<PAGE>   1



                 REGISTRATION STATEMENT CONSISTS OF [  ] PAGES.
                     THE EXHIBIT INDEX APPEARS ON PAGE [  ].

                                                         File No. 333-

     As filed with the Securities and Exchange Commission on August 20, 1997
    -------------------------------------------------------------------------


                       SECURITIES AND EXCHANGE COMMISSION
                             WASHINGTON, D.C. 20549

                               -----------------

                                    FORM S-8
                             REGISTRATION STATEMENT
                                      UNDER
                           THE SECURITIES ACT OF 1933

                               -----------------

                             TYCO INTERNATIONAL LTD.
                             (FORMERLY ADT LIMITED)
             (Exact Name of Registrant as Specified in Its Charter)

          BERMUDA                                              NOT APPLICABLE
(State or Other Jurisdiction of                               (I.R.S. Employer
 Incorporation or Organization)                              Identification No.)

                         CEDAR HOUSE, 41 CEDAR AVENUE
                            HAMILTON HM 12, BERMUDA
                   (Address of Principal Executive Offices)
                               (441) 292-2033*
                       (Registrant's Telephone Number)

 *The executive offices of the subsidiary of the registrant which supervises the
 registrant's North American activities are at One Tyco Park, Exeter, New
        Hampshire 03833. The telephone number there is (603) 778-9700.

               TYCO INTERNATIONAL (US) INC. RETIREMENT SAVINGS
                   AND INVESTMENT PLAN I, II, III, IV AND V
                           (Full Title of the Plan)

                               -----------------
                                 
                                MARK H. SWARTZ
                                VICE PRESIDENT

                         TYCO INTERNATIONAL (US) INC.
                                 ONE TYCO PARK
                          EXETER, NEW HAMPSHIRE 03833
                    (Name and Address of Agent for Service)

                                (603) 778-9700
         (Telephone Number, Including Area Code, of Agent for Service)




<PAGE>   2


                         Calculation of Registration Fee

<TABLE>
<CAPTION>
--------------------------------------------------------------------------------
                                    Proposed        Proposed
                                     Maximum         Maximum
   Title of          Amount         Offering        Aggregate      Amount of
Securities to        to be           Price          Offering       Registra-
be Registered (1)  Registered (2)   Per Share        Price         tion Fee
--------------------------------------------------------------------------------
<S>                  <C>           <C>           <C>                <C>
Common Stock,
 $0.20 par value     2,000,000     $76.625 (3)    $153,250,000      $46,439
</TABLE>

--------------------------------------------------------------------------------

(1)   In addition, pursuant to Rule 416(c) under the Securities Act of 1933, as
      amended (the "Securities Act"), this registration statement also covers an
      indeterminate amount of interests to be offered or sold pursuant to the
      employee benefit plans described herein.


(2)   Plus such additional number of shares as may be required pursuant to the
      employee benefit plans in the event of a stock split, stock dividend,
      recapitalization, reorganization, merger, consolidation or other similar
      event.


(3)   This estimate is made pursuant to Rule 457(c) and (h) of the Securities 
      Act solely for the purpose of determining the amount of the registration
      fee and is based upon the market value of outstanding shares of the
      Company's common stock on August 13, 1997, utilizing the average of the
      high and low sale prices on the New York Stock Exchange on that date.

--------------------------------------------------------------------------------

                                       2
<PAGE>   3


                                     PART II

               INFORMATION REQUIRED IN THE REGISTRATION STATEMENT


Item 3. INCORPORATION OF CERTAIN DOCUMENTS BY REFERENCE.

       Tyco International Ltd. (the "Company") and the plans listed below:


- Tyco International (US) Inc. Retirement Savings and Investment Plan I
- Tyco International (US) Inc. Retirement Savings and Investment Plan II
- Tyco International (US) Inc. Retirement Savings and Investment Plan III
- Tyco International (US) Inc. Retirement Savings and Investment Plan IV
- Tyco International (US) Inc. Retirement Savings and Investment Plan V

(collectively, the "Plans") hereby incorporate by reference the documents listed
below, which have previously been filed with the Securities and Exchange
Commission:

       (a) The Registrant's Annual Report on Form 10-K for the year ended
           December 31, 1996;
       (b) The Registrant's Quarterly Reports on Form 10-Q for the quarter ended
           March 31, 1997 and June 30, 1997;
       (c) The Registrant's Current Reports on Form 8-K filed on March 25,1997
           and July 10, 1997;
       (d) The description of the Registrant's Common Shares set forth in the
           Registration Statement on Form 8-A filed on August 8, 1991;


       In addition, all documents subsequently filed with the Securities and
Exchange Commission by the Registrant pursuant to Sections 13(a), 13(c), 14, and
15(d) of the Exchange Act, prior to the filing of a post-effective amendment
which indicates that all securities offered hereunder have been sold or which
deregisters all securities then remaining unsold, shall be deemed to be
incorporated by reference in this registration statement and to be a part hereof
from the date of filing of such documents.


