As filed with the Securities and Exchange Commission on January 2, 2002.
Registration No. 333-19445

SECURITIES AND EXCHANGE COMMISSION
 WASHINGTON, D.C. 20549

POST EFFECTIVE AMENDMENT NO. 1
TO
 FORM S-8
REGISTRATION STATEMENT
UNDER
THE SECURITIES ACT OF 1933

INGERSOLL-RAND COMPANY LIMITED
 (Exact Name of Registrant as Specified in its Charter)

                BERMUDA                                                      N/A
    (State or other jurisdiction of                         (I.R.S. Employer Identification No.)
     incorporation or organization)

         200 CHESTNUT RIDGE ROAD                                            07677
       WOODCLIFF LAKE, NEW JERSEY                                        (Zip Code)
(Address of principal executive offices)	

EXECUTIVE DEFERRED COMPENSATION AND STOCK BONUS PLAN
DIRECTORS DEFERRED COMPENSATION AND STOCK AWARD PLAN
 (Full title of the plans)
PATRICIA NACHTIGAL, ESQ.
SENIOR VICE PRESIDENT AND GENERAL COUNSEL
200 CHESTNUT RIDGE ROAD
WOODCLIFF LAKE, NEW JERSEY 07677
 (201) 573-0123
(Name, Address, Including Zip Code, and Telephone Number,
Including Area Code of Agent for Service)

Copy to:
Jonathan B. Newton, Esq.
Baker & McKenzie
2300 Trammell Crow Center
2001 Ross Avenue
Dallas, Texas 75201
(214) 978-3000

EXPLANATORY NOTE
Reorganization of Ingersoll-Rand Company to Bermuda
This Post-Effective Amendment No. 1 to Registration Statement on Form S-8, Registration No. 333-19445 (this "Registration Statement"), is being filed pursuant to Rule 414 of the Securities Act of 1933, as amended (the "Securities Act"), by Ingersoll-Rand Company Limited, a Bermuda company ("IR-Limited"), which is the successor issuer to Ingersoll-Rand Company, a New Jersey corporation ("IR-New Jersey"), following a corporate reorganization (the "Reorganization") that became effective on December 31, 2001. The Reorganization was effected through the merger of IR Merger Corporation, a New Jersey corporation, with and into IR-New Jersey with the result that IR-New Jersey became an indirect, wholly-owned subsidiary of IR-Limited. Pursuant to the Reorganization, Class A common shares, par value $1.00 per share, of IR-Limited ("IR-Limited Class A Common Shares") will henceforth be issuable under the Executive Deferred Compensation and Stock Bonus Plan (the "Executive Plan") in lieu of shares of common stock of IR-New Jersey, but IR-New Jersey will continue to sponsor the Executive Plan. In addition, pursuant to the Reorganization, the Directors Deferred Compensation and Stock Award Plan (the "Director Plan") was assumed by IR-Limited and IR-Limited Class A Common Shares will henceforth be issuable under the Director Plan in lieu of shares of common stock of IR-New Jersey. IR-Limited expressly adopts this Registration Statement as its own registration statement for all purposes under the Securities Act and the Securities Exchange Act of 1934, as amended (the "Exchange Act").

