Company Name: Tyco International Ltd.
Public Availability Date: December 5, 2002

Document Sections:

INQUIRY LETTER
INQUIRY LETTER
INQUIRY LETTER
APPENDIX
INQUIRY LETTER
STAFF REPLY LETTER

[INQUIRY LETTER]

November 8, 2002

VIA HAND DELIVERY

Direct Dial (202) 955-8671
Fax No. (202) 467-0593
Client No. C 92220-00107

Securities and Exchange Commission
Division of Corporation Finance Office of Chief Counsel
450 Fifth Street, N.W.
Washington, DC 20549

Re: Shareholder Proposals of the Christian Brothers

Investment Services/Catholic Healthcare West and the Sisters of Mercy, Burlingame; Securities Exchange Act of 1934Rule 14a-8

Ladies and Gentlemen:

This letter is to inform you of the intention of our client, Tyco International Ltd., a Bermuda corporation ("Tyco" or the "Company"), to omit from its proxy statement and form of proxy for its 2003 Annual Meeting of Shareholders (collectively, the "2003 Proxy Materials") certain shareholder proposals that it has received regarding the use of polyvinyl chloride plastic (PVC) in the manufacture of medical supplies.

The Company received a shareholder proposal (the "Initial Proposal") and statement in support thereof (the "Supporting Statement") from the Christian Brothers Investment Services, and co-sponsored by Catholic Healthcare West, (the "Proponent") on September 26, 2002. After the date on which it received the Proposal from the Proponent, the Company also received the identical proposal and supporting statement (the "Duplicate Proposal" and collectively, with the Proposal and Supporting Statement, the "Proposals") from another shareholder, the Sisters of Mercy, Burlingame (the "Second Proponent" and collectively with the Proponent, the "Proponents"). The Proposals and their cover letters are attached hereto as Exhibit A.

On behalf of Tyco, we hereby respectfully request that the staff of the Division of Corporation Finance (the "Staff") of the Securities and Exchange Commission (the "Commission") concur in our view that the Proposals and the Supporting Statements may be excluded from the 2003 Proxy Materials, and indicate that it will not recommend any enforcement action to the Commission for such exclusion on the bases set forth below.

Pursuant to Rule 14a-8(j) of the Exchange Act, enclosed herewith are six (6) copies of this letter and its attachments. Also in accordance with Rule 14a-8(j), a copy of this letter and its attachments is being mailed on this date to the Proponents, informing them of Tyco's intention to omit the Proposals from the 2003 Proxy Materials. The Company presently intends to file its definitive 2003 Proxy Materials on or after January 31, 2002. Accordingly, pursuant to Rule 14a-8(j), this letter is being filed with the Commission no later than eighty (80) calendar days before Tyco files its definitive 2003 Proxy Materials with the Commission.

I. The Proposals May Be Excluded Pursuant to Rule 14a-8(i)(12)(iii) Because They Deal with Substantially the Same Subject Matter as Other Proposals That Have Been Previously Included in the Company's Proxy Materials, But Did Not Receive the Requisite Shareholder Support.

The Company intends to omit the Proposals and Supporting Statements pursuant to Rule 14a-8(i)(12) under the Securities and Exchange Act of 1934, as amended (the "Exchange Act"), because they are substantially the same as three (3) proposals and supporting statements submitted by Tyco shareholders and voted on by Tyco's shareholders in 2000 and 2001 (collectively, the "Past Proposals"), each of which received less than ten percent of votes at such meetings. The Past Proposals are attached as Exhibit B to this letter.

Rule 14a-8(i)(12)(iii) provides that if a "proposal deals with substantially the same subject matter as another proposal or proposals that has or have been previously included in the company's proxy materials within the preceding 5 calendar years, a company may exclude it from its proxy materials for any meeting held within 3 calendar years of the last time it was included if the proposal received ... less than 10% of the vote on its last submission to shareholders if proposed three times or more previously within the preceding 5 calendar years."

