Form 10 k (Mark One) X annual report pursuant to section 13 or 15(d) of the securities exchange act of 1934 For the fiscal year ended December 31, 2004

APPENDIX A

Unless otherwise specified in another Appendix attached hereto, the sum of the following shall be used for purposes of Section 3.1(b) of the Program:

                (a)                 All employer-paid benefits under any qualified defined benefit plan (as defined in Section 414(j) of the Internal Revenue
                                     Code of 1986, as amended) and associated supplemental plans sponsored by the Company.  For purposes of this
                                     Paragraph (a), the amount of any pension payable under the Clark Equipment Company Retirement Program for Salaried
                                     Employees shall be determined without reduction by the lifetime pension equivalent of the Employee's vested interest in his
                                     PPOA Account (as such term is defined in the I-R/Clark Leveraged Employee Stock Ownership Plan).

                                    For purposes of determining the benefit under Section 3.1 of the Program, the Employee's benefit, if any, under any

                                    qualified defined benefit plan and associated supplemental plans described in the previous paragraph, shall be determined
                                    as a lump sum at the date of determination.

                (b)               The Social Security Primary Insurance Amount (as defined below) estimated at age 65, multiplied by a fraction, the

                                    numerator of which is his Years of Service (up to a maximum of 35 Years of Service), and the denominator of which is 35.

                                    For purposes of the Program, "Social Security Primary Insurance Amount" means the amount of the Employee's annual

                                    primary old age insurance determined under the Social Security Act in effect at the date of determination and payable in
                                    accordance with (i) or (ii) below.

                                                (i)    For benefits determined on or after age 65, payable for the year following his date of retirement or death.

                                                (ii)    For benefits determined before the Employee attains age 65, payable for the year following his retirement or
                                                        death (or which would be payable when he first would have become eligible if he were then unemployed),
                                                        assuming he will not receive after retirement (or death) any income that would be treated as wages for
                                                        purposes of the Social Security Act.

                                For purposes of determining the Social Security Benefit under paragraphs (i) and (ii) above, an Employee's covered earnings

                                under said Act for each calendar year preceding the Employee's first full calendar year of employment shall be determined by
                                multiplying his covered earnings subsequent to the year being determined by the ratio of the average per worker total wages
                                as reported by the Social Security Administration for the calendar year being determined to such average for the calendar year
                                subsequent to the year being determined.

                                The "Social Security Primary Insurance Amount" determined above shall be converted to a lump sum using the factor

                                determined under Section 3.1(a)(iv).

                    (c)        An Employee's accrued benefit under any qualified defined benefit pension plan (as defined in Section 414(j) of the Internal

                                Revenue Code of 1986, as amended) and any nonqualified pension plan with respect to any business that was acquired by the
                                Company ("Acquired Business"), (each such pension plan shall be referred to in this Paragraph (c) as a "Former Plan"), shall
                                be used for purposes of Section 3.1(b) of the Program if the Employee:

                                        (i)    was an employee of the Acquired Business on the date it was acquired by the Company,

                                        (ii)    became an employee of the Company as a result of the acquisition of the Acquired Business, and

                                        (iii)    was granted vesting service under any qualified defined benefit pension plan (as defined in Section 414(j) of the

                                                 Internal Revenue Code of 1986, as amended) sponsored by the Company, any domestic entity in which the
                                                 Company owns (directly or indirectly) a 50% or more interest, and any other entity designated by the Company
                                                 for service performed while an employee of the Acquired Business.

                                 The Employee's accrued benefit under the Former Plan shall be determined as a life annuity payable as of the date of

                                 determination, using the Former Plan's early retirement factors, if applicable, and converted to a lump sum using the factor
                                 determined under Section 3.1(a)(iv).

                                 Notwithstanding anything to the contrary in this Paragraph (c), if the Committee determines that the accrued benefit under a

                                 Former Plan cannot reasonably be calculated due to lack of information about the Former Plan or otherwise, the provisions
                                 of this Paragraph (c) shall not apply with respect to such Former Plan.

