SEC FORM 3

SEC Form 3

FORM 3

UNITED STATES SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549

INITIAL STATEMENT OF BENEFICIAL OWNERSHIP OF SECURITIES

Filed pursuant to Section 16(a) of the Securities Exchange Act of 1934
or Section 30(h) of the Investment Company Act of 1940

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1. Name and Address of Reporting Person^*

NAYAR ARUN

(Last)

(First)

(Middle)

9 ROSZEL ROAD

(Street)

PRINCETON

08540

(City)

(State)

(Zip)

2. Date of Event Requiring Statement (Month/Day/Year)
03/13/2008

3. Issuer Name and Ticker or Trading Symbol
TYCO INTERNATIONAL LTD /BER/ [ TYC ]

4. Relationship of Reporting Person(s) to Issuer
(Check all applicable)

	Director	10% Owner
X	Officer (give title below)	Other (specify below)
	SVP,Treasurer

5. If Amendment, Date of Original Filed (Month/Day/Year)

6. Individual or Joint/Group Filing (Check Applicable Line)

X	Form filed by One Reporting Person
	Form filed by More than One Reporting Person

Table I - Non-Derivative Securities Beneficially Owned
1. Title of Security (Instr. 4)	2. Amount of Securities Beneficially Owned (Instr. 4)	3. Ownership Form: Direct (D) or Indirect (I) (Instr. 5)	4. Nature of Indirect Beneficial Ownership (Instr. 5)

Table II - Derivative Securities Beneficially Owned (e.g., puts, calls, warrants, options, convertible securities)
1. Title of Derivative Security (Instr. 4)	2. Date Exercisable and Expiration Date (Month/Day/Year)		3. Title and Amount of Securities Underlying Derivative Security (Instr. 4)		4. Conversion or Exercise Price of Derivative Security	5. Ownership Form: Direct (D) or Indirect (I) (Instr. 5)	6. Nature of Indirect Beneficial Ownership (Instr. 5)
1. Title of Derivative Security (Instr. 4)	Date Exercisable	Expiration Date	Title	Amount or Number of Shares	4. Conversion or Exercise Price of Derivative Security	5. Ownership Form: Direct (D) or Indirect (I) (Instr. 5)	6. Nature of Indirect Beneficial Ownership (Instr. 5)
Restricted Stock Units⁽¹⁾	03/12/2011	⁽¹⁾	Common Shares	42,955	⁽¹⁾	D
Restricted Stock Units⁽¹⁾	03/12/2013	⁽¹⁾	Common Shares	12,025	⁽¹⁾	D

Explanation of Responses:

1. Restricted Stock Units ("RSUs") were issued under the Tyco International Ltd.(the "Company") 2004 Stock and Incentive Plan (the "Plan") at an RSU value based on the closing price of Tyco common stock on the date of grant. The RSUs reported on this form vest on either the third or fifth anniversary of the grant date and convert at a ratio of one-to-one. The RSUs do not have an expiry date, but may be forfeited prior to vesting.

Remarks:

poanayar.TXT

	John S. Jenkins, attorney-in-fact	03/17/2008
	** Signature of Reporting Person	Date
Reminder: Report on a separate line for each class of securities beneficially owned directly or indirectly.
* If the form is filed by more than one reporting person, see Instruction 5 (b)(v).
** Intentional misstatements or omissions of facts constitute Federal Criminal Violations See 18 U.S.C. 1001 and 15 U.S.C. 78ff(a).
Note: File three copies of this Form, one of which must be manually signed. If space is insufficient, see Instruction 6 for procedure.
Persons who respond to the collection of information contained in this form are not required to respond unless the form displays a currently valid OMB Number.