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CORRESP
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  Tyco International Ltd.

  Second Floor

  90 Pitts Bay Road

  Pembroke, HMO8, Bermuda

  Tele: 441 292 8674

August 15, 2006

Mr. Martin James

Senior Chief Accountant

Division of Corporation Finance

United States Securities and Exchange Commission

100 F Street, N.E.

Mail Stop 6010

Washington, D.C.  20549

  RE:

  Tyco International Ltd.

  Form 10-K for the fiscal year ended September 30,
  2005

  Filed December 9, 2005

  Form 10-Q for the quarter ended March 31, 2006

  File No. 001-13336

  Dear Mr. James:

This letter contains responses to the Staff’s letter
dated July 31, 2006 to Tyco International Ltd. (the “Company”), which sets
forth the Staff’s comments regarding the above referenced documents.

In connection with these responses to the Staff, we
acknowledge the following:

  ·

  The Company is responsible for the adequacy and
  accuracy of the disclosure in the filings;

  ·

  Staff comments or changes to disclosures in response
  to Staff comments do not foreclose the Commission from taking any action with
  respect to the filings; and

  ·

  The Company may not assert Staff comments as a
  defense in any proceedings initiated by the Commission or any person under
  the federal securities laws of the United States.

For ease of reference, we have repeated the Staff’s
comments in bold text preceding each of our responses.  For the convenience of the Staff, a copy of
this letter has also been provided to Kate Tillan.  Should you have any questions concerning the
accompanying materials, please contact C. A. (John) Davidson, Controller and
Chief Accounting Officer at 609-720-4638.

Very truly yours,

/s/ Christopher J. Coughlin

Christopher J. Coughlin

Executive Vice President and Chief Financial Officer

Mr. Martin James

August 15, 2006

Copies to:

  Tyco International Ltd.

  William Lytton, Executive Vice President and General
  Counsel

  Carol A. Davidson, Senior Vice President, Controller
  and Chief Accounting Officer

  John Jenkins, Vice President and Corporate Secretary

  Nancy Merola, Vice President and Assistant
  Controller

  Sam Eldessouky, Director Technical Accounting
  Research

  Gregory Barksdale, Corporate Securities Counsel

  Deloitte & Touche LLP

  James R. Flaherty, Deloitte & Touche Partner

  Michael Titta, Deloitte & Touche Partner

 2

Tyco International Ltd.

Form 10-K for the Fiscal
Year Ended September 30, 2005

Item
9A. Controls and Procedures, page 64

1.                We
note your disclosure that management concluded that your disclosure controls
and procedures are effective to provide reasonable assurance “that information
required to be disclosed in [y]our Exchange Act reports is recorded, processed,
summarized and reported as and when required.”
The language that is currently included after the word “effective” in
your disclosure appears to be superfluous, since the meaning of “disclosure
controls and procedures” is established by Rule 13a-15(e) of the Exchange
Act.  However, if you do not wish to
eliminate this language, please revise future filings so that the language that
appears after the word “effective” is substantially similar in all material
respects to the language that appears in the entire two-sentence definition of “disclosure
controls and procedures” set forth in Rule 13a-15(e).

The Company has
considered the Staff’s comment and deleted the superfluous language in our June
30, 2006 Quarterly Report on Form 10-Q.
Our future filings will also reflect the updated language.

2.                With
respect to your reference to reasonable assurance, please note that you may
also state clearly, if true, that your disclosure controls and procedures are designed to provide reasonable assurance of achieving their
objectives and that your principal executive officer and principal financial
officer concluded that your disclosure controls and procedures are effective at
that reasonable assurance level.  In the
alternative, remove the reference in future filings to the level of assurance
of your disclosure controls and procedures.
Please refer to Section II.F.4 of Management’s Reports on Internal
Control Over Financial Reporting and Certification of Disclosure in Exchange
Act Periodic Reports, SEC Release No. 33-8238, available on our website at: http://www.sec.gov/rules/final/33-8238.htm.

The Company has considered the Staff’s comment, and in
our June 30, 2006 Quarterly Report on Form 10-Q, we have revised our disclosure
to state that our disclosure controls and procedures are designed to provide
reasonable assurance of achieving their objectives.  We have removed other references as to the
level of assurance of our disclosure controls and procedures.  Our future filings will also reflect the
updated language.

Item 7. Management’s Discussion and Analysis of
Financial Condition and Results of Operations, page 34

Contractual Obligations, page 54

3.                In
the future filings please include a column reflecting the total amount of each
type of contractual obligation.  Please
also include in the table in future filings your other long-term liabilities
reflected on your balance sheet under U.S. GAAP.  Please refer to Item 303(a)(5) of Regulation
S-K.

