SecProbe.io

Mail Stop 6010

 January 19, 2007

Tyco International Ltd.
c/o John S. Jenkins, Jr.
Vice President and Corporate Secretary
Tyco International (US), Inc.
9 Roszel Road
Princeton, New Jersey  08540

Re: Tyco International Ltd.
 Preliminary Proxy Statement on Schedule 14A
Filed January 12, 2007
 File No. 001-13836

Dear Mr. Jenkins:

We have limited our review of your filing to those issues we have addressed in
our comments.  Where indicated, we think you should revise your document in response
to these comments.  If you disagree, we w ill consider your explanation as to why our
comment is inapplicable or a revision is unneces sary.  Please be as detailed as necessary
in your explanation.  In some of our comme nts, we may ask you to provide us with
information so we may better understand your  disclosure.  After reviewing this
information, we may raise additional comments.

Please understand that the purpose of our re view process is to assist you in your
compliance with the applicable disclosure requirements and to enhance the overall
disclosure in your filing.  We look forward to  working with you in these respects.  We
welcome any questions you may have about our comments or any other aspect of our review.  Feel free to call us at the telephone numbers listed at the end of this letter.

General

1. We note that on January 19, 2007 you filed a definitive proxy statement relating
to matters that shareholders will cons ider on the same date and at the same
location that shareholders will consider th e matters that are the subject of this
preliminary proxy statement.  We also not e that both sets of proxy material refer
to the same record date.  Please:
• provide us with your analysis as to  whether the two Sc hedule 14As that you
have filed can appropriately be considered  to relate to separate meetings under

Tyco International Ltd.
January 19, 2007
Page 2
the laws of the jurisdiction in which you are incorporated and under Exchange
Act Rule 14a-6; cite with specifi city all authority on which you rely;
• tell us whether you are sending separate  proxy statements and proxy cards for
the matters addressed in the separate Schedule 14As;
• tell us whether the proxy material in th e separate Schedule 14As will be sent
to shareholders in different envelopes.   If you are using different envelopes,
please tell us how you have ensured that  both record holders and beneficial
owners of your stock will receive the separate proxy material in separate
envelopes; and
• tell us how you have ensured that any use of separate proxy material will not
be misleading to shareholders.

Also, please disclose:
• the existence of the separate meetings on the same date;
• the reasons for having separate meetings;
• the existence of a separate proxy st atement and proxy card addressing other
issues that shareholders will consider on the same date;
• the need for shareholders to return sepa rate proxy cards to vote on all issues
that you are submitting to shareholders on the same date; and
• whether shareholders can return the se parate proxy cards in one envelope.

2. Please tell us why your proxy statement doe s not include the information required
by Item 403 of Regulation S-K.  Refer to Item 6(d) of Schedule 14A.

Proposal Number One, page 5

3. We note your disclosure that "[t]he Board of Directors believes  that it is in the
best interests of Tyco and [its] sharehol ders to reduce the number of issued and
outstanding shares through a reverse stoc k split executed in connection with the
Company's previously announced plan to se parate into three public companies."
Since it does not appear that your sharehol ders will have a separate opportunity to
vote on the anticipated separation, it is unclear why you did not include in this proxy statement all disclosure that Schedule 14A requires regarding the separation.  Refer to Note A to Schedul e 14A.  Please provide us with your
analysis to support your conclusion regarding why such disclosure is not required; cite with specificity all authority on which you rely.

4. Please expand your disclosure to include the reasons why the board of directors
believes that it is in the best interests of  Tyco and its shareholders to reduce the
number of issued and outstanding shares through a reverse stock split to be

Tyco International Ltd.
January 19, 2007
Page 3
executed in connection with the plan to separate into three public companies.  Include in your disclosure  how the board determined the size of the split to
implement in connection with the separation.  Ensure that your disclosure presents
a balanced analysis of the material positive and negative considerations of the proposed action.

5. We note your disclosure that the board of directors "intends to implement a
reverse stock split only if and when it believes that it would optimize the long-term value of our common stock and woul d have the least impact on their short-
term value."  Please clarify what you mean by this statement, and discuss the factors that your board of directors w ill consider when actually determining
whether to implement the reverse stock sp lit.  Please indicate whether there are
any circumstances under which the board of directors would (1) implement the reverse stock split if it no longer intends  to separate Tyco into three public
companies, or (2) complete the separation without implementing the reverse split.
Clarify the length of time planned be tween the separation and the split.

6. In the first paragraph you disclose that the board must implement any split before September 28, 2007.  In the fourth paragraph you disclose that the board must implement any split before June 1, 2007.  Please reconcile.

* * * * *

As appropriate, please revise your pr oxy statement in response to these
comments.  You may wish to provide us with marked copies of the amendment to expedite our review.  Please furnish a cove r letter with your amendment that keys your
responses to our comments and provides any requested information.  Detailed cover
letters greatly facilitate our review.  Please understand that we may have additional comments after reviewing your amendmen t and responses to our comments.

We urge all persons who are responsible for the accuracy and adequacy of the
disclosure in the filing to be certain that the filing includes all in formation required under
the Securities Exchange Act of 1934 and th at they have provided all information
investors require for an informed invest ment decision.  Since the company and its
management are in possession of all facts re lating to a company’s disclosure, they are
responsible for the accuracy and adequacy  of the disclosures they have made.

In connection with responding to our comments, please provide, in writing, a
statement from the company acknowledging that:
• the company is responsible for the adequacy  and accuracy of the disclosure in the
filing;
• staff comments or changes to disclosure  in response to staff comments do not
foreclose the Commission from taking any action with respect to the filing; and

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January 19, 2007
Page 4
• the company may not assert staff comme nts as a defense in any proceeding
initiated by the Commission or any person under the federal secu rities laws of the
United States.

In addition, please be advise d that the Division of Enfo rcement has access to all
information you provide to the staff of the Divi sion of Corporation Fi nance in our review
of your filing or in response to our comments on your filing.

You may contact Tim Buchmiller at ( 202) 551-3635 or me at (202) 551-3617
with any other questions.

 Sincerely,

 Russell Mancuso
 Branch Chief