Filed Pursuant to Rule: 424(b)(5)
Registration No: 333-44106

PROSPECTUS SUPPLEMENT
(TO PROSPECTUS DATED SEPTEMBER 18, 2000)

39,000,000

[TYCO LOGO]

COMMON SHARES

---------------------------------------------------------

Tyco International Ltd. is offering 39,000,000 common shares. The common
shares trade on the New York Stock Exchange and the Bermuda Stock Exchange under
the symbol "TYC" and on the London Stock Exchange under the symbol "TYI". On May
31, 2001, the last sales price of the common shares as reported on the New York
Stock Exchange was $57.45 per share.

Lehman Brothers proposes to offer the 39,000,000 common shares from time to
time for sale in negotiated transactions or otherwise, at market prices
prevailing at the time of sale, at prices related to such prevailing market
prices or at negotiated prices. Lehman Brothers has agreed to purchase the
39,000,000 common shares from us at $56.36 per share, resulting in approximately
$2.2 billion in net proceeds to us, subject to the terms and conditions of an
underwriting agreement.

We have granted Lehman Brothers a 30-day option to purchase up to an
additional 5,247,787 common shares to cover over-allotments, if any.

NEITHER THE SECURITIES AND EXCHANGE COMMISSION NOR ANY STATE SECURITIES
COMMISSION HAS APPROVED OR DISAPPROVED OF THESE SECURITIES OR DETERMINED IF THIS
PROSPECTUS SUPPLEMENT IS TRUTHFUL OR COMPLETE. ANY REPRESENTATION TO THE
CONTRARY IS A CRIMINAL OFFENSE.

Lehman Brothers expects to deliver the common shares on or about June 6,
2001.

- --------------------------------------------------------------------------------

LEHMAN BROTHERS

JUNE 1, 2001

TABLE OF CONTENTS

PROSPECTUS SUPPLEMENT
PAGE
----

FORWARD LOOKING STATEMENTS.................................. S-1

TYCO........................................................ S-2

USE OF PROCEEDS............................................. S-3

PRICE RANGE OF COMMON SHARES AND DIVIDENDS.................. S-4

CAPITALIZATION OF TYCO...................................... S-5

SELECTED CONSOLIDATED HISTORICAL FINANCIAL DATA OF TYCO..... S-8

CERTAIN BERMUDA AND UNITED STATES FEDERAL INCOME TAX
CONSEQUENCES.............................................. S-11

UNDERWRITING................................................ S-14

LEGAL MATTERS............................................... S-17

EXPERTS..................................................... S-17

PROSPECTUS

PAGE
----

WHERE YOU CAN FIND MORE INFORMATION......................... ii

FORWARD LOOKING INFORMATION................................. iii

TYCO........................................................ 1

USE OF PROCEEDS............................................. 1

RATIO OF EARNINGS TO FIXED CHARGES.......................... 2

THE SECURITIES TYCO MAY OFFER............................... 3

DESCRIPTION OF THE DEBT SECURITIES.......................... 3

DESCRIPTION OF THE PREFERENCE SHARES........................ 11

DESCRIPTION OF THE DEPOSITARY SHARES........................ 11

DESCRIPTION OF THE COMMON SHARES............................ 14

PLAN OF DISTRIBUTION........................................ 17

SERVICE OF PROCESS AND ENFORCEMENT OF LIABILITIES........... 18

LEGAL MATTERS............................................... 19

EXPERTS..................................................... 19

-------------------

THE BERMUDA STOCK EXCHANGE TAKES NO RESPONSIBILITY FOR THE CONTENTS OF THIS
DOCUMENT, MAKES NO REPRESENTATIONS AS TO ITS ACCURACY OR COMPLETENESS AND
EXPRESSLY DISCLAIMS ANY LIABILITY WHATSOEVER FOR ANY LOSS HOWSOEVER ARISING FROM
OR IN RELIANCE UPON ANY PART OF THE CONTENTS OF THIS DOCUMENT.

FORWARD LOOKING STATEMENTS

Certain statements contained or incorporated by reference in this document
are "forward looking statements" within the meaning of the United States Private
Securities Litigation Reform Act of 1995. All forward looking statements involve
risks and uncertainties. In particular, any statement contained in this
prospectus supplement and accompanying prospectus or in any document
incorporated by reference in this prospectus supplement and accompanying
prospectus, regarding the consummation and benefits of future acquisitions, as
well as expectations with respect to future sales, earnings, cash flows,
operating efficiencies, product expansion, backlog, financings and share
repurchases, are subject to known and unknown risks, uncertainties and
contingencies, many of which are beyond the control of Tyco, which may cause
actual results, performance or achievements to differ materially from
anticipated results, performances or achievements. Factors that might affect
such forward looking statements include, among other things:

- the impact of fluctuations in the price of Tyco common shares;

- overall economic and business conditions;

- the demand for Tyco's goods and services;

- competitive factors in the industries in which Tyco competes;

- changes in U.S. and non-U.S. government regulation;

- changes in tax requirements (including tax rate changes, new tax laws and
revised tax law interpretations);

- results of litigation;

- interest rate fluctuations and other capital market conditions, including
foreign currency rate fluctuations;

- economic and political conditions in international markets, including
governmental changes and restrictions on the ability to transfer capital
across borders;

- the ability to achieve anticipated synergies in connection with the
acquisition of The CIT Group, Inc. and other acquisitions;

- the timing, impact and other uncertainties of future acquisitions by Tyco;
and

- the timing of construction and the successful operation of the TyCom
Global Network, by Tyco's majority owned subsidiary, TyCom Ltd., Tyco's
undersea cable communications business.

S-1

TYCO

Tyco is a diversified manufacturing and service company that, through its
subsidiaries:

- designs, manufactures and distributes electrical and electronic components
and multi-layer printed circuit boards;

- designs, engineers, manufactures, installs, operates and maintains
undersea cable communications systems;

- designs, manufactures and distributes disposable medical supplies and
other specialty products;

- designs, manufactures, installs and services fire detection and
suppression systems and installs, monitors and maintains electronic
security systems; and

- designs, manufactures and distributes flow control products and provides
environmental consulting services.

In addition, as a result of our acquisition of CIT on June 1, 2001, we are a
leading source of financing and leasing capital for companies in more than 30
industries, including many of today's leading industries and emerging
businesses, offering vendor, equipment, commercial, factoring, consumer and
structured financing capabilities. CIT commenced operations in 1908 and has
developed a broad array of "franchise" businesses that focus on specific
industries, asset types and markets, which are balanced by client, industry and
geographic diversification.

Tyco operates in more than 100 countries around the world and expects
revenues for its fiscal year ending September 30, 2001 to exceed $37 billion.

Tyco's strategy is to be the low-cost, high quality producer and provider in
each of its markets. We promote our leadership position by investing in our
existing businesses, developing new markets and acquiring complementary
businesses and products. Combining the strengths of our existing operations and
our business acquisitions, we seek to enhance shareholder value through
increased earnings per share and strong cash flows.

Tyco reviews acquisition opportunities in the ordinary course of business,
some of which may be material and some of which are currently under
investigation, discussion or negotiation. There can be no assurance that any of
such acquisitions will be consummated.

Tyco is a Bermuda company whose registered and principal executive offices
are located at The Zurich Centre, Second Floor, 90 Pitts Bay Road, Pembroke HM
08, Bermuda, telephone (441) 292-8674. The executive offices of Tyco's principal
United States subsidiaries are located at One Tyco Park, Exeter, New Hampshire
03833, and the telephone number there is (603) 778-9700.

For additional information regarding the business of Tyco, please see Tyco's
Form 10-K and other filings of Tyco with the SEC, which are incorporated by
reference into this document.

CURRENT DEVELOPMENTS

On May 17, 2001, Tyco announced that it had entered into a definitive
agreement with Cambridge Protection Industries, L.L.C., a portfolio company of
GTCR Golder Rauner, L.L.C., to acquire for cash its electronic security systems
businesses, which includes SecurityLink, and provides services to approximately
one million residential, commercial and government customers. The transaction is
valued at approximately $1 billion and is subject to customary regulatory
review. The businesses will be integrated within Tyco's Fire and Security
Services segment and the transaction will be accounted for as a purchase.

On May 30, 2001, Tyco announced that a subsidiary of Tyco had entered into a
definitive agreement to acquire C.R. Bard, Inc., a multinational developer,
manufacturer and marketer of

S-2

healthcare products used for vascular, urological and oncological diagnosis and
intervention, as well as surgical specialties. Tyco's subsidiary will acquire
Bard in a tax-free stock-for-stock merger. In the merger, Bard shareholders will
receive for each of their Bard shares either (1) Tyco common shares valued,
based upon a measurement period just prior to the Bard shareholder vote, at
$60.00, or, (2) if Tyco common shares are valued, based upon the measurement
period, below $50.00, 1.2 Tyco common shares. Based on Tyco's May 29, 2001
closing share price on the New York Stock Exchange of $57.00, Tyco will issue
approximately 55 million common shares in this transaction. The transaction is
valued at approximately $3.2 billion, including the assumption of net debt. The
merger is subject to customary regulatory review and approval by Bard
shareholders. Bard will be integrated within Tyco's Healthcare group and the
transaction will be accounted for as a purchase.

On June 1, 2001, Tyco acquired CIT, an independent commercial finance
company. Immediately prior to the consummation of the transaction, a subsidiary
of Tyco purchased 71 million shares of CIT for approximately $2.5 billion in
cash from Dai-Ichi Kangyo Bank, Ltd. Additionally, Tyco issued approximately
132.1 million common shares, valued at approximately $6.9 billion. Tyco is
accounting for this acquisition as a purchase.

USE OF PROCEEDS

We estimate that the net proceeds from this offering will be approximately
$2.2 billion, after deducting certain offering expenses (approximately
$2.5 billion if the over-allotment option is exercised in full). We will use the
net proceeds to repay a portion of the borrowings under our $5.855 billion
commercial paper program which is backed by a long-term credit facility. As of
May 30, 2001, there was $5.21 billion outstanding under this program, which was
incurred primarily to finance recent acquisitions, and which bears interest at a
weighted average rate of 4.52% and has current maturities of up to 90 days. For
more information, see "Capitalization of Tyco." Pending the application of the
net proceeds, we expect to invest the net proceeds from this offering in
short-term interest-bearing securities.

S-3

PRICE RANGE OF COMMON SHARES AND DIVIDENDS

Tyco common shares are listed and traded on the New York Stock Exchange
("NYSE"), the London Stock Exchange and the Bermuda Stock Exchange. The
following table sets forth the high and low sales prices per Tyco common share,
on the NYSE, as reported by Bloomberg Financial Markets, and the dividends paid
on such shares, for the quarterly periods presented below. The price and
dividends for Tyco common shares have been restated to reflect a two-for-one
stock split distributed on October 21, 1999, which was effected in the form of a
stock dividend.

TYCO COMMON SHARES DIVIDEND PER
------------------- COMMON
HIGH LOW SHARE
-------- -------- ------------

FISCAL 1999:
First Quarter............................................... $39.5938 $20.1563 $0.0125
Second Quarter.............................................. 39.9688 33.7500 0.0125
Third Quarter............................................... 47.4063 35.1875 0.0125
Fourth Quarter.............................................. 52.9375 47.1250 0.0125

FISCAL 2000:
First Quarter............................................... $53.8750 $23.0625 $0.0125
Second Quarter.............................................. 53.2500 32.0000 0.0125
Third Quarter............................................... 51.3750 41.0000 0.0125
Fourth Quarter.............................................. 59.1875 45.5625 0.0125

FISCAL 2001:
First Quarter............................................... $58.8750 $44.5000 $0.0125
Second Quarter.............................................. 63.2100 41.4000 0.0125
Third Quarter (through May 31, 2001)........................ 59.3000 40.1500 --

The payment of dividends by Tyco in the future will be determined by Tyco's
board of directors and will depend on business conditions, Tyco's financial
earnings and other factors.

S-4

CAPITALIZATION OF TYCO

The following table sets forth the consolidated capitalization at March 31,
2001:

(1) of Tyco on an actual basis;

(2) of CIT on an actual basis (Tyco acquired CIT on June 1, 2001. See "Tyco"
for more information);

(3) of pro forma adjustments to give effect to:

- changes in amounts outstanding under Tyco's $5.855 billion commercial
paper program through May 30, 2001, primarily as a result of cash
borrowings made to pay for acquisitions, including the $2.5 billion
payment made to Dai-Ichi Kangyo Bank, Ltd. in connection with the
consummation of the acquisition of CIT, the repurchase of treasury
shares and the repayment of debt assumed in the acquisition of Scott
Technologies, Inc.;

- the issuance by Tyco of approximately 132.1 million common shares in
connection with the acquisition of CIT and the issuance of
approximately 7.4 million common shares in connection with the
acquisition of Scott Technologies; and

- changes in amounts outstanding under CIT's commercial paper program and
changes in the amounts outstanding of CIT's variable-rate senior notes
and fixed-rate senior notes through May 31, 2001;

(4) on a pro forma basis combining Tyco and CIT and giving effect to the pro
forma adjustments described in (3) above; and

(5) as adjusted to give effect to the issuance of the common shares and the
application of the net proceeds from their sale.