PART II
INFORMATION REQUIRED IN THE REGISTRATION STATEMENT
ITEM 3. INCORPORATION OF DOCUMENTS BY REFERENCE
The following documents filed by IR-New Jersey (including IR-Limited, as successor issuer) are hereby incorporated by reference into this Registration Statement.
(a) Current Report on Form 8-K, dated February 6, 2001;
(b) Current Report on Form 8-K, dated February 9, 2001;
(c) Current Report on Form 8-K/A, dated February 9, 2001;
(d) Current Report on Form 8-K, dated September 30, 2001;
(e) Current Report on Form 8-K, dated October 16, 2001;
(f) Current Report on Form 8-K, dated December 21, 2001;
(g) Current Report on Form 8-K, dated December 31, 2001;
(h) Annual Report on Form 10-K for the fiscal year ended December 31, 2000;
(i) Quarterly Report on Form 10-Q for the quarter ended March 31, 2001;
(j) Quarterly Report on Form 10-Q for the quarter ended June 30, 2001;
(k) Quarterly Report on Form 10-Q for the quarter ended September 30, 2001; and
(l) The description of the IR-Limited Class A Common Shares and the Preference Share Purchase Rights to purchase Series A Preference Shares in the Registration Statement on Form 8-A dated December 20, 2001, including all amendments and reports filed for the purpose of updating such descriptions.
All documents subsequently filed by IR-Limited pursuant to Sections
13(a), 13(c), 14 or 15(d) of the Exchange Act, prior to the filing of a post-effective amendment to this Registration Statement which indicates that all securities offered hereunder have been sold or which deregisters all securities then remaining unsold, shall be deemed to be incorporated herein by reference and to be a part hereof from the date of filing such documents. Any statement contained in a document incorporated or deemed to be incorporated by reference herein shall be deemed to be modified or superseded for purposes of this Registration Statement to the extent that a statement contained herein or in any subsequently filed document which also is or is deemed to be incorporated by reference herein modifies or supersedes such statement. Any such statement so modified or superseded shall not be deemed, except as so modified or superseded, to constitute a part of this Registration Statement.
ITEM 4. DESCRIPTION OF SECURITIES
Not applicable.
ITEM 5. INTEREST OF NAMED EXPERTS AND COUNSEL
None.
ITEM 6. INDEMNIFICATION OF DIRECTORS AND OFFICERS
Section 98 of the Companies Act 1981 of Bermuda (the "Companies Act") provides generally that a Bermuda company may indemnify its directors and officers against any liability that by virtue of Bermuda law otherwise would be imposed on them, except in cases where such liability arises from fraud or dishonesty of which such director or officer may be guilty in relation to the company. Section 98 further provides that a Bermuda company may indemnify its directors and officers against any liability incurred by them in defending any
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proceedings, whether civil or criminal, in which a judgment is awarded in their favor or in which they are acquitted or granted relief by the Supreme Court of Bermuda in certain proceedings arising under Section 281 of the Companies Act.
Bye-law 26 of the Amended and Restated Bye-laws of IR-Limited provides that IR-Limited shall indemnify any current or former director or officer of IR-Limited or any person who, while a director or officer of IR-Limited, is or was serving at the request of IR-Limited as a director, officer, partner, venturer, proprietor, trustee, employee, agent or similar functionary of another foreign or domestic corporation, general or limited partnership, firm, association, trust, estate, company (including a limited liability company) or other enterprise to the fullest extent permitted under Bermuda law. IR-Limited may also indemnify any employee or agent of IR-Limited to the fullest extent provided by Bermuda law.
Bye-law 26 further gives claimants certain rights with respect to claims for indemnification not paid by IR-Limited after 60 days following a written request. The indemnification provisions in Bye-law 26 are not exclusive of other rights to which a director or officer may be entitled.
IR-Limited has a liability insurance policy in effect that covers certain claims against any officer or director of IR-Limited by reason of certain breaches of duty, neglect, errors or omissions committed by such person in his or her capacity as an officer or director.
ITEM 7. EXEMPTION FROM REGISTRATION CLAIMED
Not applicable.

ITEM 8.  EXHIBITS

          EXHIBIT
           NUMBER                        DESCRIPTION

            4(i)      Memorandum of Association of IR-Limited (incorporated by
                      reference to Exhibit 3.1 of IR-Limited's Registration
                      Statement on Form S-4, Registration No. 333-71642)

           4(ii)      Amended and Restated Bye-laws of IR-Limited (incorporated
                      by reference to Exhibit 3.2 of IR-Limited's Registration
                      Statement on Form S-4, Registration No. 333-71642)

           4(iii)     Specimen IR-Limited Class A Common Share certificate
                      (incorporated by reference to Exhibit 4.4 of IR-Limited's
                      Registration Statement on Form S-4, Registration No.
                      333-71642)

