EXHIBIT 24.1

                               POWER OF ATTORNEY
                               -----------------

         Each person whose signature appears below authorizes Herbert L.
Henkel, Timothy R. McLevish and Patricia Nachtigal, or any of them, to execute
in the name of each such person who is then an officer or director of
Ingersoll-Rand Company Limited (the "Company") and to file a Registration
Statement on Form S-3 relating to the Company's common shares, preference
shares, share purchase contracts, share purchase units, depositary shares,
debt securities, warrants and securities exchangeable for or convertible into
securities of the Company or third parties and guarantees by Ingersoll-Rand
Company, and any amendments thereto (and any additional Registration Statement
related thereto permitted by Rule 462(b) promulgated under the Securities Act
of 1933 (and all further amendments including post-effective amendments
thereto) in each case necessary or advisable to enable the Company to comply
with the Securities Act of 1933, as amended, and any rules, regulations and
requirements of the Securities and Exchange Commission, in respect thereof, in
connection with the registration of the securities which are the subject of
such Registration Statements, which amendments may make such changes in such
Registration Statements as such attorney may deem appropriate.

                                  SIGNATURES

         Pursuant to the requirements of the Securities Act of 1933, as
amended, this Power of Attorney has been signed by the following persons in
the capacities indicated on May 17, 2002.

              Signature                                   Title
              ---------                                   -----

         /s/ Herbert L. Henkel             Chairman, President,
--------------------------------------     Chief Executive Officer and Director
        (Herbert L. Henkel)                (Principal Executive Officer)


         /s/ Timothy R. McLevish           Senior Vice President and Chief
--------------------------------------     Financial Officer
         (Timothy R. McLevish)             (Principal Financial Officer)


         /s/ Steven R. Shawley              Vice President and Controller
--------------------------------------      (Principal Accounting Officer)
         (Steven R. Shawley)


         /s/ Ann C. Berzin                  Director
--------------------------------------
         (Ann C. Berzin)


         /s/ Peter C. Godsoe                Director
--------------------------------------
         (Peter C. Godsoe)


         /s/ Constance J. Horner            Director
--------------------------------------
         (Constance J. Horner)


         /s/ H. William Lichtenberger       Director
--------------------------------------
         (H. William Lichtenberger)


         /s/ Theodore E. Martin             Director
--------------------------------------
         (Theodore E. Martin)


         /s/ Patricia Nachtigal             Director
--------------------------------------
         (Patricia Nachtigal)


         /s/ Orin R. Smith                  Director
--------------------------------------
         (Orin R. Smith)


         /s/ Richard J. Swift               Director
--------------------------------------
         (Richard J. Swift)


         /s/ Tony L. White                  Director
--------------------------------------
         (Tony L. White)