S-5

MARCH 31, 2001
-------------------------------------------------------------
TYCO CIT PRO FORMA PRO FORMA AS
ACTUAL ACTUAL ADJUSTMENTS COMBINED ADJUSTED
--------- --------- ------------- --------- ---------
($ IN MILLIONS, EXCEPT SHARE DATA)

Loans payable and current portion of long-term
debt:............................................ $ 1,400.1 $19,048.3 $ 131.6 $20,580.0 $20,580.0
Long-term debt:
Commercial paper program......................... $ 1,793.8 -- $3,415.5 $5,209.3 $ 3,011.3
Euro commercial paper program.................... 165.7 -- -- 165.7 165.7
CIT commercial paper program..................... -- 9,662.9 131.6 9,794.5 9,794.5
CIT subordinated fixed rate notes due 2001....... -- 100.0 -- 100.0 100.0
6.5% public notes due 2001....................... 299.8 -- -- 299.8 299.8
6.125% public notes due 2001..................... 749.8 -- -- 749.8 749.8
Floating rate euro denominated private placement
notes due 2002................................. 66.5 -- -- 66.5 66.5
6.875% private placement notes due 2002.......... 1,026.0 -- -- 1,026.0 1,026.0
CIT variable rate senior notes due 2001 through
2003 (1)....................................... -- 10,798.3 112.1 10,910.4 10,910.4
6.0% notes due 2003.............................. 81.1 -- -- 81.1 81.1
5.875% public notes due 2004..................... 398.4 -- -- 398.4 398.4
6.375% public notes due 2004..................... 104.8 -- -- 104.8 104.8
6.375% public notes due 2005..................... 745.3 -- -- 745.3 745.3
6.75% notes due 2005............................. 91.3 -- -- 91.3 91.3
6.375% public notes due 2006..................... 991.0 -- -- 991.0 991.0
6.125% euro denominated public notes due 2007.... 527.4 -- -- 527.4 527.4
6.5% notes due 2007.............................. 99.1 -- -- 99.1 99.1
6.125% public notes due 2008..................... 395.8 -- -- 395.8 395.8
7.2% notes due 2008.............................. 398.9 -- -- 398.9 398.9
7.25% senior notes due 2008...................... 8.2 -- -- 8.2 8.2
6.125% public notes due 2009..................... 367.6 -- -- 367.6 367.6
Zero coupon Liquid Yield Option Notes ("LYONs")
due 2010....................................... 31.2 -- -- 31.2 31.2
6.75% public notes due 2011...................... 991.5 -- -- 991.5 991.5
7.0% debentures due 2013......................... 99.0 -- -- 99.0 99.0
6.25% public Dealer Remarketable Securities due
2013........................................... 756.0 -- -- 756.0 756.0
Zero coupon convertible debentures due 2020...... 3,473.4 -- -- 3,473.4 3,473.4
Zero coupon convertible debentures due 2021...... 2,255.4 -- -- 2,255.4 2,255.4
CIT fixed rate senior notes due 2001 through 2022
(1)............................................ -- 17,157.0 588.6 17,745.6 17,745.6
9.5% public debentures due 2022.................. 49.0 -- -- 49.0 49.0
8.0% public debentures due 2023.................. 50.0 -- -- 50.0 50.0
7.0% public notes due 2028....................... 492.8 -- -- 492.8 492.8
6.875% public notes due 2029..................... 781.5 -- -- 781.5 781.5
3.5% yen denominated private placement notes due
2030........................................... 242.6 -- -- 242.6 242.6
Other............................................ 727.0 -- -- 727.0 727.0
--------- --------- -------- --------- ---------
Total debt................................... 18,259.9 37,718.2 4,247.8 60,225.9 58,027.9
Less current portion......................... 1,400.1 19,048.3 131.6 20,580.0 20,580.0
--------- --------- -------- --------- ---------
Total long-term debt......................... 16,859.8 18,669.9 4,116.2 39,645.9 37,447.9
--------- --------- -------- --------- ---------
Mandatorily redeemable preference shares........... -- 250.0 -- 250.0 250.0
Shareholders' equity:
Preference shares, $1 par value, 125,000,000
authorized, none issued........................ -- -- -- -- --
Common shares, $0.20 par value, 2,500,000,000
shares authorized; 1,752,768,324 Tyco shares
outstanding (1,892,248,928 Tyco shares
outstanding on a pro forma combined basis and
1,931,248,928 Tyco shares outstanding on an as
adjusted basis), net of 6,244,508 Tyco shares
owned by subsidiaries (2)...................... 350.6 2.7 25.2 378.5 386.3

S-6

Capital in excess:
Share premium.................................. 5,580.1 -- -- 5,580.1 7,770.3
Contributed surplus, net of deferred
compensation of $174.4....................... 5,181.8 3,402.8 3,839.2 12,423.8 12,423.8
Accumulated earnings............................... 10,500.3 2,736.9 (2,736.9) 10,500.3 10,500.3
Accumulated other comprehensive loss............... (1,036.5) (171.8) 171.8 (1,036.5) (1,036.5)
--------- --------- -------- --------- ---------
Total shareholders' equity................... 20,576.3 5,970.6 1,299.3 27,846.2 30,044.2
--------- --------- -------- --------- ---------
Total capitalization......................... $37,436.1 $24,640.5 $5,415.5 $67,492.1 $67,492.1
========= ========= ======== ========= =========

- --------------------------

(1) These CIT senior notes are not an obligation of Tyco, and Tyco has not
guaranteed these notes.

(2) The "CIT Actual" column reflects 262,258,673 shares of CIT common stock with
a par value of $0.01 per share outstanding prior to Tyco's acquisition of
CIT.

S-7

SELECTED CONSOLIDATED HISTORICAL FINANCIAL DATA OF TYCO(1)

The following table sets forth selected consolidated financial information
of Tyco for the six months ended March 31, 2001 and 2000, the fiscal years ended
September 30, 2000, 1999 and 1998, the nine months ended September 30, 1997 and
the year ended December 31, 1996. The selected financial information for the six
months ended March 31, 2001 and 2000 was derived from the unaudited Consolidated
Financial Statements included in Tyco's Quarterly Report on Form 10-Q for the
quarterly period ended March 31, 2001. The data presented for Tyco for the six
months ended March 31, 2001 and 2000 are unaudited and, in the opinion of Tyco's
management, include all adjustments, consisting of normal recurring adjustments,
necessary for the fair presentation of such data. Tyco's results for the six
months ended March 31, 2001 are not necessarily indicative of the results to be
expected for the fiscal year ending September 30, 2001. The selected financial
information for Tyco for the fiscal years ended September 30, 2000, 1999 and
1998 was derived from the audited Consolidated Financial Statements included in
Tyco's Annual Report on Form 10-K for the fiscal year ended September 30, 2000.
The selected financial information for the nine months ended September 30, 1997
was derived from the audited Consolidated Financial Statements included in
Tyco's Annual Report on Form 10-K/A filed on June 26, 2000. The selected
financial information for the year ended December 31, 1996 was derived from the
audited Consolidated Financial Statements included in Tyco's Current Report on
Form 8-K filed on June 3, 1999.

The information should be read in conjunction with the historical financial
statements and related notes contained in the annual, quarterly and other
reports filed by Tyco with the SEC.

NINE MONTHS
SIX MONTHS ENDED MARCH 31, YEAR ENDED SEPTEMBER 30, ENDED YEAR ENDED
--------------------------- --------------------------------- SEPTEMBER 30, DECEMBER 31,
2001(2) 2000(2) 2000(3) 1999(4) 1998(5) 1997(6)(7) 1996 (8)(9)
------------ ------------ --------- --------- --------- ------------- ------------
(UNAUDITED)
(IN MILLIONS, EXCEPT PER SHARE DATA)

CONSOLIDATED STATEMENTS OF
OPERATIONS DATA:
Net sales........................ $ 16,918.7 $13,708.7 $28,931.9 $22,496.5 $19,061.7 $12,742.5 $14,671.0
Operating income................. 3,085.0 2,536.9 5,474.4 2,190.8 1,948.1 125.8 587.4
Income (loss) from continuing
operations..................... 2,156.5 1,612.7 4,520.1 1,067.7 1,168.6 (348.5) 49.4
Income (loss) from continuing
operations per common share:
Basic........................ 1.24 0.95 2.68 0.65 0.74 (0.24) 0.02
Diluted...................... 1.22 0.94 2.64 0.64 0.72 (0.24) 0.02
Cash dividends per common
share(10)...................... See (11) below.
CONSOLIDATED BALANCE SHEET DATA
(END OF PERIOD):
Total assets................... $ 53,440.7 $40,404.3 $32,344.3 $23,440.7 $16,960.8 $14,686.2
Long-term debt................. 16,859.8 9,461.8 9,109.4 5,424.7 2,785.9 2,202.4
Shareholders' equity........... 20,576.3 17,033.2 12,369.3 9,901.8 7,478.7 7,022.6

- ------------------------

(1) On April 2, 1999, October 1, 1998, August 29, 1997 and August 27, 1997, Tyco
merged with AMP Incorporated, United States Surgical Corporation, Keystone
International, Inc. and Inbrand Corporation, respectively. On July 2, 1997,
Tyco, formerly called ADT Limited, merged with Tyco International Ltd., a
Massachusetts corporation at the time ("Former Tyco"). These five
combinations were accounted for under the pooling of interests method of
accounting. As such, the consolidated financial data presented above include
the effect of the mergers, except for the period prior to January 1, 1997,
which does not include Inbrand due to immateriality.

S-8

(2) Operating income in the six months ended March 31, 2001 includes a charge of
$184.3 million for the write-off of purchased in-process research and
development, a non-recurring charge of $39.0 million related to the write-up
of inventory under purchase accounting, a charge of $25.1 million for the
impairment of long-lived assets and a net credit of $2.3 million for
restructuring and other non-recurring items. Operating income in the six
months ended March 31, 2000 includes charges of $99.0 million for the
impairment of long-lived assets and a net credit of $74.4 million for
merger, restructuring and other non-recurring items. See Notes 2, 6 and 7 to
the Consolidated Financial Statements contained in Tyco's quarterly report
on Form 10-Q for the quarterly period ended March 31, 2001, which is
incorporated by reference in this document.

(3) Operating income in the fiscal year ended September 30, 2000 includes a net
charge of $176.3 million, of which $1.0 million is included in cost of
sales, for restructuring and other non-recurring charges, and charges of
$99.0 million for the impairment of long-lived assets. See Notes 12 and 16
to the Consolidated Financial Statements contained in Tyco's Annual Report
on Form 10-K for the fiscal year ended September 30, 2000, which is
incorporated by reference in this document. Income from continuing
operations for the fiscal year ended September 30, 2000 includes a one-time
pre-tax gain of $1,760.0 million related to the issuance of common shares by
a subsidiary. See Note 15 to the Consolidated Financial Statements contained
in Tyco's Annual Report on Form 10-K for the fiscal year ended
September 30, 2000.

(4) Operating income in the fiscal year ended September 30, 1999 includes
charges of $1,035.2 million for merger, restructuring and other
non-recurring charges, of which $106.4 million is included in cost of sales,
and charges of $507.5 million for the impairment of long-lived assets
related to the mergers with U.S. Surgical Corporation and AMP and AMP's
profit improvement plan. See Notes 12 and 16 to the Consolidated Financial
Statements contained in Tyco's Annual Report on Form 10-K for the fiscal
year ended September 30, 2000.

(5) Operating income in the fiscal year ended September 30, 1998 includes
charges of $80.5 million primarily related to costs to exit certain
businesses in U.S. Surgical Corporation's operations and restructuring
charges of $12.0 million related to the continuing operations of U.S.
Surgical Corporation. In addition, AMP recorded restructuring charges of
$185.8 million in connection with its profit improvement plan and a credit
of $21.4 million to restructuring charges representing a revision of
estimates related to its 1996 restructuring activities. See Note 16 to the
Consolidated Financial Statements contained in Tyco's Annual Report on
Form 10-K for the fiscal year ended September 30, 2000.

(6) In September 1997, Tyco changed its fiscal year end from December 31 to
September 30. Accordingly, the nine-month transition period ended
September 30, 1997 is presented.

(7) Operating income in the nine months ended September 30, 1997 includes
charges related to merger, restructuring and other non-recurring costs of
$917.8 million and impairment of long-lived assets of $148.4 million
primarily related to the mergers and integration of ADT, Former Tyco,
Keystone, and Inbrand, and charges of $24.3 million for litigation and other
related costs and $5.8 million for restructuring charges in U.S. Surgical
Corporation's operations. The results for the nine months ended
September 30, 1997 also include a charge of $361.0 million for the write-off
of purchased in-process research and development related to the acquisition
of the submarine systems business of AT&T Corp.

