Exhibit 31.2
 

CERTIFICATION

I, Timothy R. McLevish, certify that:

1.      I have reviewed the Form 10-Q for the quarter ended June 30, 2004 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 disclosure
         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 3, 2004                                                                /S/ Timothy R. McLevish
                                                                                                Timothy R. McLevish
                                                                                                Principal Financial Officer