November 1, 2005


Via Facsimile (404) 527-4198

Thomas Wardell, Esq.
McKenna Long & Aldridge LLP
303 Peachtree Street, Suite 5300
Atlanta, GA 30308
(404) 527-4000

Re:	Tyco International LTD.
	Schedule TO-I filed October 19, 2005
      SEC File No. 005-43685

Dear Mr. Wardell:

      We have the following comments on the above-referenced
filing. Please understand that the purpose of our review process
is to assist you in your compliance with the applicable disclosure
requirements and to enhance the overall disclosure in your filing.
We look forward to working with you in these respects.  We welcome
any questions you may have about our comments or on any other aspect
of our review.  Feel free to call us at the telephone numbers listed
at the end of this letter.

Schedule TO-I
Summary Term Sheet, page 1

1. Please revise your characterization of the information in the
summary as "not complete."  The summary term sheet must describe
the most material terms of the proposed transaction.  The summary
term sheet must provide security holders with sufficient information
to understand the essential features and significance of the proposed
transaction.  Please see Item 1 of Schedule TO and Item 1000 of
Regulation M-A.  Such summary may not be characterized as
incomplete.

Closing Comments

	In connection with responding to our comments, please
provide, in writing, a statement from the company acknowledging that:

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

* staff comments or changes to disclosure in response to staff
comments in the filings reviewed by the staff do not foreclose the
Commission from taking any action with respect to the filing; and

* the company may not assert staff comments as a defense in any
proceeding initiated by the Commission or any person under the
federal securities laws of the United States.

      In addition, please be advised that the Division of
Enforcement has access to all information you provide to the staff
of the Division of Corporation Finance in our review of your filing
or in response to our comments on your filing.

      As appropriate, please amend your documents in response to
these comments.  You may wish to provide us with marked copies of
the amendment, if required, to expedite our review.  Please furnish a
cover letter with your amendment that keys your responses to our
comments and provides any requested supplemental information.
Detailed cover letters greatly facilitate our review.  Please file
your cover letter on EDGAR.  Please understand that we may have
additional comments after reviewing your amendment and responses
to our comments.

      Please direct any questions to me at (202) 551-3257 or by
facsimile at (202) 772-9203.

      						Very truly yours,



							Celeste M. Murphy
							Special Counsel
							Office of Mergers
							and Acquisitions