(8) Prior to their respective mergers, ADT, Keystone, U.S. Surgical Corporation
and AMP had December 31 fiscal year ends and Former Tyco had a June 30
fiscal year end. The selected consolidated financial data have been combined
using a December 31 fiscal year end for ADT, Keystone, Former Tyco, U.S.
Surgical Corporation and AMP for the year ended December 31, 1996.

S-9

(9) Operating income in 1996 includes non-recurring charges of $744.7 million
related to the adoption of Statement of Financial Accounting Standards
No. 121 "Accounting for the Impairment of Long-Lived Assets to be Disposed
Of," $237.3 million related principally to the restructuring of ADT's
electronic security services business in the United States and the United
Kingdom, $98.0 million to exit various product lines and manufacturing
operations associated with AMP's operations and $8.8 million of fees and
expenses related to ADT's acquisition of Automated Security (Holdings) plc,
a United Kingdom company.

(10) Per share amounts have been retroactively restated to give effect to the
mergers with Former Tyco, Keystone, Inbrand, U.S. Surgical Corporation and
AMP; a 0.48133 reverse stock split (1.92532 after giving effect to the
subsequent stock splits) effected on July 2, 1997; and two-for-one stock
splits distributed on October 22, 1997 and October 21, 1999, both of which
were effected in the form of a stock dividend.

(11) Tyco has paid a quarterly cash dividend of $0.0125 per common share since
July 2, 1997, the date of the Former Tyco/ADT merger. Prior to the merger
with ADT, Former Tyco had paid a quarterly cash dividend of $0.0125 per
share of common stock since January 1992. ADT had not paid any dividends on
its common shares since 1992. U.S. Surgical Corporation paid quarterly
dividends of $0.04 per share in the year ended September 30, 1998 and the
nine months ended September 30, 1997 and aggregate dividends of $0.08 per
share in 1996. AMP paid dividends of $0.27 per share in the first two
quarters of the year ended September 30, 1999, $0.26 per share in the first
quarter and $0.27 per share in the last three quarters of the year ended
September 30, 1998, $0.26 per share in each of the three quarters of the
nine months ended September 30, 1997 and aggregate dividends of $1.00 per
share in 1996. The payment of dividends by Tyco in the future will depend on
business conditions, Tyco's financial condition and earnings and other
factors.

S-10

CERTAIN BERMUDA AND UNITED STATES FEDERAL INCOME TAX CONSEQUENCES

BERMUDA TAX CONSEQUENCES

In the opinion of Appleby Spurling & Kempe, attorneys in Bermuda for Tyco,
as of the date hereof, there is no Bermuda income, corporation or profits tax,
withholding tax, capital gains tax, capital transfer tax, estate duty or
inheritance tax payable in respect of capital gains realized on a disposition of
Tyco common shares or in respect of distributions by Tyco with respect to Tyco
common shares. Furthermore, Tyco has received from the Minister of Finance of
Bermuda under the Exempted Undertakings Tax Protection Act of 1966 an
undertaking that, in the event of there being enacted in Bermuda any legislation
imposing any tax computed on profits or income, including any dividend or
capital gains withholding tax, or computed on any capital assets, gain or
appreciation or any tax in the nature of an estate or inheritance tax or duty,
the imposition of such tax shall not be applicable to Tyco or any of its
operations, nor to its common shares nor to obligations of Tyco until the year
2016. This undertaking applies to Tyco common shares. It does not, however,
prevent the application of Bermuda taxes to persons ordinarily resident in
Bermuda.

UNITED STATES TAX CONSEQUENCES

The following discussion is a summary of the material U.S. federal income
tax consequences of the acquisition, ownership and disposition of Tyco common
shares. The discussion which follows is based on the U.S. Internal Revenue Code
of 1986, as amended, Treasury Regulations promulgated thereunder, administrative
rulings and pronouncements and judicial decisions as of the date hereof, all of
which are subject to change, possibly with retroactive effect. Any such change
could alter the tax consequences discussed in this document.

The discussion below is for general information only and, except where
specifically noted, does not address the effects of any state, local or non-U.S.
tax laws. In addition, the discussion below relates to persons who hold Tyco
common shares as capital assets. Moreover, this discussion does not purport to
deal with persons in special tax situations, such as partners of partnerships
that hold Tyco common shares, insurance companies, regulated investment
companies, tax-exempt organizations, financial institutions, broker-dealers,
persons who hold Tyco common shares as part of a straddle, conversion
transaction, constructive sale or other arrangement involving more than one
position, U.S. expatriates, and U.S. Holders (as defined below) whose functional
currency is not the U.S. dollar.

As used in this section, a "U.S. Holder" means a beneficial owner of Tyco
common shares who is, for U.S. federal income tax purposes:

- a citizen or resident of the United States;

- a corporation, partnership or other entity, other than a trust, created or
organized in or under the laws of the U.S. or any political subdivision
thereof;

- an estate whose income is subject to U.S. federal income tax regardless of
its source; or

- a trust if, in general, a court within the U.S. is able to exercise
primary supervision over its administration and one or more U.S. persons
have authority to control all of its substantial decisions, or a trust
that has a valid election in effect under applicable U.S. treasury
regulations to be treated as a U.S. person.

As used in this section, a non-U.S. Holder is a beneficial owner of Tyco
common shares who is not a U.S. Holder.

S-11

U.S. HOLDERS

DISTRIBUTIONS

Distributions made to U.S. Holders of Tyco common shares (other than
distributions in liquidation and other than certain distributions of shares of
Tyco or of rights to receive shares of Tyco) will be treated as dividends and
taxable as ordinary income to the extent that such distributions are made out of
Tyco's current or accumulated earnings and profits as determined for U.S.
federal income tax purposes. To the extent that the amount of any distribution
exceeds Tyco's current and accumulated earnings and profits for a taxable year,
the excess will be treated as a tax-free return of capital which reduces such
U.S. Holder's tax basis in the Tyco common shares to the extent thereof, and
thereafter as capital gain. The U.S. federal income tax treatment described in
the immediately preceding sentence applies whether or not such distributions are
treated as a return of capital for non-tax purposes. The amount of any
distribution of property other than cash will be the fair market value of such
property on the date of distribution by Tyco. U.S. Holders of Tyco common shares
that are corporations generally will not be entitled to claim a
dividends-received deduction with respect to distributions by Tyco, because Tyco
is not a U.S. corporation.

Amounts taxable as dividends generally will be treated as foreign source
"passive" income for purposes of computing the foreign tax credit allowable
under U.S. federal tax laws. The rules relating to foreign tax credits and the
timing thereof are extremely complex, and U.S. Holders should consult their own
tax advisors with regard to the availability of foreign tax credits and the
application of the foreign tax credit limitations to their particular
situations.

DISPOSITION

Gain or loss recognized by a U.S. Holder of Tyco common shares on the sale,
exchange or other taxable disposition of Tyco common shares will be subject to
U.S. federal income taxation as capital gain or loss in an amount equal to the
difference between the amount realized on such sale, exchange or other
disposition and such U.S. Holder's adjusted tax basis in the Tyco common shares
surrendered. Such gain or loss will be long-term capital gain or loss if such
U.S. Holder's holding period for its Tyco common shares is more than one year.
Net long-term capital gain recognized by an individual U.S. Holder generally
will be subject to a maximum tax rate of 20%. Any gain or loss so recognized
generally will be from a U.S. source.

INFORMATION REPORTING AND BACKUP WITHHOLDING

Certain U.S. Holders may be subject to information reporting with respect to
payments of dividends on, and the proceeds of the disposition of, Tyco common
shares. U.S. Holders who are subject to information reporting and who do not
provide appropriate information when requested may be subject to backup
withholding at a 31% rate. The amount of any backup withholding from a payment
to a U.S. Holder will be allowable as a refund or credit against such holder's
U.S. federal income tax liability, provided that the required information or
appropriate claim for refund is furnished to the U.S. Internal Revenue Service.
U.S. Holders should consult their tax advisors regarding the imposition of
backup withholding and information reporting with respect to distributions on,
and dispositions of, Tyco common shares.

NON-U.S. HOLDERS

DISTRIBUTIONS AND DISPOSITION

In general, and subject to the discussion below under "Information Reporting
and Backup Withholding," a non-U.S. Holder will not be subject to U.S. federal
income or withholding tax on income from distributions with respect to, or gain
upon the disposition of, Tyco common shares, unless

S-12

either (1) the income or gain is effectively connected with the conduct by the
non-U.S. Holder of a trade or business in the U.S. (or, in the case of a
non-U.S. Holder that is a treaty resident, the income or gain is attributable to
a permanent establishment or fixed base in the U.S.) or (2) in the case of gain
realized by an individual non-U.S. Holder upon a disposition of Tyco common
shares, the non-U.S. Holder is present in the U.S. for 183 days or more in the
taxable year of the sale and certain other conditions are met.

In the event that clause (1) in the preceding paragraph applies, such income
or gain generally will be subject to regular U.S. federal income tax in the same
manner as if such income or gain, as the case may be, were realized by a U.S.
Holder. In addition, if such non-U.S. Holder is a corporation, such income or
gain may be subject to a branch profits tax at a rate of 30%, although a lower
rate may be provided by an applicable income tax treaty. In the event that
clause (2), but not clause (1), in the preceding paragraph applies, the gain
generally will be subject to tax at a rate of 30%, or such lower rate as may be
provided by an applicable income tax treaty.

INFORMATION REPORTING AND BACKUP WITHHOLDING

If the Tyco common shares are held by a non-U.S. Holder through a non-U.S.,
and non-U.S. related, broker or financial institution, information reporting and
backup withholding generally would not be required with respect to distributions
on and dispositions of Tyco common shares. Information reporting, and possibly
backup withholding, may apply if the Tyco common shares are held by a non-U.S.
Holder through a U.S., or U.S. related, broker or financial institution and the
non-U.S. Holder fails to provide appropriate information. The amount of any
backup withholding from a payment to a non-U.S. Holder will be allowable as a
refund or credit against such holder's U.S. federal income tax liability
provided that the requested information or appropriate claim for refund is
furnished to the U.S. Internal Revenue Service. Non-U.S. Holders should consult
their tax advisors regarding the imposition of backup withholding and
information reporting with respect to distributions on and dispositions of Tyco
common shares.

THE FOREGOING DISCUSSION IS INTENDED ONLY AS A SUMMARY AND DOES NOT PURPORT
TO BE A COMPLETE ANALYSIS OR LISTING OF ALL POTENTIAL TAX EFFECTS RELEVANT TO
THE ACQUISITION, OWNERSHIP AND DISPOSITION OF TYCO COMMON SHARES. PROSPECTIVE
INVESTORS ARE URGED TO CONSULT THEIR TAX ADVISORS CONCERNING THE UNITED STATES
FEDERAL, STATE, LOCAL AND NON-UNITED STATES TAX CONSEQUENCES OF THE COMMON
SHARES TO THEM.

S-13

UNDERWRITING

Lehman Brothers Inc., as underwriter, has agreed, subject to the terms and
conditions of an underwriting agreement, to purchase from us, and we have agreed
to sell to the underwriter all of the Tyco common shares that are being sold in
this offering. The underwriting agreement provides that the underwriter is
obligated to purchase all the common shares (other than those covered by the
option described below) if it purchases any of the common shares.

The underwriter proposes to offer the Tyco common shares from time to time
for sale in negotiated transactions, or otherwise, at varying prices to be
determined at the time of each sale. The underwriter has agreed to purchase the
common shares from us at $56.36 per share, subject to the terms and conditions
of the underwriting agreement.

We have granted to the underwriter an option exercisable for 30 days from
the date of this prospectus supplement, to purchase up to an additional
5,247,787 Tyco common shares at $56.36 per share.

We have agreed to indemnify Lehman Brothers Inc. against certain
liabilities, including liabilities under the Securities Act, or to contribute to
payments Lehman Brothers Inc. may be required to make in respect of those
liabilities.

Lehman Brothers Inc. is offering the shares, subject to prior sale, when, as
and if issued to and accepted by it, subject to approval of legal matters by its
counsel, including the validity of the shares, and other conditions contained in
the underwriting agreement, such as the receipt by Lehman Brothers Inc. of
officer's certificates and legal opinions. Lehman Brothers Inc. reserves the
right to withdraw, cancel or modify offers to the public and to reject orders in
whole or in part.

A prospectus and a prospectus supplement in electronic format may be made
available on the Internet sites or through other online services maintained by
Lehman Brothers Inc. or its affiliates. In such case, prospective investors may
view offering terms online and may be allowed to place orders online. Lehman
Brothers Inc. may agree with us to allocate a specific number of common shares
for sale to online brokerage account holders. Any such allocation for online
distributions will be made by Lehman Brothers Inc. on the same basis as other
allocations.

Other than the prospectus supplement in electronic format, the information
on Lehman Brothers Inc.'s web site and any information contained in any other
web site maintained by Lehman Brothers Inc. is not part of the prospectus
supplement or the registration statement of which this prospectus supplement
forms a part, has not been approved and/or endorsed by us or Lehman
Brothers Inc. in its capacity as underwriter and should not be relied upon by
investors.

