SEC FORM 5

SEC Form 5

FORM 5

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

ANNUAL STATEMENT OF CHANGES IN BENEFICIAL OWNERSHIP

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

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Check this box if no longer subject to Section 16. Form 4 or Form 5 obligations may continue. See Instruction 1(b).

Form 3 Holdings Reported.

Form 4 Transactions Reported.

1. Name and Address of Reporting Person^*

BREEN EDWARD D

(Last)

(First)

(Middle)

C/O TYCO INTERNATIONAL (US) INC.

9 ROSZEL ROAD

(Street)

PRINCETON

08540

(City)

(State)

(Zip)

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

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

X	Director	10% Owner
X	Officer (give title below)	Other (specify below)
	Chrmn.and CEO

3. Statement for Issuer's Fiscal Year Ended (Month/Day/Year)
09/30/2005

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

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

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

Table I - Non-Derivative Securities Acquired, Disposed of, or Beneficially Owned
1. Title of Security (Instr. 3)	2. Transaction Date (Month/Day/Year)	2A. Deemed Execution Date, if any (Month/Day/Year)	3. Transaction Code (Instr. 8)	4. Securities Acquired (A) or Disposed Of (D) (Instr. 3, 4 and 5)			5. Amount of Securities Beneficially Owned at end of Issuer's Fiscal Year (Instr. 3 and 4)	6. Ownership Form: Direct (D) or Indirect (I) (Instr. 4)	7. Nature of Indirect Beneficial Ownership (Instr. 4)
1. Title of Security (Instr. 3)	2. Transaction Date (Month/Day/Year)	2A. Deemed Execution Date, if any (Month/Day/Year)	3. Transaction Code (Instr. 8)	Amount	(A) or (D)	Price		6. Ownership Form: Direct (D) or Indirect (I) (Instr. 4)	7. Nature of Indirect Beneficial Ownership (Instr. 4)

Table II - Derivative Securities Acquired, Disposed of, or Beneficially Owned (e.g., puts, calls, warrants, options, convertible securities)
1. Title of Derivative Security (Instr. 3)	2. Conversion or Exercise Price of Derivative Security	3. Transaction Date (Month/Day/Year)	3A. Deemed Execution Date, if any (Month/Day/Year)	4. Transaction Code (Instr. 8)	5. Number of Derivative Securities Acquired (A) or Disposed of (D) (Instr. 3, 4 and 5)		6. Date Exercisable and Expiration Date (Month/Day/Year)		7. Title and Amount of Securities Underlying Derivative Security (Instr. 3 and 4)		8. Price of Derivative Security (Instr. 5)	9. Number of derivative Securities Beneficially Owned Following Reported Transaction(s) (Instr. 4)	10. Ownership Form: Direct (D) or Indirect (I) (Instr. 4)	11. Nature of Indirect Beneficial Ownership (Instr. 4)
1. Title of Derivative Security (Instr. 3)	2. Conversion or Exercise Price of Derivative Security	3. Transaction Date (Month/Day/Year)	3A. Deemed Execution Date, if any (Month/Day/Year)	4. Transaction Code (Instr. 8)	(A)	(D)	Date Exercisable	Expiration Date	Title	Amount or Number of Shares	8. Price of Derivative Security (Instr. 5)		10. Ownership Form: Direct (D) or Indirect (I) (Instr. 4)	11. Nature of Indirect Beneficial Ownership (Instr. 4)
Deferred Stock Units (Call Equivalent)	⁽¹⁾	11/01/2004		J⁽²⁾	542		⁽³⁾	⁽⁴⁾	Common Shares	542	$31.29	1,357,323	D
Deferred Stock Units (Call Equivalent)	⁽¹⁾	02/01/2005		J⁽²⁾	3,906		⁽³⁾	⁽⁴⁾	Common Shares	3,906	$34.74	1,361,229	D
Deferred Stock Units (Call Equivalent)	⁽¹⁾	05/02/2005		J⁽²⁾	4,376		⁽³⁾	⁽⁴⁾	Common Shares	4,376	$31.1	1,365,605	D
Deferred Stock Units (Call Equivalent)	⁽¹⁾	08/02/2005		J⁽²⁾	4,878		⁽³⁾	⁽⁴⁾	Common Shares	4,878	$27.99	1,370,483	D

Explanation of Responses:

1. Conversion is 1-for-1

2. Deferred Stock Units credited to the Reporting Person's deferred stock unit plan account as a result of the Company's quarterly dividend payment.

3. Deferred Stock Unit credited to the Reporting Person's deferred stock unit plan account as a result of the Company's quarterly dividend payment vest on the respective dividend payment date.

4. Dividends credited to the reporting person's Deferred Stock Unit (DSU) account will be credited in DSU's based on the average of the high and the low sale price of Tyco common stock on the dividend date. Distribution under the Plan will first occur upon (i) 30 days following termination of the grantee's employment with the Company (except in the event of Termination for Cause), or (ii) a Change in Control. Upon such date of termination or Change in Control, as the case may be, the Company shall issue to the grantee the number of shares of Tyco common stock equal to the aggregate number of vested DSUs credited to the grantee.

	By: John S. Jenkins, attorney-in-fact	11/14/2005
	** Signature of Reporting Person	Date
Reminder: Report on a separate line for each class of securities beneficially owned directly or indirectly.
* If the form is filed by more than one reporting person, see Instruction 4 (b)(v).
** Intentional misstatements or omissions of facts constitute Federal Criminal Violations See 18 U.S.C. 1001 and 15 U.S.C. 78ff(a).
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