A. The Proposals Concern Substantially the Same Subject Matter as the Past Proposals.

In Staff Legal Bulletin No. 14 (July 13, 2001) ("SLB 14"), the Staff delineated the requisite conditions that must be satisfied to exclude a shareholder proposal under Rule 14a-8(i)(12). In accordance with SLB 14, we have looked back five (5) calendar years to see if Tyco previously included proposals dealing with substantially the same subject matter as the Proposal.

At the Company's annual meeting in 2000, shareholders voted on two shareholder proposals involving PVC. One of these proposals addressed the use of PVC in manufacturing certain medical products and the other addressed phasing out the manufacture of certain PVC-containing or phthalate-containing medical supplies. The first of these proposals read as follows:

THEREFORE, BE IT RESOLVED that the shareholders request the Board of Directors of Tyco International to adopt a policy of phasing out the manufacture of PVC-containing or phthalate-containing medical supplies by its Kendall Healthcare subsidiary where safe alternatives are available.

This proposal received 3.2% of the votes at the meeting. The second proposal read as follows:

THEREFORE, BE IT RESOLVED that the shareholders request the Board of Directors of Tyco International to adopt a policy of phasing out the use of PVC in the manufacture of medical products by its Kendall Healthcare subsidiary where safe alternatives are available.

This proposal received 3.1% of the votes at the meeting. The identical proposal was also voted on by shareholders at the Company's 2001 annual meeting, at which it received 7.8% of the votes.

Each of the Past Proposals individually requested that Tyco's Board of Directors adopt a policy relating to PVC use or presence in medical supplies manufactured by one of the Company's subsidiaries. Accordingly, they each relate to substantially the same subject as the current Proposals, which state:

THEREFORE, BE IT RESOLVED that the shareholders request the Board of Directors of Tyco International to adopt a policy of phasing out the manufacture of PVC-containing or phthalate-containing medical supplies by its Kendall Healthcare subsidiary where safe alternatives are available.

In adopting the present version of Rule 14a-8(i)(12) the Commission indicated in Securities Exchange Act Release No. 34-20091 (avail. August 16, 1983) that the essential factor in determining the applicability of the exclusion is the overall substantive concern addressed in the proposal and not the specific language or actions proposed. In accord with this policy, the Staff has consistently agreed with the exclusion of repeat proposals having similar substantive concerns and aims, notwithstanding differences in specific language or corporate action proposed. Past letters have allowed the omission of proposals relating to the same underlying social issue. See, e.g., Eastman Chemical Company (avail. March 27, 1998) (a proposal to require the registrant to cease the manufacture of cellulose acetate tow had substantially the same subject matter as a prior proposal requiring the divestiture of the registrant's filter tow product line); The Gillette Company (avail. February 22, 1993) (a proposal requesting a report on the registrant's use of live animals in product testing involved substantially the same subject matter as prior proposals requesting, among other things, that the registrant cease animal testing entirely); The Interpublic Group of Companies (avail. April 3, 1992) (the subject matter of a proposal that registrant issue a report on its South African operations was substantially the same as that of an earlier proposal which would have required the registrant to divest itself of its South African operations).

B. Insufficient Shareholder Support of the Past Proposals

As discussed above, in 2000 and 2001, the Past Proposals regarding substantially the same subject matter as the Proposals were submitted to Tyco's shareholders and received the following votes: 3.2% and 3.1% in 2000, and 7.8% in 2001. Attached as Exhibit C are the voting results on each of the prior proposals as reported in the Company's Form 10-Q's. Under Rule 14a-8(i)(12)(iii) and as explained in SLB 14, a proposal may be excluded if a proposal with substantially the same subject matter has been submitted three or more times during the last five calendar years, and at the time of last submission it received less than 10% of the vote. Only 7.8% of the shareholders voted to support the Past Proposals in 2001 which does not meet the 10% threshold. Although two of these votes occurred at the same annual meeting of shareholders, we note that the language of this Rule specifically address submitting the proposal to a vote three times, and not submitting the proposals at three meetings. In fact, the two shareholder proposals submitted at the 2000 Tyco meeting received different votes by shareholders. Accordingly, we believe and request the Staff to concur that the Company may omit the Proposals under Rule 14a-8(i)(12)(iii).