Item 4. DESCRIPTION OF SECURITIES.

       Not Applicable.


Item 5. INTERESTS OF NAMED EXPERTS AND COUNSEL.

       John D. Campbell, Secretary of the Company, is also a member of the law
firm of Appleby Spurling & Kempe which will be rendering an opinion as to the
legality of the securities being registered.


                                       3
<PAGE>   4



Item 6. INDEMNIFICATION OF DIRECTORS AND OFFICERS.

       Bye-Law 102 of the Tyco Bye-Laws provides, in part, that Tyco shall
indemnify its directors and other officers for all costs, losses and expenses
which they may incur in the performance of their duties as director or officer,
provided that such indemnification is not otherwise prohibited under The
Companies Act 1981 (as amended) of Bermuda. Section 98 of The Companies Act 1981
(as amended) prohibits such indemnification against any liability arising out of
fraud or dishonesty of the director or officer. However, such section permits
Tyco to indemnify a director or officer against any liability incurred by him in
defending any proceedings, whether civil or criminal, in which judgment is given
in his favor or in which he is acquitted or when other similar relief is granted
to him.

The Registrant maintains $75,000,000 of insurance to reimburse its directors and
officers for charges and expenses incurred by them for wrongful acts claimed
against them by reason of their being or having been directors or officers of
the Registrant or any subsidiary thereof. Such insurance specifically excludes
reimbursement of any director or officer for any charge or expense incurred in
connection with various designated matters, including libel or slander,
illegally obtained personal profits, profits recovered by the Registrant
pursuant to Section 16(b) of the Securities Exchange Act of 1934, as amended,
and deliberate dishonesty.

Item 7. EXEMPTION FROM REGISTRATION CLAIMED.

       Not Applicable.


Item 8. EXHIBITS.

       (a)   The following is a complete list of exhibits filed or incorporated
             by reference as part of this registration statement.

   EXHIBIT

      5.1     Opinion (and consent) of Messrs. Appleby Spurling & Kempe,
              counsel to the Registrant, as to the legality of the securities
              registered

     23.1(a)  Consent of Messrs. Appleby, Spurling & Kempe (included in 
              Exhibit 5.1 hereto)

     23.1(b)  Consent of Coopers & Lybrand 

     23.1(c)  Consent of Coopers & Lybrand L.L.P.

     24       Powers of Attorney (contained on signature pages).


Item 9. UNDERTAKINGS.

       (a)   The undersigned registrant hereby undertakes:

             (1)   To file, during any period in which offers or sales are being
made, a post-effective amendment to this registration statement:

                   (i)   To include any prospectus required by Section 10(a)(3)
       of the Securities Act of 1933;

                   (ii)  To reflect in the prospectus any facts or events 
       arising after the effective date of the registration statement (or the
       most recent post-effective amendment thereof) which, individually or in
       the aggregate, represent a fundamental change in the information set
       forth in the registration statement; and

                   (iii) To include any material information with respect to the
       plan of distribution not previously disclosed in the registration
       statement or any material change to such information in the registration
       statement;

PROVIDED, HOWEVER, that paragraphs (a)(1)(i) and (a)(1)(ii) herein do not apply
if the information required to be included in a post-effective amendment by
those paragraphs is contained in periodic reports filed by the undersigned

                                       4
<PAGE>   5


Registrant pursuant to Section 13 or Section 15(d) of the Securities Exchange
Act of 1934 that are incorporated by reference in the registration statement;

             (2)   That, for the purpose of determining any liability under the
Securities Act of 1933, each such post-effective amendment shall be deemed to be
a new registration statement relating to the securities offered therein, and the
offering of such securities at that time shall be deemed to be the initial bona
fide offering thereof; and

             (3)   To remove from registration by means of a post-effective
amendment any of the securities being registered which remain unsold at the
termination of the offering.

       (b)   The undersigned Registrant hereby undertakes that, for purposes of
determining any liability under the Securities Act of 1933, each filing of the
registrant's annual report pursuant to Section 13(a) or 15(d) of the Securities
Exchange Act of 1934 (and, where applicable, each filing of an employee benefit
plan's annual report pursuant to Section 15(d) of the Securities Exchange Act of
1934) that is incorporated by reference in the registration statement shall be
deemed to be a new registration statement relating to the securities offered
therein, and the offering of such securities at that time shall be deemed to be
the initial bona fide offering thereof.