The expenses of the offering are estimated at $500,000 and are payable by
Tyco.

NO SALES OF SIMILAR SECURITIES

We, our chief executive officer and chief financial officer have agreed,
with exceptions, not to directly or indirectly, sell or transfer any common
shares for 90 days after the date of this prospectus supplement without first
obtaining the written consent of Lehman Brothers Inc. Specifically, we and these
other individuals have agreed not to directly or indirectly:

- offer, pledge, sell, contract to sell, sell any option or contract to
purchase, purchase any option or contract to sell, grant any option,
right or warrant for the sale of, lend or otherwise dispose of or
transfer any of our common shares or securities convertible into or
exchangeable or exercisable for or repayable with our common shares; or

S-14

- enter into any swap or other agreement or any transaction that
transfers, in whole or in part, directly or indirectly, the economic
consequence of ownership of our common shares or other securities, in
cash or otherwise.

The foregoing restriction does not apply to our ability to sell securities
pursuant to existing reservations, agreements and incentive shares plans and
securities issued pursuant to acquisitions.

NEW YORK STOCK EXCHANGE LISTING

Our common shares are listed on the New York Stock Exchange under the symbol
"TYC."

PRICE STABILIZATION AND SHORT POSITIONS

Lehman Brothers Inc. may engage in over-allotment, stabilizing transactions,
syndicate covering transactions or purchases for the purpose of pegging, fixing
or maintaining the price of the common shares, in accordance with Regulation M
under the Securities Exchange Act of 1934:

- Over-allotment involves sales by Lehman Brothers Inc. of common shares
in excess of the number of common shares Lehman Brothers Inc. is
obligated to purchase, which creates a syndicate short position. The
short position may be either a covered short position or a naked short
position. In a covered short position, the number of common shares
over-allotted by Lehman Brothers Inc. is not greater than the number of
common shares that it may purchase in the over-allotment option. In a
naked short position, the number of common shares involved is greater
than the number of common shares in the over-allotment option. Lehman
Brothers Inc. may close out any short position by either exercising its
over-allotment option and/or purchasing common shares in the open
market.

- Stabilizing transactions permit bids to purchase the underlying
security so long as the stabilizing bids do not exceed a specified
maximum.

- Syndicate covering transactions involve purchases of the common shares
in the open market after the distribution has been completed in order
to cover syndicate short positions. In determining the source of common
shares to close out the short position, Lehman Brothers Inc. will
consider, among other things, the price of common shares available for
purchase in the open market as compared to the price at which it may
purchase common shares through the over-allotment option. If Lehman
Brothers Inc. sells more common shares than could be covered by the
over-allotment option, a naked short position, the position can only be
closed out by buying common shares in the open market. A naked short
position is more likely to be created if Lehman Brothers Inc. is
concerned that there could be downward pressure on the price of the
common shares in the open market after pricing that could adversely
affect investors who purchase in the offering.

These stabilizing transactions and syndicate covering transactions may have
the effect of raising or maintaining the market price of our common shares or
preventing or retarding a decline in the market price of the common shares. As a
result, the price of the common shares may be higher than the price that might
otherwise exist in the open market. These transactions may be effected on the
New York Stock Exchange or otherwise and, if commenced, may be discontinued at
any time.

Neither we nor Lehman Brothers Inc. makes any representation or prediction
as to the direction or magnitude of any effect that the transactions described
above may have on the price of the common shares. In addition, neither we nor
Lehman Brothers Inc. makes any representation that Lehman Brothers Inc. will
engage in these transactions or that these transactions, once commenced, will
not be discontinued without notice.

S-15

CANADIAN SALES

This prospectus supplement is not, and under no circumstances is to be
construed as, an advertisement or a public offering of common shares in Canada
or any province or territory thereof. Any offer or sales of common shares in
Canada will be made only under an exemption from the requirements to file a
prospectus supplement or prospectus and an exemption from the dealer
registration requirement in the relevant province or territory of Canada in
which such offer or sale is made.

STAMP TAXES

Purchasers of the common shares offered by this prospectus supplement may be
required to pay stamp taxes and other charges under the laws and practices of
the country of purchase. Accordingly, we urge you to consult a tax advisor with
respect to whether you may be required to pay those taxes or charges, as well as
any other tax consequences that may arise under the laws of the country of
purchase.

OTHER RELATIONSHIPS

In the ordinary course of its business, Lehman Brothers Inc. or its
affiliates have engaged in, and may in the future engage in, investment banking
and other commercial transactions with Tyco and its affiliates. Lehman
Brothers Inc. has received customary fees and commissions for these
transactions. Lehman Commercial Paper Inc., an affiliate of Lehman
Brothers Inc., is a party to our five-year credit agreement. Additionally,
Lehman Brothers Inc. served as a financial advisor to Tyco in connection with
its acquisition of CIT.

S-16

LEGAL MATTERS

Certain matters under the laws of Bermuda related to the common shares will
be passed upon by Appleby Spurling & Kempe, Hamilton, Bermuda, Bermuda counsel.
Our secretary, Michael L. Jones, is a partner in Appleby Spurling & Kempe.
Certain U.S. legal matters regarding the common shares will be passed upon by
Wilmer, Cutler & Pickering, Washington, D.C. Certain U.S. legal matters
regarding the common shares will be passed upon for Lehman Brothers Inc. by
Milbank, Tweed, Hadley & McCloy LLP, New York, New York. Milbank, Tweed, Hadley
& McCloy LLP acts as counsel from time to time in matters for Tyco and certain
of its subsidiaries. Wilmer, Cutler & Pickering and Milbank, Tweed, Hadley &
McCloy LLP will rely on Appleby Spurling & Kempe with respect to matters of
Bermuda law.

EXPERTS

The consolidated financial statements and financial statement schedule of
Tyco as of September 30, 2000 and 1999, and for each of the three years in the
period ended September 30, 2000, included in Tyco's Annual Report on Form 10-K
filed on December 21, 2000, and incorporated by reference in this document, have
been audited by PricewaterhouseCoopers, independent accountants, as set forth in
their report included therein. In its report, that firm states that with respect
to a certain subsidiary its opinion is based upon the report of other
independent accountants, namely Arthur Andersen LLP (as it relates to the
consolidated balance sheet of AMP Incorporated and its subsidiaries as of
September 30, 1998, and the related consolidated statements of income,
shareholders' equity and cash flows for the year ended September 30, 1998). The
consolidated financial statements and financial statement schedule referred to
above have been incorporated herein in reliance on said reports given on the
authority of such firms as experts in auditing and accounting.

The consolidated balance sheets as of December 31, 2000 and 1999 and the
related consolidated statements of income, changes in stockholders' equity and
cash flows of The CIT Group, Inc. and its subsidiaries for each of the years in
the three-year period ended December 31, 2000 have been incorporated by
reference herein in reliance upon the report of KPMG LLP, independent certified
public accountants, also incorporated by reference herein, and upon the
authority of KPMG LLP as experts in accounting and auditing.

S-17

PROSPECTUS

$2,500,000,000

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[LOGO]

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DEBT SECURITIES
PREFERENCE SHARES
DEPOSITARY SHARES
COMMON SHARES

--------------

Tyco International Ltd. may offer from time to time:

- unsecured debt securities

- preference shares

- depositary shares

- common shares.

Specific terms of the securities will be fully described in the prospectus
supplement that will accompany this prospectus. Please read both the prospectus
supplement and this prospectus carefully before you invest.

This prospectus may not be used to sell securities unless accompanied by a
prospectus supplement.

-------------------

NEITHER THE SECURITIES AND EXCHANGE COMMISSION NOR ANY STATE SECURITIES
COMMISSION NOR THE REGISTRAR OF COMPANIES OR THE BERMUDA MONETARY AUTHORITY IN
BERMUDA HAS APPROVED OR DISAPPROVED OF THESE SECURITIES OR DETERMINED IF THIS
DOCUMENT IS TRUTHFUL OR COMPLETE. ANY REPRESENTATION TO THE CONTRARY IS A
CRIMINAL OFFENSE.

The date of this prospectus is September 18, 2000.

TABLE OF CONTENTS

PAGE
--------

Where You Can Find More Information......................... ii

Forward Looking Information................................. iii

Tyco........................................................ 1

Use of Proceeds............................................. 1

Ratio of Earnings to Fixed Charges.......................... 2

The Securities Tyco May Offer............................... 3

Description of the Debt Securities.......................... 3

Description of the Preference Shares........................ 11

Description of the Depositary Shares........................ 11

Description of the Common Shares............................ 14

Plan of Distribution........................................ 17

Service of Process and Enforcement of Liabilities........... 18

Legal Matters............................................... 19

Experts..................................................... 19

-------------------

WHERE YOU CAN FIND MORE INFORMATION

In connection with this offering, Tyco has filed with the Securities and
Exchange Commission a registration statement under the United States Securities
Act of 1933 relating to the securities. As permitted by SEC rules, this document
omits certain information included in the registration statement. For a more
complete understanding of the securities and this offering, you should refer to
the registration statement, including its exhibits.

Tyco also files annual, quarterly and current reports, proxy statements and
other information with the SEC. Tyco's filings are available to the public over
the Internet at the SEC's web site at http://www.sec.gov. You may also read and
copy any document Tyco files with the SEC at the SEC's public reference rooms in
Washington, D.C., New York, New York and Chicago, Illinois. Please call the SEC
at 1-800-SEC-0330 for further information on the public reference rooms. Tyco's
common shares are listed on the New York Stock Exchange, as well as the London
and Bermuda Stock Exchanges. You can obtain information about Tyco from the New
York Stock Exchange at 20 Broad Street, New York, New York 10005.

The SEC allows Tyco to "incorporate by reference" information in documents
filed with the SEC, which means that Tyco can disclose important information to
you by referring you to those documents. These incorporated documents contain
important business and financial information about Tyco that is not included in
or delivered with this document. The information incorporated by reference is
considered to be part of this document, and later information filed with the SEC
may update and supersede this information. Tyco incorporates by reference the
documents listed below and any future filings made with the SEC under
Section 13(a), 13(c), 14 or 15(d) of the United States Securities Exchange Act
of 1934 prior to the end of the offering of securities under this document.

1. Tyco's Annual Report on Forms 10-K and 10-K/A for the fiscal year
ended September 30, 1999.

2. Tyco's Quarterly Reports on Forms 10-Q and 10-Q/A for the quarters
ended December 31, 1999, March 31, 2000 and June 30, 2000.

3. Tyco's Current Reports on Form 8-K filed on December 9, 1999,
December 10, 1999, January 20, 2000 and July 14, 2000.

4. The description of Tyco's common shares as set forth in Tyco's
Registration Statement on Form 8-A/A filed on March 1, 1999.

You may request a copy of these filings at no cost, by writing or calling
Tyco at the following address or telephone number:

Tyco International Ltd.
The Zurich Centre, Second Floor
90 Pitts Bay Road
Pembroke HM 08, Bermuda
(441) 292-8674

Exhibits to the documents will not be sent, however, unless those exhibits
have specifically been incorporated by reference in this document.

YOU SHOULD RELY ONLY ON THE INFORMATION PROVIDED OR INCORPORATED BY
REFERENCE IN THIS DOCUMENT. TYCO HAS NOT AUTHORIZED ANYONE ELSE TO PROVIDE YOU
WITH DIFFERENT INFORMATION. YOU SHOULD NOT ASSUME THAT THE INFORMATION IN THIS
DOCUMENT IS ACCURATE AS OF ANY DATE OTHER THAN THE DATE ON THE FRONT OF THIS
DOCUMENT.

References to "$" in this prospectus are to United States dollars.

FORWARD LOOKING INFORMATION

Certain statements contained or incorporated by reference in this document
are "forward looking statements" within the meaning of the United States Private
Securities Litigation Reform Act of 1995. All forward looking statements involve
risks and uncertainties. In particular, any statements contained in this
document or any document incorporated by reference in this document regarding
the consummation and benefits of future acquisitions, as well as expectations
with respect to future sales, operating efficiencies and product expansion, are
subject to known and unknown risks, uncertainties and contingencies, many of
which are beyond the control of Tyco, which may cause actual results,
performance or achievements to differ materially from anticipated results,
performances or achievements. Factors that might affect such forward looking
statements include, among other things:

- overall economic and business conditions;

- the demand for Tyco's goods and services;

- competitive factors in the industries in which Tyco competes;

- changes in government regulation;

- changes in tax requirements, including tax rate changes, new tax laws and
revised tax law interpretations;

- results of litigation;

- interest rate fluctuations, foreign currency rate fluctuations and other
capital market conditions;

- economic and political conditions in international markets, including
governmental changes and restrictions on the ability to transfer capital
across borders;

- the ability to achieve anticipated synergies and other costs savings in
connection with acquisitions;

- the timing, impact and other uncertainties of future acquisitions; and

- the timing of construction and the successful operation of the TyCom
Global Network-TM-.

iii

TYCO

Tyco is a diversified manufacturing and service company that, through its
subsidiaries:

- designs, manufactures and distributes electrical and electronic
components and designs, manufactures, installs and services undersea
cable communication systems;

- designs, manufactures and distributes disposable medical supplies and
other specialty products, and conducts auto redistribution services;

- designs, manufactures, installs and services fire detection and
suppression systems and installs, monitors and maintains electronic
security systems; and

- designs, manufactures and distributes flow control products.

