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CORRESP
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  Tyco International Ltd.

  Freier Platz 10

  CH-8200 Schaffhausen

  Switzerland

  Tele: +41 52 633 02 44

  Fax: +41 52 633 02 99

 VIA EDGAR

March 3, 2010

Mr. Larry Spirgel

Assistant Director

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 25, 2009

Filed November 17, 2009

Form 10-Q for the
fiscal quarter ended December 25, 2009

File No.  1-13836

Dear Mr. Spirgel:

 This letter contains responses to
the staff’s letter dated February 26, 2010 to Tyco International Ltd.
(referred to as “we,” the “Company” or “Tyco”), 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, copies of this letter have also been provided to Melissa Hauber, Robert
S. Littlepage, Jr. and Paul Fischer.
Should you have any questions concerning the accompanying materials,
please contact C. A. (John) Davidson, Senior Vice President, Controller and
Chief Accounting Officer of the Company at 609-720-4638.

Very truly yours,

  /s/
  Christopher J. Coughlin

  Christopher
  J. Coughlin

  Executive
  Vice President and Chief Financial Officer

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Copies
to:

Tyco
International Ltd.

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

Judy
Reinsdorf, Executive Vice President and General Counsel

Deloitte &
Touche LLP

Michael
Titta

Michael
Morrissey

Simpson Thacher & Bartlett LLP

Alan Klein

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Form 10-K
for Fiscal Year Ended September 25, 2009

Item 7.
Management’s Discussion and Analysis of Financial Condition and Results of
Operations, page 35

Goodwill
and Intangible Asset Impairments, page 36

1.                                      We note
that you took a significant goodwill impairment charge in the second quarter of
fiscal 2009.  You should expand your
MD&A to discuss your expectations regarding your future operating results
and liquidity as a result of taking this impairment charge.  You should clearly explain to your investors,
if true, that you expect that historical operating results will not be
indicative of future operating results.
You should also discuss the primary drivers in your assumptions that
resulted in the goodwill impairment charge.
For instance, did you significantly reduce projected future revenues or
net cash flows or increase the discount rates?
Clarify how changes in foreign currency exchange rates impacted your
analysis.  In addition, discuss whether
and when you considered a recovery of the economy in your cash flow
projections.

We
acknowledge the staff’s comment and will expand our MD&A in future filings
to address the matters raised in the comment.
We note that changes in foreign currency exchange rates were not among
the primary drivers of the goodwill impairment charges recorded during the
second quarter of fiscal 2009.
Therefore, we do not plan to include a discussion of currency exchange
rates in our description of the underlying factors that led to the 2009
goodwill impairment charges.  However, if
currency exchange rates were to have a significant impact in the future, we
would expand our disclosure in future filings to address the impact on our
goodwill recovery analysis.

Critical
Accounting Policies and Estimates, page 51

Goodwill
and Indefinite-Lived Intangible Asset Impairments, page 53

2.                                      We note
that goodwill accounted for approximately 34% of total assets at September 25,
2009.  We also note your disclosure that
you have certain reporting units with less than a ten percent excess of fair
value over carrying value.  If you are at
risk of failing step one of the goodwill impairment test for your reporting
units, you should disclose in future filings the following information:

·                  Percentage by which fair value exceeded
carrying value as of the date of the most recent test;

·                  Amount of goodwill allocated to the reporting
unit;

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·                  Description of the methods and key
assumptions used and how the key assumptions were determined;

·                  Discussion of the degree of uncertainty
associated with the key assumptions. The discussion regarding uncertainty
should provide specifics to the extent possible (e.g., the valuation model
assumes recovery from a business downturn within a defined period of time); and

·                  Description of potential events and/or
changes in circumstances that could reasonably be expected to negatively affect
the key assumptions.

Otherwise disclose, if true, in your critical accounting policies and
estimates section of the MD&A, that none of your reporting units with
significant goodwill are at risk of failing step one of the goodwill impairment
test.

For further guidance, refer to
Release 33-8350 “Interpretation: Commission Guidance Regarding Management’s
Discussion and Analysis of Financial Condition and Results of Operations.”

Please
provide us with the proposed disclosures you intend to include in your next
Form 10-K to comply with this comment.

Commencing
with our Form 10-K for the fiscal year ending September 24, 2010, we
will expand within our MD&A our discussion of any reporting units with
significant goodwill deemed by the Company to be at risk of failing step one of
the goodwill impairment test. Such expansion will give specific consideration
to the points raised in the staff’s comment. To illustrate, below find the
Goodwill and Indefinite-Lived Intangible Asset Impairments discussion on page 53
of our Form 10-K for our fiscal year ended September 25, 2009 marked
for expected changes.