           4(iv)      Rights Agreement between IR-Limited and The Bank of New
                      York, as Rights Agent, which includes the Form of Right
                      Certificate as Exhibit B thereto (incorporated by
                      reference to Exhibit 4.2 of IR-Limited's Registration
                      Statement on Form S-4, Registration No. 333-71642)

             5        Opinion of Conyers Dill & Pearman

            23.1      Consent of PricewaterhouseCoopers LLP

            23.2      Consent of Conyers Dill & Pearman (included in the
                      opinion filed as Exhibit 5)

             24       Power of attorney (incorporated by reference to
                      Exhibit 24 of the originally filed Registration
                      Statement on Form S-8, Registration No. 333-19445)	

ITEM 9. UNDERTAKINGS
The undersigned Registrant hereby undertakes:
(1) To file, during any period in which offers or sales are being made, a post-effective amendment to this Registration Statement:
(i) to include any prospectus required by Section 10(a)(3) of the Securities Act;
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(ii) to reflect in the prospectus any facts or events arising after the effective date of this Registration Statement (or the most recent post-effective amendment thereof) which, individually or in the aggregate, represent a fundamental change in the information set forth in this Registration Statement; and
(iii) to include any material information with respect to the plan of distribution not previously disclosed in this Registration Statement or any material change to such information in this Registration Statement.
Provided, however, That paragraphs (a)(1)(i) and (a)(1)(ii) of this section do not apply if this Registration Statement is on Form S-3, Form S-8 or Form F-3, and the information required to be included in a post-effective amendment by those paragraphs is contained in periodic reports filed with or furnished to the Securities and Exchange Commission by the Registrant pursuant to Section 13 or
Section 15(d) of the Exchange Act that are incorporated by reference in this Registration Statement.
(2) That, for the purposes of determining any liability under the Securities Act, each such post-effective amendment shall be deemed to be a new registration statement relating to the securities offered therein, and the offering of such securities at that time shall be deemed to be the initial bona fide offering thereof.
(3) To remove from registration by means of a post-effective amendment any of the securities being registered which remain unsold at the termination of the offering.
(4) That, for purposes of determining any liability under the Securities Act, each filing of the Registrant's annual report pursuant to Section 13(a) or
Section 15(d) of the Exchange Act (and, where applicable, each filing of an employee benefit plan's annual report pursuant to Section 15(d) of the Exchange Act) that is incorporated by reference in this Registration Statement shall be deemed to be a new registration statement relating to the securities offered therein, and the offering of such securities at that time shall be deemed to be the initial bona fide offering thereof.
(5) Insofar as indemnification for liabilities arising under the Securities Act may be permitted to directors, officers and controlling persons of the Registrant pursuant to the foregoing provisions, or otherwise, the Registrant has been advised that in the opinion of the Securities and Exchange Commission such indemnification is against public policy as expressed in the Securities Act and is, therefore, unenforceable. In the event that a claim for indemnification against such liabilities (other than the payment by the Registrant of expenses incurred or paid by a director, officer or controlling person of the Registrant in the successful defense of any action, suit or proceeding) is asserted by such director, officer or controlling person in connection with the securities being registered, the Registrant will, unless in the opinion of its counsel the matter has been settled by controlling precedent, submit to a court of appropriate jurisdiction the question whether such indemnification by it is against public policy as expressed in the Securities Act and will be governed by the final adjudication of such issue.
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SIGNATURES
Pursuant to the requirements of the Securities Act of 1933, the Registrant certifies that it has reasonable grounds to believe that it meets all of the requirements for filing on Form S-8 and has duly caused this Registration Statement to be signed on its behalf by the undersigned, thereunto duly authorized, in Woodcliff Lake, New Jersey on this 2nd day of January, 2002.
INGERSOLL-RAND COMPANY LIMITED

By:  /s/ Herbert L. Henkel
   ------------------------------------
   Herbert L. Henkel
   Chairman, President,
   Chief Executive Officer and Director	

Pursuant to the requirements of the Securities Act of 1933, this Registration Statement has been signed by the following persons in the capacities and on the dates indicated.

