S-8

As filed with the Securities and Exchange Commission on July 30, 2003

Registration Statement No. 333-            

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

FORM S-8

REGISTRATION STATEMENT

UNDER

THE SECURITIES ACT OF 1933

Tyco International Ltd.

(Exact Name of Registrant as Specified in Its Charter)

Bermuda	04-2297459
(Jurisdiction of Incorporation)	(I.R.S. Employer Identification No.)

The Zurich Centre, Second Floor

90 Pitts Bay Road

Pembroke HM 08, Bermuda

441-292-8674

(Address of Registrant’s Principal Executive Offices)

Tyco Employee Stock Purchase Plan

(Full Title of the Plan)

David J. FitzPatrick

c/o Tyco International (US) Inc.

273 Corporate Drive, Suite 100

Portsmouth, NH 03801

603-334-3900

(Name, address, including zip code, and telephone number, including area code, of agent for service)

Copies to:

Judith Reinsdorf

9 West 57^th Street

New York, New York 10019

(212) 424-1300

Calculation of Registration Fee

Title of Securities Being Registered	Amounts to be Registered (1)	Proposed Maximum Offering Price Per Share (2)	Proposed Maximum Aggregate Offering Price (2)	Amount of Registration Fee (3)
Common Shares, $0.20 par value	5,000,000 shares	$18.95	$94,750,000	$7,666

(1) This registration statement relates to 5,000,000 Common Shares, $0.20 par value, of Tyco International Ltd. (“Common Shares”) that may be issued under the Tyco Employee Stock Purchase Plan (the “Plan”). This registration statement also relates to such indeterminate number of additional Common Shares as may be required pursuant to the Plan in the event of a stock dividend, stock split, split-up, recapitalization, forfeiture of stock under the Plan or other similar event.

(2) This estimate is made pursuant to Rule 457(c) and (h) under the Securities Act of 1933, as amended (the “Securities Act”) solely for the purposes of determining the amount of the registration fee. The price per share and aggregate offering price is based on the average of the high and low prices for Common Shares as reported on the New York Stock Exchange on July 23, 2003.

(3) Pursuant to Rule 457(p) under the Securities Act, the full registration fee of $7,666 is paid by offset of $7,666 of the filing fee paid with Registration Statement No. 333-41264 initially filed by Tyco International Ltd. on July 12, 2000 and associated with $27,564,795 of unsold securities registered on that Registration Statement.

EXPLANATORY NOTE

This registration statement relates to common shares of Tyco International Ltd. (the “Company”) that may be offered and sold under the Tyco Employee Stock Purchase Plan, which common shares will be purchased by the Company from time to time on the open market.

PART I

INFORMATION REQUIRED IN THE SECTION 10(a) PROSPECTUS

Item 1.    Plan Information.*

Item 2.    Registrant Information and Employee Plan Annual Information.*

* Information required by Part I to be contained in the Section 10(a) prospectus is omitted from this registration statement in accordance with Rule 428 under the Securities Act of 1933, as amended (the “Securities Act”), and the Note to Part I of Form S-8.

PART II

INFORMATION REQUIRED IN THE REGISTRATION STATEMENT

Item 3.    Incorporation of Documents by Reference.

Incorporated by reference in this registration statement are the documents listed below, which have previously been filed by the Company with the Securities and Exchange Commission (the “Commission”) pursuant to the Securities Exchange Act of 1934, as amended (the “Exchange Act”):

• Annual Report on Form 10-K, as amended, for the fiscal year ended September 30, 2002;

• Quarterly Reports on Form 10-Q, as amended, for the quarters ended December 31, 2002 and March 31, 2003;

• Current Reports on Form 8-K filed on October 8, 2002, October 25, 2002, January 9, 2003, January 14, 2003, February 13, 2003, March 13, 2003, May 1, 2003 and June 16, 2003; and

• the description of the Company’s common shares contained in its Registration Statement on Form 8-A/A, filed on March 1, 1999, and all amendments and reports updating such description.

In addition, all documents subsequently filed by the Company with the Commission pursuant to Section 13(a), 13(c), 14 and 15(d) of the Exchange Act, prior to the filing of a post-effective amendment which indicates that all securities offered have been sold or which deregisters all securities then remaining unsold, shall be deemed to be incorporated by reference in this registration statement and to be part thereof from the date of filing of such documents.

Item 6.    Indemnification of Directors and Officers.