II. The Duplicate Proposal May Be Excluded Pursuant to Rule 14a-8(i)(11) Because It Substantially Duplicates Another Proposal Previously Submitted to the Company.

The Duplicate Proposal suggests, but is not clear, that its proponent may intend only to co-sponsor the Initial Proposal. We have been unable to confirm with the contact appointed by the proponent of the Duplicate Proposal whether this is in fact its intention. Therefore, in the event that the Staff does not concur with our view that all of the Proposals may be excluded under Rule 14a-8(i)(12), and in the event that the proponent of the Duplicate Proposal does not intend only to be listed as a co-proponent of the Initial Proposal, we request that the Staff concur in our view that the Company may omit the Duplicate Proposal pursuant to Rule 14a-8(i)(11) of the Exchange Act because it substantially duplicates the Initial Proposal.

Rule 14a-8(i)(11) allows a company to exclude a proposal if "the proposal substantially duplicates another proposal previously submitted to the company by another proponent that will be included in the company's proxy material for the same meeting." The Duplicate Proposal appears to be identical to the Proposal.

The Staff has consistently taken the position in various letters that proposals, even proposals that are less similar to one another than the Proposals, are substantially duplicative under Rule 14a-8(i)(11) if the core issues and principles addressed are substantially the same. See e.g., BellSouth Corporation (avail. January 14, 1999) (proposal recommending the abolition of the company's incentive award program and its replacement with an incentive award tied to the stock price of the company was substantially duplicative of a prior proposal demanding the abolition of the company's incentive award program and its replacement with an incentive award program tied to revenue or dividend growth); UAL Corporation (avail. March 11, 1994)(proposal recommending a policy of secret ballot voting was substantially duplicative of a proposal recommending a policy of confidential voting that would be suspended in the case of a proxy contest where non-management groups have access to voting results); See also, e.g., Verizon Communications Inc. (avail. January 31, 2001); Freeport-McMoRan Copper & Gold Inc. (avail. February 22, 1999); Excel Indus., Inc. (avail. January 26, 1999); Pinnacle West Capital Corporation (avail. March 16, 1993).

Consistent with the Staff's interpretation of Rule 14a-8(i)(11), we believe that the Proposals are substantially duplicative of one another. In the instant case, where the Proposals are substantively identical, the core issues and principals are one and the same. Therefore, for the reasons set forth above, the Duplicate Proposal may be excluded from the 2003 Proxy Materials in the event that all of the Proposals are not excludable under Rule 14a-8(i)(12)(iii).

***

For the reasons set forth above, we hereby respectfully request that the Staff confirm that it will not recommend enforcement action if the Proposals or the Duplicate Proposal are excluded from Tyco's 2003 Proxy Materials. We are happy to provide you with any additional information and answer any questions that you may have regarding this subject. Should you disagree with the conclusions set forth in this letter, we respectfully request the opportunity to confer with you prior to the determination of the Staff's final position. Please do not hesitate to call me at (202) 955-8671, or Beth Ising at (202) 955-8287 if we can be of any further assistance in this matter.

Sincerely,

/s/

Ronald O. Mueller
ROM/mar

Attachments

cc: William Lytton, General Counsel, Tyco International Ltd.
Christian Brothers Investment Services
Catholic Healthcare West
Sisters of Mercy, Burlingame

[INQUIRY LETTER]

September 23, 2000

Mr. William Lytton
Chief Corporate Counsel
The Zurich Centre
Second Floor
90 Pitts Bay Road
Pembroke HM 08, Bermuda

RE: Resolution for 2003 Annual Shareholder Maeding

Dear Mr. Lytton:

Please Include the [Text illegible] proposal in the Company's Proxy Statement and Form of Proxy relating to the 2003 Annual Meeting of the stockholders of Tyco international LTD.

