UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C.  20549
FORM 8-K
CURRENT REPORT
Pursuant to Section 13 or 15 (d) of the
Securities Exchange Act of 1934
       Date of Report (Date of earliest event reported): February 18, 2003
INGERSOLL-RAND COMPANY LIMITED
(Exact name of registrant as specified in its charter)
 
Bermuda                                        1-985                                      N/A
(State of incorporation)        (Commission File Number)           (I.R.S. Employer
                                                                                                    Identification No.)
Clarendon House
2 Church Street
Hamilton HM 11, Bermuda
(Address of principal executive offices)
Registrant's telephone number, including area code: (441) 295-2838

Item 2    Acquisition or Disposition of Assets.
Pursuant to the Stock and Asset Purchase Agreement, dated as of October 16, 2002, as amended as of February 18, 2003 (as amended, the "Purchase Agreement"), among Ingersoll-Rand Company Limited ("IR"), on behalf of itself and certain of its subsidiaries and The Timken Company ("Timken"), on behalf of itself and certain of its subsidiaries, IR consummated its sale of its Engineered Solutions business segment (the "Transaction") to Timken.  Engineered Solutions comprised IR's worldwide operations relating to precision bearings and motion-control components and assemblies, and includes the Torrington, Fafnir, Kilian, Nadella and IRB brands.  The sale, which closed on February 18, 2003, became effective as of February 16, 2003.
Pursuant to the Purchase Agreement, IR received cash consideration of $700 million, subject to customary post closing purchase price adjustments.  In addition, Timken issued 9,395,973 shares of its common stock to Ingersoll-Rand Company ("IRNJ"), a wholly-owned subsidiary of IR.  
In connection with the Transaction, Timken offered 11 million shares of its common stock to the public in a registered public offering (the "Timken Offering").  After giving effect to the Timken Offering, and to the issuance of the shares of Timken common stock issued to IRNJ pursuant to the Purchase Agreement, IRNJ owns approximately 11.22 % of the outstanding shares of Timken common stock.  IR and IRNJ have agreed that, subject to the exceptions set forth in the Standstill and Voting Agreement, they will not transfer the shares of Timken common stock received in the Transaction for a period of six months following the closing date.
At the closing of the Transaction, IR, IRNJ and Timken entered into a Registration Rights Agreement (the "Registration Rights Agreement"), pursuant to which Timken provides certain registration rights with respect to the Timken common stock received by IRNJ in connection with the Transaction and a Standstill and Voting Agreement (the "Standstill and Voting Agreement"), governing IRNJ's ownership of Timken common stock.  The Purchase Agreement, Registration Rights Agreement and Standstill and Voting Agreement as well as the press release announcing the consummation of the Transaction are each incorporated herein by reference, and the foregoing description of such documents and the transactions contemplated therein are qualified in their entirety by reference to such exhibits.

Item 7    Financial Statements, Pro Forma Financial Information and Exhibits
Incorporated by reference to Exhibit 13 in the 10-K filed on March 5, 2003.
(c)            Exhibits.
            2.1.      Stock and Asset Purchase Agreement, dated as of October 16, 2002, among Ingersoll-Rand Company Limited, on behalf of itself and certain of its subsidiaries, and The Timken Company, on behalf of itself and certain of its subsidiaries, incorporated by reference to Exhibit 2.1 in the 8-K filed on October 17, 2002.
            2.2            Amendment, dated as of February 18, 2003, to the Stock and Asset Purchase Agreement, dated as of October 16, 2002, between Ingersoll-Rand Company Limited, on behalf of itself and certain of its subsidiaries, and The Timken Company, on behalf of itself and certain of its subsidiaries, incorporated by reference to Exhibit 2 in the Schedule 13D filed by Ingersoll-Rand Company on February 28, 2003.
            99.1.           Registration Rights Agreement, dated as of February 18, 2003, between Ingersoll-Rand Company and The Timken Company, incorporated by reference to Exhibit 4 in the Schedule 13D filed by Ingersoll-Rand Company on February 28, 2003.
            99.2.            Standstill and Voting Agreement, dated as of February 18, 2003, among The TimkenCompany, Ingersoll-Rand Company and Ingersoll-Rand Company Limited, incorporated by reference to Exhibit 3 in the Schedule 13D filed by Ingersoll-Rand Company on February 28, 2003.
            99.4.            Press Release.

