SecProbe.io

Mail Stop 6010

 January 26, 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.
 Correspondence regarding Preliminary Proxy Statement
 on Schedule 14A
Submitted on January 23, 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 the letters from the Chairman  and Chief Executive Officer which are
attached to your correspondence dated January 23, 2007 as Exhibit A.  Please ensure that you file those materials.

Tyco International Ltd.
January 26, 2007
Page 2
Proposal Number One

2. Regarding your proposed revisions in response to prior comments 4 and 5:
• We note your reference to the Board’s consideration of the market price of
Tyco’s common stock after the separation.  If the Board also considered the
effect of the reverse split on the market price of the securiti es of the entities
that will have publicly traded stock af ter the separation, please discuss that
analysis.
• Please clarify whether you intend to comp lete the split before or after the
separation.  If you may complete the split after the separation, please (1) explain the effect on the market pri ce of the securities of the entities that
will have publicly traded stock after the separation and (2) describe how you will determine whether to complete the split before or after the separation.
• Please expand your disclosure that the Bo ard "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" to clarif y how implementing the reverse stock
split will accomplish this intent.
• We note the last sentence of the propos ed revision in your response to prior
comment 5 indicates that you may comp lete the reverse split if you do not
complete the separation.  Given that th e disclosed reasons fo r the split appear
to be based on the effect of the separation, please explain the factors the Board will consider in determining whether to  implement the reverse stock split if
the separation has not occurred by September 28, 2007.

* * * * *

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.

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

 Sincerely,

 Russell Mancuso
 Branch Chief