RW 1 corresp.txt COVER LETTER SEC SIMPSON THACHER & BARTLETT 425 LEXINGTON AVENUE NEW YORK, N.Y. 10017-3954 (212) 455-2000 -------- FACSIMILE (212) 455-2502 DIRECT DIAL NUMBER E-MAIL ADDRESS 212-455-2675 JTEHAN@STBLAW.COM Via EDGAR June 4, 2002 --------- Re: Application for Withdrawal of Registration Statement: Ingersoll-Rand Company Registration Statement No. 333-88582 United States Securities and Exchange Commission 450 Fifth Street, N.W. Washington, D.C. 20549 Attention: Mr. Howard Baik Ladies and Gentlemen: On behalf of Ingersoll-Rand Company, a New Jersey corporation (the "Registrant"), we request pursuant to Rule 477(a) of the Securities Act of 1933, as amended (the "Act"), that the Securities and Exchange Commission (the "Commission") consent to the withdrawal of the Registrant's Registration Statement, which previously was filed with the Commission on May 17, 2002 on Form S-3 under the Act and the Trust Indenture Act of 1939, as amended (Registration No. 333-88582) along with any exhibits filed thereto ("Registration Statement"). We incurred technical problems during the initial filing which resulted in the Registration Statement being given an improper Registration Number and were advised to withdraw the Registration Statement in order to correct the problem. No securities have been sold in connection with the Registration Statement. The Registration Statement has not been declared effective by the Commission. Please direct any questions or comments regarding this filing to the undersigned at (212) 455-2675. Very truly yours, /s/ John B. Tehan --------------------- John B. Tehan London Hong Kong Tokyo Singapore Los Angeles Palo Alto