SecProbe.io

UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
       DIVISION OF
CORPORATION FINANCE

March 2, 2012
Via E-Mail
Frank S. Sklarsky
Chief Financial Officer Tyco International Ltd. Freier Platz 10 CH-8200 Schaffhausen
Switzerland

 Re: Tyco International Ltd.
  Form 10-K for the Fiscal Year Ended September 30, 2011   Filed November 16, 2011   File No. 1-13836
Dear Mr. Sklarsky:

We have limited our review of your filing to your contacts with countries that
have been identified as state sponsors of terrorism and we have the following
comments.  Our review with respect to this  issue does not precl ude further review by
the Assistant Director group w ith respect to other issues.   At this juncture, we are
asking you to provide us with informa tion so we may better understand your
disclosure.
Please respond to this letter within te n business days by providing the requested
information, or by advising us when you will provide the requested response.  If you do not believe our comments apply to your facts and circumstan ces, please tell us why in
your response.
 After reviewing the information you provide  in response to these comments, we
may have additional comments.  General

1. We are aware of 2010 news articles reporti ng that an Iranian firm closely linked
with Tehran’s nuclear program acquired special hardware for enriching uranium
including valves and vacuum gauges made by a French company that you owned until December 2009.  We also are aware of  a January 2007 article reporting that
your contract for representation by law fi rm Eversheds provides for it to engage
local counsel in 27 jurisdictions where it does not have a presence, including Iran,
and a LinkedIn entry for a person in Iran w ho lists his occupation as a Manager at
Tyco International.

Frank S. Sklarsky
Tyco International Ltd. March 2, 2012 Page 2
 Iran is designated as a stat e sponsor of terrorism by the U.S. Department and State
and is subject to U.S. economic sanctions  and export controls.  We note that your
Form 10-K does not include di sclosure about Iran.  Pleas e describe the nature and
extent of your past, curr ent, and anticipated contact s with Iran, whether through
affiliates, subsidiaries, distributors, resellers, or other direct or indirect arrangements.  For instance, we note a November 2008 news article reporting that
UAE’s Technowave International has branch  offices in countries including Iran
and that it is an official distributor of Tyco Fire & Security.  Describe any
services, products or technology you have provided to Iran and any agreements,
commercial arrangements, or other contact s you have had with the government of
Iran or entities contro lled by the government.
2. We note disclosure on page 18 that some  of your products are dual use products.
Please tell us whether any of the products  or services underlying contacts with
Iran described in the foregoing comment are dual use products or are otherwise on the U.S. Department of Commer ce’s Commerce Control List.
3. Please discuss the materiality of your contac ts with Iran described in response to
the foregoing comments and whether thos e contacts constitute a material
investment risk for your security holde rs.  You should address materiality in
quantitative terms, including the approxi mate dollar amounts of any associated
revenues, assets, and liabilities for the last  three fiscal years and the subsequent
interim period.  Also, address materiality in terms of qualitati ve factors that a
reasonable investor would deem import ant in making an investment decision,
including the potential impact of corpor ate activities upon a co mpany’s reputation
and share value.  Various state and munici pal governments, universities, and other
investors have proposed or adopted divestment or similar initiatives regarding
investment in companies that do business with U.S.-designate d state sponsors of
terrorism.  Your materiality analysis s hould address the potential impact of the
investor sentiment evidenced by such actions directed toward companies that have operations associated with Iran.

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 the information the Securities
Exchange Act of 1934 and all applicable Exch ange Act rules require.  Since the company
and its management are in possession of all facts relating to the company’s disclosure,
they are responsible for the accuracy and adequa cy of the disclosures they have made.
 In responding to our comments, please provide a written statement from the
company acknowledging that:

 the company is responsible for the adequacy  and accuracy of the disclosure in the
filing;

Frank S. Sklarsky
Tyco International Ltd. March 2, 2012 Page 3
  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

 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.

Please contact Jennifer Hardy, Special C ounsel, at (202) 551- 3767 or me at (202)
551-3470 if you have any questions about  the comments or our review.

        S i n c e r e l y ,

        /s/ Cecilia Blye          C e c i l i a  B l y e ,  C h i e f          Office of Global Security Risk   cc:  Judith A. Reinsdorf   Executive Vice Presiden t and General Counsel
   Larry Spirgel   Assistant Director  Division of Cor poration Finance