Exhibit 10.29

 

FOURTH AMENDMENT

TO THE
IR EXECUTIVE DEFERRED COMPENSATION PLAN

            WHEREAS, Ingersoll-Rand Company (the "Company") maintains the IR Executive Deferred Compensation Plan (the "Plan") which was

             originally effective on January 1, 1997; and

            WHEREAS, the Company reserved the right to amend the Plan in accordance with Section 9.1 thereof, and

            WHEREAS, the Company, acting through its Compensation Committee, desires to amend the Plan:

            NOW, THEREFORE, the Plan is hereby amended as set forth below:

1.         Effective January 1, 2002, Section 2.2 is hereby amended to read as follows:

           "2.2            "Administrative Committee" shall mean the committee appointed by the Chief Executive Officer of the Company which will

             administer the Plan in accordance with the duties delegated to it by the Compensation Committee or as set forth herein."

2.        Effective January 1, 2001, Section 2.6 is hereby amended to read as follows:

           "2.6            "Cash Incentive Compensation Award" means any of the Participant's annual cash incentive compensation awards."

3.        Effective January 1, 2002, Section 2.9 is hereby amended to read as follows:

          "2.9            "Compensation Committee" means the Compensation and Nominating Committee of the Board of Directors of Ingersoll-
            Rand Company Limited."

4.        Effective May 1, 2002, Section 2.9 is hereby amended to read as follows:

           "2.9            "Compensation Committee" means the Compensation Committee of the Board of Directors of Ingersoll-Rand Company
             Limited."

5.        Effective May 29, 2003, Section 2.11 is hereby amended to read as follows:

           "2.11            "Deferral Amount" means the amount of a Participant's Cash Incentive Compensation Award, Base Salary and Dividends
             on Stock Grants actually deferred under the Plan by the Participant pursuant to Section 4 for any one Plan Year.  Effective May 29, 2003,
             Deferral Amount shall also mean, with respect to a Participant who participates in the Ingersoll-Rand Company Elected Officers
             Supplemental Program or the Ingersoll-Rand Company Supplemental Key Management Plan, the amount that would be payable to the
             Participant under the Ingersoll-Rand Company Elected Officers Supplemental Program, Ingersoll-Rand Company Supplemental Key
             Management Plan, Ingersoll-Rand Company Supplemental Employee Savings Plan and/or the Ingersoll-Rand Company Supplemental
             Pension Plan but for the Participant's deferral under Section 4 of the Plan and the applicable provisions of the Ingersoll-Rand Company
             Supplemental Employee Savings Plan and/or the Ingersoll-Rand Company SupplementalPension Plan."

6.        Effective January 1, 2004,Section 2.29 is hereby amended to read as follows:

           " 2.29             "Supplemental Contribution" means an additional amount to be credited to a Participant's Supplemental Contribution
            Account equal to twenty percent (20%) of the Participant's Cash Incentive Compensation Award that is deferred under Section 6.1 of the
            Plan for a Plan Year by the Participant and is, at the time of making the deferral election, elected to be invested in the Participant's IR Stock
            Account.  Supplemental Contributions shall be available and credited only to Participants whose job category indicates specified ownership
            guidelines as determined by the Compensation Committee in its sole and absolute discretion.

            Notwithstanding any other provision of the Plan to the contrary, to the extent a Participant elects to change his deemed investment from the

            IR Stock Account to any one or more investment options provided under the Plan with respect to all or any portion of a Cash Incentive
            Compensation Award for which the Participant was credited with a Supplemental Contribution before the related Supplemental
            Contribution is vested, such Supplemental Contribution and any related earnings shall be forfeited."

7.        Effective January 1, 2004, Section 6.2 is hereby amended to read as follows:

          " 6.2             Supplemental Contribution Accounts .  The Administrative Committee shall establish and maintain a separate Supplemental
           Contribution Account for each Plan Year for each Participant who receives a Supplemental Contribution for such Plan Year.  All
           Supplemental Contributions shall be credited to the Participant's Supplemental Contribution Account on the same date that the Participant's
           Deferral Amount applicable to a Cash Incentive Compensation Award for which the Supplemental Contribution is being made is credited to
           the Participant's Deferral Account pursuant to Section 6.1.  All of a Participant's Supplemental Contributions shall be deemed to be invested
           in, and shall remain deemed to be invested in, IR Stock in the Participant's Supplemental Contribution Account until the Participant
           completes an Election Form to the effect that all or a portion of the Participant's vested Supplemental Contribution Account will be deemed
           to be invested in one or more of the investment options under the Investment Option Subaccounts or until such amounts are distributed in
           cash from the Plan.