       (c)   The U.S. subsidiary of the undersigned Registrant that sponsors the
Plans hereby undertakes to submit the Plans and any amendments thereto to the
Internal Revenue Service in a timely manner and to make all changes required by
the Internal Revenue Service in order to qualify the Plans.

       (d)   Insofar as indemnification for liabilities arising under the
Securities Act of 1933 may be permitted to directors, officers and controlling
persons of the registrant pursuant to the foregoing provisions, or otherwise,
the Registrant has been advised that in the opinion of the Securities and
Exchange Commission such indemnification is against public policy as expressed
in the Act, and is, therefore, unenforceable. In the event that a claim for
indemnification against such liabilities (other than the payment by the
registrant of expenses incurred or paid by a director, officer or controlling
person of the Registrant in the successful defense of any action, suit or
proceeding) is asserted by such director, officer or controlling person in
connection with the securities being registered, the Registrant will, unless in
the opinion of its counsel the matter has been settled by controlling precedent,
submit to a court of appropriate jurisdiction the question whether such
indemnification by it is against public policy as expressed in the Act and will
be governed by the final adjudication of such issue.

                                       5
<PAGE>   6
                                   SIGNATURES

       Pursuant to the requirements of the Securities Act of 1933, the
Registrant certifies that it has reasonable grounds to believe that it meets all
of the requirements for filing on Form S-8 and has duly caused this Registration
Statement to be signed on its behalf by the undersigned, thereunto duly
authorized, in the Town of Exeter, State of New Hampshire, on the 20th day of
August, 1997.

                                            TYCO INTERNATIONAL LTD.


                                            By: /s/ Mark H. Swartz
                                                --------------------------------
                                                Mark H. Swartz
                                                Executive Vice President
                                                (Principal Financial and 
                                                  Accounting Officer)

       KNOW ALL MEN BY THESE PRESENTS, that each of the undersigned constitutes
and appoints L. Dennis Kozlowski and Mark H. Swartz, and each of them, his true
and lawful attorney-in-fact and agent, with full power of substitution and
resubstitution, for him and in his name, place and stead, in any and all
capacities, to sign this Registration Statement and all pre-effective and
post-effective amendments, and to file the same, with all exhibits thereto, and
other documents in connection therewith, with the Securities and Exchange
Commission, granting unto such attorneys-in-fact and agents, and each of them
full power and authority to do and perform each and every act and thing
requisite and necessary to be done in and about the premises, as fully to all
intents and purposes as he might or could do in person, hereby ratifying and
confirming all that such attorneys-in-fact and agents or any of them or their or
his substitute or substitutes, may lawfully do or cause to be done by virtue
hereof.

       Pursuant to the requirements of the Securities Act of 1933, this
registration statement has been signed below by the following persons on August
20, 1997 and in the capacities indicated.


/s/ L. Dennis Kozlowski           Chairman of the Board, Chief Executive Officer
------------------------          and Director (Principal Executive Officer)
L. Dennis Kozlowski


/s/ Michael A. Ashcroft           Director
------------------------
Michael A. Ashcroft


/s/ Joshua M. Berman              Director and Vice President
------------------------
Joshua M. Berman


/s/ Richard S. Bodman             Director
------------------------
Richard S. Bodman


/s/ John F. Fort                  Director
------------------------
John F. Fort


/s/ Stephen W. Foss               Director
------------------------
Stephen W. Foss


/s/ Richard A. Gilleland          Director
------------------------
Richard A. Gilleland


/s/ Philip M. Hampton             Director
------------------------
Philip M. Hampton


/s/ James S. Pasman Jr.           Director
------------------------
James S. Pasman Jr.


/s/ W. Peter Slusser              Director
------------------------
W. Peter Slusser


/s/ Mark H. Swartz                Executive Vice President
------------------------
Mark H. Swartz

                                       6

<PAGE>   7



/s/ Frank E. Walsh, Jr.           Director
------------------------
Frank E. Walsh, Jr.



                                        7

<PAGE>   8





Pursuant to the requirements of the Securities Act of 1933, the members of the
Tyco International (US) Inc. Retirement Committee, which is authorized to take
action on behalf of and in the name of the Plans have duly caused this
registration statement to be signed on their behalf by the undersigned,
thereunto duly authorized, in the Town of Exeter, State of New Hampshire, on the
19th day of August, 1997.