Bye-law 102 of the Company’s Bye-laws provides, in part, that the Company shall indemnify its directors and other officers for all costs, losses and expenses which they may incur in the performance of their duties as director or officer, provided that such indemnification is not otherwise prohibited under the Companies Act 1981 of Bermuda. Section 98 of the Companies Act 1981 prohibits such indemnification against any liability arising out of the fraud or dishonesty of the director or officer. However, such section permits the Company to indemnify a director or officer against any liability incurred by him in defending any proceedings, whether civil or criminal, in which judgment is given in his favor or in which he is acquitted or when other similar relief is granted to him.

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The Company maintains $200,000,000 of insurance to reimburse the directors and officers of the Company and its subsidiaries for charges and expenses incurred by them for wrongful acts claimed against them by reason of their being or having been directors or officers of the Company or any subsidiary thereof.

Item 8.    Exhibits.

Exhibit No.	Description
4.1	Memorandum of Association of the Company (incorporated by reference to Exhibit 3.1 to the Company’s Form 10-Q for the quarterly period ended March 31, 2003)
4.2	Certificate of Incorporation on change of name dated July 2, 1997 (incorporated by reference to Exhibit 3.2 to the Company’s Form 10-Q for the quarterly period ended March 31, 2003)
4.3	Bye-Laws of the Company (incorporating all amendments to March 6, 2003) (incorporated by reference to Exhibit 3.3 to the Company’s Form 10-Q for the quarterly period ended March 31, 2003)
*10.1	Tyco Employee Stock Purchase Plan (as amended May 2003)
*23.1	Consent of PricewaterhouseCoopers LLP
24.1	Power of Attorney (contained in signature page)

  * Filed herewith.

Item 9.    Undertakings.

(a)  The undersigned registrant hereby undertakes:

(1)  To file, during any period in which offers or sales are being made, a post-effective amendment to this registration statement:

(i)  To include any prospectus required by Section 10(a)(3) of the Securities Act of 1933;

(ii)  To reflect in the prospectus any facts or events arising after the effective date of the registration statement (or the most recent post-effective amendment thereof) which, individually or in the aggregate, represent a fundamental change in the information set forth in the registration statement. Notwithstanding the foregoing, any increase or decrease in volume of securities offered (if the total dollar value of securities offered would not exceed that which was registered) and any deviation from the low or high end of the estimated maximum offering range may be reflected in the form of prospectus filed with the Commission pursuant to Rule 424(b) if, in the aggregate, the changes in volume and price represent no more than 20% change in the maximum aggregate offering price set forth in the “Calculation of Registration Fee” table in the effective registration statement; and

(iii)  To include any material information with respect to the plan of distribution not previously disclosed in the registration statement or any material change to such information in the registration statement;

provided, however, that paragraphs (a) (1) (i) and (a) (1) (ii) do not apply if the information required to be included in a post-effective amendment by those paragraphs is contained in periodic reports filed with or furnished to the Commission by the registrant pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 that are incorporated by reference in the registration statement.

(2)  That, for the purpose of determining any liability under the Securities Act of 1933, each such post-effective amendment shall be deemed to be a new registration statement relating to the securities offered therein, and the offering of such securities at that time shall be deemed to be the initial bona fide offering thereof.

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(3)  To remove from registration by means of a post-effective amendment any of the securities being registered which remain unsold at the termination of the offering.

(b)  The undersigned registrant hereby undertakes that, for purposes of determining any liability under the Securities Act of 1933, each filing of the registrant’s annual report pursuant to Section 13(a) or 15(d) of the Securities Exchange Act of 1934 (and, where applicable, each filing of an employee benefit plan’s annual report pursuant to Section 15(d) of the Securities Exchange Act of 1934) that is incorporated by reference in the registration statement shall be deemed to be a new registration statement relating to the securities offered therein, and the offering of such securities at that time shall be deemed to be the initial bona fide offering thereof.

(c)  Insofar as indemnification for liabilities arising under the Securities Act of 1933 may be permitted to directors, officers and controlling persons of the registrant pursuant to the foregoing provisions, or otherwise, the registrant has been advised that in the opinion of the Securities and Exchange Commission such indemnification is against public policy as expressed in the Act and is, therefore, unenforceable. In the event that a claim for indemnification against such liabilities (other than the payment by the registrant of expenses incurred or paid by a director, officer or controlling person of the registrant in the successful defense of any action, suit or proceeding) is asserted by such director, officer or controlling person in connection with the securities being registered, the registrant will, unless in the opinion of its counsel the matter has been settled by controlling precedent, submit to a court of appropriate jurisdiction the question whether such indemnification by it is against public policy as expressed in the Act and will be governed by the final adjudication of such issue.

