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^*

Barber Madeleine G

(Last)

(First)

(Middle)

9 ROSZEL ROAD

(Street)

PRINCETON

08540

(City)

(State)

(Zip)

2. Date of Event Requiring Statement (Month/Day/Year)
10/01/2011

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 Tax

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⁾	31,523	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	10,763	⁽³⁾	D
Stock Option (Right to Buy)	⁽⁴⁾	10/06/2018	Common Shares	7,630	$29	D
Stock Option (Right to Buy)	⁽⁴⁾	09/30/2019	Common Shares	6,610	$33.75	D
Stock Option (Right to Buy)	⁽⁴⁾	10/11/2020	Common Shares	9,830	$37.29	D
Stock Option (Right to Buy)	⁽⁵⁾	11/21/2015	Common Shares	1,368	$46.0705	D
Stock Option (Right to Buy)	⁽⁴⁾	11/20/2016	Common Shares	3,147	$48.1357	D
Stock Option (Right to Buy)	⁽⁴⁾	07/01/2017	Common Shares	7,360	$53.36	D
Stock Option (Right to Buy)	⁽⁵⁾	03/09/2015	Common Shares	1,417	$56.8653	D

Explanation of Responses:

1. 27,014 of these shares are restricted stock units that receive dividend equivalent units and convert to common stock upon vesting. 20,590 units vest on May 6, 2013, the 4th anniversary of the grant date. 5,306 vest in equal installments on the 1st, 2nd, 3rd and 4th anniversary of the grant date: 532 on October 7, 2011; 533 on October 7, 2012; 463 on October 1, 2011; 462 on October 1, 2012; 463 on October 1, 2013; 662 on October 12, 2011; 663 on October 12, 2012; 662 on October 12, 2013; and 663 on October 12, 2014.

2. These performance share units will vest on the third anniversary of the grant date (October 7, 2008, October 1, 2009 and October 12, 2010 grant dates) at which time the reporting person may receive a distribution of common shares based on the achievement of performance targets approved by a Committee of independent directors at time of the grant.

3. Upon vesting, the reporting person may receive a distribution of common shares based on the achievement of performance targets approved by a Committee of independent directors at time of the grant.

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. In each case options were granted 10 years prior to the expiration date.

5. Subject to acceleration upon certain events, options become exercisable in three equal installments on each of the first, second and third anniversary of the grant date. In each case options were granted 10 years prior to the expiration date.

Remarks:

poabarber.txt

	John S. Jenkins, attorney-in-fact	10/03/2011
	** 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.
Persons who respond to the collection of information contained in this form are not required to respond unless the form displays a currently valid OMB Number.