The Company has considered the Staff’s comment, and in
our 2006 Annual Report on Form 10-K, we will include a column reflecting the
total amount of each type of contractual obligation and include other long-term
liabilities as applicable in the contractual obligations table.

 3

Consolidated Financial Statements, page 75

Note 4. Discontinued Operations and Divestitures,
page 99

4.                On
page 99 you disclose that you “determined that the book value of the A&E
Products reporting unit was in excess of its estimated fair value which
resulted in a goodwill impairment charge of $162 million.”  Based upon this disclosure and the discussion
of your goodwill impairment evaluation accounting policy on pages 89 and 49, it
is not clear whether you calculate the amount of the goodwill impairment charge
based upon the implied fair value of the goodwill.  That is, your disclosure only appears to
refer to the first part of the impairment test which compares the fair value of
a reporting unit with its carrying amount, including goodwill.  Please respond to the following:

·                     Tell us how you determined the amount of any goodwill impairment charge
included in your financial statements for each of the years in the three year
period ended September 30, 2005 and for the six months ended March 31, 2006.
That is, tell us how you determined the implied fair value of the goodwill and
whether the amount of the impairment represents the excess of the carrying
amount of that goodwill over its implied fair value. Please see paragraphs 20 –
21 of SFAS 142.

When testing for goodwill
impairment, the Company follows the guidance prescribed in SFAS 142 paragraphs
19-25.  First, the Company performs a
step I goodwill impairment test to identify a potential impairment.  In doing so, the Company compares the fair
value of a reporting unit with its carrying amount using the guidance in
paragraph 19 of SFAS 142.   If the fair
value of a reporting unit exceeds its carrying amount, goodwill of the
reporting unit is not impaired and a second step impairment test is not
necessary.  If the carrying amount of a
reporting unit exceeds its fair value, a step II goodwill impairment test is
performed in accordance with paragraphs 20-21 of  SFAS 142 to measure the amount of impairment
loss.

In the step II goodwill
impairment test, the Company compares the implied fair value of reporting unit
goodwill with the carrying amount of that goodwill.  If the carrying amount of reporting unit
goodwill exceeds the implied fair value of that goodwill, an impairment loss is
recognized in an amount equal to that excess.

The implied fair value of
goodwill is determined in the same manner that the amount of goodwill
recognized in a business combination is determined.  The Company allocates the fair value of a
reporting unit to all of the assets and liabilities of that unit, including
intangible assets, as if the reporting unit had been acquired in a business
combination and the fair value of the reporting unit was the price paid to
acquire the reporting unit.  Any excess
of the fair value of a reporting unit over the amounts assigned to its assets
and liabilities is the implied fair value of goodwill.

As disclosed in Note 12
in our 2005 Annual Report on Form 10-K, in 2003, Power Systems, Electrical
Contracting Services and the Printed Circuit Group failed a step I goodwill
test which identified a potential impairment.
As a result, the Company then performed a step II goodwill impairment
test to measure the amount of impairment loss, if any.  Goodwill was determined to be impaired and an
aggregate impairment charge of $278 million was recorded for Power Systems,
Electrical Contracting Services and the Printed Circuit Group.

 4

As disclosed in Note 4 in
our 2005 Annual Report on Form 10-K, in 2005, as a result of consideration for
potential sale and deteriorating operating results in the A & E Products
business, the Company performed an interim assessment of the recoverability of
both goodwill and long-lived assets of its Plastics and Adhesives segment
(which includes the A & E Products business).   The A & E Products business failed a
step I goodwill test which identified a potential impairment.  As a result, the Company then performed a step
II goodwill impairment test to measure the amount of impairment loss.  Goodwill was determined to be impaired and an
aggregate impairment charge of $162 million was recorded for A & E
Products.  During the fourth quarter of
2005, the A & E Products business, along with the rest of the Plastics and
Adhesives segment, met both the held for sale and discontinued operations
criteria as provided by SFAS 144 and was reclassified as a discontinued
operation.

·                  In
light of the fact that goodwill represents approximately 39% of your total
assets as of September 30, 2005, please expand your accounting policy in future
filings to explain how you test goodwill for impairment and how you determine
the amount of any impairment charge recorded.
Please refer to paragraphs 19 - 21 of SFAS 142.

The Company has
considered the Staff’s comment, and in our 2006 Annual Report on Form 10-K, we
will expand our accounting policy disclosure to more thoroughly describe how we
test goodwill for impairment and determine the amount of any impairment charge.

·                  In
future filings please revise your disclosure related to the changes in the
carrying amount of goodwill in Note 12 to show the aggregate amount of goodwill
impairment losses recognized in each period.
Please see paragraph 45(c)(2) of SFAS 142.

