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January 23, 2007

Mr. Russell Mancuso

U.S. Securities and Exchange Commission

Division of Corporation Finance

100 F Street, N.E.

Washington, D.C.  20549

Mail Stop 6010

Re:          Tyco International Ltd. Preliminary
Proxy Statement — File No. 011-13836

On behalf of Tyco
International Ltd. (the “Company” or “Tyco”), we submit this letter in response
to the written comments (the “Comment Letter”) from the Staff of the Securities
and Exchange Commission (the “Staff”) to the Company of January 19, 2007
concerning the Company’s Preliminary Proxy Statement on Schedule 14A originally
filed on January 12, 2007 (the “Proxy Statement”).  The numbered paragraphs below restate the
numbered paragraphs in the Comment Letter, and the discussion set out below
each such paragraph is the Company’s response to the Staff’s comments.

1.  We note that on January
19, 2007, you filed a definitive proxy statement relating to matters that the
shareholders will consider on the same date and at the same location that
shareholders will consider the matters that are the subject of this preliminary
proxy statement.  We also note that both
sets of proxy materials refer to the same record date.  Please:

·                  Provide us with your analysis as to whether the two Schedule 14As that
you have filed can appropriately be considered to relate to separate meetings
under the laws of the jurisdiction in which you are incorporated and under
Exchange Act Rule 14a-6; cite with specificity all authority on which you rely;

Response:

As a Bermuda
Chartered Company, Tyco is governed by the Bermuda Companies Act of 1981 (as
amended) (the “Companies Act”).  §71(1)
provides “[a] meeting of members of a company shall be convened at least once
in every calendar year; this meeting shall be referred to as the annual general
meeting.”  In addition §71(2) provides “[t]he
directors may, whenever they think fit, convene a general meeting; all meetings
other than annual general meetings shall be called special general meetings.”  In addition, Article 18 of the Company’s
Amended and Restated Bye-Laws provides “[s]pecial general meetings of
shareholders, for any purpose or purposes, may be called by the Board of
Directors” … and “[a]t a special general meeting of the shareholders, only such

business shall be
conducted as shall be specified in the notice of the meeting (or any supplement
thereto) given by of at the direction of the Board of Directors.”  Accordingly, both the Companies Act and the
Company’s Amended and Restated Bye-Laws provide the authority for convening
both the annual general meeting of shareholders and the special general meeting
of shareholders to consider such business as may be properly brought before the
meeting.  In addition, we know of no rule
or decision, including Exchange Act Rule 14a-6, which would prohibit or otherwise
limit the Company’s ability to hold two separate shareholder meetings on the
same day.

·                  Tell us whether you are sending separate proxy statements and proxy
cards for the matters addressed in the separate Schedule 14As;

Response:

The Company will distribute
separate proxy statements and proxy cards to shareholders for the matters
addressed in the separate proxy statements on Schedule 14A.

·                  Tell us whether the proxy materials in the 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

Response:

We are mailing
proxy materials for each meeting in separate envelopes.  For beneficial owners, the materials for the
annual general meeting will be mailed in a blue shrink wrapped envelope that
contains the annual meeting’s proxy statement and proxy card, along with the
Company’s annual report on Form 10-K and report to shareholders.  The materials for the special general meeting
will be mailed in a white paper envelope that contains only the special meeting’s
proxy statement and proxy card.  Custom
printing of the face of the white envelope states “Tyco Special Meeting
Materials Enclosed”.  For record owners,
the materials for the annual general meeting will be mailed in a white envelope
that contains the annual meeting’s proxy statement and proxy card, along with
the Company’s annual report on Form 10-K and report to shareholders.  Custom printing on the face of the white
envelope states “IMPORTANT: Annual General Meeting Material Enclosed”.  The materials for the special general meeting
will be mailed in a white paper envelope that contains only the special meeting’s
proxy statement and proxy card.  Custom
printing of the face of the white envelope states “IMPORTANT: Special General
Meeting Material Enclosed”.  Each
beneficial owner and each record owner will receive both mailings directly from
the print vendor or transfer agent.

·                  Tell us how you have ensured that any use of separate proxy material
will not be misleading to shareholders.

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Response:

In addition to the
distinguishing features discussed above, each meeting’s proxy cards are color
coded.  The annual general meeting proxy
card is white and the special general meeting proxy card is blue.  Each mailing will contain a letter from the
Chairman and Chief Executive Officer that notifies shareholders that the
mailing contains the respective annual meeting or special meeting proxy
statement and proxy card, advises shareholders that the mailing contains a
corresponding white or blue proxy card for either the annual general meeting or
the special general meeting and tells shareholders that they will be receiving
a second mailing with the proxy statement and proxy card.  Each letter from the Chairman and Chief
Executive Officer states “[s]hareholders must vote both
the White and Blue proxy cards in order to cast their votes at both the Annual
General Meeting and the Special General Meeting.” (emphasis in original).  Copies of the shareholder correspondence are
attached for your review as Exhibit A.