Alle anclored is certification from our custodian Melloon Bank, of our heldings in the Company of [Text illegible],518 shares and the fulfilment of the there annonne and time requitements of SEC Rule 14a-8. CBIS inrends in fulfill all requirements of Rule 14a-8, inclnding holding the requirst comment of equity through the date of the 2003 meeting.

It is our understanding that this resolution will also be filed by Catholic [Text illegible] West, and possibly by others. Therefore, we are not submitting a separate proposal but are [Text illegible] with this group. The [Text illegible] representative of CDIS has been designied the lead filer and primary [Text illegible] on this [Text illegible]ter.

[Text illegible] the right to be notified separately in all commentation on the company but with proporties on this matter.

Sincerely yours,

/s/

John X. 5. Willson
Assistant Director - Socially Responsible Davesting

cc: Region Murply, Datertation Center on Corporate Responsiblity

[INQUIRY LETTER]

September 26, 2002

Mr. William Lytton
Chief Corporate Counsel
The Zurich Center
Second Floor
90 Pitts Bay Road
Pembroke HM 08, Bermuda

Dear Mr. Lytton:

The Sisters of Mercy, Burlingame, seek to reflect its values, principles and mission in its investment decisions. Sisters of Mercy, Burlingame, is the beneficial owner of 200 shares of Tyco International Limited common stock. Through this letter we notify the company of our cosponsorship of the enclosed resolution. We present it for inclusion in the proxy statement for action at the next stockholders meeting in accordance with rule 14-a-8 of the General Rules and Regulations of the Securities and Exchange Act of 1934. In addition, we request that we be listed as a sponsor of this resolution in the company proxy statement.

Proof of ownership of common stock in the company for at least the last twelve months will be provided upon request. We have held the requisite amount of stock for over a year. We intend to maintain ownership through the date of the annual meeting. There will be a representative present at the stockholders meeting to present this resolution as required by the SEC Rules. We are filing this resolution along with other concerned investors. John Wilson of CBIS will serve as primary contact.

We are filing the resolution in order to meet the deadline for submission. It is our tradition as religious investors to seek dialogue with companies to discuss the issues involved in the resolution. We hope that a dialogue of this sort is of interest to you as well.

Sincerely,

/s/

Diane Grassilli, RSM
Vice-President

Enclosure

cc: John Wilson
Regina Murphy, ICCR

[APPENDIX]

TYCO INTERNATIONALPhase out PVC use in manufacture of medical supplies

WHEREAS:

Polyvinyl chloride (PVC) plastic, the primary component in 25% of all medical products, including IV, blood, enteral feeding bags and others, creates dioxin in production and disposal.

Dioxin, a known human carcinogen, has been linked to endocrine (hormone system) disruption, reproductive abnormalities, altered glucose tolerance, testicular atrophy, neurological problems, infertility and other effects in animals and humans;

The Environmental Protection Agency has determined that the U.S. population already has bodily dioxin levels at or near levels which can cause adverse effects in laboratory animals.

Large quantities of chemicals called "phthalates" are used to manufacture flexible PVC medical products. Flexible PVC products may contain significant amounts of di-ethylhexyl-phthalate (DEHP), a plasticizer that is a probable reproductive toxicant and toxicant of the liver and kidney.

DEHP has been found to leach out of medical devices and into fluids they are carrying, putting vulnerable populations (e.g., premature infants, dialysis patients and pregnant women) at risk of adverse health effects related to DEHP exposure.

A National Toxicology Program's "Expert Panel" expressed "serious concern" about DEHP exposures from PVC medical devices used in the treatment of critically ill infants.