“Goodwill and Indefinite-Lived Intangible Asset
Impairments—Goodwill and indefinite-lived intangible assets are
assessed for impairment annually and more frequently if triggering events
occur. In performing these assessments, management relies on various factors,
including operating results, business plans, economic projections including expectations and assumptions regarding
the timing and degree of any economic recovery, anticipated
future cash flows, comparable market
transactions (to the extent available) and
other market data.  There are inherent
uncertainties related to these factors which require judgment in applying them
to the analysis of goodwill and indefinite-lived intangible assets for
impairment. Since judgment is involved in performing fair value measurements
used in goodwill and indefinite-lived intangible assets impairment analyses,
there is risk that the carrying values of our goodwill or indefinite-lived
intangible assets may be overstated.

We
elected to make the first day of the fourth quarter the annual impairment
assessment date for all goodwill and indefinite-lived intangible assets. In the
first step of the goodwill impairment test, the Company  we compares the fair value
of a reporting unit with its carrying amount. Fair value for the goodwill
impairment test is determined utilizing a discounted cash flow analysis based
on the Company’s future budgets  forecast cash flows
(including estimated underlying revenue and operating income growth rates)
discounted using an estimated
weighted-average cost of capital of market participants. the
market participants weighted-average cost of capital and market indicators of
terminal year cash

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flows. Other
valuation methods are  A market approach,
utilizing observable market data such as comparable companies in similar lines
of business that are publicly traded or which are part of a public or private
transaction (to the extent available), is used to corroborate
the discounted cash flow method  analysis performed at each
reporting unit. If the carrying amount of a reporting unit
exceeds its fair value, goodwill is considered potentially impaired and further
tests are performed to measure the amount of impairment loss. In the second
step of the goodwill impairment test, the Company  we
compares the implied fair value of reporting unit goodwill with the
carrying amount of the reporting unit’s goodwill. If the carrying amount of a
reporting unit’s goodwill exceeds the implied fair value of that goodwill, an
impairment loss is recognized in an amount equal to the excess of the carrying
amount of goodwill over its implied fair value. 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  We 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. Any excess of the fair value of a reporting unit over the
amounts assigned to its assets and liabilities represents the implied fair
value of goodwill.

Based on our most recent annual goodwill impairment assessment
performed during the fourth quarter of fiscal 2010, we determined that our
[Name of Reporting Unit A] within our [Name of Segment A] and our [Name of
Reporting Unit B] within our [Name of Segment B] were at risk of failing step
one of the goodwill impairment test, and are therefore at risk of a future
impairment in the event of significant unfavorable changes in the forecast cash
flows and/or weighted-average cost of capital utilized in the discounted cash
flow analyses.  The following table sets
forth information regarding at risk reporting units as of September 24,
2010 ($ in millions):

  Reporting Unit

  Segment

  % Fair Value

  Exceeds

  Carrying Value

  Goodwill as of

  September 24,

  2010

  Reporting Unit A

  Segment A

  X.X

  %

  $

  XXX

  Reporting Unit B

  Segment B

  X.X

  %

  XXX

  $

  XXX

Fair value determinations require considerable judgment and are
sensitive to changes in underlying assumptions and factors.  As a result, there can be no assurance that
the estimates and assumptions made for purposes of the annual goodwill impairment
test will prove to be accurate predictions of the future.  Examples of events or circumstances that
could reasonably be expected to negatively affect the underlying key
assumptions and ultimately impact the estimated fair value of the
aforementioned reporting units may include such items as follows:

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·                  A
prolonged downturn in the business environment in which the reporting units
operate (i.e. sales volumes and prices) especially in the commercial
construction and retailer end markets;

·                  An
economic recovery that significantly differs from our assumptions in timing or
degree;

·                  Volatility
in equity and debt markets resulting in a higher discount rates; and

·                  Unexpected
regulatory changes.

While historical performance and current expectations have resulted in
fair values of goodwill in excess of carrying values, if our assumptions are
not realized, it is possible that in the future an impairment charge may need
to be recorded.  However, it is not possible
as this time to determine if an impairment charge would result or if such a
charge would be material.”

The above example is for illustrative purposes and
will be modified based on the specific facts that exist when we file our Form 10-K
for our fiscal year ending September 24, 2010.

Definitive
Proxy Statement Incorporated by Reference Into Part III of Form 10-K

Compensation
Discussion and Analysis, page 37

Annual
Incentive Compensation, page 42

3.                                      We note
that the company performance measure used to award annual bonuses was minimum
$450 million in net income, as adjusted for items established by the
Compensation Committee and approved by the independent members of the Board in
the first quarter of fiscal 2009.  As
this measure is a non-GAAP measure, in future filings, specifically disclose
how the compensation committee calculated the measure from your audited
financial statements based upon the provisions of the Plan and, as applicable,
how and why it exercised its discretion to adjust the performance measure
further.  See Instruction 5 to Item 402(b) of
Regulation S-K.

We
acknowledge the staff’s comment and will include the information requested
above in future filings, beginning with our proxy statement for our 2011 annual
general meeting of shareholders.

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