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January 29, 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 26, 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 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.

Response:

We acknowledge the
Staff’s comment and will file the letters from the Chairman and Chief Executive
Officer with the amended filing.

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 securities of the entities that will have publicly traded
stock after the separation, please discuss that analysis.

Response:

The Board of
Directors did not consider the effect of the reverse split on the stock prices
of the Healthcare and Electronics businesses as the timing of the reverse stock
split will not impact their post-distribution market prices.  The Board of Directors will establish a
dividend ratio of the shares to be distributed to current Tyco shareholders
without regard to the effect that the reverse stock split would have on the
number of Tyco shares outstanding on the date the dividend is declared.  The number of shares in the Healthcare and
Electronics businesses that we expect will be distributed to shareholders will
remain constant as the Board of Directors will set a dividend ratio which will
result in the issuance of the number of shares to reflect the appropriate
capitalization.  For example, the desired
number of shares for the Healthcare business is one billion, then, on the date
the dividend is declared, if Tyco has two billion shares outstanding, the Board
would use a 2 for 1 ratio to distribute one billion Healthcare shares.  If, on the date the dividend is declared,
Tyco has five hundred million shares outstanding, the Board would use a 1 for 2
ratio to distribute one billion Healthcare shares.

·                  Please clarify whether you intend to complete the split before or after
the separation.  If you may complete the
split after the separation, please (1) explain the effect on the market price
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.

Response:

Absent unusual
market conditions, the Board of Directors intends to complete the reverse stock
split prior to the separation.  However,
if the Board of Directors determines to execute the reverse stock split after
distributing the dividend, the market price of the Healthcare and Electronics
securities should not be impacted as we expect that the number of shares to be
distributed to shareholders will remain constant.  The Board of Directors will set a dividend ratio
which will result in the issuance of shares to reflect the appropriate
capitalization without regard to the timing of executing the reverse stock
split.

·                  Please expand your disclosure that the Board “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 clarify how implementing the reverse
stock split will accomplish this intent.

Response:

We acknowledge the
Staff’s comment and will include the following additional disclosure in our
amended filing in the section titled “Proposal Number One”.  The

italicized text reflects
the additional disclosure and is incorporated into our prior responses from
January 23, 2007:

Because of
possible price and volume volatility in Tyco equity securities at or near the
time the Company executes the separation transaction, the proposal seeks
authority for the Board of Directors that allows the Board of Directors to
implement the reverse stock split at a time during which trading activity in
Tyco common stock appears to be stable and orderly.  Absent unusual market conditions in Tyco
common stock, the Board of Directors is likely to implement the reverse stock
split at or near the time of separation.
The Board of Directors believes that implementing
the reverse stock split is likely to bring the market price and trading ranges
for Tyco common stock in line with the market prices and trading ranges for
peer group manufacturing and industrial companies and promote the long-term
value of our common stock.
However, the results of the shareholder vote on this proposal will not
effect the Board of Directors decision to complete the separation
transaction.  In addition, if the planned
separation transaction does not occur, the Board of Directors is not likely to
implement the reverse stock split.

·                  We note the last sentence of the proposed revision in your response to
prior comment 5 indicates that you may complete the reverse split if you do not
complete the separation.  Given that the
disclosed reasons for 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.

Response:

We acknowledge the
Staff’s comment and will include the following additional disclosure in our
amended filing in the section titled “Proposal Number One”. The italicized text
reflects the additional disclosure and is incorporated into our prior responses
from January 23, 2007:

Because of
possible price and volume volatility in Tyco equity securities at or near the
time the Company executes the separation transaction, the proposal seeks
authority for the Board of Directors that allows the Board of Directors to
implement the reverse stock split at a time during which trading activity in
Tyco common stock appears to be stable and orderly.  Absent unusual market conditions in Tyco
common stock, the Board of Directors is likely to implement the reverse stock
split at or near the time of separation.
However, the results of the shareholder vote on this proposal will not
effect the Board of Directors decision to complete the separation
transaction.  In addition, if the planned
separation transaction does not occur, the Board of Directors is not likely to
implement the reverse stock split.  In such circumstance, the Board of Directors, in determining whether to
implement the reverse stock split, will consider the current trading range and
market price for Tyco common stock in comparison to the market prices and
trading ranges for peer group manufacturing and industrial companies.

Should you have
additional questions, or wish to discuss this matter further, please contact me
at your earliest convenience.

Best regards,

John S. Jenkins, Jr.

Vice President &
Corporate Secretary

cc:  Brian Lane
(w/enc.)

Enclosures