SC TO-I/A

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

SCHEDULE TO
(Rule 13e-4)
TENDER OFFER STATEMENT UNDER SECTION 14(d)(1) OR 13(e)(1)
OF THE SECURITIES EXCHANGE ACT OF 1934

(Amendment No. 3)

TYCO INTERNATIONAL LTD.
TYCO INTERNATIONAL GROUP S.A.
(Name of Subject Company (Issuer))

TYCO INTERNATIONAL LTD.
TYCO INTERNATIONAL GROUP S.A.
(Name of Filing Persons (Offeror))

3.125% Convertible Senior Debentures due 2023
(Title of Class of Securities)

902118BE7/902118BG2
(CUSIP Number of Class of Securities)

Judith A. Reinsdorf, Esq.
c/o Tyco International Management Company
9 Roszel Road
Princeton, New Jersey 08540
(609) 720-4200
(Name, Address and Telephone Number of Person Authorized to Receive Notices
and Communications on Behalf of Filing Persons)

Copies to:
Steven R. Finley, Esq.
Gibson, Dunn & Crutcher LLP
200 Park Avenue
New York, New York 10166-0193
Tel. (212) 351-4000
Fax. (212) 351-4035

CALCULATION OF FILING FEE

Transaction Valuation*	Amount of Filing Fee**
$1,169,090,375	$35,891.07

*

Estimated solely for purposes of calculating the filing fee pursuant to Rule 0-11(b). The transaction value is based upon an assumed purchase price for the 3.125% Convertible Senior Debentures due 2023 (the "notes") of $1,557.84 per $1,000.00 principal amount. The aggregate outstanding principal amount of the Notes equals $750,456,000. The assumed purchase price per $1,000.00 principal amount was calculated as the product of the closing price of the common stock of Tyco International Ltd. on April 26, 2007, which equaled $32.52, and the conversion rate of the Notes of 45.9821 shares of the common stock of Tyco International Ltd. per $1,000.00 principal amount, plus a premium of $62.50 per $1,000.00 principal amount.

**

$30.70 per million dollars of transaction value, in accordance with Rule 0-11(b) and Fee Rate Advisory No. 7 for fiscal 2007.

ý

Check the box if any part of the fee is offset as provided by Rule 0-1 1(a)(2) and identify the filing with which the offsetting fee was previously paid. Identify the previous filing by registration statement number, or the Form or Schedule and the date of its filing.

Amount Previously Paid:	$35,891.07	Filing Party:	Tyco International Ltd. Tyco International Group S.A.
Form or Registration No.:	SC TO-I	Date Filed:	April 27, 2007

o

Check the box if the filing relates solely to preliminary communications made before the commencement of a tender offer.

Check the appropriate boxes to designate any transactions to which this statement relates:

o	third-party tender offer subject to Rule 14d-1	o	going-private transaction subject to Rule 13e-3
ý	issuer tender offer subject to Rule 13e-4	o	amendment to Schedule 13D under Rule 13d-2

Check the following box if the filing is a final amendment reporting the results of the tender offer.

INTRODUCTORY STATEMENT

        This Amendment No. 3 amends and supplements the Tender Offer Statement on Schedule TO-I filed with the Securities and Exchange Commission on April 27, 2007 by Tyco International Ltd., a company organized under the laws of Bermuda ("Tyco"), and Tyco International Group S.A. (the "Company"), a company organized under the laws of Luxembourg and a wholly owned subsidiary of Tyco, relating to the offer to purchase all of the Company's outstanding 3.125% Convertible Senior Debentures due 2023 issued by the Company on January 13, 2003 (the "Notes") and solicitation of consents to amendments to the indenture under which the Notes were issued, upon the terms and subject to the conditions set forth in the Offer to Purchase and Consent Solicitation Statement filed April 27, 2007 (the "Offer to Purchase") and in the related Consent and Letter of Transmittal. Capitalized terms used herein and not otherwise defined shall have the meanings given to them in the Offer to Purchase.

Item 11. Additional Information

        On May 23, 2007, Tyco issued a press release announcing that the Weighted Average Price used to determine the Purchase Price previously announced for the Notes was calculated in error and that the correct Weighted Average Price is $32.36 and not $32.31. Correctly calculated, the Purchase Price is $1,552.78, not $1,550.48 as previously announced. A copy of the press release is filed herewith as an exhibit to this Schedule TO-I and is incorporated herein by reference.