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SIGNATURES

Pursuant to the requirements of the Securities Act of 1933, the registrant certifies that it has reasonable grounds to believe that it meets all of the requirements for filing on Form S-8 and has duly caused this registration statement to be signed on its behalf by the undersigned, thereunto duly authorized, in the City of New York, State of New York, on July 30, 2003.

TYCO INTERNATIONAL LTD.
By:	/s/    DAVID J. FITZPATRICK
	David J. FitzPatrick Executive Vice President and Chief Financial Officer (Principal Financial and Accounting Officer)

POWER OF ATTORNEY

KNOW ALL BY THESE PRESENTS that each individual whose signature appears below constitutes and appoints each of Edward D. Breen and David J. Fitzpatrick as such person’s true and lawful attorney-in-fact and agent with full power of substitution and resubstitution, for such person in such person’s name, place and stead, in any and all capacities, to sign any and all amendments (including post-effective amendments) to this registration statement (or any registration statement for the same offering that is to be effective upon filing pursuant to Rule 462(b) under the Securities Act of 1933), and to file the same, with all exhibits thereto, and all documents in connection therewith, with the Securities and Exchange Commission, granting unto each said attorney-in-fact and agent full power and authority to do and perform each and every act and thing requisite and necessary to be done in and about the premises, as fully to all intents and purposes as such person might or could do in person, hereby ratifying and confirming all that any said attorney-in-fact and agent, or any substitute or substitutes of any of them, may lawfully do or cause to be done by virtue hereof.

Pursuant to the requirements of the Securities Act of 1933, this Registration Statement has been signed by the following persons on July 30, 2003 in the capacities indicated below.

Signature	Title
/s/    EDWARD D. BREEN         Edward D. Breen	Chairman and Chief Executive Officer (Principal Executive Officer)
/s/    DAVID J. FITZPATRICK         David J. FitzPatrick	Executive Vice President and Chief Financial Officer (Principal Financial and Accounting Officer)
/s/    DENNIS C. BLAIR         Dennis C. Blair	Director
/s/    H. CARL MCCALL         H. Carl McCall	Director
/s/    BRENDAN R. O’NEIL         Brendan R. O’Neill	Director

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Signature	Title
/s/    SANDRA S. WIJNBERG         Sandra S. Wijnberg	Director
/s/    JOHN A. KROL         John A. Krol	Director
/s/    GEORGE W. BUCKLEY         George W. Buckley	Director
/s/    BRUCE S. GORDON         Bruce S. Gordon	Director
/s/    MACKEY J. MCDONALD         Mackey J. McDonald	Director
/s/    JEROME B. YORK         Jerome B. York	Director

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AUTHORIZED REPRESENTATIVE

Pursuant to the requirements of the Securities Act of 1933, this registration statement has been signed below by the undersigned as the duly authorized representative of Tyco International Ltd. in the United States.

/s/    DAVID J. FITZPATRICK

David J. FitzPatrick

Date:    July 30, 2003

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EXHIBIT INDEX

Exhibit No.	Description
4.1	Memorandum of Association of the Company (incorporated by reference to Exhibit 3.1 to the Company’s Form 10-Q for the quarterly period ended March 31, 2003)
4.2	Certificate of Incorporation on change of name dated July 2, 1997 (incorporated by reference to Exhibit 3.2 to the Company’s Form 10-Q for the quarterly period ended March 31, 2003)
4.3	Bye-Laws of the Company (incorporating all amendments to March 6, 2003) (incorporated by reference to Exhibit 3.3 to the Company’s Form 10-Q for the quarterly period ended March 31, 2003)
*10.1	Tyco Employee Stock Purchase Plan (as amended May 2003)
*23.1	Consent of PricewaterhouseCoopers LLP
24.1	Power of Attorney (contained in signature page)

  * Filed herewith.

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EX-10.1

                                                                    Exhibit 10.1

                       TYCO EMPLOYEE STOCK PURCHASE PLAN


                                    ARTICLE 1

                                     PURPOSE

The Tyco Employee Stock Purchase Plan (the "Plan") is created for the purpose of
encouraging stock ownership by officers and employees of Tyco International Ltd.
and its subsidiaries (the "Company") so that they may share in growth of the
Company by acquiring or increasing their proprietary interest in the Company.

