8-K

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

WASHINGTON, DC 20549

FORM 8-K

CURRENT REPORT

Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934

Date of Report (Date of earliest event reported): September 8, 2005

TYCO INTERNATIONAL LTD.

(Exact Name of Registrant as Specified in its Charter)

Bermuda	98-0390500
(Jurisdiction of Incorporation)	(IRS Employer Identification Number)

001-13836

(Commission File Number)

Second Floor, 90 Pitts Bay Road

Pembroke, HM 08, Bermuda

(Address of Principal Executive Offices, including Zip Code)

441-292-8674

(Registrant’s Telephone Number, including Area Code)

Check the appropriate box below if the form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions:

oWritten communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)

oSoliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)

oPre-commencement communications pursuant to Rule 14d-2 (b) under the Exchange Act (17 CFR 240.14d-2 (b))

oPre-commencement communications pursuant to Rule 13e-4(c) under the  Exchange Act (17 CFR 240.13e-4(c))

Item 7.01  Regulation FD Disclosure

On September 8, 2005, the Company issued the press release attached as Exhibit 99.1 to this report and incorporated in this Item 7.01 by reference.

Item 9.01 Financial Statements and Exhibits

(c)Exhibits

Exhibit No.	Description
99.1	Press release issued September 8, 2005

2

SIGNATURES

Pursuant to the requirements of the Securities Exchange Act of 1934, the Registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.

	TYCO INTERNATIONAL LTD.
	By:	/s/ William B. Lytton
		William B. Lytton
		Executive Vice President and General Counsel
Date: September 8, 2005

3

EXHIBIT INDEX

Exhibit No.	Description
99.1	Press release issued September 8, 2005

4

EX-99.1

Exhibit 99.1

NEWS

Tyco International Ltd.
90 Pitts Bay Road, 2nd Floor
Pembroke HM 08, Bermuda
Phone: 441-292-8674

FOR IMMEDIATE RELEASE

Contacts:
News Media	Investor Relations
Marty Dauer 609-720-4387	Ed Arditte 609-720-4621
	John Roselli 609-720-4624

TYCO CHAIRMAN AND CEO ED BREEN TO SPEAK AT THE
MORGAN STANLEY CEOs UNPLUGGED INDUSTRIAL CONFERENCE

PEMBROKE, Bermuda —Sept. 8, 2005 — Tyco International Ltd. (NYSE: TYC; BSX: TYC) Chairman and Chief Executive Officer Ed Breen will speak at the Morgan Stanley CEOs Unplugged Industrial Conference on Tuesday, Sept. 13, 2005 at 9:00 a.m. EDT. Investors and others who are interested are invited to listen to a live “audio-only” webcast of Breen’s presentation, or view supporting materials, on the company’s web site at: http://investors.tyco.com.

                Tyco International Ltd. is a global, diversified company that provides vital products and services to customers in five business segments: Fire & Security, Electronics, Healthcare, Engineered Products & Services, and Plastics & Adhesives. With 2004 revenue of $40 billion, Tyco employs approximately 250,000 people worldwide. More information on Tyco can be found at www.tyco.com.

#   #   #