43PZ Investec Bnk 24

RNS Number:7216L
Ingersoll-Rand Co
16 October 2001

Paul A. Dickard (Media Contact) 
(201)573-3120
Joe Fimbianti (Analyst Contact) 
(201)573-3113


                Ingersoll-Rand's Board of Directors Approves 
                 Change in Place of Incorporation to Bermuda

              -Proposed Change to Enhance Growth and Cash Flow-

WOODCLIFF LAKE, N.J., October 16, 2001 - Ingersoll-Rand Company (NYSE: IR), a 
leading diversified industrial firm, today announced that its board of directors
has approved a plan to change its place of incorporation from New Jersey to 
Bermuda. Under the plan, Ingersoll-Rand Company Limited, a newly formed Bermuda 
corporation, will become the parent company of Ingersoll-Rand Company. The 
proposal is subject to approval by IR shareholders.

"Incorporation in Bermuda will enable IR to realize a variety of business, 
financial and strategic benefits," said Herbert L. Henkel, chairman, president 
and chief executive officer. "Specifically, we will enhance our global 
competitive position; create a more favorable corporate structure for worldwide 
expansion of our current business; improve expected cash flow for use in 
investing in further earnings growth and in reducing the amount of our debt; 
reduce our worldwide effective tax rate; enable implementing our business 
strategy more effectively; and expand our investor base.

"We have been planning this change for nearly a year, and we look forward to 
quickly achieving the benefits of incorporation in Bermuda. Of note, the change 
will not affect the day-to-day operations of the company, and IR will continue 
to maintain its corporate headquarters in New Jersey."

A special meeting of shareholders of Ingersoll-Rand Company has been called to 
vote on the proposed plan. Notice of the special meeting, to be held in mid-
December, and a proxy statement/prospectus describing the change will be mailed 
to all Ingersoll-Rand Company shareholders. A registration statement for 
Ingersoll-Rand Company Limited and the proposed proxy statement/prospectus has 
been filed with the Securities and Exchange Commission (SEC) and is available at
the SEC'S Web site, www.sec.gov. When finalized, these documents will be 
available at the SEC'S Web site as well as Ingersoll-Rand's Web site. 
www.irco.com.

Upon completion, which is expected December 31, 2001, all shares of Ingersoll-
Rand common stock will automatically convert into shares of the Bermuda company,
Ingersoll-Rand Company Limited, and will essentially have the same attributes as
before the conversion. Ingersoll-Rand Company Limited shares will be listed on 
the New York Stock Exchange under the symbol IR, the same symbol under which the
company's stock currently trades.

IR will hold a conference call on Thursday, October 18, at 11:00 a.m., Eastern 
Standard Time, to discuss its third quarter earnings and the company's plan to 
change its place of incorporation. A real-time, listen-only webcast of the 
conference call will be broadcast live over the Internet. Individuals wishing to
listen can access the call through the company's website at www.irco.com. 
Listeners should go to the website at least 15 minutes before the live 
conference call to download presentation slides and install any necessary audio 
software. For those unable to listen to the live event, a replay will be 
available soon after the conference call on IR'S website or, by telephone 
beginning approximately at 3:00 p.m. EST on October 18, 2001, by dialing 
(719)457-0820, passcode 557807. The replay by telephone will be available until 
October 25, 2001.

                                    ###

This news release includes "forward-looking statements" that involve risks and 
uncertainties. Political, economic, climatic, currency, tax, regulatory, 
technological, competitive and other factors could cause actual results to 
differ materially from those anticipated in the forward-looking statements. 
Additional information regarding these risk factors and uncertainties is 
detailed from time to time in the company's SEC filings, including but not 
limited to its report on Form 10-Q for the three months ended June 30, 2001.

IR is a leading innovation and solutions provider for the major global markets 
of Security and Safety, Climate Control, Industrial Productivity and 
Infrastructure. The company's diverse product portfolio encompasses such leading
industrial and commercial brands as Schlage locks and security solutions; Thermo
King transport temperature control equipment; Hussmann commercial and retail 
refrigeration equipment; Bobcat compact equipment; Club Car golf cars and 
utility vehicles; Torrington bearings and components; PowerWorks microturbines; 
and Ingersoll-Rand industrial and construction equipment. In addition, IR offers
products and services under many more premium brands for customers in industrial
and commercial markets. Further information on IR can be found on the company's 
web site at www.irco.com.

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