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Tyco Announces Filing Of Shelf Registration Statement

14 14 2003

Pembroke, Bermuda - April 11, 2003 - Tyco International Ltd. (NYSE - TYC, BSX - TYC, LSE - TYI) today announced that it has filed a registration statement on Form S-3 with the U.S. Securities and Exchange Commission to register the offering by the holders thereof on a delayed or continuous basis pursuant to Rule 415 of the Securities Act of 1933, of $3.0 billion principal amount of 2.750% Series A Convertible Senior Debentures due 2018 and $1.5 billion principal amount of 3.125% Series B Convertible Senior Debentures due 2023 previously issued through its wholly-owned subsidiary, Tyco International Group S.A. The debentures are fully and unconditionally guaranteed by Tyco and are convertible into Tyco common shares at the option of the holder. The registration statement was filed today pursuant to a registration rights agreement entered into in January 2003 upon the private placement of the debentures under Rule 144A of the Securities Act.

The registration statement relating to these securities that has been filed with the Securities and Exchange Commission has not yet become effective. The securities may not be sold nor may offers to buy be accepted prior to the time the registration statement becomes effective except in transactions that are exempt from the registration requirements of applicable securities law. This press release shall not constitute an offer to sell or a solicitation of an offer to buy, nor will there be any sale of these debentures in any state or jurisdiction in which such an offer, solicitation or sale would be unlawful prior to registration or qualification under the securities laws of any such state or jurisdiction. Copies of the registration statement, including the prospectus and prospectus supplement subject to completion contained therein, are available on the SEC's web site at www.sec.gov and may also be obtained free of charge by contacting Tyco Investor Relations, 273 Corporate Drive, Portsmouth, New Hampshire 03801, telephone 603-334-3900.

About Tyco International Ltd.

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