Amended Quarterly Report


     
UNITED STATES SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549

FORM 10-Q/A

[ X ] QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15 (d) OF THE
SECURITIES EXCHANGE ACT OF 1934
For the quarterly period ended September 30, 2002

or

[ ] TRANSITION REPORT PURSUANT TO SECTION 13 OR 15 (d) OF THE
SECURITIES EXCHANGE ACT OF 1934
For the transition period from __________ to __________

Commission File Number 1-985

INGERSOLL-RAND COMPANY LIMITED
(Exact name of registrant as specified in its charter)

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

                        Clarendon House
                        2 Church Street

Hamilton HM 11, Bermuda
(Address of principal executive offices)

(441) 295-2838
(Registrant's telephone number, including area code)

INGERSOLL-RAND COMPANY LIMITED

EXPLANATORY NOTE

This Form 10-Q/A is being filed for the sole purpose of submitting two exhibits that were listed in the Exhibit Index to the Registrant's Quarterly Report on Form 10-Q for the period ending September 30, 2002. The listed exhibits were not attached to the original Form 10-Q submission. No revisions have been made to the Registrant's financial statements or any other disclosure contained in the Quarterly Report.

SIGNATURES

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.

INGERSOLL-RAND COMPANY LIMITED
(Registrant)


Date: November 14, 2002   /s/ Richard W. Randall
                                  Richard W. Randall
                          Vice President & Controller


(Exhibits included with this Form 10-Q/A filing were listed in the Exhibit Index for the original Form 10-Q filing, but the Exhibits were not attached to the original submission.)

Exhibit No.                         Description
99.1                                Certification of Chief
                                    Executive Officer Pursuant to
                                    18 U.S.C. Section 1350, as
                                    Adopted Pursuant to Section
                                    906 of the Sarbanes-Oxley Act
                                    of 2002.

99.2
                                    Certification of Chief
                                    Financial Officer Pursuant to
                                    18 U.S.C. Section 1350, as
                                    Adopted Pursuant to Section
                                    906 of the Sarbanes-Oxley Act
                                    of 2002.

 


 
EXHIBIT 99.1

CERTIFICATION PURSUANT TO
18 U.S.C. SECTION 1350,
AS ADOPTED PURSUANT TO
SECTION 906 OF THE SARBANES-OXLEY ACT OF 2002

In connection with the Quarterly Report of Ingersoll-Rand Company Limited (the "Company") on Form 10-Q for the quarterly period ended September 30, 2002 as filed with the Securities and Exchange Commission on the date hereof (the "Report"), I, Herbert L. Henkel, Chief Executive Officer of the Company, certify, pursuant to 18 U.S.C. 1350, as adopted pursuant to 906 of the Sarbanes-Oxley Act of 2002, that:

(i) the Report fully complies with the requirements of section
13(a) or 15(d) of the Securities Exchange Act of 1934; and

(ii) information contained in the Report fairly presents, in all material respects, the financial condition and results of operations of the Company.


/s/ Herbert L. Henkel
Herbert L. Henkel
Chief Executive Officer
November 14, 2002


 


 
EXHIBIT 99.2

CERTIFICATION PURSUANT TO
18 U.S.C. SECTION 1350,
AS ADOPTED PURSUANT TO
SECTION 906 OF THE SARBANES-OXLEY ACT OF 2002

In connection with the Quarterly Report of Ingersoll-Rand Company Limited (the "Company") on Form 10-Q for the quarterly period ended September 30, 2002 as filed with the Securities and Exchange Commission on the date hereof (the "Report"), I, Timothy R. McLevish, Chief Financial Officer of the Company, certify, pursuant to 18 U.S.C. 1350, as adopted pursuant to 906 of the Sarbanes-Oxley Act of 2002, that:

(i) the Report fully complies with the requirements of section
13(a) or 15(d) of the Securities Exchange Act of 1934; and

(ii) information contained in the Report fairly presents, in all material respects, the financial condition and results of operations of the Company.


/s/ Timothy R. McLevish
Timothy R. McLevish
Chief Financial Officer
November 14, 2002