                   Signature                                          Title                              Date
                   ---------                                          -----                              ----
       /s/ Herbert L. Henkel                      Chairman, President, Chief Executive Officer      January 2, 2002
-----------------------------------               and Director (Principal Executive Officer)
HERBERT L. HENKEL

       /s/ David W. Devonshire                    Executive Vice President and Chief Financial      January 2, 2002
-----------------------------------               Officer (Principal Financial Officer)
DAVID W. DEVONSHIRE

       /s/ Steven R. Shawley                      Vice President and Controller                     January 2, 2002
-----------------------------------               (Principal Accounting Officer)
STEVEN R. SHAWLEY

                                                  Director
-----------------------------------
ANN C. BERZIN

              *                                   Director
-----------------------------------
JOSEPH P. FLANNERY

                                                  Director
-----------------------------------
PETER C. GODSOE

              *                                   Director
-----------------------------------

CONSTANCE J. HORNER

              *                                   Director
-----------------------------------

H. WILLIAM LICHTENBERGER

              *                                   Director
-----------------------------------
THEODORE E. MARTIN	

              *                                   Director
-----------------------------------
ORIN R. SMITH

              *                                   Director
-----------------------------------
RICHARD J. SWIFT

                                                  Director
-----------------------------------
TONY L. WHITE

*By:   /s/ Patricia Nachtigal
     ------------------------------               Director                                    January 2, 2002
     Patricia Nachtigal

         Attorney-in-Fact	

EXHIBIT INDEX

EXHIBIT
NUMBER                          DESCRIPTION
-------                         -----------
 4(i)       Memorandum of Association of IR-Limited (incorporated by
            reference to Exhibit 3.1 of IR-Limited's Registration Statement
            on Form S-4, Registration No. 333-71642)

 4(ii)      Amended and Restated Bye-laws of IR-Limited (incorporated by
            reference to Exhibit 3.2 of IR-Limited's Registration Statement
            on Form S-4, Registration No. 333-71642)

4(iii)      Specimen IR-Limited Class A Common Share certificate
            (incorporated by reference to Exhibit 4.4 of IR-Limited's
            Registration Statement on Form S-4, Registration No. 333-71642)

 4(iv)      Rights Agreement between IR-Limited and The Bank of New York, as
            Rights Agent, which includes the Form of Right Certificate as
            Exhibit B thereto (incorporated by reference to Exhibit 4.2 of
            IR-Limited's Registration Statement on Form S-4, Registration No.
            333-71642)

   5        Opinion of Conyers Dill & Pearman

 23.1       Consent of PricewaterhouseCoopers LLP

 23.2       Consent of Conyers Dill & Pearman (included in the opinion filed
            as Exhibit 5)

  24        Power of attorney (incorporated by reference to Exhibit 24 of
            the originally filed Registration Statement on Form S-8,
            Registration No. 333-19445)	

