EX-99 5 exhibit99-2.htm INGERSOLL-RAND COMPANY LIMITED

                                                                        Exhibit 99.2

 

CERTIFICATION

I, Timothy R. McLevish, certify that:

1.    I have reviewed the Form 10-Q for the quarter ended June 30, 2003 of Ingersoll-Rand Company Limited;

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

3.    Based on my knowledge, the financial statements, and other financial information included in this report,
       fairly present in all material respects the financial condition, results of operations and cash flows of the
       registrant as of, and for, the periods presented in this report;

4.    The registrant's other certifying officer and I are responsible for establishing and maintaining disclosur
       controls and procedures (as defined in Exchange Act Rules 13a-15(e) and 15d-15(e)) for the registrant
       and have:

        a.    Designed such disclosure controls and procedures, or caused such disclosure controls and procedures
               to be designed under our supervision, to ensure that material information relating to the registrant,
               including its consolidated subsidiaries, is made known to us by others within those entities, particularly
              during the period in which this report is being prepared;

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

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

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

        a.    All significant deficiencies and material weaknesses in the design or operation of internal control over
               financial reporting which are reasonably likely to adversely affect the registrant's ability to record,
               process, summarize and report financial information; and

        b.    Any fraud, whether or not material, that involves management or other employees who have a
               significant role in the registrant's internal control over financial reporting.

Date: August 13, 2003                                        /s/ Timothy R. McLevish
                                                                          Timothy R. McLevish
                                                                          Principal Financial Officer