·                  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 statement and
proxy card addressing other issues that shareholders will consider on the same
date;

The need for shareholders to return separate proxy
cards to vote on all issues that you are submitting to shareholders on the same
date; and

Whether shareholders can return the separate proxy
card in one envelope.

Response:

We acknowledge the
Staff’s comment and will include the following additional disclosure in our
amended filing in the section titled “Question and Answers about Voting Your
Common Shares:

Q:  Is another separate meeting of shareholders
taking place on March 8, 2007?

A:  Yes.
The Company’s Annual General Meeting of Shareholders takes place on
March 8, 2007, starting at 9:00 a.m., Atlantic Time, at the Fairmont Hamilton
Princess Hotel.  The Special General
Meeting to consider the proposal in this proxy statement will begin at 10:30
a.m., following the conclusion of the Annual General Meeting of Shareholders.

Q:  Why are you having a separate meeting to
consider this proposal?

A:  The Board of Directors determined holding a
separate Special General Meeting was appropriate to consider the proposal to
authorize a reverse stock split and consequential

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amendment to the Company’s
Bye-Laws.  By convening a Special General
Meeting upon the conclusion of the Annual General Meeting, shareholders will be
able to focus their discussion of the proposal in a forum that is dedicated to
considering this proposal, without the interruption of other business of the
Annual General Meeting.

Q:  Is there a separate proxy statement and proxy
card that addresses issues the shareholders will consider at the Annual General
Meeting of Shareholders?

A:  Yes.
You should have already received a mailing containing a copy of the
proxy statement and proxy card, along with the Company’s annual report on Form
10-K, which contains the proposals for shareholder consideration at the Annual
General Meeting .

Q:  Do I have to return both the white proxy card
for the Annual General Meeting and the blue proxy card for the Special General
Meeting in order for my shares to be voted at both meetings?

A:  Yes.
Shareholders must vote both the white proxy
card for the Annual General Meeting, along with the blue
proxy card accompanying the Special General Meeting proxy statement in order to
cast their votes at both the Annual General Meeting and the Special General
Meeting

Q:  Can I mail both proxy cards back in the same
envelope?

A:  Yes, but for ease of administering the vote
tally, we ask that you return each proxy card in the envelope supplied with the
respective Annual General Meeting proxy statement or Special General Meeting
proxy statement.

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

Response:

We acknowledge the
Staff’s comment and will include the following information required by Item 403
of Regulation S-K in our amended filing:

SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS
AND MANAGEMENT

The following
table sets forth the number of shares of common stock beneficially owned as of
October 2, 2006, by each current director, nominee for director, executive
officer named in the Summary Compensation Table under “Executive Officer
Compensation” below and the directors and executive officers of the Company as
a group.

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  Beneficial Owner

  Title

  Number of Common

  Shares Beneficially

  Owned (1)

  Dennis C. Blair

  Director

  38,951

  (3)(4)

  Edward D. Breen

  Chairman
  and Chief Executive Officer

  8,995,995

  (2)(3)(4)

  Christopher J. Coughlin

  Executive
  Vice President and Chief Financial Officer

  351,668

  (2)(4)

  Brian Duperreault

  Director

  16,978

  (3)

  Bruce S. Gordon

  Director

  40,951

  (3)(4)

  Juergen W. Gromer

  President
  — Tyco Electronics

  2,768,397

  (2)(4)

  Rajiv L. Gupta

  Director

  14,815

  (3)(5)

  John A. Krol

  Lead
  Director

  52,861

  (3)(4)

  Thomas J. Lynch

  Chief
  Executive Officer — Tyco Electronics

  572,834

  (2)(4)

  William B. Lytton

  Executive
  Vice President and General Counsel

  1,238,621

  (2)(3)(4)

  H. Carl McCall

  Director

  38,951

  (3)(4)

  Mackey J. McDonald

  Director

  40,451

  (3)(4)

  Brendan R. O’Neill

  Director

  38,951

  (3)(4)

  William S. Stavropoulos

  Nominee
  for Director

  Sandra S. Wijnberg

  Director

  38,951

  (3)(4)

  Jerome B. York

  Director

  73,951

  (3)(4)

  All current directors and executive officers as a group (24 persons)

  21,286,663

  (6)

(1)           The
number shown reflects the number of common shares owned beneficially as of
October 2, 2006, based on information furnished by the persons named, public
filings and Tyco’s records.  A person is
deemed to be a beneficial owner of common shares if he or she, either alone or
with others, has the power to vote or to dispose of those common shares.  Except as otherwise indicated below and
subject to applicable community property laws, each owner has sole voting and
sole investment authority with respect to the shares listed.  To the extent indicated in the notes below,
common shares beneficially owned by a person include common shares of which the
person has the right to acquire beneficial ownership within 60 days after
October 2, 2006.  All amounts shown are
1.01% of the outstanding common shares.
There were 2,097,015,887 Tyco common shares outstanding as of October 2,
2006.