Tyco's strategy is to be the low-cost, high-quality producer and provider in
each of its markets. It promotes its leadership position by investing in
existing businesses, developing new markets and acquiring complementary
businesses and products. Combining the strengths of its existing operations and
its business acquisitions, Tyco seeks to enhance shareholder value through
increased earnings per share and strong cash flows.

Tyco reviews acquisition opportunities in the ordinary course of its
business, some of which may be material and some of which are currently under
investigation, discussion or negotiation. There can be no assurance that any of
such acquisitions will be consummated.

Tyco is a Bermuda company whose registered and principal executive offices
are located at The Zurich Centre, Second Floor, 90 Pitts Bay Road, Pembroke
HM 08, Bermuda, and its telephone number is (441) 292-8674. The executive
offices of Tyco's principal United States subsidiaries are located at One Tyco
Park, Exeter, New Hampshire 03833. The telephone number there is
(603) 778-9700.

USE OF PROCEEDS

Unless otherwise specified in the applicable prospectus supplement, Tyco
intends to use the net proceeds from the sale of the securities to refinance, in
part, existing indebtedness, to finance recently announced acquisitions and for
general corporate purposes. Funds not required immediately for these purposes
may be invested temporarily in short-term marketable securities.

RATIO OF EARNINGS TO FIXED CHARGES

The following table sets forth the ratio of earnings to fixed charges of
Tyco for the nine months ended June 30, 2000, the years ended September 30, 1999
and 1998, the nine-month transition period ended September 30, 1997 and the
years ended December 31, 1996 and 1995.

NINE
MONTHS NINE MONTHS
ENDED YEAR ENDED ENDED YEAR ENDED
JUNE 30, SEPTEMBER 30, SEPTEMBER 30, DECEMBER 31,
--------- ------------------- ------------- -------------------
2000 1999 1998 1997(4) 1996 1995
--------- -------- -------- ------------- -------- --------

Ratio of earnings to fixed charges
(1)(2)(3)................................ 5.89 3.53 5.07 1.00 2.54 4.68

- ------------------------

(1) For purposes of determining the ratio of earnings to fixed charges, earnings
consist of income (loss) before income taxes, extraordinary items,
cumulative effect of accounting changes and fixed charges. Fixed charges
consist of interest on indebtedness, amortization of debt expenses and
one-third of rent expense which is deemed representative of an interest
factor.

(2) On July 2, 1997, Tyco, formerly called ADT Limited, merged with Tyco
International Ltd., a Massachusetts corporation ("Former Tyco"). On
April 2, 1999, October 1, 1998, August 29, 1997 and August 27, 1997, Tyco
consummated mergers with AMP Incorporated, United States Surgical
Corporation, Keystone International, Inc. and Inbrand Corporation,
respectively. Each of the five merger transactions qualifies for the pooling
of interests method of accounting. As such, the ratios of earnings to fixed
charges presented above include the effect of the mergers, except that the
calculation presented above for periods prior to January 1, 1997 does not
include Inbrand due to immateriality.

Prior to their respective mergers, AMP, US Surgical, Keystone, and ADT had
December 31 year ends and Former Tyco had a June 30 fiscal year end. The
historical results upon which the ratios are based have been combined using
a December 31 year end for AMP, US Surgical, Keystone, ADT and Former Tyco
for the year ended December 31, 1996. For 1995, the ratio of earnings to
fixed charges reflects the combination of AMP, US Surgical, Keystone and ADT
with a December 31 year end and Former Tyco with a June 30 fiscal year end.

(3) Earnings for the nine months ended June 30, 2000, the years ended
September 30, 1999 and 1998, the nine months ended September 30, 1997 and
the years ended December 31, 1996 and 1995 include merger, restructuring and
other non-recurring (credits) charges of $(81.3) million (of which $1.0
million is included in cost of sales), $1,035.2 million (of which
$106.4 million is included in cost of sales), $256.9 million,
$947.9 million, $344.1 million and $97.1 million, respectively. Earnings
also include charges for the impairment of long-lived assets of $99.0
million, $507.5 million, $148.4 million, $744.7 million and $8.2 million in
the nine months ended June 30, 2000, the year ended September 30, 1999, the
nine months ended September 30, 1997 and the years ended December 31, 1996
and 1995, respectively. The 1997 period also includes a write-off of
purchased in-process research and development of $361.0 million. The 1995
period also includes a net loss on the disposal of businesses of $34.4
million.

On a pro forma basis, the ratio of earnings to fixed charges excluding
merger, restructuring and other non-recurring (credits) charges, charges for
the impairment of long-lived assets, the write-off of purchased in-process
research and development and the net loss on the disposal of businesses
would have been 5.91x, 5.82x, 5.68x, 6.81x, 5.76x and 5.09x for the nine
months ended June 30, 2000, the years ended September 30, 1999 and 1998, the
nine months ended September 30, 1997 and the years ended December 31, 1996
and 1995, respectively.

(4) In September 1997, Tyco changed its fiscal year end from December 31 to
September 30. Accordingly, the nine-month transition period ended
September 30, 1997 is presented.

THE SECURITIES TYCO MAY OFFER

Tyco may offer up to $2,500,000,000 of any of the following securities
either separately or in units: debt securities, preference shares, depositary
shares and common shares. Prospectus supplements will describe the specific
amounts, prices and terms of these securities.

DESCRIPTION OF THE DEBT SECURITIES

The debt securities will be issued under one or more indentures between Tyco
and the trustee under the indentures. The following description is subject to
the detailed provisions of the indentures, copies of which can be obtained upon
request from Tyco. See "Where You Can Find More Information" on page i. The
indentures are subject to, and governed by, the Trust Indenture Act of 1939. The
statements made in this section relating to the indentures and to the debt
securities to be issued under the indentures are summaries and do not purport to
be complete. For a full description of the terms of the debt securities, you
should refer to the indentures, as supplemented by any applicable supplemental
indentures.

THE FOLLOWING IS A DESCRIPTION OF THE GENERAL TERMS AND PROVISIONS OF THE
DEBT SECURITIES SET FORTH IN THE INDENTURES AND WHICH MAY APPLY TO ANY SERIES OF
DEBT SECURITIES. THE PARTICULAR TERMS OF A SERIES OF DEBT SECURITIES AND THE
EXTENT, IF ANY, TO WHICH THESE GENERAL TERMS DO NOT APPLY TO SUCH DEBT
SECURITIES, WILL BE SET FORTH IN A SUPPLEMENTAL INDENTURE AND DESCRIBED IN A
PROSPECTUS SUPPLEMENT RELATING TO THE PARTICULAR SERIES OF DEBT SECURITIES. SEE
"PROSPECTUS SUPPLEMENTS" BELOW. ACCORDINGLY, FOR A DESCRIPTION OF THE TERMS AND
PROVISIONS OF ANY PARTICULAR SERIES OF DEBT SECURITIES, YOU MUST REFER TO BOTH
THIS DESCRIPTION AND THE DESCRIPTION OF THE PARTICULAR SERIES CONTAINED IN THE
APPLICABLE PROSPECTUS SUPPLEMENT.

GENERAL

The debt securities will be direct, unsecured obligations of Tyco in the
form of either senior or subordinated debt. The senior debt securities and the
subordinated debt securities are together referred to in this prospectus as the
"debt securities." The senior debt securities will rank equally with other
unsecured and unsubordinated obligations of Tyco for money borrowed. The
subordinated debt securities will be entitled to payment only after payment has
been made on the senior indebtedness.

The debt securities will be effectively subordinated to all existing and
future indebtedness and other liabilities of Tyco's subsidiaries. Tyco's rights
and the rights of its creditors, including holders of debt securities, to
participate in any distribution of assets of any subsidiary upon a liquidation
or reorganization or otherwise of such subsidiary will be effectively
subordinated to the claims of the subsidiary's creditors, except to the extent
that Tyco or any of its creditors may itself be a creditor of that subsidiary.

The senior debt securities will be issued under a senior indenture and the
subordinated debt securities will be issued under a subordinated indenture.
Together, the senior indenture and subordinated indenture are called
"indentures" in this prospectus. The indentures do not limit other indebtedness
or securities which may be incurred or issued by Tyco or any of its subsidiaries
or contain financial or similar restrictions on Tyco or any of its subsidiaries.
There are no covenants or provisions contained in the indentures which afford
the holders of debt securities protection in the event of a highly leveraged
transaction, reorganization, restructuring, merger or similar transaction
involving Tyco. The consummation of any highly leveraged transaction,
reorganization, restructuring, merger or similar transaction could cause a
material decline in the credit quality of any outstanding debt securities.

Debt securities may be issued either in certificated, fully registered form,
without coupons, or as global notes under a book-entry system. See "Book-Entry,
Delivery and Form" below. Upon receipt of an authentication order from Tyco
together with any other documentation required by the indentures,

the trustee will authenticate debt securities in the form and amount required by
the supplemental indenture relating to the series of debt securities.

Principal and premium, if any, will be payable, and the debt securities will
be transferable and exchangeable without any service charge, at the office of
the trustee. Tyco may require payment of a sum sufficient to cover any tax or
other governmental charge payable in connection with any such transfer or
exchange.

The indentures do not limit the aggregate principal amount of debt
securities which may be issued thereunder.

PROSPECTUS SUPPLEMENTS

The following terms of and information relating to a particular series of
debt securities offered pursuant to this document will be set forth in the
applicable prospectus supplement:

- the title of the debt securities

- the aggregate principal amount of the debt securities

- the date or dates on which principal of, and premium, if any, on the
debt securities is payable

- the rate at which the debt securities shall bear interest, if any, or
the method by which the interest rate will be determined

- the date or dates from which interest will accrue

- the date or dates on which interest will be payable and any related
record dates

- any redemption, repayment or sinking fund provisions

- the terms, if any, upon which the debt securities may be convertible
into or exchanged for securities of any kind of Tyco or of any other
issuer or obligor and the terms and conditions upon which such
conversion or exchange shall be effected

- the denominations in which the debt securities will be issuable

- any applicable material income tax considerations

- if other than the principal amount of the debt securities, the portion
of the principal amount due upon acceleration

- whether the debt securities will be issued in the form of a global
security or securities

- any covenants, including any restrictive covenants, of Tyco with
respect to the debt securities provided in an applicable supplemental
indenture

- any subordination provisions if different from those described below
under "Subordinated Debt Securities"

- any other specific terms of the debt securities

- if other than the trustee named in the senior indenture, the identity
of any trustees, paying agents or registrars with respect to the debt
securities

BOOK-ENTRY, DELIVERY AND FORM

THE GLOBAL NOTES

A series of debt securities may be issued in whole or in part in the form of
one or more global securities under a book-entry system. Each global security

- will be deposited with, or on behalf of, The Depository Trust Company,
and registered in the name of Cede & Co., as DTC's nominee, or

- will remain in the custody of the trustee pursuant to a FAST Balance
Certificate Agreement between DTC and the trustee.

DEPOSITARY PROCEDURES

The descriptions of the operations and procedures of DTC set forth below are
provided solely as a matter of convenience. These operations and procedures are
solely within the control of DTC and its participants and are subject to change
by them from time to time. Tyco takes no responsibility for these operations and
procedures, and urges investors to contact DTC or its participants directly to
discuss these matters.

DTC has advised Tyco that it is a limited purpose trust company organized
under the laws of the State of New York. DTC was created to hold securities for
its participants and to facilitate the clearance and settlement of securities
transactions between its participants through electronic book-entry changes to
the accounts of its participants. DTC's participants include securities brokers
and dealers, banks and trust companies, clearing corporations and certain other
organizations. Access to DTC's system is also available to other entities such
as banks, brokers, dealers and trust companies that clear through or maintain a
custodial relationship with a participant, either directly or indirectly.
Investors who are not participants may beneficially own securities held by or on
behalf of DTC only through DTC participants or indirect participants. The
ownership interests in and transfers of ownership interests in each security
held by or on behalf of DTC are recorded on the records of the participants.

DTC has also advised Tyco that pursuant to procedures established by DTC:

1. upon the deposit of global notes representing debt securities with
DTC, DTC will credit the accounts of its participants with an interest in
the global notes. The accounts to be credited will be designated by the
underwriters or agents, if any, or by Tyco, if such debt securities were
offered and sold directly by Tyco; and

2. ownership of the debt securities will be shown on, and the transfer
of ownership thereof will be effected only through, records maintained by
DTC, with respect to the interests of its participants, and the records of
DTC's participants and indirect participants, with respect to the interests
of other owners of beneficial interest in the debt securities.