The Company has
considered the Staff’s comment and in future filings will include the aggregate amount of goodwill
impairment charges related to continuing operations as a separate line item in
the goodwill roll forward table as presented in Note 12 of our 2005 Annual
Report on Form 10-K.   Goodwill
impairments that were reported in discontinued operations are disclosed and
discussed in the discontinued operations section of Note 4 of our 2005 Annual Report
on Form 10-K

Note 14. Debt, page 113

5.                                     We note that you have $1.2
billion of 2.75% convertible senior debt with a 2008 put option and $750
million of 3.125% convertible senior debt with a 2015 put option.  Additionally, you disclose that in 2005 you
repurchased $1.2 billion of 2.75% convertible debt for $1.8 billion and $750
million of 3.125% convertible debt for $1.1 billion, resulting in a $1.0
billion loss on the extinguishment of the debt. Please respond to the
following:

·                  Please
tell us and disclose in future filings the significant terms of the convertible
debt including conversion, put and call features.  See paragraph 4 of SFAS 129.

The Company has
considered the Staff’s comment, and in our June 30, 2006 Quarterly Report on Form 10-Q, we included a
description of the significant terms of the convertible debt that was
outstanding at June 30, 2006.  Our future
filings will also include a description of the significant terms of the
outstanding convertible debt.

 5

A description of the significant terms of our convertible debt that was
outstanding as of September 30, 2005 follows.

In 2003, Tyco issued $1.5 billion 3.125% convertible senior debentures
due 2023 with a 2015 put option.  Holders
of Tyco’s 3.125% convertible senior debentures may convert each $1,000
principal amount of the debentures into 45.9821 Tyco common shares prior to the
stated maturity date at a rate of $21.7476 per share.  Additionally, under the put option holders of
the 3.125% convertible senior debentures may require Tyco International Group
S.A. (“TIGSA”), a wholly-owned subsidiary of the Company that holds public debt
securities that are fully and unconditionally guaranteed by Tyco, to purchase
all or a portion of their debentures on January 15, 2015.  If the option is exercised, TIGSA is required
to repurchase the debentures at par plus accrued interest, and may elect to
repurchase the securities for cash, Tyco common shares, or some combination
thereof.  The 3.125% convertible senior
debentures are redeemable by the Company for cash at any time on or after
January 20, 2008 for an amount equal to the redemption price.

During 2005, the Company repurchased $750 million principal amount of
the 3.125% convertible debentures for $1.147 billion resulting in a $413
million loss on the retirement of debt, including the write-off of unamortized
debt issuance costs, which was reflected in Other expense, net in the
Consolidated Statements of Income.

In 2003, Tyco issued $3.0 billion of 2.75% convertible senior
debentures due 2018 with a 2008 and 2013 put option outstanding.  Holders of Tyco’s 2.75% convertible senior
debentures could convert each $1,000 principal amount of the debentures into
43.8920 Tyco common shares prior to the stated maturity date at a rate of
$22.7832 per share.  Additionally, holders
of the 2.75% convertible senior debentures may require TIGSA to purchase all or
a portion of their debentures on January 15, 2008 and January 15, 2013.  If the option is exercised, TIGSA is required
to repurchase the debentures at par plus accrued interest, and may elect to repurchase
the securities for cash, Tyco common shares, or some combination thereof. The
2.75% convertible senior debentures are redeemable by the Company for cash at
any time on or after January 20, 2006 for an amount equal to the redemption
price.

During 2005, the Company repurchased $1,241 million principal amount of
the 2.75% debentures for $1,823 million resulting in a $600 million loss on the
retirement of debt, including the write-off of unamortized debt issuance costs,
which was reflected in Other expense, net in the Consolidated Statements of
Income.  In 2004, we repurchased $517
million of the 2.75% debentures for $750 million resulting in a $241 million
loss on retirement of debt.

As stated in the notice of redemption and in accordance with the Indenture
under which these convertible debentures were issued, on February 21, 2006
TIGSA gave a notice of redemption to exercise its right to redeem all of its
remaining 2.75% convertible senior debentures at a redemption price of 101.1
percent of the principal amount outstanding plus interest accrued prior to the
redemption date of March 8, 2006.  Prior
to the redemption date, $1.2 billion of the 2.75% convertible senior debentures
were converted into 54.4 million Tyco common shares.  On March 8, 2006, TIGSA redeemed the
remaining $1 million principle amount outstanding with cash.

Additionally, the 3.125% and 2.75% debentures are also redeemable for
par plus accrued interest contingent upon a change in control or a