Item 12. Exhibits

        Item 12 of the Schedule TO-I is hereby amended and supplemented to include the following exhibit:

        (a)(5)(iv)    Press Release, dated May 23, 2007.

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SIGNATURE

        After due inquiry and to the best of my knowledge and belief, I certify that the information set forth in this Amendment No. 3 to the Schedule TO-I is true, complete and correct.

TYCO INTERNATIONAL LTD.
By:	/s/  CHRISTOPHER COUGHLIN Name: Christopher Coughlin Title: Executive Vice President and Chief Financial Officer
TYCO INTERNATIONAL GROUP S.A.
By:	/s/  KEVIN O'KELLY-LYNCH Name: Kevin O'Kelly-Lynch Title: Managing Director

Dated: May 24, 2007

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EXHIBIT INDEX

Exhibit No.	Description
(a)(1)(i)	Offer to Purchase, dated April 27, 2007.
(a)(1)(ii)	Consent and Letter of Transmittal (including Substitute Form W-9 and Guidelines for Certification of Taxpayer Identification Number on Substitute Form W-9).
(a)(1)(iii)	Letter to Brokers, Dealers, Commercial Banks, Trust Companies and other Nominees.
(a)(1)(iv)	Letter to Clients for use by Brokers, Dealers, Commercial Banks, Trust Companies and Other Nominees
(a)(5)(i)	Press Release, dated April 27, 2007.
(a)(5)(ii)	Press Release, dated May 10, 2007.
(a)(5)(iii)	Press Release, dated May 22, 2007.
(a)(5)(iv)	Press Release, dated May 23, 2007.
(b)(1)	364-Day Senior Bridge Loan Agreement (Electronics Businesses), dated April 25, 2007, among Tyco International Group S.A., Tyco International Ltd., Tyco Electronics Group S.A., Tyco Electronics Ltd., the lenders party there to and Bank of America, N.A., as Administrative Agent, incorporated by reference to Tyco's current report on Form 8-K filed on April 27, 2007.
(b)(2)	364-Day Senior Bridge Loan Agreement (Fire & Safety and Engineered Products Businesses), dated April 25, 2007, by and among Tyco International Group S.A., Tyco International Ltd., Tyco International Finance S.A., the lenders party thereto and Citibank, N.A., as Administrative Agent, incorporated by reference to Tyco's current report on Form 8-K filed on April 27, 2007.
(b)(3)	364-Day Senior Bridge Loan Agreement (Healthcare Businesses), dated April 25, 2007, by and among Tyco International Group S.A., Tyco International Ltd., Covidien International Finance S.A., Covidien, Ltd., the lenders party thereto and Citibank, N.A., as Administrative Agent, incorporated by reference to Tyco's current report on Form 8-K filed on April 27, 2007.
(d)(1)	Indenture, dated January 13, 2003, by and among Tyco International Group S.A., Tyco International Ltd. and U.S. Bank, N.A., incorporated by reference to Tyco's quarterly report on Form 10-Q for the quarter ended December 31, 2002.
(g)	Not applicable.
(h)	Not applicable.

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INTRODUCTORY STATEMENT
SIGNATURE
EXHIBIT INDEX

EX-99.(A)(5)(IV)

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Exhibit (a)(5)(iv)

TYCO ANNOUNCES CORRECTED PRICING TERMS IN CONNECTION WITH THE TENDER
OFFER AND CONSENT SOLICITATION RELATED TO 3.125% CONVERTIBLE SENIOR
DEBENTURES DUE 2023

PEMBROKE, Bermuda—May 23, 2007—Tyco International Ltd. ("Tyco") (NYSE: TYC; BSX: TYC) announced today that the volume weighted average price ("VWAP") used to determine the offer price previously announced for Tyco International Group S.A.'s 3.125% Convertible Senior Debentures due 2023 was calculated in error and that the correct VWAP is $32.36 and not $32.31. Correctly calculated, the offer price is $1,552.78, not $1,550.48 as previously announced.