The laws of some jurisdictions may require that certain purchasers of
securities take physical delivery of such securities in definitive form.
Accordingly, the ability to transfer interests in debt securities represented by
global notes to such persons may be limited. In addition, because DTC can act
only on behalf of its participants, who in turn act on behalf of persons who
hold interests through a DTC participant, the ability of a person having an
interest in debt securities represented by a global note to pledge or transfer
such interest to persons or entities that do not participate in DTC's system, or
to otherwise take actions in respect of such interest, may be affected by the
lack of a physical definitive security in respect of such interest.

So long as DTC or its nominee is the registered owner of a global note, DTC
or such nominee, as the case may be, will be considered the sole owner or holder
of the debt securities represented by the

global note for all purposes under the indentures. Except as provided below,
owners of beneficial interests in a global note will not be entitled to have
debt securities represented by such global note registered in their names, will
not receive or be entitled to receive physical delivery of certificated debt
securities, and will not be considered the owners or holders thereof under the
indentures for any purpose, including with respect to the giving of any
direction, instruction or approval to the trustee under the related indenture.
Accordingly, each holder owning a beneficial interest in a global note must rely
on the procedures of DTC and, if such holder is not a DTC participant or an
indirect participant, on the procedures of the participant through which such
holder owns its interest, to exercise any rights of a holder of debt securities
under the related indenture or such global note. Tyco understands that under
existing industry practice, in the event that Tyco requests any action of
holders of debt securities, or a holder that is an owner of a beneficial
interest in a global note desires to take any action that DTC, as the holder of
such global note, is entitled to take, DTC would authorize its participants to
take such action and the participants would authorize holders owning through
participants to take such action or would otherwise act upon the instruction of
such holders.

Payments with respect to the principal of, and premium, if any, and interest
on, any debt securities represented by a global note registered in the name of
DTC or its nominee on the applicable record date will be payable by the trustee
to DTC or its nominee in its capacity as the registered holder of the global
note representing the debt securities under the indentures. Under the terms of
the indentures, Tyco and the trustee may treat the persons in whose names the
global notes are registered as the owners thereof for the purpose of receiving
payment thereon and for any and all other purposes whatsoever. Consequently,
neither Tyco nor the trustee nor any agent of Tyco or the trustee has or will
have any responsibility or liability for:

- any aspect of DTC's records or any participant's or indirect participant's
records relating to, or payments including principal, premium, if any, and
interest made on account of, any beneficial ownership interest in the
global notes of any series, or for maintaining, supervising or reviewing
any of DTC's records or any participant's or indirect participant's
records relating to the beneficial ownership interests of the global notes
of such series; or

- any other matter relating to the actions and practices of DTC or any of
its participants or indirect participants.

DTC has advised Tyco that its current practice, upon receipt of any payment
in respect of securities such as the debt securities including principal and
interest, is to credit the accounts of the relevant participants with the
payment on the payment date, in amounts proportionate to their respective
holdings in the principal amount of beneficial interest in the relevant security
as shown on the records of DTC, unless DTC has reason to believe it will not
receive payment on such payment date. Payments by the participants and the
indirect participants to the beneficial owners of any series of debt securities
will be governed by standing instructions and customary practices and will be
the responsibility of the participants or the indirect participants and will not
be the responsibility of DTC, the trustee, or Tyco. Neither Tyco nor the trustee
will be liable for any delay by DTC or any of its participants in identifying
the beneficial owners of the debt securities, and Tyco and the trustee may
conclusively rely on and will be protected in relying on instructions from DTC
or its nominee for all purposes.

CERTIFICATED DEBT SECURITIES

If:

1. Tyco notifies the trustee in writing that DTC is no longer willing or
able to act as a depositary or DTC ceases to be registered as a clearing
agency under the Exchange Act and a successor depositary is not appointed
within 90 days of such notice or cessation,

2. Tyco, at its option, notifies the trustee in writing that it elects
to cause the issuance of debt securities in definitive form under the
indenture, or

3. upon the occurrence of certain other events as provided in any
supplemental indenture, then,

upon surrender by DTC of the global notes representing the debt securities,
certificated debt securities will be issued in the names and denominations
requested by DTC in accordance with its customary procedures. Upon any such
issuance, the trustee is required to register the certificated debt securities
in the requested names and cause the certificates to be delivered to the
registered holders.

Neither Tyco nor the trustee shall be liable for any delay by DTC or any DTC
participant or indirect participant in identifying the beneficial owners of the
related debt securities and may conclusively rely on, and shall be protected in
relying on, instructions from DTC for all purposes.

MERGER, CONSOLIDATION, SALE OR CONVEYANCE

The indentures provide that Tyco will not merge or consolidate with any
person and will not sell or convey all or substantially all of its assets to any
person, unless:

1. Tyco is the continuing corporation, or

2. the successor corporation or person that acquires all or
substantially all of the assets of Tyco, shall expressly assume,

- the payment of principal of, premium, if any, and interest on all
debt securities issued under the indentures, and

- the observance of all the covenants and agreements under the
indentures to be performed or observed by Tyco,

and in either case, immediately after such merger, consolidation, sale or
conveyance, Tyco, or such successor corporation or person, as the case may be,
shall not be in default in the performance of the covenants and agreements of
the indentures to be performed or observed by Tyco.

EVENTS OF DEFAULT

An event of default with respect to a series of debt securities issued under
either indenture is defined in the related indenture as being:

- default for 30 days in payment of any interest on any debt securities
of such series;

- default in any payment of principal of, or sinking fund installment,
if any, on, any debt securities of such series;

- default by Tyco in performance of any other of the covenants or
agreements in respect of the debt securities of such series that
continues for 90 days after Tyco has been given notice of such
failure in accordance with the indentures;

- certain events involving bankruptcy, insolvency or reorganization of
Tyco; or

- any other event of default provided in a supplemental indenture, a
resolution of the Board of Directors, or in the form of the security
related to the issuance of a series of debt securities.

The indentures provide that the trustee shall transmit notice of any uncured
default under the indentures known to the trustee with respect to any series of
debt securities issued thereunder, within 90 days after the occurrence of such
default, to the holders of the debt securities of each affected series, except
that the trustee may withhold notice to the holders of any series of debt
securities of any

default, except in payment of principal of, premium, if any, or interest on such
series, or in the payment of any sinking fund or purchase installment with
respect to the series, if the trustee determines in good faith in accordance
with procedures set forth in the indenture that it is in the interest of the
holders of such series of debt securities to do so.

If an event of default due to:

- the default in payment of interest, principal or sinking fund
installment with respect to any series of debt securities issued
under the indentures,

- the default in the performance or breach of any other covenant or
agreement of Tyco applicable to the debt securities of such series
but not applicable to all outstanding debt securities issued under
the indentures, or

- any other event of default provided in a supplemental indenture, a
resolution of the Board of Directors, or in the form of the security
related to the issuance of a series of debt securities,

shall have occurred and be continuing, either the trustee or the holders of not
less than 25% in principal amount of the debt securities of such series then
outstanding may declare the principal of all debt securities of such series and
interest accrued thereon to be due and payable immediately.

If an event of default due to:

- a default in the performance of any other of the covenants or
agreements of Tyco applicable to all outstanding debt securities
issued under the related indenture and then outstanding;

- certain events of bankruptcy, insolvency and reorganization of Tyco;
or

- any other event of default provided in a supplemental indenture, a
resolution of the Board of Directors, or in the form of the security
related to the issuance of a series of debt securities

shall have occurred and be continuing, either the trustee or the holders of not
less than 25% in principal amount of all debt securities issued under the
related indenture and then outstanding, treated as one class, may declare the
principal of all such debt securities and interest accrued thereon to be due and
payable immediately.

In certain circumstances, such declarations may be annulled and past
defaults may be waived by the holders of a majority in principal amount of the
outstanding debt securities of an affected series, voting as a separate class,
or all debt securities outstanding under the related indenture, voting as a
single class, as the case may be.

The holders of a majority in principal amount of the outstanding debt
securities of each affected series shall have the right to direct the time,
method and place of conducting any proceeding for any remedy available to the
trustee with respect to the debt securities of such series, subject to certain
limitations specified in the related indenture.

The indentures provide that no holder of debt securities of any series may
institute any action against Tyco under the indentures, except actions for
payment of overdue principal, premium, if any, or interest, unless such holder
previously shall have given to the trustee written notice of default and
continuance thereof and unless the holders of not less than 25% in principal
amount of the debt securities of such series then outstanding shall have
requested the trustee to institute such action and shall have offered the
trustee reasonable indemnity, the trustee shall not have instituted such action
within 60 days of such request, and the trustee shall not have received
direction inconsistent with such

request by the holders of a majority in principal amount of the debt securities
of such series then outstanding.

Each of the indentures requires the annual filing by Tyco with the trustee
of a written statement as to compliance with the covenants and agreements
contained in the related indenture.

DISCHARGE, DEFEASANCE AND COVENANT DEFEASANCE

Tyco may discharge or defease its obligations under each of the indentures
as set forth below.

Under terms satisfactory to the trustee, Tyco may discharge the related
indenture with respect to any series of debt securities issued under that
indenture if all securities in the series have not already been delivered to the
trustee for cancellation and have either become due and payable or are by their
terms due and payable within one year, or may be called for redemption within
one year, by irrevocably depositing with the trustee cash or direct obligations
of the United States as trust funds in an amount certified to be sufficient to
pay at maturity, or upon redemption, the principal of, premium, if any, and
interest and any other sums payable, if any, on such debt securities. However,
Tyco will maintain any rights to optional redemption and may not avoid

- its duty to register the transfer or exchange of debt securities of such
series, or to replace any mutilated, destroyed, lost or stolen debt
securities of such series,

- the rights of holders of such debt securities to receive from the funds
deposited with the trustee payments of principal and interest and sinking
fund payments, if any, on such securities, on the stated due dates for
such payments, or

- the rights, obligations and immunities of the trustee under the related
indenture.

In the case of any series of debt securities in respect of which the exact
amounts of principal of and interest due on such series can be determined at the
time of making the deposit referred to below, Tyco at its option at any time may
also:

1. discharge any and all of its obligations to holders of such series
of debt securities ("defeasance"), but may not thereby avoid the obligations
enumerated in the previous paragraph; or

2. be released with respect to such series of debt securities from the
obligations described under "Merger, Consolidation, Sale or Conveyance"
above and the obligation to notify the trustee within 30 days of an event of
default and may omit to comply with such obligations without creating an
event of default ("covenant defeasance").

Defeasance or covenant defeasance may be effected only if, among other
things:

1. Tyco irrevocably deposits with the trustee cash and/or direct
obligations of the United States, as trust funds in an amount certified by a
nationally recognized firm of independent public accountants or a nationally
recognized investment banking firm to be sufficient to pay each installment
of principal and interest and any mandatory sinking fund payments, if any,
on all outstanding debt securities of the relevant series on the dates such
installments of principal, premium, if any, and interest are due;

2. no default or event of default shall have occurred and be continuing
on the date of the deposit referred to in clause 1 or, in respect of certain
events of bankruptcy, insolvency or reorganization, during the period ending
on the 121st day after the date of such deposit, or any longer applicable
preference period; and

3. Tyco delivers to the trustee an officer's certificate and opinion of
counsel, stating that all conditions precedent to defeasance or covenant
defeasance as applicable, have been met.

MODIFICATION OF THE INDENTURES

Each indenture contains provisions permitting Tyco and the trustee, with the
consent of the holders of not less than a majority of the principal amount of
all affected series of the debt securities issued under the related indenture at
the time outstanding, voting as one class, to modify the related indenture or
any supplemental indenture or the rights of the holders of the debt securities
of such series. Without the consent of the holder of each debt security
affected, the related indenture cannot be modified to:

1. extend the final maturity of any of the debt securities or reduce the
principal amount thereof, reduce the rate or extend the time of payment of
interest thereon, reduce any amount payable on redemption thereof, or reduce
the amount of any original issue discount security payable upon acceleration
or provable in bankruptcy, impair or affect the right of any holder of the
debt securities to institute suit for the payment thereof or, if the debt
securities so provide, any optional right of repayment, or

2. reduce the aforesaid percentage in principal amount of debt
securities of any series, the consent of the holders of which is required
for any such supplemental indenture.

Each indenture contains provisions permitting Tyco and the trustee, without
the consent of any holders of debt securities, to enter into a supplemental
indenture, among other things, for purposes of

- curing any ambiguity,

- correcting or supplementing any provision contained in the indenture
or in any supplemental indenture or making other provisions in regard
to the matters or questions arising under the indenture or any
supplemental indenture as the Board of Directors of Tyco deems
necessary or desirable and which does not adversely affect the
interests of the holders of debt securities in any material respect,
or

- establishing the form or terms of any series of debt securities as are
not otherwise inconsistent with any of the provisions of the affected
indenture.