           All Supplemental Contributions shall initially be credited to a Participant's Supplemental Contribution Account in units or fractional units of

           IR Stock.  The value of each unit shall be determined each business day and shall equal the closing price of one share of IR Stock on the
           New York Stock Exchange-Composite Tape.  On each date that Supplemental Contributions are credited to a Participant's Supplemental
           Contribution Account, the number of units to be credited shall be determined by dividing the number of units by the value of a unit on such
           date.

          Dividends paid on IR Stock shall be reflected in a Participant's Supplemental Contribution Account by the crediting of additional units or

          fractional units.  Such additional units or fractional units shall equal the value of the dividends based upon the closing price of one share of IR
          Stock on the New York Stock Exchange-Composite Tape on the date such dividends are paid.

          To the extent a Participant completes an Election Form to make a deemed investment in one or more of the investment options under the

          Investment Option Subaccounts, a Participant's vested Supplemental Contribution Account shall be credited as follows:

        (a)     On the day a Participant makes a deemed investment election in one of the Investment Option Subaccounts, the Administrative

                 Committee shall credit the Investment Option Subaccounts of the Participant's Supplemental Contribution Account with an amount in
                 accordance with the Participant's Election Form; that is, the portion of the Participant's Supplemental Contribution Account that the
                 Participant has elected to be deemed to be invested in a certain type of investment option shall be credited to the Investment Option
                 Subaccount corresponding to that investment option.

        (b)    Each business day, each Investment Option Subaccount of a Participant's Supplemental Contribution Account shall be adjusted

                 for earnings or losses in an amount equal to that determined by multiplying the balance credited to such Investment Option Subaccount
                 as of the prior day plus contributions credited that day to the Investment Option Subaccount by the Return for the corresponding
                 investment option."

8.             Effective September 20, 2004Section 10.10 is hereby amended to read as follows:

                "10.10            Notice .  Any notice or filing required or permitted to be given to the Administrative Committee shall be sufficient if in
                  writing and hand delivered, or sent by registered or certified mail, to the Company at 155 Chestnut Ridge Road, Montvale, NJ 07645,
                  directed to the attention of the Senior Vice President, Human Resources. Such notice shall be deemed given as of the date of delivery
                  or, if delivery is made by mail, as of the date shown on the postmark on the receipt for registration or certification. Any notice to the
                  Participant shall be addressed to the Participant at the Participant's residence address as maintained in the Company's records. Any
                  party may change the address for such party here set forth by giving notice of such change to the other parties pursuant to this Section."

9.           Except as specifically set forth herein, all other terms of the Plan shall remain in full force and effect and are hereby ratified in all respects.

              IN WITNESS WHEREOF , the Company has caused this amendment to be executed by its duly authorized representative on this
             10 ^th day of March, 2005.

                                                                                                                                     INGERSOLL-RAND COMPANY

                                                                                                                                     By: /s/ Timothy McLevish_____________________
                                                                                                                                            Timothy McLevish
                                                                                                                                            Senior Vice President and Chief Financial Officer

 

Exhibit 10.31

 

FIRST AMENDMENT
TO THE
IR EXECUTIVE DEFERRED COMPENSATION PLAN II

            WHEREAS, Ingersoll-Rand Company (the "Company") maintains the IR Executive Deferred Compensation Plan II (the "Plan") which

             was originally effective on January 1, 2005; and

            WHEREAS, the Company reserved the right to amend the Plan in accordance with Section 9.1 thereof, and

            WHEREAS, the Company, acting through its Compensation Committee, desires to amend the Plan:

            NOW, THEREFORE, the Plan is hereby amended as set forth below:

1.         Effective January 1, 2002, Section 2.2 is hereby amended to read as follows:

            "2.2            "Administrative Committee" shall mean the committee appointed by the Chief Executive Officer of the Company which

              will administer the Plan in accordance with the duties delegated to it by the Compensation Committee or as set forth herein."

2.         Effective January 1, 2001, Section 2.6 is hereby amended to read as follows:

            "2.6            "Cash Incentive Compensation Award" means any of the Participant's annual cash incentive compensation awards."

