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 (Date of earliest event reported): May 29, 2003

INGERSOLL-RAND COMPANY LIMITED
(Exact name of registrant as specified in its charter)

     Bermuda                                     1-985                                    75-2993910
(State of incorporation)           (Commission File Number)                 (I.R.S. Employer
                                                                                                        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

Item 5.             Other Events

At the Annual General Meeting of Shareholders of the Company held on May 29, 2003, the shareholders, in addition to electing directors, appointed PricewaterhouseCoopers LLP as independent auditors of the Company for the year ending December 31, 2003, and acted upon a shareholder proposal regarding the Company's reincorporation in Bermuda.  The shareholders voted as follows on the following matters:

1.      The voting result for the election of directors was as follows:                                                                                   

            Name                                 Term               Votes For           Votes Withheld
            George W. Buckley           3 years           134,701,051            6,883,979
            Theodore E. Martin           3 years           138,624,986            2,960,044
            Patricia Nachtigal               3 years           138,913,873            2,671,157
            Richard J. Swift                 3 years           134,739,890            6,845,140

            Peter C. Godsoe, Constance J. Horner, Orin R. Smith, Ann C. Berzin, Herbert L. Henkel, H. William Lichtenberger, and Tony L. White
            all continue as Directors of the Company.

2.      The appointment of the Company's independent auditors and authorization of the Board of Directors to fix the auditors' remuneration was
         approved by a vote of 129,661,650 votes for, 10,738,225 votes against, and 1,185,155 votes abstaining.

3.      The shareholder proposal involving a nonbinding vote seeking the Company's reincorporation as a U.S.-based company was rejected by a vote
         of 51,672,268 votes for, 72,976,281 votes against, 2,314,851 votes abstaining and 14,621,630 broker non-votes.
 

Item 9.             Regulation FD Disclosure

Attached hereto as an exhibit, which is incorporated herein by reference is the registrant's press release announcing results of voting from the Company's Annual General Meeting.

The information in this Item 9 is not "filed" pursuant to the Securities Exchange Act of 1934 and is not incorporated by reference into any registrations under the Securities Act of 1933.  Additionally, the inclusion of such information is not an admission as to the materiality of any information in the report that is required to be disclosed solely by regulation FD.

Exhibit Number            Description

99                                Press release of Ingersoll-Rand Company Limited dated May 29, 2003

                                                                                                      SIGNATURE

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

                                                                                                      INGERSOLL-RAND COMPANY LIMITED
                                                                                                      (Registrant)

May 30, 2003                                                                                /s/ Patricia Nachtigal
                                                                                                      Patricia Nachtigal
                                                                                                      Senior Vice President and General Counsel

EX-99

                                                                                                                 Ingersoll-Rand Company Limited 
                                                                                                                 Clarendon House
                                                                                                                 2 Church Street
                                                                                                                 Hamilton HM 11                 
                                                                                                                 Bermuda           

                                                                                                                 www.irco.com

                                                                                                                 NEWS RELEASE

Contact:            Paul Dickard (Media Contact)
                        (201) 573-3120
                        (201) 310-0676 (cell)

                        Joseph Fimbianti (Analyst Contact)
                        (201) 573-3113

_________________________________________________________________________________________________________________

Ingersoll-Rand Reports Results of Voting from its Annual General Meeting

Hamilton, Bermuda, May 29, 2003-Ingersoll-Rand Company Limited (NYSE:IR), a leading diversified industrial firm, held its Annual General Meeting of shareholders today at its Davidson, North Carolina, facility.  The items acted upon by the company's shareholders included nominations for four members of IR's board of directors, the appointment of independent auditors, and a shareholder proposal regarding the company's reincorporation in Bermuda.

Each of the individuals nominated for the board of directors, George W. Buckley, Theodore E. Martin, Patricia Nachtigal, and Richard J. Swift, received at least 95.1% of the votes cast in favor of his or her election.

PricewaterhouseCoopers received 92.4% of the votes cast in favor of its appointment as the company's independent auditor, with 7.6% opposed.

The shareholder proposal involved a nonbinding vote seeking IR's reincorporation as a U.S.-based company.  Of the votes cast, 58.6% voted against the proposal and 41.4% voted in favor.

"The results of the vote on this proposal indicate that many shareholders wish us to remain sensitive to the impact of reincorporation on our company," said Herbert L. Henkel, chairman, president and chief executive officer.  "We will continue to monitor changes in legislation that might affect our business, and continue to evaluate the advantages and disadvantages of maintaining our current corporate structure."
           

IR is a leading innovation and solutions provider for the major global markets of Security and Safety, Climate Control, Industrial Solutions and Infrastructure.  The company's diverse product portfolio encompasses such leading industrial and commercial brands as Schlage locks and security solutions; Thermo King transport temperature control equipment; Hussmann commercial and retail refrigeration equipment; Bobcat compact equipment; Club Car golf cars and utility vehicles; PowerWorks microturbines; and Ingersoll-Rand industrial and construction equipment. In addition, IR offers products and services under many more premium brands for customers in industrial and commercial markets.  Further information on IR can be found on the company's web site at www.irco.com.

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