SUBORDINATED DEBT SECURITIES

The indebtedness evidenced by the subordinated debt securities is
subordinated to the extent provided in the subordinated indenture to the prior
payment in full of all senior indebtedness, including any senior debt
securities. Senior indebtedness generally includes all indebtedness for money
borrowed by Tyco, except indebtedness that is expressly stated to not be
superior to the subordinated debt securities or to rank equal to the
subordinated debt securities.

Upon any distribution of Tyco's assets upon any dissolution, winding up,
liquidation or reorganization, payments on the subordinated debt securities will
be subordinated in right of payment to the prior payment in full in cash of all
senior indebtedness.

In the event of any acceleration of the subordinated debt securities because
of an event of default, holders of any senior indebtedness would be entitled to
payment in full in cash of all senior indebtedness before the holders of
subordinated debt securities are entitled to receive any payment or
distribution.

Tyco is required to promptly notify holders of senior indebtedness if
payment of the subordinated debt securities is accelerated because of an event
of default. Tyco also may not make payment on the subordinated debt securities
if a default in the payment of senior indebtedness occurs and is continuing.

As a result of these subordination provisions, in the event of Tyco's
bankruptcy, dissolution or reorganization, holders of senior indebtedness may
receive more, ratably, and holders of the subordinated debt securities may
receive less, ratably, than Tyco's other creditors. The subordination provisions
will not prevent the occurrence of any event of default under the subordinated
indenture.

If the trustee or any holder receives any payment that should not have been
made to them in contravention of subordination provisions before all senior
indebtedness is paid in full, then such payment will be held in trust for the
holders of senior indebtedness.

CONCERNING THE TRUSTEE

The trustee may hold debt securities issued under each indenture, act as a
depository for funds of, make loans to, or perform other services for, Tyco and
its subsidiaries as if it were not the trustee.

DESCRIPTION OF THE PREFERENCE SHARES

Tyco has authorized 125,000,000 preference shares with a nominal value of
U.S. $1 each. As of June 30, 2000, none of Tyco's preference shares were
outstanding. Under the Tyco Bye-Laws, Tyco's Board of Directors may designate,
allot and issue preference shares from the authorized and unissued Preference
Shares from time to time in one or more series. Subject to limitations imposed
by law, Tyco's Memorandum of Association and Bye-Laws, the Board of Directors of
Tyco has the authority to fix the designations, rights and restrictions of each
series of preference shares as it deems appropriate, and the rights and
restrictions of any one series may differ in all or any respects from the rights
and restrictions of any other series of preference shares. These designations,
rights and restrictions for each series may include the following, among others:

- designation of the title of the series;

- the number of shares in the series;

- dividend rates;

- amounts payable on each series on redemption or return of capital;

- the terms and conditions of any conversion rights into Tyco common stock
or any other Tyco securities, including mandatory and optional conversion
provisions;

- voting rights;

- sinking fund provisions, if any; and

- special or relative rights in the event of liquidation, dissolution,
distribution or winding up or otherwise.

The prospectus supplement relating to each new series of preference shares
will specify the particular amount, price and terms of that new series.

DESCRIPTION OF THE DEPOSITARY SHARES

The following description is a summary of the terms of Tyco's depositary
shares. This summary is not complete. The prospectus supplement will describe
the specific terms of the depositary shares offered through that prospectus
supplement and any general terms outlined in this section that will not apply to
those depositary shares. Tyco will file with the SEC the form of deposit
agreement, including a form of depositary receipt, and investors should read the
forms of deposit agreement and depositary receipt relating to any series of
preference shares for information that may be important. In addition, this
summary is subject to the applicable provisions of Bermuda law, and to Tyco's
Memorandum of Association and Bye-Laws, which are filed as exhibits to the
registration statement related to this prospectus.

GENERAL

Tyco may, at its option, elect to offer fractional interests in preference
shares, rather than full preference shares. If Tyco elects to offer fractional
interests, Tyco will cause a depositary to issue receipts for depositary shares,
each of which will represent a fractional interest in a share of a particular
series of preference shares. Each owner of a depositary share will be entitled,
in proportion to the applicable fractional interest in the preference shares
underlying that depositary share, to all rights and preferences of those
preference shares, including dividends, voting, redemption and liquidation
rights.

The preference shares underlying the depositary shares will be deposited
under a deposit agreement between Tyco, the depositary and the holders of the
depositary receipts evidencing the depositary shares. The depositary will be a
bank or trust company selected by Tyco. The depositary will act as the transfer
agent, registrar and dividend disbursing agent for the depositary shares.

Holders of depositary receipts will agree to be bound by the deposit
agreement, which requires holders to take specified actions such as filing proof
of residence and to pay specified charges.

DIVIDENDS AND OTHER DISTRIBUTIONS

The depositary will distribute all cash dividends or other cash
distributions received relating to the series of preference shares underlying
the depositary shares to the record holders of the depositary receipts in
proportion to the number of depositary shares owned by those record holders on
the relevant record date. The record date for payment of dividends on the
depositary shares will be the same as the record date for payment of dividends
on the preference shares.

If there is a distribution other than cash, the depositary will distribute
property received by it to the record holders of depositary receipts that are
entitled to receive the distribution. If the depositary determines that it is
not feasible to make the distribution in this manner, the depositary may, with
Tyco's approval, adopt another method for distribution. This method may include
selling the property and distributing the net proceeds to the holders.

CONVERSION AND EXCHANGE

If any series of preference shares underlying the depositary shares is
subject to conversion or exchange, the applicable prospectus supplement will
describe the rights or obligations of each record holder of depositary receipts
to convert or exchange the depositary shares.

LIQUIDATION PREFERENCE

In the event of a voluntary or involuntary liquidation, dissolution or
winding up of Tyco, the holders of each depositary share will be entitled to
receive the fraction of the liquidation preference accorded each share of the
applicable series of preference shares underlying the depositary share, as set
forth in the applicable prospectus supplement.

REDEMPTION

Whenever Tyco redeems preference shares held by the depositary, the
depositary will redeem as of the same redemption date the related depositary
shares, in whole or in part, from the proceeds received by the depositary from
the redemption. The redemption price per depositary share will be equal to the
applicable fraction of the redemption price and any other amounts per share
payable with respect to the preference shares.

VOTING

Upon receipt of notice of any meeting at which the holders of preference
shares are entitled to vote, the depositary will mail the information contained
in the notice of meeting to the record holders of the depositary receipts. Each
record holder of those depositary receipts on the record date will be entitled
to instruct the depositary as to the exercise of the voting rights pertaining to
the amount of preference shares underlying that holder's depositary shares. The
record date for the depositary shares will be the same date as the record date
for the preference shares. The depositary will try, as far as practicable, to
vote the preference shares underlying the depositary shares in a manner
consistent with the instructions of the holders of the depositary receipts. Tyco
will agree to take all action that may be deemed necessary by the depositary to
enable the depositary to do so.

WITHDRAWAL OF THE PREFERENCE SHARES

Owners of the depositary shares are entitled, upon surrender of depositary
receipts at the principal office of the depositary and payment of any unpaid
amounts due the depositary, to receive the number of whole shares of preference
shares underlying the depositary shares. Partial shares of preference shares
will not be issued. If a holder delivers depositary receipts evidencing a number
of depositary shares that is more than a whole number of preference shares, the
depositary will issue to that holder a new depositary receipt evidencing that
excess number of depositary shares at the same time that the preference shares
are withdrawn. Holders of preference shares received in exchange for depositary
shares will no longer be entitled to deposit those preference shares under the
deposit agreement or to receive depositary receipts evidencing depositary shares
for those preference shares.

AMENDMENT AND TERMINATION OF THE DEPOSIT AGREEMENT

The form of depositary receipt evidencing the depositary shares and any
provision of the deposit agreement may be amended at any time and from time to
time by agreement between Tyco and the depositary. However, any amendment that
materially and adversely alters the rights of the holders of depositary shares,
other than any change in fees, will not be effective unless the amendment has
been approved by at least a majority of the depositary shares then outstanding.

The deposit agreement will automatically terminate if:

- all outstanding depositary shares have been redeemed;

- there has been a final distribution relating to the preference shares in
connection with Tyco's dissolution, and that distribution has been made to
all holders of the depositary shares; or

- each related preference share is converted into Tyco capital stock that is
not represented by depositary shares.

CHARGES OF THE DEPOSITARY

Tyco will pay all transfer and other taxes and governmental charges arising
solely from the existence of the depositary arrangement. Tyco will also pay
charges of the depositary in connection with the initial deposit of the
preference shares and the initial issuance of the depositary shares, or any
redemption of the preference shares. Holders of depositary receipts will pay
transfer, income and other taxes and governmental charges and other charges
provided for in the deposit agreement. In some circumstances, the depositary may
refuse to transfer depositary shares, withhold dividends and distributions, and
may sell the depositary shares evidenced by depositary receipts, if related
charges are not paid.

REPORTS TO HOLDERS

The depositary will forward to the holders of depositary receipts all
reports and communications Tyco delivers to the depositary that Tyco is required
to furnish to the holders of the related preference shares.

RESIGNATION AND REMOVAL OF DEPOSITARY

The depositary may resign at any time by delivering a notice to Tyco of its
election to do so. Tyco may also remove the depositary at any time. Any
resignation or removal of the depositary will take effect upon the appointment
of a successor depositary and the successor depositary's acceptance of that
appointment.

LIABILITY AND LEGAL PROCEEDINGS

Neither Tyco nor the depositary will be liable if either is prevented or
delayed by law or any circumstance beyond its control in performing its
obligations under the deposit agreement. Tyco's and the depositary's obligations
will be limited to performance in good faith of their duties under the deposit
agreement. Neither Tyco nor the depositary will be obligated to prosecute or
defend any legal proceeding in respect of any depositary shares or preference
shares unless satisfactory indemnity is furnished. Tyco and the depositary may
rely on written advice of counsel or accountants, on information provided by
holders of depositary receipts or other persons believed in good faith to be
competent to give that information and on documents believed to be genuine and
to have been signed or presented by the proper persons.

DESCRIPTION OF THE COMMON SHARES

The following description is a summary of the terms of Tyco's common shares.
This description is not complete and is subject to the applicable provisions of
Bermuda law and Tyco's Memorandum of Association and Bye-Laws, which are filed
as exhibits to the registration statement related to this prospectus. Tyco has
authorized 2,500,000,000 common shares. As of June 30, 2000 there were
1,687,309,234 common shares outstanding.

DIVIDENDS

Tyco's Board of Directors may declare dividends out of Tyco's available
profits as long as there are no reasonable grounds for believing that:

- Tyco is, or after payment of the dividend would be, unable to pay its
liabilities as they become due, or

- the realizable value of Tyco's assets would thereby be less than the
aggregate of its liabilities and its issued share capital and share
premium accounts.

Subject to special rights of any other Tyco shares, all dividends are
payable according to the amounts paid or credited as paid on common shares.
Dividends are normally payable in U.S. dollars, but holders with a registered
address in the United Kingdom and other countries outside the United States may
receive payment in another currency. Any dividend that is unclaimed may be
invested or otherwise made use of by Tyco's Board, and after a period of
12 years is forfeited and reverts to Tyco.

VOTING RIGHTS

At any general meeting, votes may be given in person or by proxy. Tyco's
Bye-Laws require that any proxy must be a shareholder of Tyco. Under Tyco's
Bye-Laws, not less than two holders of common

shares present, in person or by proxy, constitute a quorum at a general meeting
except as provided under "Variation of Rights" below.

Under Bermuda law, questions proposed for consideration at a company's
general meeting are decided by a simple majority vote or by the vote required by
the bye-laws, except where a larger majority is required by law. Any question
proposed for consideration at a general meeting may be decided on a show of
hands, in which each shareholder present in person or by proxy is entitled to
one vote and casts this vote by raising his or her hand, unless, before or on
the declaration of the result of a show of hands, a poll is demanded by

- the Chairman of the meeting;

- at least three shareholders present in person or represented by proxy;

- any shareholder or shareholders present in person or represented by proxy
holding individually or between them at least 10% of the total voting
rights of all shareholders having the right to vote at the meeting; or

- a shareholder or shareholders present in person or by proxy holding shares
conferring the right to vote at the meeting and on which an aggregate sum
has been paid equal to at least 10% of the total sum paid up on all shares
entitled to vote.

Tyco's Bye-Laws provide that a shareholder is not entitled, except as proxy
for another shareholder, to be present or vote at any meeting, either personally
or by proxy, in respect of any share held by the shareholder (whether alone or
jointly with any other person) on which there shall not have been paid all calls
due and payable, together with interest and expenses. Tyco's Bye-Laws also
provide that any person who is known or believed by Tyco to be interested in
common shares, and who has failed to comply with a notice from Tyco requesting
specified information regarding that person's interest in common shares, will
lose voting rights for the period the shareholder fails to comply with the
notice, plus an additional 90 days. In addition, a shareholder loses voting
rights,

- if the shareholder has failed to comply with a notice under Tyco's
Bye-Laws requiring the shareholder to make an offer in accordance with the
City Code on Takeovers and Mergers of the United Kingdom, as applied by
Tyco's Bye-Laws, or, as the case may be, in accordance with Tyco's
Bye-Laws,

- for a period of 180 days if the shareholder acquires three percent or more
of the issued share capital of any class of Tyco, either alone or in
concert with others, and fails to notify Tyco of the acquisition within
two days, or, already possessing three percent or more of the issued share
capital of any class of Tyco, fails to notify Tyco of a change in the
shareholder's interests amounting to one percent or more of the share
capital of any class, provided that Tyco notifies the shareholder of the
loss of the voting rights.