                                    ARTICLE 2

                           ADMINISTRATION OF THE PLAN

The Plan may be administered by a committee appointed by the Board of Directors
of the Company (the "Committee"). The Board of Directors shall determine the
number of members of the Committee and, from time to time, may add or remove
members from the Committee. The Committee may select one of its members as
Chairperson and may hold meetings at such times and places as it may determine.
Acts by a majority of the Committee, or acts approved by a majority of the
Committee, shall be valid acts of the Committee.

The interpretation and construction by the Committee of any provision of the
Plan shall be final unless otherwise determined by the Board of Directors. The
Committee may adopt, from time to time, such rules and regulations, as it deems
appropriate for carrying out the Plan. No member of the Board of Directors or
the Committee shall be liable for any action or determination made in good faith
with respect to the Plan.

In the event the Board of Directors fails to appoint or refrains from appointing
a Committee, the Board of Directors shall have the power and authority to
administer the Plan. In such event, the term "Committee" wherever used herein
shall be deemed to mean the Board of Directors.

                                    ARTICLE 3

                               ELIGIBLE EMPLOYEES

The Company will, from time to time, determine which of its employees (including
employees of its subsidiaries and divisions) will be eligible to participate in
the Plan. All officers who are employees of the Company will be eligible to
participate in the Plan. Eligible employees who elect to participate in the Plan
shall hereinafter be referred to as "Participants".

Notwithstanding the foregoing, any employee who sells Shares purchased under the
Plan within three months of the date of purchase shall be precluded from
participating in the Plan for the next 12 months.

                                    ARTICLE 4

                             SHARES TO BE PURCHASED

The stock subject to purchase under the Plan is 15,000,000 shares (subject to
adjustment in the event of stock splits, stock dividends, recapitalization, or
similar adjustment in the Company's common stock) of the common stock, $.20 par
value, of the Company (the "Shares") which will be purchased on the open market.

                                    ARTICLE 5

                               PAYROLL DEDUCTIONS

Participants, upon entering the Plan, shall authorize payroll deductions to be
made for the purchase of Shares. The maximum deduction shall not, on a per pay
period basis, exceed a Participant's base salary or commission (in the case of
an employee who receives commission and no base salary) and deductions shall be
exclusive of overtime and net withholding and other deductions. The Participant
may authorize increases or decreases in the amount of payroll deductions. In
order to effect such a change in the amount of the payroll deductions, the
Company must receive notice of such change in the manner specified by the
Company and changes will take effect as soon as administratively possible. The


May 2003


                       TYCO EMPLOYEE STOCK PURCHASE PLAN


Company will accumulate and hold for the Participant's account the amounts
deducted from his/her pay. No interest shall be paid on such amounts.
Notwithstanding the foregoing, the Committee may, in its sole discretion,
authorize a special bonus payment be made to a Participant and such bonus be
designated as an employee contribution. Such employee contribution will be
entitled to receive the matching Employer Contribution described in the next
Article. The bonus may exceed the contribution limits otherwise imposed on the
Participant.

                                    ARTICLE 6

                              EMPLOYER CONTRIBUTION

The Company will match a part of the employee contribution by contributing to
the Plan an additional percentage of the employee's payroll deduction. The
Committee, from time to time, may increase or decrease the percentage of the
Company's contribution to the Participant's payroll deduction if the interests
of the Company so require. The matching contributions hereunder are not intended
to be entitlement or part of the regular compensation of any Participant. The
Company will pay all commissions relating to the purchase of the Shares under
the Plan, and the Company will pay all administrative costs associated with the
implementation and operation of the Plan.

                                    ARTICLE 7

                       AUTHORIZATION FOR ENTERING THE PLAN

An eligible employee may enter the Plan by enrolling in the Plan and specifying
his/her contribution amount in the manner authorized by the Company. Such
authorization will take effect as of the next practicable payroll period. Unless
a Participant authorizes changes to his/her payroll deductions in accordance
with Article 5 or withdraws from the Plan, his/her deductions under the latest
authorization on file with the Company shall continue from one payment period to
the succeeding payment period as long as the Plan remains in effect.

