SIMPSON THACHER & BARTLETT
425 LEXINGTON AVENUE
NEW YORK, N.Y. 10017-3954
(212) 455-2000
--------
FACSIMILE (212) 455-2502
DIRECT DIAL NUMBER E-MAIL ADDRESS
212-455-2675 JTEHAN@STBLAW.COM
Via EDGAR June 4, 2002
- ---------
Re: Application for Withdrawal of Registration Statement:
Ingersoll-Rand Company
Registration Statement No. 333-88582
United States Securities and Exchange Commission
450 Fifth Street, N.W.
Washington, D.C. 20549
Attention: Mr. Howard Baik
Ladies and Gentlemen:
On behalf of Ingersoll-Rand Company, a New Jersey corporation (the
"Registrant"), we request pursuant to Rule 477(a) of the Securities Act of
1933, as amended (the "Act"), that the Securities and Exchange Commission (the
"Commission") consent to the withdrawal of the Registrant's Registration
Statement, which previously was filed with the Commission on May 17, 2002 on
Form S-3 under the Act and the Trust Indenture Act of 1939, as amended
(Registration No. 333-88582) along with any exhibits filed thereto
("Registration Statement"). We incurred technical problems during the initial
filing which resulted in the Registration Statement being given an improper
Registration Number and were advised to withdraw the Registration Statement
in order to correct the problem.
No securities have been sold in connection with the Registration
Statement. The Registration Statement has not been declared effective by the
Commission.
Please direct any questions or comments regarding this filing to the
undersigned at (212) 455-2675.
Very truly yours,
/s/ John B. Tehan
---------------------
John B. Tehan
London Hong Kong Tokyo Singapore Los Angeles Palo Alto