FORM 5
[ X ] Check this box if no longer subject to Section 16. Form 4 or Form 5 obligations may continue. See Instruction 1(b).
[ ] Form 3 Holdings Reported
[ ] Form 4 Transactions Reported	UNITED STATES SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549

ANNUAL STATEMENT OF CHANGES IN BENEFICIAL OWNERSHIP OF SECURITIES

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                      	Filed pursuant to Section 16(a) of the Securities Exchange Act of 1934, Section 17(a) of the Public
Utility Holding Company Act of 1935 or Section 30(f) of the Investment Company Act of 1940	                      	

1. Name and Address of Reporting Person *

MAPP GORDON A	2. Issuer Name and Ticker or Trading Symbol

INGERSOLL RAND CO LTD [IR]	5. Relationship of Reporting Person(s) to Issuer (Check all applicable)

_____ Director                      _____ 10% Owner
__ X __ Officer (give title below)      _____ Other (specify below)
Senior Vice President	
(Last)          (First)          (Middle)

C/O INGERSOLL-RAND COMPANY,  200 CHESTNUT RIDGE ROAD	3. Statement for Issuer's Fiscal Year Ended (MM/DD/YYYY)
8/6/2003 		
(Street)

WOODCLIFF LAKE, NJ 07677
(City)        (State)        (Zip)	4. If Amendment, Date Original Filed (MM/DD/YYYY)

 	6. Individual or Joint/Group Filing (Check Applicable Line)

_ X _ Form Filed by One Reporting Person
___ Form Filed by More than One Reporting Person	

Table I - Non-Derivative Securities Acquired, Disposed of, or Beneficially Owned	
1.Title of Security
(Instr. 3)	2. Trans. Date	2A. Deemed Execution Date, if any	3. Trans. Code
(Instr. 8)	4. Securities Acquired (A) or Disposed of (D)
(Instr. 3, 4 and 5)	5. Amount of Securities Beneficially Owned Following Reported Transaction(s)
(Instr. 3 and 4)	6. Ownership Form: Direct (D) or Indirect (I)
(Instr. 4)	7. Nature of Indirect Beneficial Ownership
(Instr. 4)	
				Amount	(A) or (D)	Price				
Common  	 	 	   	 	 	 	2229.84  	I  	By Plan Trustee  	
Common  	 	 	   	 	 	 	10241  	D  	

Table II - Derivative Securities Acquired, Disposed of, or Beneficially Owned ( e.g. , puts, calls, warrants, options, convertible securities)	
1. Title of Derivate Security
(Instr. 3)	2. Conversion or Exercise Price of Derivative Security	3. Trans. Date	3A. Deemed Execution Date, if any	4. Trans. Code
(Instr. 8)	5. Number of Derivative Securities Acquired (A) or Disposed of (D)
(Instr. 3, 4 and 5)	6. Date Exercisable and Expiration Date
(MM/DD/YYYY)	7. Title and Amount of Securities Underlying Derivative Security
(Instr. 3 and 4)	8. Price of Derivative Security
(Instr. 5)	9. Number of Derivative Securities Beneficially Owned at End of Issuer's Fiscal Year
(Instr. 4)	10. Ownership Form of Derivative Security: Direct (D) or Indirect (I)
(Instr. 4)	11. Nature of Indirect Beneficial Ownership
(Instr. 4)	
					(A)	(D)	Date Exercisable	Expiration Date	Title	Amount or Number of Shares					
Phantom Stock Units (SSSIP)  	 	 	 	   	  	  	  (1)	  (1)	Common  	1824.67  	 	1824.67  	D  	

Explanation of Responses:	
(  1) 	These phantom stock units were acquired under the Ingersoll-Rand Company Limited Supplemental Savings and Stock Investment Plan (the "SSSIP") and, subject to the vesting provisions of the SSSIP, are to be settled in cash upon the reporting person's termination of employment with the issuer.	

Reporting Owners	
Reporting Owner Name / Address	Relationships	
	Director	10% Owner	Officer	Other	
MAPP GORDON A
C/O INGERSOLL-RAND COMPANY
200 CHESTNUT RIDGE ROAD
WOODCLIFF LAKE, NJ 07677			Senior Vice President		

Signatures		
Ronald G. Heller- Attorney-in-Fact		8/12/2003	
** Signature of Reporting Person		Date

Reminder: Report on a separate line for each class of securities beneficially owned directly or indirectly.	
*	If the form is filed by more than one reporting person, see Instruction 4(b)(v).	
**	Intentional misstatements or omissions of facts constitute Federal Criminal Violations. See 18 U.S.C. 1001 and 15 U.S.C. 78ff(a).	
Note:	File three copies of this Form, one of which must be manually signed. If space is insufficient, see Instruction 6 for procedure.	
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