[Conyers Dill & Pearman Letterhead]
January 2, 2002
Ingersoll-Rand Company Limited
200 Chestnut Ridge Road
Woodcliff Lake, New Jersey 07677
Dear Sirs,
INGERSOLL-RAND COMPANY LIMITED
We have acted as special legal counsel in Bermuda to Ingersoll-Rand Company Limited, a Bermuda company (the "Company"), in connection with the transactions described in the Post-Effective Amendment No. 1 to the Registration Statement on Form S-8 to be filed by the Company with the Securities and Exchange Commission under the United States Securities Act of 1933, as amended (the "Act") (the "Registration Statement"), with respect to the registration under the Act of the Company's Class A common shares (the "Shares") to be issued pursuant to the Executive Deferred Compensation and Stock Bonus Plan and the Directors Deferred Compensation and Stock Award Plan (collectively, the "Plans") originally adopted by Ingersoll-Rand Company.
For the purposes of giving this opinion, we have examined and relied on a copy of the Registration Statement, excluding the exhibits and schedules thereto unless specifically referred to herein.
We have also reviewed and have relied upon the memorandum of association and the bye-laws of the Company, unanimous written resolutions of the Company's board of directors effective October 15, 2001 and December 31, 2001 respectively (such resolutions referred to as the "Minutes"), correspondence on behalf of the Company with the Bermuda Monetary Authority whereby the Bermuda Monetary Authority has granted certain permissions, inter alia, for the issue (and subsequent transfer) of the Shares (subject to conditions expressed in such correspondence) and such other documents and made such enquiries as to questions of Bermuda law as we have deemed necessary in order to render the opinions set forth below.
We have assumed:
(a) the genuineness and authenticity of all signatures and the conformity to the originals of all copies (whether or not certified) of all documents examined by us and the authenticity and completeness of the originals from which such copies were taken;

(b) the accuracy and completeness of all factual representations made in the Registration Statement and other documents reviewed by us;
(c) that the resolutions contained in the Minutes remain in full force and effect and have not been rescinded or amended;
(d) that, by issuing the Shares pursuant to the Plans, the Company will receive money or moneys worth at least equal to the value of the Shares being issued and none of the Shares will be issued for less than par value;
(e) that there is no provision of the law of any jurisdiction, other than Bermuda, which would have any implication in relation to the opinions expressed herein;
(f) that the Plans are valid, binding and enforceable in accordance with their terms; and
(g) that the issue of the Shares pursuant to the Plans will comply at all times with the permissions obtained from the Bermuda Monetary Authority.
"Non-assessability" is not a legal concept under Bermuda law, but when we describe the Shares as being "non-assessable" herein we mean, subject to any contrary provision in any agreement between the Company and any one of its members holding any of the Shares (but only with respect to such member), that no further sums are payable with respect to the holding of such Shares and the member shall not be bound by an alteration in the memorandum of association or the bye-laws of the Company after the date upon which it became a member if and so far as the alteration requires such member to take or subscribe for additional Shares or in any way increases its liability to contribute to the share capital of, or otherwise pay money to, the Company.
We have made no investigation of and express no opinion in relation to the laws of any jurisdiction other than Bermuda. This opinion is to be governed by and construed in accordance with the laws of Bermuda and is limited to and is given on the basis of the current law and practice in Bermuda. This opinion is not to be relied upon in respect of any matter other than the issue of Shares, as described in the Registration Statement.
On the basis of, and subject to, the foregoing, we are of the opinion that upon issue of the Shares as contemplated by the Registration Statement and the Plans, and registration of the Shares (so issued) in the Company's Register of Members, such Shares will be legally issued and fully paid and non-assessable, and under Bermuda law no personal liability will attach to the holders of fully paid Shares solely by reason of their ownership thereof.
We hereby consent to the filing of this opinion as an Exhibit to the Registration Statement. In giving such consent, we do not thereby admit that we are acting within the category of persons whose consent is required under
Section 7 of the Act and the rules and regulations of the United States Securities and Exchange Commission thereunder.
Yours faithfully,

/s/ CONYERS DILL & PEARMAN
--------------------------
CONYERS DILL & PEARMAN	

CONSENT OF INDEPENDENT ACCOUNTANTS
We hereby consent to the incorporation by reference in this Registration Statement on Form S-8 of Ingersoll-Rand Company Limited of our report dated February 6, 2001 relating to the financial statements, which appears in the 2000 Annual Report to Shareholders of Ingersoll-Rand Company, which is incorporated by reference in its Annual Report on Form 10-K for the year ended December 31, 2000. We also consent to the incorporation by reference of our report dated February 6, 2001 relating to the financial statement schedule, which appears in such Annual Report on Form 10-K.

/s/ PRICEWATERHOUSECOOPERS LLP
---------------------------------
    PricewaterhouseCoopers LLP

Florham Park, NJ
January 2, 2002