(2)             Includes
shares of restricted common stock as follows:
Mr. Breen, 620,000; Mr. Coughlin, 215,000; Mr. Lynch, 223,000; and
Mr. Lytton, 164,000.  Also includes
184,000 restricted stock units held by Dr. Gromer.

(3)             Includes
vested DSUs as follows:  Admiral Blair,
18,951; Mr. Breen, 1,191,585; Mr. Duperreault, 15,092; Mr. Gordon,
18,951; Mr. Gupta, 10,815; Mr. Krol, 18,951; Mr. Lytton, 154,620;
Mr. McCall, 18,951; Mr. McDonald, 18,951; Dr. O’Neill, 18,951;
Ms. Wijnberg, 18,951; and Mr. York, 18,951.  Distribution of the DSUs will occur upon
(i) the termination of the individual from the Company or the Company’s
Board of Directors (other than for cause) or (ii) a change in control of
the Company.  Upon such termination or
change in control, as the case may be, the Company will issue the number of
Tyco common shares equal to the aggregate number of vested DSUs credited to the
individual, including DSUs received through the accrual of dividend
equivalents.

(4)             Includes
the maximum number of shares these individuals can acquire beneficial ownership
upon the exercise of stock options that are currently vested or will vest
before December 1, 2006 as follows:

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Admiral Blair, 20,000; Mr. Breen, 7,150,000;
Mr. Coughlin, 116,668; Mr. Gordon, 20,000; Dr. Gromer, 2,365,309;
Mr. Krol, 24,110; Mr. Lynch, 343,334; Mr. Lytton, 915,001; Mr. McCall,
20,000; Mr. McDonald, 20,000; Dr. O’Neill, 20,000; Ms. Wijnberg,
20,000; and Mr. York, 20,000.

(5)             Includes
4,000 shares owned by Mr. Gupta’s spouse.

(6)             Includes
9,700 shares held indirectly as to which voting and/or investment power is
shared with or controlled by another person and as to which voting beneficial
ownership is not disclaimed.

The following
table sets forth the information indicated for persons or groups known to the
Company to be beneficial owners of more than 5% of the outstanding common
shares.

  Name and Address of Beneficial Owner

  Number of Common Shares Beneficially Owned

  Percentage of Common Stock

  Outstanding on

  September 29, 2006

  Davis Selected Advisers
  LP (1)

  2949 East Elvira Road,

  Suite 101
Tucson, Arizona 85706

  123,511,482

  5.89%

  Capital Research and Management Company (2)

  333 South Hope Street

  Los Angeles, CA 90071

  209,517,980

  10.3%

(1)    The amount shown for the number of common
shares over which Davis Selected Advisers LP (“Davis”) exercised investment
discretion and the following information was provided by Davis pursuant to a
Form 13F dated November 30, 2006, for the quarter ended September 30,
2006.  Separately, Davis reported the
number of common shares beneficially owned as of December 31, 2005, on its
Schedule 13G/A dated February 15, 2006, as 5,793,774 representing 5.06% of the
Company’s common shares outstanding.
Because the number of shares reported on the Schedule 13G/A does not
represent the reported percentage of ownership in the Company’s common stock,
the company has applied Regulation S-K Item 403, Instruction 3, in determining
the number of common shares beneficially owned.

(2)  The amount shown for the number of common
shares beneficially owned and the following information was provided by Capital
Research and Management Company pursuant to a Schedule 13G/A dated February 10,
2006, indicating beneficial ownership as of January 31, 2006.  Capital Research and Management Company is an
investment advisor registered under Section 203 of the Investment Advisor
Act of 1940 and has indicated that it has sole dispositive power with respect
to the 209,517,980 common shares as a result of acting as an investment advisor
to various investment companies.  The
amount indicated includes 3,908,480 common shares resulting from the assumed
conversion of $85,000,000 principal amount of the Tyco International Group S.A.
3.125% Series B Senior Convertible Debentures due 2023 held by Capital Research
and Management Company.

3.               We note your disclosure that “[t]he Board of Directors believes that it
is in the best interests of Tyco and [its] shareholders to reduce the number of
issu