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): March 2, 2006

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 March 2, 2006, the Company issued the press release attached as Exhibit 99.1 to this report and it is 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 March 2, 2006

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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.
	(Registrant)
	By:	/s/ Carol Anthony Davidson
		Carol Anthony Davidson
		Senior Vice President, Controller, and Chief Accounting Officer
Date: March 3, 2006

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EXHIBIT INDEX

Exhibit No.	Description
99.1	Press release issued March 2, 2006

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EX-99.1

Exhibit 99.1

FOR IMMEDIATE RELEASE

Contacts:	News Media	Investor Relations
	Sheri Woodruff	Ed Arditte
	609-720-4399	609-720-4621
	swoodruff@tyco.com	Karen Chin
		609-720-4398

TYCO TO HOST 2006 ANNUAL GENERAL MEETING OF SHAREHOLDERS

PEMBROKE, Bermuda - March 2, 2006 - Tyco International Ltd. (NYSE: TYC; BSX: TYC) will host its 2006 annual general meeting of shareholders on Thursday, March 9, 2006 at 9:00 am (EST) at the MODIS Building, 1 Independent Drive in Jacksonville, Fla.  The program will include a company update from Chairman and CEO Ed Breen, as well as shareholder voting on the proposals listed in the company’s proxy statement.

The meeting will be simultaneously audio cast in a listen-only mode and can be accessed in two ways:

•At Tyco’s website: http://investors.tyco.com with a replay available until April 10, 2006.

•By telephone dial-in. The telephone dial-in number for participants in the United States is (866) 711-8198. The telephone dial-in number for participants outside the United States is  (617) 597-5327. The access code for all callers is 49309160.

•An audio replay of the call will be available beginning at 11:00 am (EST) on March 9, 2006 and ending at 11:00 pm (EST) on April 10, 2006.  The dial-in number for participants in the United States is (888) 286-8010.  For participants outside the United States the replay dial-in number is (617) 801-6888.  The replay access code for all callers is 45000505.

ABOUT TYCO INTERNATIONALTyco International Ltd. is a global, diversified company that provides vital products and services to customers in four business segments: Fire & Security, Electronics, Healthcare, and Engineered Products & Services.  With 2005 revenue of $40 billion, Tyco employs approximately 250,000 people worldwide. More information on Tyco can be found at www.tyco.com.

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