SecProbe.io

Mail Stop 3720

May 2 , 2016

Ms. Judith A. Reinsdorf
General Counsel
Tyco International plc
9 Roszel Road
Princeton, NJ 08540

Re:  Tyco International plc
  Registration Statement on Form S -4
Filed April 5, 2016
  File No. 333 -210588

Dear Ms. Reinsdorf :

We have limited our review of your registration statement to those issues we have
addressed in our comments.  In  some of our comments, we may ask you to provide us with
information so we may better understand your disclosure.

Please respond to  this letter by amending your registration statement and providing
the requested information .  If you do not believe our comments apply to your facts and
circumstances or do not believe an amendment is appropriate, please tell us why in your
response.

After reviewing any amendment to your registration statement and the information
you provide in response to these  comments, we may have  additional comments.

Ms. Judith A. Reinsdorf
Tyco International plc
May 2, 2016
Page 2

 Background of the Merger, page 95
1. We note disclosure at page 103 that on December 30, 2015 member s of Johnson
Controls and Tyco discussed, among other items, synergy assumptions, projected
results of operation, the financial profile of the combined company, the amount and
terms of the debt financing proposed to be raised by Tyco, and tax matters. Plea se
revise to expand upon  and specify  the tax matters discussed. We note statements in a
joint press release issued by Tyco and Johnson Controls on January 25, 2016, that the
proposed transaction is expected to result in $150 million tax savings. Please rev ise to
discuss what consideration the Johnson Controls Board of Directors gave to these tax
savings as the Board considered the proposed transaction, ultimately arriving at its
recommendation of the proposed merger to Johnson Control shareholders.

Account ing Treatment of the Merger, pages 172 - 173
2. We note Johnson Controls will be treated as the acquiring entity for accounting
purposes. Please expand your disclosure to describe in detail the specific facts and
circumstances considered in arriving at this c onclusion including:
 The nature of the other  transactions contemplated by the merger agreement;
 The composition of the combined company’s Board of Directors;
 The percentage of affirmative vote required of the combined Board of Directors
of the combined com pany to propose or transact any significant corporate matter;
and
 The possibility of Mr. George Oliver being designated as Chairman and Chief
Executive Officer on or before the Second Succession Date.

Certain Tax Consequences of the Merger, page 212
U.S. Federal Income Tax Consequences of the Tyco Share Consideration to Tyco
Shareholders, page 216
3. Please revise to indicate, if true, that the opinion as to the tax consequences are the
opinion of counsel, insofar as the company is not itself qualified to render an opinion
on the tax consequences. Please advise us whether you will be providing the opinion
of counsel as an exhibit to your registration s tatement under Item 601(b)(8) of
Regulation S -K.

General

Ms. Judith A. Reinsdorf
Tyco International plc
May 2, 2016
Page 3

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 Act
of 1933 and all applicable Securities Act rules require.   Since the company and its
management are in possession of all facts relating to a company’s disclosure, they are
responsible for the accuracy and adequacy of the disclosures they have made.

Notwithstanding our comments, in the event you request acceleration of the effective
date of the pending registration statement please provide a written statement from the
company acknowledging that:

 should the Commission or the staff, acting pursuant to delegated authority, declare the
filing effective, it does not foreclose the Commissi on from taking any action with
respect to the filing;

 the action of the Commission or the staff, acting pursuant to delegated authority, in
declaring the filing effective, does not relieve the company from its full responsibility
for the adequacy and acc uracy of the disclosure in the filing; and

 the company may not assert staff comments and the declaration of effectiveness as a
defense in any proceeding initiated by the Commission or any person under the
federal securities laws of the United States.

Please refer to Rules 460 and 461 regarding requests for acceleration.  We will
consider a written request for acceleration of the effective date of the registration statement
as confirmation of the fact that those requesting acceleration are aware of their  respective
responsibilities under the Securities Act of 1933 and the Securities Exchange Act of 1934 as
they relate to the proposed public offering of the securities specified in the above registration
statement.  Please allow adequate time for us to revi ew any amendment prior to the requested
effective date of the registration statement.

  You may contact Kathryn Jacobson, Senior Staff Accountant, at (202) 551 -3365, or
Dean Suehiro , Senior Staff Accountant, at (202) 551 -3384 , if you have questions regarding
comments on the financial statements and related matters.  Please contact Paul Fischer,
Attorney -Advisor, at (202) 551 -3415, or me at (202) 551 -3810, with any other questions.

Sincerely,

Ms. Judith A. Reinsdorf
Tyco International plc
May 2, 2016
Page 4

         /s/ Larry Spirgel

 Larry Spirgel
        Assistant Director
AD Office 11-
Telecommunications

Cc:  Alan M. Klein , Esq.
 Simpson Thacher & Bartlett  LLP