's phone number, including area code)

N/A

(Former name or former address, if changed since last report)

Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions:

o Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)

o Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)

o Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))

o Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))

Item 5.02. Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers.

On August 24, 2007, Timothy R. McLevish tendered his resignation from the position of Senior Vice President and Chief Financial Officer of Ingersoll-Rand Company Limited (the “Company”) to become the Chief Financial Officer of Kraft Foods Inc. Mr. McLevish’s resignation will be effective September 30, 2007.

The Company has not appointed a replacement for Mr. McLevish but expects to announce his successor by September 30, 2007.

On August 29, 2007, the Company issued a press release announcing Mr. McLevish’s resignation. A copy of the press release is filed as Exhibit 99.1 to this report and is incorporated herein by reference.

Item 9.01. Financial Statements and Exhibits.

(d)   Exhibits

Exhibit No.	Description
99.1	Press Release of Ingersoll-Rand Company Limited dated August 29, 2007.

SIGNATURES 

Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.

	INGERSOLL-RAND COMPANY LIMITED
	(Registrant)
Date: August 29, 2007	/s/ Patricia Nachtigal
	Patricia Nachtigal
	Senior Vice President and
	General Counsel

EX-99.1

Contact: Paul Dickard (Media)

(201) 573-3120

Joe Fimbianti (Analysts)

(201) 573-3113

Ingersoll-Rand CFO Tim McLevish to Leave Company

Hamilton, Bermuda, August 29, 2007--Ingersoll-Rand Company Limited (NYSE:IR), a leading diversified industrial firm, today announced that Timothy R. McLevish, senior vice president and chief financial officer, will leave the company on September 30, 2007, to become chief financial officer for Kraft Foods Inc.

McLevish has been Ingersoll Rand’s CFO since May 2002, with overall responsibilities that have included control, tax, treasury, audit services, investor relations, information technology, strategic planning and business development.

"As a senior member of Ingersoll Rand’s leadership team, Tim has been instrumental in helping to strengthen our company," said Herbert L. Henkel, chairman, president and chief executive officer. "We expect to announce Tim’s successor prior to his departure from Ingersoll Rand. On a personal note, I thank Tim for his support and counsel over the past five years, and wish him continued success.”

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This news release includes “forward-looking statements” that involve risks, uncertainties and changes in circumstances, which may cause actual results, performance or achievements to differ materially from anticipated results, performance or achievements. Political, economic, climatic, currency, tax, regulatory, technological, competitive, and other factors could cause actual results to differ materially from those anticipated in the forward-looking statements. Additional information regarding these risk factors and uncertainties is detailed from time to time in the company’s SEC filings, including but not limited to its report on Form 10-Q for the quarter ended June 30, 2007.

Ingersoll Rand is a global diversified industrial firm providing products, services and solutions to transport and protect food and perishables, secure homes and commercial properties, and enhance industrial productivity and efficiency. Driven by a 100-year-old tradition of technological innovation, we enable companies and their customers to create progress. For more information, visit www.ingersollrand.com.