Pursuant to Rule 424(b)(1)
                                          relating to Registration No. 333-33779

PROSPECTUS SUPPLEMENT
(To Prospectus dated August 22, 1997)

                                5,424,964 Shares

                             TYCO INTERNATIONAL LTD.

                                  COMMON SHARES
                             -----------------------


     This  Prospectus  Supplement  and the  accompanying  Prospectus  relate  to
5,424,964  common shares (the  "Shares"),  par value $.20 per share (the "Common
Shares"),  of  Tyco  International  Ltd.,  a  Bermuda  company  ("Tyco"  or  the
"Company"), offered hereby (the "Offering") by Westar Capital, Inc. (the "Westar
Selling  Shareholder"),  and sold by  Donaldson,  Lufkin &  Jenrette  Securities
Corporation ("DLJ"). The Common Shares are listed on the New York Stock Exchange
(the "NYSE")  under the symbol "TYC" as well as on the London and Bermuda  Stock
Exchanges.  On September 8, 1997, the last sale price of the Common  Shares,  as
reported on the NYSE, was $81 5/8 per share.


                             -----------------------


THESE SECURITIES HAVE NOT BEEN APPROVED OR DISAPPROVED BY THE SECURITIES AND
     EXCHANGE COMMISSION OR ANY STATE SECURITIES COMMISSION NOR HAS THE
          SECURITIES AND EXCHANGE COMMISSION OR ANY STATE SECURITIES
               COMMISSION PASSED UPON THE ACCURACY OR ADEQUACY OF THIS
                    PROSPECTUS SUPPLEMENT OR THE PROSPECTUS.
                       ANY REPRESENTATION TO THE CONTRARY
                             IS A CRIMINAL OFFENSE.

     The Shares will be purchased from the Westar Selling  Shareholder by DLJ at
a price of $82 1/4 per share  (resulting in $446,203,289  aggregate net proceeds
(before expenses) to the Westar Selling Shareholder).

     The  Shares  may be  offered  by DLJ  from  time  to  time  in one or  more
transactions  (which may involve  block  transactions)  on the NYSE, or on other
national  securities  exchanges  on which the Common  Shares are traded,  in the
over-the-counter  market, through negotiated transactions or otherwise at market
prices  prevailing  at the time of the sale or at prices  otherwise  negotiated,
subject to prior sale, when, as and if delivered to and accepted by DLJ.

     The Company has agreed to indemnify DLJ and the Westar Selling  Shareholder
against certain liabilities,  including  liabilities under the Securities Act of
1933, as amended (the "Securities Act").


                             -----------------------


     The Shares are offered,  subject to prior sale, when, as and if accepted by
DLJ.  It is  expected  that  delivery  of the  Shares  will be made on or  about
September  12,  1997 at the  office of DLJ,  New  York,  N.Y.,  against  payment
therefor in immediately available funds.


                             -----------------------


                          DONALDSON, LUFKIN & JENRETTE
                             SECURITIES CORPORATION


September 9, 1997





     No  dealer,  salesperson  or  any  other  person  has  been  authorized  in
connection  with any offering made hereby to give any information or to make any
representations  other than those contained or incorporated by reference in this
Prospectus Supplement or the accompanying Prospectus, and if given or made, such
information or representations must not be relied upon as having been authorized
by  the  Company,  the  Westar  Selling  Shareholder  or  DLJ.  This  Prospectus
Supplement and the accompanying Prospectus do not constitute an offer to sell or
a  solicitation  of an offer to buy any security  other than the Shares  offered
hereby, nor do they constitute an offer to sell or a solicitation of an offer to
buy any of the Shares offered hereby by anyone in any jurisdiction in which such
offer or  solicitation  is not  authorized,  or in which the person  making such
offer or  solicitation  is not qualified to do so or to any person to whom it is
unlawful  to make such  offer or  solicitation.  Neither  the  delivery  of this
Prospectus Supplement or the accompanying Prospectus nor any sale made hereunder
shall,  under any  circumstances,  create any implication that there has been no
change in the affairs of the Company since the date hereof.

     IN CONNECTION  WITH THIS  OFFERING,  DLJ MAY ENGAGE IN  TRANSACTIONS  WHICH
STABILIZE,  MAINTAIN  OR  OTHERWISE  AFFECT  THE  PRICE  OF THE  COMMON  SHARES,
SPECIFICALLY,  DLJ MAY  OVERALLOT IN CONNECTION  WITH THE OFFERING,  AND MAY BID
FOR, AND PURCHASE,  THE SHARES IN THE OPEN MARKET.  FOR A  DESCRIPTION  OF THESE
ACTIVITIES, SEE "PLAN OF DISTRIBUTION".

                              CURRENT DEVELOPMENTS

     On August 27, 1997, Tyco completed its  acquisition of INBRAND  Corporation
(the "INBRAND Transaction").  On August 29, 1997, Tyco completed its acquisition
of Keystone International, Inc. (the "Keystone Transaction").  Approximately 5.1
million Common Shares were issued in the INBRAND Transaction,  and approximately
17.4 million Common Shares were issued in the Keystone Transaction.

                              PLAN OF DISTRIBUTION

     DLJ has agreed to purchase,  and the Westar Selling  Shareholder has agreed
to sell the Shares.  The obligation of DLJ to pay for and accept delivery of the
Shares is subject to certain other conditions.  DLJ is obligated to take and pay
for all the Shares if any are taken.

     In order to  facilitate  the  Offering  of the  Shares,  DLJ may  engage in
transactions  that  stabilize,  maintain  or  otherwise  affect the price of the
Shares.  Specifically,  DLJ may  overallot  in  connection  with  the  Offering,
creating a short  position in the Shares for its own account.  In  addition,  to
cover  overallotments or to stabilize the price of the Shares,  DLJ may bid for,
and purchase, Common Shares in the open market. Finally, DLJ may reclaim selling
concessions allowed to an underwriter or a dealer for distributing the Shares in
the Offering, if DLJ repurchases  previously  distributed Shares in transactions
to cover short  positions,  in stabilization  transactions or otherwise.  Any of
these  activities may stabilize or maintain the market price of the Shares above
independent market levels. DLJ is not required to engage in these activities and
may end any of these activities at any time.



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