VIA EDGAR AND FACSIMILE
May 5, 2008
Re: | Ingersoll-Rand Company Limited Registration Statement on Form S-4, Amendment No. 4 Filed May 5, 2008 File No. 333-149537 |
Securities and Exchange Commission
Division of Corporate Finance
100 F. Street, N.E.
Washington, D.C. 20549
Attention: Perry Hindin
Ladies and Gentlemen:
Pursuant to Rule 461 under the Securities Act of 1933, as amended, Ingersoll-Rand Company Limited (the “Registrant”) hereby requests acceleration of the effectiveness of the above-referenced Registration Statement on Form S-4, as amended by Amendment No. 1, Amendment No. 2, Amendment No. 3 and Amendment No. 4 thereto, so that it will become effective at 10:00 AM on May 7, 2008 or as soon thereafter as is practicable. The Registrant hereby acknowledges the following: (i) should the Securities and Exchange Commission (the “Commission”) or the staff of the Commission (the “Staff”), acting pursuant to delegated authority, declare this filing effective, it does not foreclose the Commission from taking any action with respect to the filing; (ii) the action of the Commission or the Staff, acting pursuant to delegated authority, in declaring the filing effective, does not relieve the Registrant from its full responsibility for the adequacy and accuracy of the disclosure in the filing; and (iii) the Registrant may not assert this action as a defense in any proceeding initiated by the Commission or any person under the federal securities laws of the United States.
Very truly yours,
INGERSOLL-RAND COMPANY LIMITED | ||||
By: | /s/ Patricia Nachtigal | |||
Name: | Patricia Nachtigal | |||
Title: | Senior Vice President and General Counsel |
cc: | Mario Ponce, Esq. Simpson Thacher & Bartlett LLP |
Eileen T. Nugent, Esq. |
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 |