TYI Tyco Intl.

RNS Number:8653F
Tyco International Ld
07 January 2003



FOR IMMEDIATE RELEASE


              TYCO TO SELL $3.25 BILLION OF CONVERTIBLE DEBENTURES


Pembroke, Bermuda - January 6, 2003 - Tyco International Ltd. (NYSE - TYC, BSX -
TYC, LSE - TYI) today announced its intent to offer, subject to market and other
conditions, $3.25 billion combined principal amount of Series A Convertible
Senior Debentures due 2018 and Series B Convertible Senior Debentures due 2023
through its wholly-owned subsidiary, Tyco International Group S.A.  The
debentures are fully and unconditionally guaranteed by Tyco and will be
convertible into Tyco common shares at the option of the holder at a price to be
determined.  Tyco intends to use the net proceeds to repay debt and for general
corporate purposes.  The initial purchasers of the debentures will also have a
30-day option to purchase additional debentures, which, if exercised, would give
Tyco additional net proceeds.


The debentures will be offered to qualified institutional buyers in reliance on
Rule 144A under the Securities Act of 1933.  The debentures will not be
registered under the Securities Act.  Unless so registered, the debentures may
not be offered or sold in the United States except pursuant to an exemption
from, or in a transaction not subject to, the registration requirements of the
Securities Act and applicable state securities laws.  This press release shall
not constitute an offer to sell or the solicitation of an offer to buy, nor
shall there be any sale of the debentures in any state in which such offer,
solicitation or sale would be unlawful prior to registration or qualification
under the securities laws of any such state.



About Tyco International Ltd.


Tyco International Ltd. is a diversified manufacturing and service company. Tyco
operates in more than 100 countries and had fiscal 2002 revenues from continuing
operations of approximately $36 billion.


Forward-Looking Statements

This release may contain certain "forward-looking statements" within the meaning
of the United States Private Securities Litigation Reform Act of 1995. These
statements are based on management's current expectations and are subject to
risks, uncertainty and changes in circumstances, which may cause actual results,
performance or achievements to differ materially from anticipated results,
performance or achievements. All statements contained herein that are not
clearly historical in nature are forward-looking and the words "anticipate," "
believe," "expect," "estimate," "plan," and similar expressions are generally
intended to identify forward-looking statements. The forward-looking statements
in this release include statements addressing the following subjects: future
financial condition and operating results.  Economic, business, competitive and/
or regulatory factors affecting Tyco's businesses are examples of factors, among
others, that could cause actual results to differ materially from those
described in the forward-looking statements.



More detailed information about these and other factors is set forth in Tyco's
Annual Report on Form 10-K for the fiscal year ended September 30, 2002. Tyco is
under no obligation to (and expressly disclaims any such obligation to) update
or alter its forward-looking statements whether as a result of new information,
future events or otherwise.



                                     # # #



Contact:                       Gary Holmes (Media)
                               212-424-1314



                               Kathy Manning (Investors)

                               603-778-9700


                      This information is provided by RNS
            The company news service from the London Stock Exchange
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