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

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

                                    FORM 8-K

                                 CURRENT REPORT

                         PURSUANT TO SECTION 13 OR 15(d)
                     OF THE SECURITIES EXCHANGE ACT OF 1934

                Date of Report (Date of earliest event reported)

                                 MARCH 5, 2002


                                    001-13836
                            (Commission File Number)

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

                             TYCO INTERNATIONAL LTD.
             (Exact name of registrant as specified in its charter)


                    BERMUDA                          04-2297459
        (Jurisdiction of Incorporation)  (IRS Employer Identification Number)


  THE ZURICH CENTRE, SECOND FLOOR, 90 PITTS BAY ROAD, PEMBROKE, HM 08, BERMUDA
              (Address of registrant's principal executive office)

                                  441-292-8674
                         (Registrant's telephone number)

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







ITEM 7.       FINANCIAL STATEMENTS AND EXHIBITS

     (c)  Exhibits-The following exhibit is provided as part of the
information furnished under Item 9 of this Report:

     99.1 Tyco International Ltd. Summary Opening Balance Sheet of
          Sensormatic Electronics Corporation

ITEM 9.       REGULATION FD DISCLOSURE

     On March 5, 2002, Tyco International Ltd. made available to the public
the information attached to this Form 8-K as Exhibit 99.1, which is
incorporated herein by reference.



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                                   SIGNATURES

         Pursuant to the requirements of the Securities Exchange Act of 1934,
the registrant has duly caused this report to be signed on its behalf by the
undersigned hereunto duly authorized.

                                   TYCO INTERNATIONAL LTD.


                               By: /s/ Mark H. Swartz
                                   --------------------------------------------
                                   Mark H. Swartz
                                   Executive Vice President and
                                   Chief Financial Officer
                                   (Principal Accounting and Financial Officer)


Dated:  March 5, 2002



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                                  EXHIBIT INDEX

 EXHIBIT
  NUMBER               DESCRIPTION
  ------               -----------

  99.1    Tyco International Ltd. Summary Opening Balance Sheet of
          Sensormatic Electronics Corporation


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