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^*

Stewart Shelley JR

(Last)

(First)

(Middle)

9 ROSZEL ROAD

(Street)

PRINCETON

08540

(City)

(State)

(Zip)

2. Date of Event Requiring Statement (Month/Day/Year)
09/10/2008

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

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

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

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	2,696⁽¹⁾	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	8,600	⁽³⁾	D
Restricted Stock Units	⁽⁴⁾	⁽⁴⁾	Common Shares	20,696	⁽⁵⁾	D
Stock Option (Right to Buy)	⁽⁶⁾	08/03/2013	Common Shares	8,706	$29.19	D
Stock Option (Right to Buy)	⁽⁶⁾	01/18/2016	Common Shares	2,487	$42.1	D
Stock Option (Right to Buy)	⁽⁶⁾	03/25/2014	Common Shares	7,462	$44.16	D
Stock Option (Right to Buy)	⁽⁶⁾	11/21/2015	Common Shares	6,218	$46.07	D
Stock Option (Right to Buy)	⁽⁷⁾	11/20/2016	Common Shares	31,473	$48.14	D
Stock Option (Right to Buy)	⁽⁷⁾	07/01/2017	Common Shares	27,000	$53.36	D
Stock Option (Right to Buy)	⁽⁶⁾	03/09/2015	Common Shares	7,462	$56.87	D

Explanation of Responses:

1. Of these shares, 1675 are restricted, vesting on November 22, 2008.

2. These performance share units will vest on the third anniversary of the grant date (July 2, 2007 grant date), at which time the reporting person will receive a distribution of common shares based on the performance targets approved by a Committee of independent directors at time of the grant.

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

4. Restricted stock units vest in equal installments on the 2nd, 3rd and 4th anniversary of the grant date, receive dividend equivalent stock units and convert to common stock upon vesting. The vesting schedule for the restricted stock units is as follows: 3435 on each of November 21, 2008, 2009 and 2010; 2908 on July 2, 2009; 2906 on July 2, 2010; 2907 on July 2, 2011 and 1670 on September 30, 2008.

5. Conversion is 1-for-1.

6. 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.

7. 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.

Remarks:

poastewart.TXT

	John S. Jenkins, attorney-in-fact	09/11/2008
	** 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.