LIQUIDATION

On a liquidation of Tyco, holders of common shares are entitled to receive
any assets remaining after the payment of Tyco's debts and the expenses of the
liquidation, subject to special rights of any other class of shares.

SUSPENSION OF RIGHTS

In certain circumstances, the rights of a shareholder to vote and to receive
any payment or income or capital in respect of a common share may be suspended.
Those circumstances include failure to provide information about ownership of
and other interests in common shares, if so required in accordance with Tyco's
Bye-Laws, as discussed above under "Voting Rights."

VARIATION OF RIGHTS

If, at any time, the share capital of Tyco is divided into different classes
of shares, the rights attached to any class (unless otherwise provided by the
terms of issue of the shares of that class) may be varied with written consent
of the holders of three-fourths of the issued shares of that class, or by
resolution passed at a separate general meeting by a majority of three-fourths
of the holders of the shares of that class voting in person or by proxy. Under
Tyco's Bye-Laws, three shareholders holding not less than one-third of the
issued shares of a class, in person or by proxy, constitute a quorum at a
general meeting held for this purpose. At any adjournment of this meeting, two
shareholders of that class, in person or by proxy, constitute a quorum,
irrespective of the amount of their holdings.

SALE, LEASE OR EXCHANGE OF ASSETS AND MERGERS

Under Bermuda law, there is no requirement for a company's shareholders to
approve a sale, lease or exchange of all or substantially all of a company's
property and assets. Bermuda law provides that a company may enter into a
compromise or arrangement in connection with a scheme for the reconstruction of
the company on terms that include, among other things, the transfer of all or
part of the undertaking or the property of the company to another company. Any
compromise or arrangement of this kind requires the approval of a majority in
number representing three-fourths in value of the creditors or shareholders or
class of shareholders, as the case may be, present and voting either in person
or by proxy at the meeting, and the sanction of the Bermuda Supreme Court.

Under Bermuda law, unless the company's bye-laws provide otherwise, an
amalgamation requires the approval of the holders of at least three-fourths of
those voting at a meeting of shareholders at which a requisite quorum is
present. Tyco's Bye-Laws do not contain any contrary provisions. For purposes of
approval of an amalgamation, all shares, whether or not otherwise entitled to
vote, carry the right to vote. A separate vote of a class of shares is required
if the rights of that class would be altered by virtue of the amalgamation.

SHARE ACQUISITIONS, BUSINESS COMBINATIONS AND RELATED PROVISIONS

Under Tyco's Bye-Law 104(1)(A), if any person, whether as a result of one
transaction or a series of transactions, would be obligated to make an offer to
Tyco's security holders under the Rules of the City Code, Tyco's Board may
require that person to make an offer as if the City Code applied to Tyco. The
City Code provides that, when any person (and persons acting in concert with
that person) acquires shares which carry 30% or more of the voting rights of a
company, that person must make an offer for all shares of any class of equity
share capital (whether voting or non-voting) and also any voting non-equity
share capital in which that person or persons hold shares. The offer must be for
cash or offer a cash alternative, in each case at not less than the highest
price paid (in cash or otherwise) by the offeror, or anyone acting in concert
with the offeror, for shares of the same class during the offer period and
within the 12 months before commencement of the offer.

Tyco's Bye-Law 104(3) further provides that, where any person is interested
in 30% or more of Tyco's outstanding common shares, Tyco's Board may serve a
notice requiring that person to make an offer for all of the outstanding
securities of Tyco if Tyco's Board determines that an offer under Tyco's Bye-Law
104(1)(A) is not expedient, or if a person required to make the offer fails to
do so. This offer must be made within 30 days of the demand on terms that
payment in full therefor will be made within 21 days of the offer becoming
unconditional in all respects. If Tyco's Board serves a notice under this
provision, the directors may also require that the offeror offer to purchase
securities of Tyco convertible into voting or non-voting shares of Tyco on terms
considered "fair and reasonable" by the directors in their sole discretion.

Unless Tyco's Board otherwise agrees, the offer must be for cash or must
offer a cash alternative at not less than the highest price paid by the offeror,
or any person acting in concert with the offeror,

for shares of that class within the preceding 12 months or, if that price is
unavailable or inappropriate, at a price fixed by the directors. Any offer of
this kind must remain open for at least 14 days after the date on which it
becomes unconditional as to acceptances.

Tyco's Bye-Law 104(1)(B) provides that when any person has acquired, is in
the process of acquiring, or appears to Tyco's Board likely to acquire an
interest in shares of the Tyco in circumstances in which that person would be
subject to the "Rules Governing Substantial Acquisitions of Shares" issued by
the Takeover Panel of the United Kingdom, the directors may give notice
requiring that person to comply with these rules. If that person fails to
comply, the directors may give further notice requiring that person, within
28 days of the date of the notice, to dispose, or to procure the disposal by any
person with whom the person has acted in concert, of any interest in shares
acquired. These rules provide that a person may not, in any period of seven
days, acquire shares representing 10% or more of the voting rights in a company
if these shares, aggregated with shares already held by the purchaser, would
carry 15% or more, but less than 30%, of the voting rights of the company. The
rules do not apply to an acquisition from a single shareholder if the
acquisition is the only acquisition within a seven-day period and do not apply
to a person who acquires 30% or more of the voting rights in a company.

Under Tyco's Bye-Laws, any person who acquires an interest in three percent
or more of the issued share capital of any class of Tyco is required to notify
Tyco of that interest and of any change in that person's interest amounting to
one percent or more of the issued capital of any class. This notification must
be made within two days (Saturday and Sundays excluded) after the relevant
event. In determining the percentage interest of any person for these purposes
and for the purposes of Bye-Law 104, interests of persons acting in concert may
be aggregated.

PLAN OF DISTRIBUTION

Tyco may sell securities to or through underwriters or dealers, through
underwriting syndicates led by one or more managing underwriters, through or in
connection with hedging transactions or directly to other purchasers or through
agents. Each prospectus supplement will describe the method of distribution of
the offered securities, the purchase price and the proceeds Tyco will receive
from such sale, any initial public offering price and any securities exchanges
on which the securities of such series may be listed.

The distribution of the securities may be effected from time to time in one
or more transactions at a fixed price or prices, which may be changed, or at
market prices prevailing at the time of sale, at prices related to such
prevailing market prices or at negotiated prices.

In connection with the sale of securities, underwriters may receive
compensation from Tyco or from purchasers of securities for whom they may act as
agents in the form of discounts, concessions, or commissions. Underwriters may
sell securities to or through dealers, and such dealers may receive compensation
in the form of discounts, concessions, or commissions from the underwriters
and/or commissions from the purchasers for whom they may act as agents. Dealers,
and agents that participate in the distribution of securities may be deemed to
be underwriters, and any discounts or commissions received by them from Tyco and
any profit on the resale of securities by them may be deemed to be underwriting
discounts and commissions, under the Securities Act of 1933. Any such
underwriter or agent will be identified, and any such compensation received from
Tyco will be described, in the prospectus supplement.

Underwriters and agents who participate in the distribution of securities
may be entitled under agreements which may be entered into by Tyco to
indemnification by Tyco against certain liabilities, including liabilities under
the Securities Act of 1933, or to contribution with respect to payments which
the agents or underwriters may be required to make relating to such liabilities.

If so indicated in the applicable prospectus supplement, Tyco will authorize
underwriters or other persons acting as Tyco's agents to solicit offers by
certain institutions to purchase offered securities from Tyco pursuant to
contracts providing for payment and delivery on a future date. The applicable
prospectus supplement will also set forth the conditions to these contracts and
the commissions payable for solicitation of such contracts. Institutions with
which such contracts may be made include:

- commercial and savings banks,

- insurance companies,

- pension funds,

- investment companies, and

- educational and charitable institutions and others,

but in all cases such institutions must be approved by Tyco. The obligations of
any purchaser under any such contract will be subject to the condition that the
purchase of the offered securities shall not at the time of delivery be
prohibited under the laws of the jurisdiction to which such purchaser is
subject. The underwriters and such other agents will not have any responsibility
in respect of the validity or performance of such contracts.

Some or all of the offered securities, other than Tyco common shares, will
be a new issue or issues of securities with no established trading market. Any
common shares offered by this prospectus will be listed on the New York Stock
Exchange (or the then other principal trading market), the Bermuda Stock
Exchange and the London Stock Exchange. Unless otherwise indicated in a
prospectus supplement, Tyco does not currently intend to list any offered debt
securities or preference shares on any securities exchange. No assurance can be
given that the underwriters, dealers or agents, if any, involved in the sale of
the offered securities will make a market in such offered securities. Whether or
not any of the offered securities are listed on a national securities exchange
or the underwriters, dealers or agents, if any, involved in the sale of the
offered securities make a market in such offered securities, no assurance can be
given as to the liquidity of the trading market for such offered securities.

To facilitate an offering of securities, certain persons participating in
the offering may engage in transactions that stabilize, maintain, or otherwise
affect the price of the securities. This may include over-allotments or short
sales of the securities, which involves the sale by persons participating in the
offering of more securities than have been sold to them by Tyco. In addition, to
cover such over-allotments or short positions, the persons may purchase in the
open market or exercise the over-allotment option granted to such persons. In
addition, such persons may stabilize or maintain the price of the securities by
bidding for or purchasing securities in the open market or by imposing penalty
bids, whereby selling concessions allowed to dealers participating in any such
offering may be reclaimed if securities sold by them are repurchased in
connection with stabilization transactions. The effect of these transactions may
be to stabilize or maintain the market price of the securities above independent
market levels. The persons participating in any offering are not required to
engage in these activities, and may end any of these activities at any time.

Certain of the underwriters, dealers or agents and their associates may
engage in transactions with and perform services for Tyco and its subsidiaries
and affiliates in the ordinary course of business for which they receive
customary compensation.

SERVICE OF PROCESS AND ENFORCEMENT OF LIABILITIES

Tyco is organized under the laws of Bermuda. Tyco is a holding company but
has significant operating subsidiaries, and a substantial portion of its assets,
located outside of the United States. As a result, it may be difficult for
holders of Tyco securities to serve notice of a lawsuit on Tyco within the

United States. It may also be difficult for Tyco security holders to enforce, in
Bermuda, judgments obtained in United States courts. Furthermore, Tyco's Bermuda
counsel, Appleby Spurling & Kempe, has advised Tyco that there is some doubt as
to the enforcement in Bermuda, in original actions or in actions for enforcement
of judgments of United States courts, of liabilities predicated upon United
States federal securities laws (including civil liabilities under such laws),
although Bermuda courts will generally enforce foreign judgments for liquidated
amounts in civil matters subject to some conditions and exceptions.

LEGAL MATTERS

Certain U.S. legal matters regarding the securities will be passed upon for
Tyco by Wilmer, Cutler & Pickering, Washington, D.C. Certain matters under the
laws of Bermuda related to the securities will be passed upon for Tyco by
Appleby Spurling & Kempe, Hamilton, Bermuda, Bermuda counsel to Tyco.
Michael L. Jones, Secretary of Tyco, is a partner of Appleby Spurling & Kempe.
Wilmer, Cutler & Pickering will rely on Appleby Spurling & Kempe with respect to
matters of Bermuda law.

EXPERTS

The consolidated financial statements and financial statement schedule of
Tyco as of September 30, 1999 and 1998, and for the years ended September 30,
1999 and 1998 and the nine months ended September 30, 1997, included in Tyco's
Annual Report on Form 10-K/A filed on June 26, 2000, and incorporated by
reference in this document, have been audited by PricewaterhouseCoopers,
independent accountants, as set forth in their report included therein. In its
report, that firm states that with respect to certain subsidiaries its opinion
is based upon the reports of other independent accountants, namely Deloitte &
Touche LLP (as it relates to the consolidated statements of operations, changes
in stockholders' equity and cash flows of United States Surgical Corporation and
its subsidiaries for the nine-month period ended September 30, 1997 and the
related financial statement schedule for the nine-month period ended
September 30, 1997) and Arthur Andersen LLP (as it relates to the consolidated
balance sheet of AMP Incorporated and subsidiaries as of September 30, 1998 and
the related consolidated statements of income, shareholders' equity and cash
flows for the year ended September 30, 1998 and the nine months ended
September 30, 1997). The consolidated financial statements and financial
statement schedule referred to above have been incorporated herein in reliance
on said reports given on the authority of such firms as experts in auditing and
accounting.

39,000,000

[LOGO]

COMMON SHARES
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PROSPECTUS SUPPLEMENT
June 1, 2001

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LEHMAN BROTHERS