SIGNATURE
Pursuant to the requirements of the Securities Exchange Act of 1934, as amended, the registrant has duly caused this report to be signed on its behalf by the undersigned, thereunto duly authorized.
March 5, 2003
                                                                                                     INGERSOLL-RAND COMPANY LIMITED
                                               
                                                                                                       By :  /s/ Richard W. Randall
                                                                                                         Name:  Richard W. Randall
                                                                                                        Title:     Vice President & Controller
                                                                                                                     Principal Accounting Officer

EXHIBIT INDEX
Exhibit Number                Description
         2.1.                       Stock and Asset Purchase Agreement, dated as of October 16, 2002, between Ingersoll-Rand Company Limited, on behalf of itself and certain of its subsidiaries, and The Timken Company, on behalf of itself and certain of its subsidiaries, incorporated by reference to Exhibit 2.1 in the 8-K filed on October 17, 2002.
          2.2                         Amendment, dated as of February 18, 2003, to the Stock Purchase Agreement, dated as of October 16, 2002, between Ingersoll-Rand Company Limited, on behalf of itself and certain of its subsidiaries, and The Timken Company, on behalf of itself and certain of its subsidiaries, incorporated by reference to Exhibit 2 in the Schedule 13D filed by Ingersoll-Rand Company on February 28, 2003.                         
        99.1.                        Registration Rights Agreement, dated as of February 18, 2003, between Ingersoll-Rand Company and The Timken Company, incorporated by reference to Exhibit 4 in the Schedule 13D filed by Ingersoll-Rand Company on February 28, 2003.
        99.2.                        Standstill and Voting Agreement, dated as of February 18, 2003, among The TimkenCompany, Ingersoll-Rand Company and Ingersoll-Rand Company Limited, incorporated by reference to Exhibit 3 in the Schedule 13D filed by Ingersoll-Rand Company on February 28, 2003.
       99.4.                          Press Release.

Ingersoll-Rand Completes Sale of its Engineered Solutions Business to Timken
Hamilton, Bermuda, February 18, 2003 -Ingersoll-Rand Company Limited (NYSE:IR), a leading diversified industrial firm, today announced that it has completed the sale of its Engineered Solutions business to The Timken Company for approximately $840 million. The purchase price consists of $700 million in cash and approximately 9.4 million shares of Timken common stock, which are valued at $140 million. Ingersoll-Rand will hold the Timken shares for a minimum of six months.

The Engineered Solutions business comprised Ingersoll-Rand's worldwide precision bearings and motion-control components and assemblies businesses, and the associated Torrington, Fafnir, Kilian, Nadella and IRB brands.

"The Engineered Solutions business is a market leader with a strong cadre of dedicated, professional employees," said Herbert L. Henkel, chairman, president and chief executive officer. "I am confident that Engineered Solutions will continue its strong performance, which will be significantly enhanced by being part of a company providing complementary products and solutions to global customers."

"We will use the immediate cash proceeds of the sale to pay down debt, which will enable us to apply our strong free cash flow for bolt-on acquisitions and to consider share repurchases."

This news release includes "forward-looking statements" that involve risks and uncertainties, which could cause actual results to differ materially from those anticipated in the forward-looking statements. Economic conditions, regulatory approvals, availability of financing and other factors could impact Ingersoll-Rand or Timken and the timing or completion of the sale. Additional information regarding risk factors and uncertainties is detailed from time to time in the company's SEC filings, including but not limited to its report on Form 10-Q for the three months ended September 30, 2002.

Ingersoll-Rand is a leading innovation and solutions provider for the major global markets of Security and Safety, Climate Control, Industrial Solutions and Infrastructure. The company's diverse product portfolio encompasses such leading industrial and commercial brands as Schlage locks and security solutions; Thermo King transport temperature control equipment; Hussmann commercial and retail refrigeration equipment; Bobcat compact equipment; Club Car golf cars and utility vehicles; PowerWorks microturbines; and Ingersoll-Rand industrial and construction equipment. In addition, IR offers products and services under many more premium brands for customers in industrial and commercial markets. Further information on IR can be found on the company's web site at www.irco.com.