Information Relating to Tender Offer

        Goldman, Sachs & Co. and Morgan Stanley are the Dealer Managers for the tender offer and Solicitation Agents for the consent solicitation. Investors with questions regarding the tender offer may contact Goldman, Sachs & Co. at (212) 902-9077 or (800) 828-3182 (toll free) and Morgan Stanley at (212) 761-1941 or (800) 624-1808 (toll free). Global Bondholder Services Corporation is the Information Agent and Depositary and can be contacted at (212) 430-3774 (collect) or in relation to the tender offer and the consent solicitation, at (866) 470-3700 (toll free).

        None of Tyco or its subsidiaries referred to herein, their respective governing bodies, the Information Agent, the Depositary or the Dealer Managers make any recommendation as to whether holders of any of the notes referred to in this press release should tender or refrain from tendering or as to whether holders of such notes should provide consents to the proposed amendments. This press release does not constitute an offer to purchase any securities.

        Tyco and its subsidiaries expressly reserve the right, in their sole discretion, subject to applicable law to: (i) terminate prior to the relevant expiration date the tender offer and consent solicitation and not accept for payment any notes not theretofore accepted for payment; (ii) waive on or prior to the relevant expiration date any and all of the conditions of the tender offer and the consent solicitation; (iii) extend the relevant expiration date; and (iv) amend the terms of the tender offer or consent solicitation. The foregoing rights are in addition to their right to delay acceptance for payment of notes tendered under the tender offer or the payment for notes accepted for payment in order to comply in whole or in part with any applicable law, subject to Rule 14e-1(c) under the Securities Exchange Act of 1934, as amended (the "Exchange Act") with respect to the tender offers, to the extent applicable, which requires that an offeror pay the consideration offered or return the securities deposited by or on behalf of the holders thereof promptly after the termination or withdrawal of a tender offer; and receipt of the required consents to implement the proposed amendments.

        This press release is for informational purposes only and is not an offer to buy, or the solicitation of an offer to sell, any of the notes. The full details of the tender offer for the notes, including complete instructions on how to tender notes have been included in the offer to purchase and consent solicitation statement, the letter of transmittal and related materials. Holders are strongly encouraged to read carefully the offer to purchase and consent solicitation statement, the letter of transmittal and any other related materials, including materials filed with the Securities and Exchange Commission, because they contain important information.

        Holders of notes may obtain a copy of the tender offer and consent solicitation statement, free of charge, from Global Bondholder Services Corporation, the information agent in connection with the tender offer and consent solicitation for the notes, by calling toll-free at (866) 470-3700 or (212) 430-3774 (bankers and brokers can call collect at 212-430-3774). Holders of notes are urged to carefully read these materials prior to making any decisions with respect to the tender offer and consent solicitation.

About Tyco

        Tyco International Ltd. is a global, diversified company that provides vital products and services to customers in four business segments: Electronics, Fire & Security, Healthcare, and Engineered Products & Services. With 2006 revenue of $41 billion, Tyco employs approximately 240,000 people worldwide. More information on Tyco can be found at www.tyco.com.

Forward-Looking Statements

This release may contain certain forward-looking statements. These statements are based on management's current expectations and are subject to risks, uncertainty and changes in circumstances, which may cause actual results, performance or achievements to differ materially from anticipated results, performance or achievements. All statements contained herein that are not clearly historical in nature are forward-looking and the words "anticipate," "believe," "expect," "estimate," "plan," and similar expressions are generally intended to identify forward-looking statements. The forward-looking statements in this release include statements addressing the following subjects: future financial condition and operating results. Economic, business, competitive and/or regulatory factors affecting Tyco's businesses are examples of factors, among others, that could cause actual results to differ materially from those described in the forward-looking statements. Tyco is under no obligation to (and expressly disclaims any such obligation to) update or alter its forward-looking statements whether as a result of new information, future events or otherwise. More detailed information about these and other factors is set forth in Tyco's Annual Report on Form 10-K and 10-K/A for the fiscal year ended Sept. 29, 2006 and in Tyco's Quarterly Report on Form 10-Q and for the fiscal quarter ended March 30, 2007.

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TYCO ANNOUNCES CORRECTED PRICING TERMS IN CONNECTION WITH THE TENDER OFFER AND CONSENT SOLICITATION RELATED TO 3.125% CONVERTIBLE SENIOR DEBENTURES DUE 2023