May 5, 2008
VIA EDGAR AND FEDERAL EXPRESS
Securities and Exchange Commission
Division of Corporation Finance
100 F Street, N.E.
Washington, D.C. 20549
Attention: Perry Hindin
Re: | Ingersoll-Rand Company Limited |
Registration Statement on Form S-4, Amendment No. 3
Filed May 2, 2008
File No. 333-149537
Ladies and Gentlemen:
In response to conversations with the Staff, we propose adding the following sentences at the end of the first paragraph of the sections entitled “Summary—Merger Consideration” and “The Merger Agreement —Merger Consideration” on pages 8 and 72, respectively, of the above-referenced Registration Statement of Ingersoll Rand:
In order for Ingersoll Rand to validly issue fully paid Ingersoll Rand Class A common shares in the merger, the Ingersoll Rand board must determine that the value of each share of Trane common stock exchanged in the merger is at least equal to the per share cash consideration and the par value ($1 per share) of the fractional Ingersoll Rand Class A common shares to be exchanged therefor in the merger. The Ingersoll Rand Board has made such determination.
Please call Mario Ponce (212-455-3442) of this firm with any questions you may have regarding this filing or if you wish to discuss the above responses.
Very truly yours,
/s/ Mario Ponce
Mario Ponce
cc: | Patricia Nachtigal, Esq. |
Ingersoll-Rand Company Limited
Securities and Exchange Commission
Attention: Mr. Perry Hindin, Esq.
Page 2 of 2
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Skadden, Arps, Slate, Meagher & Flom LLP
Thomas W. Greenberg, Esq.
Skadden, Arps, Slate, Meagher & Flom LLP
Joseph McCann
Securities and Exchange Commission
Angela Crane
Securities and Exchange Commission
Kevin Kuhar
Securities and Exchange Commission