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): July 25, 2008

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 July 25, 2008, the Company issued a press release announcing its acquisition of substantially all of the assets of Sensormatic Security Corporation.  A copy of the press release is attached hereto as Exhibit 99.1 and incorporated by reference in this Item 8.01.

On July 25, 2008, the Company substantially completed the previously announced sale of a portion of its Infrastructure Services business for cash and other consideration of approximately $455 million.  Certain assets in China were excluded from the closing and are expected to be transferred to the purchaser, AECOM Technology Corporation, for additional consideration of approximately $55 million once necessary consents and approvals are obtained.   Infrastructure Services, which operates under the name Earth Tech, Inc., provides consulting, engineering, construction management and operating services for the water, wastewater, environmental, transportation and facilities markets.

Item 9.01.  Financial Statements and Exhibits.

(c) Exhibits.

Exhibit No.	Description
99.1	Press Release dated July 25, 2008

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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
		John S. Jenkins
		Vice President and Corporate Secretary
Date: July 28, 2008

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EX-99.1

Exhibit 99.1

FOR IMMEDIATE RELEASE

Contacts:	News Media	Investor Relations
	Paul Fitzhenry	Ed Arditte
	609-720-4261	609-720-4621
	pfitzhenry@tyco.com	Antonella Franzen
		609-720-4665

Tyco International Acquires Last Major Sensormatic® Franchise

PEMBROKE, Bermuda, July 25, 2008 — Tyco International Ltd. (NYSE: TYC, BSX: TYC) announced today an agreement to purchase substantially all of the assets of Sensormatic Security Corporation (SSC) for approximately $81 million. SSC is a franchisee of Sensormatic Electronics Corporation in the states of Virginia and Maryland and in the District of Columbia.

Sensormatic Electronics Corporation originally granted the franchise to SSC more than 40 years ago, prior to Tyco’s acquisition of Sensormatic in 2001. It is the last remaining major Sensormatic franchise. Under the original agreement, SSC was granted rights to sell, install and service certain Sensormatic products and entitled to commissions on certain Sensormatic products sold, installed or shipped into its franchise territories by other companies.

The transaction is expected to close as soon as practicable following satisfaction of all closing conditions. Contemporaneously, Sensormatic and SSC will also settle the previously disclosed litigation between the parties related to the SSC franchise.

Sensormatic, part of Tyco International, is the industry leading provider of retail loss prevention solutions. The Sensormatic solutions portfolio is sold through ADT and Tyco partners around the world.

ABOUT TYCO INTERNATIONAL

Tyco International (NYSE: TYC) is a diversified, global company that provides vital products and services to customers in more than 60 countries. Tyco is a leading provider of security products and services, fire protection and detection products and services, valves and controls, and other industrial products. Tyco had 2007 revenue of more than $18 billion and has 118,000 employees worldwide. More information on Tyco can be found at www.tyco.com.

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