3.         Effective January 1, 2002, Section 2.9 is hereby amended to read as follows:

           "2.9            "Compensation Committee" means the Compensation and Nominating Committee of the Board of Directors of Ingersoll-
            Rand Company Limited."

4.        Effective May 1, 2002, Section 2.9 is hereby amended to read as follows:

          "2.9            "Compensation Committee" means the Compensation Committee of the Board of Directors of Ingersoll-Rand Company
            Limited."

5.       Effective May 29, 2003, Section 2.11 is hereby amended to read as follows:

          "2.11            "Deferral Amount" means the amount of a Participant's Cash Incentive Compensation Award, Base Salary and Dividends
           on Stock Grants actually deferred under the Plan by the Participant pursuant to Section 4 for any one Plan Year.  Effective May 29, 2003,
           Deferral Amount shall also mean, with respect to a Participant who participates in the Ingersoll-Rand Company Elected Officers
           Supplemental Program or the Ingersoll-Rand Company Supplemental Key Management Plan, the amount that would be payable to the
           Participant under the Ingersoll-Rand Company Elected Officers Supplemental Program, Ingersoll-Rand Company Supplemental Key
           Management Plan, Ingersoll-Rand Company Supplemental Employee Savings Plan and/or the Ingersoll-Rand Company Supplemental
           Pension Plan but for the Participant's deferral under Section 4 of the Plan and the applicable provisions of the Ingersoll-Rand Company
           Supplemental Employee Savings Plan and/or the Ingersoll-Rand Company SupplementalPension Plan."

6.     Effective January 1, 2004,Section 2.29 is hereby amended to read as follows:

        " 2.29             "Supplemental Contribution" means an additional amount to be credited to a Participant's Supplemental Contribution
         Account equal to twenty percent (20%) of the Participant's Cash Incentive Compensation Award that is deferred under Section 6.1 of the
         Plan for a Plan Year by the Participant and is, at the time of making the deferral election, elected to be invested in the Participant's IR Stock
         Account.  Supplemental Contributions shall be available and credited only to Participants whose job category indicates specified ownership
         guidelines as determined by the Compensation Committee in its sole and absolute discretion.

        Notwithstanding any other provision of the Plan to the contrary, to the extent a Participant elects to change his deemed investment from the IR

        Stock Account to any one or more investment options provided under the Plan with respect to all or any portion of a Cash Incentive
        Compensation Award for which the Participant was credited with a Supplemental Contribution before the related Supplemental Contribution
         is vested, such Supplemental Contribution and any related earnings shall be forfeited."

7.    Effective January 1, 2004, Section 6.2 is hereby amended to read as follows:

       " 6.2             Supplemental Contribution Accounts .  The Administrative Committee shall establish and maintain a separate Supplemental
        Contribution Account for each Plan Year for each Participant who receives a Supplemental Contribution for such Plan Year.  All
        Supplemental Contributions shall be credited to the Participant's Supplemental Contribution Account on the same date that the Participant's
        Deferral Amount applicable to a Cash Incentive Compensation Award for which the Supplemental Contribution is being made is credited to
        the Participant's Deferral Account pursuant to Section 6.1.  All of a Participant's Supplemental Contributions shall be deemed to be invested
        in, and shall remain deemed to be invested in, IR Stock in the Participant's Supplemental Contribution Account until the Participant completes
        an Election Form to the effect that all or a portion of the Participant's vested Supplemental Contribution Account will be deemed to be
        invested in one or more of the investment options under the Investment Option Subaccounts or until such amounts are distributed in cash from
        the Plan.

        All Supplemental Contributions shall initially be credited to a Participant's Supplemental Contribution Account in units or fractional units of IR

        Stock.  The value of each unit shall be determined each business day and shall equal the closing price of one share of IR Stock on the New
        York Stock Exchange-Composite Tape.  On each date that Supplemental Contributions are credited to a Participant's Supplemental
        Contribution Account, the number of units to be credited shall be determined by dividing the number of units by the value of a unit on such
        date.

        Dividends paid on IR Stock shall be reflected in a Participant's Supplemental Contribution Account by the crediting of additional units or

        fractional units.  Such additional units or fractional units shall equal the value of the dividends based upon the closing price of one share of IR
        Stock on the New York Stock Exchange-Composite Tape on the date such dividends are paid.