                                    ARTICLE 8

                               PURCHASE OF SHARES

All Shares purchased under the Plan shall be purchased on the open market by a
broker designated, from time to time, by the Committee. On a monthly basis, as
soon as practicable following the month end, the Company shall remit the total
of contributions to the broker for the purchase of the Shares. The broker will
then execute the purchase order and the Plan Administrator shall allocate Shares
(or fraction thereof) to each participant's individual recordkeeping account. In
the event the purchase of Shares takes place over a number of days and at
different prices, then each participant's allocation shall be adjusted on the
basis of the average price per Share over such period.

                                    ARTICLE 9

                               ISSUANCE OF SHARES

The Shares purchased under the Plan shall be held by the Plan Administrator or
its nominee. Participants shall receive periodic statements that will evidence
all activity in the accounts that have been established on their behalf. Such
statements will be issued by the Plan Administrator or its nominee. In the event
a Participant wishes to hold certificates in his/her own name, the Participant
must instruct the Plan Administrator or its nominee independently and bear the
costs associated with the issuance of such certificates and pay, if required, a
small fee for each certificate so issued. Certificates for fractional Shares
will not be issued. Fractional Shares shall be liquidated on a cash basis only
in lieu of the issuance of certificates for such fractional Shares upon the
employee's withdrawal.

                                   ARTICLE 10

                         AUTOMATIC DIVIDEND REINVESTMENT

Any dividends paid to Participants for Shares purchased under the Plan and held
by the Plan Administrator shall be automatically reinvested in the Shares of the
Company.


May 2003


                       TYCO EMPLOYEE STOCK PURCHASE PLAN


                                   ARTICLE 11

                     SALE OF SHARES PURCHASED UNDER THE PLAN

Each Participant may sell at any time all of any portion of the Shares acquired
under the Plan and held by the Plan Administrator by notifying the Plan
Administrator, who will direct the broker to execute the sale on behalf of the
Participant. The Participant shall pay the broker's commission and any other
expenses incurred with regard to the sale of the Shares. All such sales of the
Shares will be subject to compliance with any applicable federal or state
securities, tax, or other laws. Each participant assumes the risk of any
fluctuations in the market price of the Shares.

                                   ARTICLE 12

                            WITHDRAWAL FROM THE PLAN

A Participant may cease making contributions to the Plan at any time by changing
his/her payroll deduction to zero as described in Article 5. In order to execute
a sale of all or part of the Shares purchased under the Plan and held by the
Plan Administrator, the Participant must contact the Plan Administrator
directly. If the Participant desires to withdraw from the Plan by liquidating
all or part of his/her shareholder interest, he/she shall receive the proceeds
from the sale thereof, minus the commission and other expenses on such sale.

                                   ARTICLE 13

                            NO TRANSFER OR ASSIGNMENT

A Participant's right to purchase Shares under the Plan through payroll
deduction is his/hers alone and may not be transferred or assigned to, or
availed of, by any other person.

                                   ARTICLE 14

                         TERMINATION OF EMPLOYEE RIGHTS

All of the employee's rights under the Plan will terminate when he/she ceases to
be an eligible employee due to retirement, resignation, death, termination, or
any other reason. A notice of withdrawal will be deemed to have been received
from a Participant on the day of his/her final payroll deduction. If a
Participant's payroll deductions are interrupted by any legal process, a
withdrawal notice will be deemed as having been received on the day the
interruption occurs.

                                   ARTICLE 15

                      TERMINATION AND AMENDMENT TO THE PLAN

The Plan may be terminated at any time by the Company's Board of Directors if
the interests of the Company so require. Upon such termination, or any other
termination of the Plan, all payroll deductions not used to purchase Shares will
be refunded. The Board of Directors also reserves the right to amend the Plan,
from time to time, in any respect and authorizes the Committee to approve
amendments to the Plan on its behalf.

                                   ARTICLE 16

                                 LOCAL TAX LAWS

If the provisions of the Plan contradict local tax laws, the local tax laws
shall prevail.


May 2003

EX-23.1

                                                                    EXHIBIT 23.1

                       CONSENT OF INDEPENDENT ACCOUNTANTS

     We hereby consent to the incorporation by reference in this Registration
Statement on Form S-8 of our report dated December 23, 2002 except with respect
to the matters disclosed under the heading "Restatement" in Note 1, Note 3 and
the 4th paragraph of Note 17 as to which the date is July 28, 2003, relating to
the consolidated financial statements and consolidated financial statement
schedule of Tyco International Ltd., which appears in Tyco International Ltd.'s
Annual Report on Form 10-K, as amended, for the year ended September 30, 2002.

                                          /s/ PricewaterhouseCoopers LLP

New York, New York
July 28, 2003