Sec Form 4 Filing - HENKEL HERBERT L @ INGERSOLL RAND CO LTD - 2009-02-12

FORM 4 Check this box if no longer subject to Section 16. Form 4 or Form 5 obligations may continue. See Instruction 1(b).

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 STATEMENT OF CHANGES IN BENEFICIAL OWNERSHIP 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(h) of the Investment Company Act of 1940

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1. Name and Address of Reporting Person HENKEL HERBERT L 2. Issuer Name and Ticker or Trading Symbol INGERSOLL RAND CO LTD [ IR] 5. Relationship of Reporting Person(s) to Issuer (Check all applicable) X __ Director _____ 10% Owner X __ Officer (give title below) _____ Other (specify below) Chairman and CEO (Last) (First) (Middle) C/O INGERSOLL RAND COMPANY, 155 CHESTNUT RIDGE ROAD 3. Date of Earliest Transaction (MM/DD/YY) 02/12/2009 (Street) MONTVALE, NJ07645 4. If Amendment, Date Original Filed (MM/DD/YY) 6. Individual or Joint/Group Filing (Check Applicable Line) __ X __ Form filed by One Reporting Person _____ Form filed by More than One Reporting Person (City) (State) (Zip)

Table I - Non-Derivative Securities Acquired, Disposed of, or Beneficially Owned 1.Title of Security (Instr. 3) 2. Transaction Date (MM/DD/YY) 2A. Deemed Execution Date, if any (MM/DD/YY) 3. Transaction 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) Code V Amount (A) or (D) Price Class A Common Shares (Performance Shares) ( 1 ) 02/12/2009 A 55,200 A $ 0 55,200 D 2009-2010 Performance Share Units ( 2 ) 02/12/2009 A 222,618 A $ 0 222,618 D 2009-2011 Performance Share Units ( 3 ) 02/12/2009 A 222,618 A $ 0 222,618 D Class A Common Shares 6,000 D Class A Common Shares ( 4 ) 212,600 D Class A Common Shares (EDCP) ( 5 ) 216,209.7 D Class A Common Shares (EDCP II) ( 6 ) 156,338.13 D Class A Common Shares ( 7 ) 9,389.14 I By Plan Trustee

Table II - Derivative Securities Acquired, Disposed of, or Beneficially Owned ( e.g. , puts, calls, warrants, options, convertible securities) 1. Title of Derivative Security (Instr. 3) 2. Conversion or Exercise Price of Derivative Security 3. Transaction Date (MM/DD/YY) 3A. Deemed Execution Date, if any (MM/DD/YY) 4. Transaction 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/YY) 7. Title and Amount of Underlying Securities (Instr. 3 and 4) 8. Price of Derivative Security (Instr. 5) 9. Number of Derivative Securities Beneficially Owned Following Reported Transaction(s) (Instr. 4) 10. Ownership Form of Derivative Security: Direct (D) or Indirect (I) (Instr. 4) 11. Nature of Indirect Beneficial Ownership (Instr. 4) Code V (A) (D) Date Exercisable Expiration Date Title Amount or Number of Shares Stock Option (right to buy) $ 16.85 02/12/2009 A 425,000 ( 8 ) 02/11/2019 Class A Common Shares 425,000 $ 0 425,000 D

Reporting Owners Reporting Owner Name / Address Relationships Director 10% Owner Officer Other HENKEL HERBERT L C/O INGERSOLL RAND COMPANY 155 CHESTNUT RIDGE ROAD MONTVALE, NJ07645 X Chairman and CEO Signatures By: /s/ Barbara A. Santoro - Attorney-in-Fact 02/17/2009 Signature of Reporting Person Date

Explanation of Responses:

( 1 )These shares were granted under the Ingersoll-Rand Performance Share Program and vest one year from the date of grant. ( 2 )Represents target number of performance shares. The actual number of shares to be issued, which could range from 0 to two times the initial target amount, will depend upon, among other things, the issuer's financial performance during the relevant performance period relative to S&P 500 Industrial Index. The shares, if any, will be issued in February 2011. ( 3 )Represents target number of performance shares. The actual number of shares to be issued, which could range from 0 to two times the initial target amount, will depend upon, among other things, the issuer's financial performance during the relevant performance period relative to S&P 500 Industrial Index. The shares, if any, will be issued in February 2012. ( 4 )Deferred distribution of stock grants awarded under the Company's Incentive Stock Plan. Awards include tax withholding rights. ( 5 )Represents units acquired under the IR Executive Deferred Compensation Plan (the "EDCP"), which are subject to the vesting provisions of the EDCP. The units are to be converted on a one-for-one basis and settled in Class A common shares upon the reporting person's termination of employment with the issuer, or earlier or later upon certain elections. ( 6 )Represents units acquired under the IR Executive Deferred Compensation Plan II (the "EDCP II"), which are subject to the vesting provisions of the EDCP II. The units are to be converted on a one-for-one basis and settled in Class A common shares upon the reporting person's termination of employment with the issuer, or earlier or later upon certain elections. ( 7 )Latest available information provided by the trustee of the Ingersoll-Rand Employee Savings Plan. ( 8 )The options vest in three equal annual installments beginning on February 12, 2010.

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