        To the extent a Participant completes an Election Form to make a deemed investment in one or more of the investment options under the

        Investment Option Subaccounts, a Participant's vested Supplemental Contribution Account shall be credited as follows:

        (a)    On the day a Participant makes a deemed investment election in one of the Investment Option Subaccounts, the Administrative

                Committee shall credit the Investment Option Subaccounts of the Participant's Supplemental Contribution Account with an amount in
                accordance with the Participant's Election Form; that is, the portion of the Participant's Supplemental Contribution Account that the
                Participant has elected to be deemed to be invested in a certain type of investment option shall be credited to the Investment Option
                Subaccount corresponding to that investment option.

        (b)   Each business day, each Investment Option Subaccount of a Participant's Supplemental Contribution Account shall be adjusted for

                earnings or losses in an amount equal to that determined by multiplying the balance credited to such Investment Option Subaccount as of
                the prior day plus contributions credited that day to the Investment Option Subaccount by the Return for the corresponding investment
                option."

8.      Effective September 20, 2004Section 10.10 is hereby amended to read as follows:

         "10.10            Notice .  Any notice or filing required or permitted to be given to the Administrative Committee shall be sufficient if in writing
           and hand delivered, or sent by registered or certified mail, to the Company at 155 Chestnut Ridge Road, Montvale, NJ 07645, directed to
           the attention of the Senior Vice President, Human Resources. Such notice shall be deemed given as of the date of delivery or, if delivery is
           made by mail, as of the date shown on the postmark on the receipt for registration or certification. Any notice to the Participant shall be
           addressed to the Participant at the Participant's residence address as maintained in the Company's records. Any party may change the
           address for such party here set forth by giving notice of such change to the other parties pursuant to this Section."

9.     Except as specifically set forth herein, all other terms of the Plan shall remain in full force and effect and are hereby ratified in all respects.

        IN WITNESS WHEREOF , the Company has caused this amendment to be executed by its duly authorized representative on this 10 ^th day
        of March, 2005.

                                                                                                                                INGERSOLL-RAND COMPANY

                                                                                                                           

                                                                                                                               By: /s/ Timothy McLevish_ _______________________

                                                                                                                                      Timothy McLevish
                                                                                                                                      Senior Vice President and Chief Financial Officer

 

                 Earnings from continuing operations before cumulative

													Exhibit 12
INGERSOLL-RAND COMPANY LIMITED
COMPUTATIONS OF RATIOS OF EARNINGS TO FIXED CHARGES
(Dollar Amounts in Millions)
				Years Ended December 31,
				2004		2003		2002		2001		2000
	Fixed Charges
			Interest expense	$153.1		$175.6		$228.0		$247.5		$220.3
			Amortization of debt discount and expense	2.2		2.9		7.3		7.4		6.1
			Rentals (one-third of rentals)	20.9		21.4		22.1		28.5		20.5
			Capitalized interest	2.2		3.1		2.8		3.2		3.6
			Equity-linked security charges	0.0		0.0		0.0		8.3		25.6
	Total fixed charges			$178.4		$203.0		$260.2		$294.9		$276.1
width="169"Earnings from continuing operations before cumulative
effect of change in accounting principle				$829.8		$532.8		$322.4		$149.9		$398.7
Add:			Minority income of majority-
			owned subsidiaries	16.0		14.9		15.5		20.7		39.8
			Taxes on income from continuing operations	138.4		75.3		(7.9)		(65.4)		214.8
			Fixed charges	178.4		203.0		260.2		294.9		276.1
Less:			Capitalized interest	2.2		3.1		2.8		3.2		3.6
			Undistributed earnings (losses) from
			less than 50% owned affiliates	5.7		(2.1)		(0.1)		0.2		0.1
Earnings available for fixed charges				$1,154.7		$825.0		$587.5		$396.7		$925.7
Ratio of earnings to fixed charges				6.47		4.06		2.26		1.35		3.35
Undistributed earnings (losses) from less
than 50% owned affiliates:
			Equity in earnings (losses)	$5.7		($1.8)		$0.6		$0.9		$1.0
Less:			Amounts Distributed	0.0		0.3		0.7		0.7		0.9
			Undistributed earnings (losses) from
			less than 50% owned affiliates	$5.7		($2.1)		($0.1)		$0.2		$0.1
All amounts have been restated to reflect a reclassification of discontinued operations