EXHIBIT 24.2


                               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 (the "Company") and to file a Registration Statement on
Form S-3 relating to guarantees by the Company (which such Registration
Statement also includes common shares, preference shares, share purchase
contracts, share purchase units, depositary shares, debt securities, warrants
and exchangeable and convertible securities of Ingersoll-Rand Company Limited),
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             President and Chief Executive
--------------------------------------     Officer (Principal Executive
        (Herbert L. Henkel)                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/ Ronald G. Heller               Director
--------------------------------------
         (Ronald G. Heller)


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


         /s/ Gerald E. Swimmer             Director
--------------------------------------
         (Gerald E. Swimmer)