EXHIBIT 99.1

                     [LETTERHEAD OF PRICEWATERHOUSECOOPERS]

February 18, 2002

Mr. John F. Fort
Audit Committee Chairman
Tyco International Ltd.
Zurich Centre
2nd Floor
90 Pitts Bay Road
Pembroke, HM08 Bermuda

Dear John:

    As you know, we meet with you and the other members of the Audit Committee
periodically to discuss our worldwide audit approach and areas of audit focus
for the purpose of our overall annual audit of Tyco International Ltd. ("Tyco"
or the "Company"). Our audits of the consolidated financial statements of Tyco
as of September 30, 2001 and 2000, and for the three years ended September 30,
2001 comprised audit test and procedures deemed necessary for the purpose of
expressing an opinion on such financial statements taken as a whole. We
conducted our audits of these statements in accordance with auditing standards
generally accepted in the United States of America, which require that we plan
and perform the audit to obtain reasonable assurance about whether the financial
statements are free of material misstatements. For none of the periods referred
to above, or for any other period, did we perform audit tests for the purpose of
expressing an opinion on individual balances of accounts or summaries of
selected transactions, and accordingly, we express no opinion thereon. As a
reminder, the financial statements of the Company are the responsibility of the
Company's management; our responsibility is to express an opinion on these
financial statements based on our audits.

    One of the areas of our audit focus on Tyco relates to business
combinations. The nature of the procedures that we perform related to any
specific business combination is dependent on the nature and materiality of the
transaction. Each significant business combination may have unique
characteristics, and accordingly we exercise independent judgment as to what
audit procedures related to any specific business combination are necessary to
support our audit opinion on the financial statements of Tyco taken as a whole.

    A business combination work plan to achieve the audit objectives in
conjunction with our overall audit would likely include some combination of the
following procedures, depending on individual facts and circumstances:

    - Evaluate the Company's overall application of purchase accounting
      (consideration minus fair value of assets acquired and liabilities assumed
      plus purchase accounting liabilities=excess purchase price)

       - Obtain the Company's analysis of consideration with respect to the
         exchange of shares and stock options/restricted stock

       - Review the associated deal costs

    - Read the acquisition agreement

    - Meet the acquired company's auditors and review the acquired company's
      audit work papers (our procedures with respect to the acquired company
      would not be designed to provide any assurance on the acquired company's
      financial statements)

    - In connection with the acquired company's results for the period
      subsequent to the last published financial statements through the
      acquisition consummation date (pre-acquisition period):

       - Obtain detailed explanations for unusual trends

       - Discuss with acquired company management and prior auditors basis for
         any unusual charges

    - Perform audit procedures on opening balance sheet of significant
      acquisitions

       - Assess the fair value adjustments recorded by the Company (inventory,
         A/R, environmental, legal, other long-term commitments, etc.) to the
         opening balance sheet

       - Evaluate the Company's allocation of purchase price to assets (both
         tangible and intangible) and liabilities

       - Obtain and read any external valuations relied upon by the Company in
         allocating purchase price

    - Evaluate the purchase accounting liabilities recorded by Tyco, if any,
      including integration plans, severance agreements, facility
      consolidations, and other long-term obligations (leases)

    - Consider any subsequent adjustments recorded by the Company to fair value
      adjustments or purchase accounting liabilities

    - Evaluate any adjustments recorded by Tyco related to contingent
      consideration (earn outs or purchase price adjustments)

    - Evaluate the audit evidence related to the Company's subsequent spending
      for the purchase accounting liabilities on a quarterly basis

    - Read any registration statements and related disclosure with respect to
      the acquisition (Form S-4, prospectus/proxy statement)

    - Inquire as to pro forma disclosures, if required for Tyco's SEC filings

    - Obtain the significant subsidiary test prepared by the Company to
      determine if acquired company financial statements are required to be
      filed as part of the registration statement

    - Consent to our audit opinion as part of any registration statement

    As stated above, based on the characteristics of each transaction, we
develop and execute work plans necessary to deliver our audit opinion on the
overall consolidated financial statements of Tyco.

    If you have any questions, do not hesitate to call me.

                                          Sincerely,
                                          /s/ RICK SCALZO
                                          Rick Scalzo