The Food and Drug Administration (FDA) issued a public health notification identifying a number of medical procedures that posed the highest patient risk from DEHP exposure, including enteral nutrition, infants receiving parenteral nutrition and exchange transfusions.

In its recent draft guidance document, FDA recommends that medical device manufacturers help minimize patient exposure to DEHP by clearly indicating "through user labeling" that devices contain DEHP, and by "replacing PVC containing DEHP" with alternative materials.

An expert advisory panel's report to Health Canada recommended that PVC devices containing DEHP should not be used in a number of circumstances including: all newborns and pre-pubertal males; high exposure procedures such as ECMO; some adults such as heart transplant patients; pregnant and lactating women.

Other manufacturers have announced the development of cost-effective, high-quality alternatives to PVC, responding to the growing market for non-PVC medical supplies, although alternatives are not always available.

Eliminating potential risks and liabilities associated with the sale of PVC medical devices may be consistent with efforts to restore investor confidence in the company.

THEREFORE, BE IT RESOLVED that the shareholders request the Board of Directors of Tyco International to adopt a policy of phasing out the manufacture of PVC-containing or phthalate-containing medical supplies by its Kendall Healthcare subsidiary where safe alternatives are available.

Supporting Statement

Establishing as a priority the manufacture of blood bags and tubing without phthalate plasticizers would provide safer patient care in applications which currently expose patients to the greatest health risks. To implement this policy, the company might choose to; maintain an inventory of products which contain PVC or DEHP; investigate and track the availability of alternatives; establish policies for environmentally preferable manufacturing; request suppliers and purchasers to aid in the development of alternatives. By adopting these mechanisms, Tyco will demonstrate that there is a market for such devices, encourage development and marketing of additional alternative products, and demonstrate commitment to safe products.

500 words not including title

[INQUIRY LETTER]

September 24, 2002

Mr. William Lytton
Chief Corporate Counsel
The Zurich Centre,
Second Floor,
90 Pitts Bay Road
Pembroke HM 08, Bermuda

RE: Resolution for 2003 Annual Shareholder Meeting

Dear Mr. Lytton:

Please include the enclosed proposal in the Company's Proxy Statement and Form of Proxy relating to the 2003 Annual Meeting of the stockholders of Tyco International LTD.

Catholic Healthcare West is co-filing this resolution with Christian Brothers Investment Services (CBIS). Therefore, we are not submitting a separate proposal. John Wilson of CBIS has been designated the lead filer and primary contact on this matter.

Certification from our custodian of our holdings in the Company, the fulfillment of the share amount and time requirements of SEC Rule 14a-8 will be provided upon request. Catholic Healthcare West intends to fulfill all requirements of Rule 14a-8, including holding the requisite amount of equity through the date of the 2003 meeting.

We reserve the right to be notified separately in all communication the company has with proponents on this matter.

Sincerely yours,

/s/

Sr. Susan Vickers
Director of Advocacy

cc: Regina Murphy, Interfaith Center on Corporate Responsibility

[STAFF REPLY LETTER]

December 5, 2002

Response of the Office of Chief Counsel Division of Corporation Finance

Re: Tyco International, Ltd.

Incoming letter dated November 8, 2002

The proposal requests that the board of directors of Tyco adopt a policy of phasing out the manufacture of PVC-containing or phthalate-containing medical supplies by its Kendall Healthy subsidiary where safe alternatives are available.

We are unable to concur in your view that Tyco may exclude the proposal under rule 14a-8(i)(12). Accordingly, we do not believe that Tyco may omit the proposal from its proxy materials in reliance on rule 14a-8(i)(12).

We are unable to concur in your view as to the application of rule 14a-8(i)(11) to the proposal submitted by the Sisters of Mercy, Burlingame. It appears to us that the Sisters of Mercy, Burlingame have indicated their intention to co-sponsor the proposal. Of course, as provided by rule 14a-8(l)(1), Tyco need not identify the proponents in its proxy material.

Sincerely,
/s/
Jennifer Bowes
Attorney-Advisor