TYI Tyco Intl.

RNS Number:1547G
Tyco International Ld
14 January 2003



FOR IMMEDIATE RELEASE





         TYCO TO REPURCHASE ZERO COUPON CONVERTIBLE DEBENTURES DUE 2021



Pembroke, Bermuda - January 14, 2003 - Tyco International Ltd. (NYSE - TYC, BSX
- TYC, LSE - TYI) today announced that holders of Zero Coupon Convertible
Debentures due February 12, 2021 issued by its wholly-owned subsidiary, Tyco
International Group S.A., have the right to surrender their debentures for
repurchase as of today.  Each holder of the debentures has the right to require
Tyco to repurchase on February 12, 2003 all or any part of such holder's
debentures at a price equal to the issue price plus the accreted original issue
discount.  Under the terms of the debentures, Tyco had the option to pay for the
debentures with cash, Tyco common shares, or a combination of cash and shares,
and has elected to pay for the debentures solely with cash.  If all outstanding
debentures are surrendered for purchase, the aggregate cash purchase price will
be approximately $1,850,809,508.



In order to surrender debentures for repurchase, a purchase notice must be
delivered to U.S. Bank, N.A., the trustee for the debentures, on or before 5:00
p.m. New York City time, on February 12, 2003.  Holders of debentures complying
with the transmittal procedures of the Depository Trust Company need not submit
a physical purchase notice to U.S. Bank.  Holders may withdraw any debentures
previously surrendered for purchase at any time prior to 5:00 p.m., New York
City time, on February 12, 2003.



Tyco will file a Tender Offer Statement on Schedule TO with the Securities and
Exchange Commission later today.  Tyco will make available to debenture holders,
through the Depository Trust Company, documents specifying the terms, conditions
and procedures for surrendering and withdrawing debentures for purchase.
Debenture holders are encouraged to read these documents carefully before making
any decision with respect to the surrender of debentures, because these
documents contain important information regarding the details of Tyco's
obligation to purchase the debentures.



The debentures are convertible under certain circumstances into 8.6916 Tyco
common shares  per $1,000 principal amount at maturity of debentures, subject to
adjustment under certain circumstances.  The debentures are not currently
convertible.



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 (the "
PSLRA").  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.  The PSLRA
safe harbor for forward-looking statements, however, does not apply to
forward-looking statements made in connection with a tender offer, including
debenture holders' right to surrender debentures for purchase.



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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