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): May 25, 2007

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:

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

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

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

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

Item 8.01 Other Events

On May 25, 2007, Tyco International Ltd. announced the aggregate principal amount of various notes issued by Tyco International Ltd., Tyco International Group S.A. and certain of their subsidiaries that had been validly tendered and not validly withdrawn pursuant to the terms and conditions of the tender offers and consent solicitations launched on April 27, 2007 by the issuers of such notes.  The tender offers expired at 12:00 midnight, New York City time, on Thursday, May 24, 2007.  A copy of the press release announcing the results of the tender offers and consent solicitations is attached as Exhibit 99.1 to this report and is incorporated herein by reference.

Item 9.01 Financial Statements and Exhibits

(c)           Exhibits

Exhibit No.	Description
99.1	Press release issued May 25, 2007

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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/ John S. Jenkins, Jr.
	Name:	John S. Jenkins, Jr.
	Title:	Vice President and Secretary
Date: May 25, 2007

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Exhibit Index

Exhibit No.	Description
99.1	Press release issued May 25, 2007

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