SEC FORM 3

SEC Form 3

FORM 3

UNITED STATES SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549

INITIAL STATEMENT OF BENEFICIAL OWNERSHIP OF SECURITIES

Filed pursuant to Section 16(a) of the Securities Exchange Act of 1934
or Section 30(h) of the Investment Company Act of 1940

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1. Name and Address of Reporting Person^*

Eldessouky Sam

(Last)

(First)

(Middle)

9 ROSZEL ROAD

(Street)

PRINCETON

08540

(City)

(State)

(Zip)

2. Date of Event Requiring Statement (Month/Day/Year)
09/28/2012

3. Issuer Name and Ticker or Trading Symbol
TYCO INTERNATIONAL LTD [ TYC ]

4. Relationship of Reporting Person(s) to Issuer
(Check all applicable)

	Director	10% Owner
X	Officer (give title below)	Other (specify below)
	SVP, Controller

5. If Amendment, Date of Original Filed (Month/Day/Year)

6. Individual or Joint/Group Filing (Check Applicable Line)

X	Form filed by One Reporting Person
	Form filed by More than One Reporting Person

Table I - Non-Derivative Securities Beneficially Owned
1. Title of Security (Instr. 4)	2. Amount of Securities Beneficially Owned (Instr. 4)	3. Ownership Form: Direct (D) or Indirect (I) (Instr. 5)	4. Nature of Indirect Beneficial Ownership (Instr. 5)
Common Shares⁽¹⁾	13,097	D

Table II - Derivative Securities Beneficially Owned (e.g., puts, calls, warrants, options, convertible securities)
1. Title of Derivative Security (Instr. 4)	2. Date Exercisable and Expiration Date (Month/Day/Year)		3. Title and Amount of Securities Underlying Derivative Security (Instr. 4)		4. Conversion or Exercise Price of Derivative Security	5. Ownership Form: Direct (D) or Indirect (I) (Instr. 5)	6. Nature of Indirect Beneficial Ownership (Instr. 5)
1. Title of Derivative Security (Instr. 4)	Date Exercisable	Expiration Date	Title	Amount or Number of Shares	4. Conversion or Exercise Price of Derivative Security	5. Ownership Form: Direct (D) or Indirect (I) (Instr. 5)	6. Nature of Indirect Beneficial Ownership (Instr. 5)
Performance Share Units	⁽²⁾	⁽²⁾	Common Shares	11,274	$0.0000⁽³⁾	D
Stock Option (Right to Buy)	⁽⁴⁾	10/06/2018	Common Shares	1,922	$14.3319	D
Stock Option (Right to Buy)	⁽⁴⁾	09/30/2019	Common Shares	2,909	$16.6794	D
Stock Option (Right to Buy)	⁽⁴⁾	10/11/2020	Common Shares	5,773	$18.4288	D
Stock Option (Right to Buy)	⁽⁴⁾	10/11/2021	Common Shares	12,828	$21.9031	D

Explanation of Responses:

1. These shares represent (i) 6597 restricted stock units that are entitled to receive dividend equivalent units and that convert to common stock on a 1-for-1 basis upon vesting and (ii) 6500 shares awarded upon payout of performance share units granted in 2009. These shares were delivered based on performance results through June 29, 2012

2. Includes performance share units with different vesting terms. Amounts presented reflect the number of shares adjusted for performance results that will be delivered upon vesting.

3. Upon vesting, the reporting person will receive a distribution of common shares based on performance targets. For all outstanding performance share units at the time, performance was determined as of June 29, 2012 in advance of Tyco's spin-offs of its ADT residential security business and flow control business. Amounts presented reflect the number of shares adjusted for performance results that will be delivered upon vesting.

4. Subject to acceleration upon certain events, options become exercisable in four equal installments on each of the first, second, third and fourth anniversary of the grant date. All such options expire 10 years prior from the grant.

Remarks:

poaeldessouky.txt

	Kevin J. Coen, attorney-in-fact	10/02/2012
	** Signature of Reporting Person	Date
Reminder: Report on a separate line for each class of securities beneficially owned directly or indirectly.
* If the form is filed by more than one reporting person, see Instruction 5 (b)(v).
** Intentional misstatements or omissions of facts constitute Federal Criminal Violations See 18 U.S.C. 1001 and 15 U.S.C. 78ff(a).
Note: File three copies of this Form, one of which must be manually signed. If space is insufficient, see Instruction 6 for procedure.
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