As filed with the Securities and Exchange Commission on November 8, 1999
                                                Filed pursuant to Rule 424(b)(3)
                                            Registration Statement No. 333-33779

Supplement dated November 8, 1999
to Prospectus dated August 22, 1997

                                      2,342

                             TYCO INTERNATIONAL LTD.

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


         This  prospectus  supplement  relates to an  aggregate  of 2,342 common
shares,  nominal value US$0.20 per share of Tyco  International  Ltd., a Bermuda
company, offered by a certain shareholder of Tyco.

         You should read this prospectus  supplement in conjunction  with Tyco's
prospectus dated August 22, 1997.

         Tyco common  shares are listed on the New York Stock  Exchange  and the
Bermuda  Stock  Exchange  under the symbol TYC and on the London Stock  Exchange
under the symbol TYI.  On  November  5, 1999,  the last sale price of the common
shares, as reported on the New York Stock Exchange, was $39.1875.

         Neither the Securities and Exchange Commission nor any state securities
commission  has  approved or  disapproved  of the shares or  determined  if this
document  is truthful  or  complete.  Any  representation  to the  contrary is a
criminal offense.

         Shares may be offered by the selling  shareholder  from time to time in
one or more transactions through ordinary brokerage transactions on the New York
Stock  Exchange,  in  the  over-the-counter   market,  in  privately  negotiated
transactions or otherwise, at market prices prevailing at the time of sale or at
prices otherwise negotiated.  Tyco will not receive any of the proceeds from the
sale by the selling shareholder.

         Tyco has agreed to indemnify the selling  shareholder  against  certain
liabilities, including liabilities under the Securities Act of 1933.

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

                 The date of this supplement is November 8, 1999



         No  person  is  authorized  to give  any  information  or to  make  any
representations  other than those contained or incorporated by reference in this
prospectus supplement or the prospectus, and, if given or made, such information
or representations  must not be relied upon as having been authorized by Tyco or
the selling  shareholder.  This prospectus  supplement and the prospectus do not
constitute an offer to sell or a solicitation  of an offer to buy any securities
other than the securities described in this prospectus supplement or an offer to
sell or a solicitation of an offer to buy such  securities in any  circumstances
in which such offer or  solicitation  is unlawful.  Neither the delivery of this
prospectus  supplement  or the  prospectus,  nor any  sale  made  hereunder  and
thereunder shall, under any circumstance,  create any implication that there has
been no change in the affairs of Tyco since the date hereof or that  information
contained or  incorporated  by reference  herein or therein is correct as of any
time subsequent to the date of such information.

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

                               Selling Shareholder

         The shares offered by the selling shareholder were issued upon exercise
of A Warrants and B Warrants to acquire Tyco common shares.  For a discussion of
these warrants, see "Selling  Shareholders--The Kendall Selling Securityholders"
in the prospectus.

         The following table sets forth the name of the selling shareholder, the
number of Tyco common shares beneficially owned by the selling shareholder as of
the date of this  prospectus  supplement  and the number of Tyco  common  shares
offered hereby.

                                         Common Shares        Common Shares
                                      Beneficially Owned     Offered Hereby

Name of Shareholder
Westhrift Life Insurance                     2,342              2,342(1)

- -----------------------
(1)      Shares acquired upon the exercise of A Warrants to acquire 1,130 shares
         and B Warrants to acquire 1,212 shares.

                              Current Developments

Acquisition of Raychem Corporation

         On August  12,  1999,  Tyco  consummated  its  acquisition  of  Raychem
Corporation.  In the transaction,  a subsidiary of Tyco paid approximately $1.45
billion in cash and delivered  approximately  32.4 million Tyco common shares to
Raychem  stockholders  and assumed  approximately  $590 million of Raychem debt.
Raychem,  with fiscal 1998 revenues of $1.8 billion, is a leading  international
designer,  manufacturer and distributor of high-performance electronics products
for OEM  businesses,  and for a broad range of  specialized  telecommunications,
energy  and  industrial  applications,  and  will be  integrated  within  Tyco's
Telecommunications and Electronics group (formerly the Electrical and Electronic
Components group). Tyco has accounted for the acquisition as a purchase.

Disposition of Assets

         On August  17,  1999,  Tyco  announced  the  completion  of the sale of
certain  businesses  within its Flow Control  Products  division,  including The
Mueller Company and Grinnell Supply Sales and  Manufacturing,  for approximately
$810 million in cash.

Private Sale of Notes

         In August 1999, a subsidiary  of Tyco  consummated  the private sale of
$500 million  aggregate  principal  amount of its floating  rate notes due

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2000,  $500 million  aggregate  principal  amount of its floating rate notes due
2001, $1 billion  aggregate  principal amount of 6 7/8% notes due 2002 and (Y)10
billion  (approximately $89.7 million) aggregate principal amount of 0.57% notes
due 2000. The net proceeds of  approximately  $2.08 billion were used to repay a
portion of the borrowings  under the $3.90 billion  commercial  paper program of
the issuing subsidiary.

Pending Acquisition of AFC Cable Systems, Inc.

         On August 31, 1999, Tyco announced that a subsidiary had entered into a
merger agreement to acquire AFC Cable Systems,  Inc., a manufacturer of prewired
armor cable.  The merger  agreement  provides that AFC Cable  stockholders  will
receive a fraction of a Tyco share  valued at $45.00 per share for each share of
AFC Cable.  The value of a Tyco share for these  purposes  will be an average of
the daily volume  weighted  average of the per share  selling  prices on the New
York Stock Exchange of Tyco common shares over the five consecutive trading days
ending on  November  16,  1999,  the  fourth  trading  day  before the AFC Cable
stockholders meeting. If the average share price is less than $45.59, the merger
agreement may be terminated  under certain  circumstances.  The closing price of
Tyco common  shares on the New York Stock  Exchange on the date of this document
was less than $45.59.  The transaction is contingent  upon customary  regulatory
review  and  approval  by  AFC  Cable  stockholders.  A  meeting  of  AFC  Cable
stockholders  to vote on the transaction is scheduled to be held on November 22,
1999.

Pending Acquisition of Siemens EC

         On  September  28,  1999,  Tyco  announced  that it had entered  into a
definitive agreement to acquire Siemens Electromechanical  Components GmbH & Co.
KG from  Siemens AG for  approximately  $1.1  billion in cash.  Siemens EC, with
annual sales of  approximately  $900  million,  is the world  market  leader for
relays  and  one  of  the  world's  leading   providers  of  components  to  the
communications,  automotive, consumer and general industry sectors. Consummation
of the transaction is subject to regulatory approval.

                                  Legal Matters

         The validity of the Tyco common shares  offered  hereby has been passed
upon for Tyco by Appleby, Spurling & Kempe.

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