                                    TYCO INTERNATIONAL (US) INC.
                                    RETIREMENT COMMITTEE

                                    By: /s/ Barbara S. Miller
                                    -------------------------------------------
                                        Barbara S. Miller, Authorized Signatory



                                       8


<PAGE>   9



                                  EXHIBIT INDEX

EXHIBIT
-------

  5.1       Opinion (and consent) of Messrs. Appleby, Spurling & Kempe,
            counsel to Tyco International Ltd., as to the legality of the
            securities registered
 23.1(a)    Consent of Counsel (included in Exhibit 5.1 hereto)
 23.1(b)    Consent of Coopers & Lybrand
 23.1(c)    Consent of Coopers & Lybrand L.L.P.
 24         Powers of Attorney (contained on signature page)








                                        9
[{"type": "S-8", "sequence": "1", "description": "TYCO INTERNATIONAL LTD", "secsgml_size_bytes": 17493}]
{"company-data": {"conformed-name": "TYCO INTERNATIONAL LTD /BER/", "cik": "0000833444", "assigned-sic": "3569", "irs-number": "000000000", "fiscal-year-end": "1231"}, "filing-values": {"form-type": "S-8", "act": "33", "file-number": "333-33999", "film-number": "97666940"}, "business-address": {"street1": "CEDAR HOUSE 41 CEDAR AVE", "city": "HAMILTON HM 12 BERMU", "state": "D0", "phone": "4412922033"}, "mail-address": {"street1": "2255 GLADES RD STE 421A", "city": "BOCA RATON", "state": "FL", "zip": "334310835"}, "former-company": {"former-conformed-name": "ADT LIMITED", "date-changed": "19930601"}}
1

                 REGISTRATION STATEMENT CONSISTS OF [  ] PAGES.
                     THE EXHIBIT INDEX APPEARS ON PAGE [  ].

                                                         File No. 333-

     As filed with the Securities and Exchange Commission on August 20, 1997
    -------------------------------------------------------------------------

                       SECURITIES AND EXCHANGE COMMISSION
                             WASHINGTON, D.C. 20549

                               -----------------

                                    FORM S-8
                             REGISTRATION STATEMENT
                                      UNDER
                           THE SECURITIES ACT OF 1933

                               -----------------

                             TYCO INTERNATIONAL LTD.
                             (FORMERLY ADT LIMITED)
             (Exact Name of Registrant as Specified in Its Charter)

          BERMUDA                                              NOT APPLICABLE
(State or Other Jurisdiction of                               (I.R.S. Employer
 Incorporation or Organization)                              Identification No.)

                         CEDAR HOUSE, 41 CEDAR AVENUE
                            HAMILTON HM 12, BERMUDA
                   (Address of Principal Executive Offices)
                               (441) 292-2033*
                       (Registrant's Telephone Number)

 *The executive offices of the subsidiary of the registrant which supervises the
 registrant's North American activities are at One Tyco Park, Exeter, New
        Hampshire 03833. The telephone number there is (603) 778-9700.

               TYCO INTERNATIONAL (US) INC. RETIREMENT SAVINGS
                   AND INVESTMENT PLAN I, II, III, IV AND V
                           (Full Title of the Plan)

                               -----------------
                                 
                                MARK H. SWARTZ
                                VICE PRESIDENT

                         TYCO INTERNATIONAL (US) INC.
                                 ONE TYCO PARK
                          EXETER, NEW HAMPSHIRE 03833
                    (Name and Address of Agent for Service)

                                (603) 778-9700
         (Telephone Number, Including Area Code, of Agent for Service)
2

                         Calculation of Registration Fee
--------------------------------------------------------------------------------
                                    Proposed        Proposed
                                     Maximum         Maximum
   Title of          Amount         Offering        Aggregate      Amount of
Securities to        to be           Price          Offering       Registra-
be Registered (1)  Registered (2)   Per Share        Price         tion Fee
--------------------------------------------------------------------------------
Common Stock,
 $0.20 par value     2,000,000     $76.625 (3)    $153,250,000      $46,439
--------------------------------------------------------------------------------

(1)   In addition, pursuant to Rule 416(c) under the Securities Act of 1933, as
      amended (the "Securities Act"), this registration statement also covers an
      indeterminate amount of interests to be offered or sold pursuant to the
      employee benefit plans described herein.

(2)   Plus such additional number of shares as may be required pursuant to the
      employee benefit plans in the event of a stock split, stock dividend,
      recapitalization, reorganization, merger, consolidation or other similar
      event.

(3)   This estimate is made pursuant to Rule 457(c) and (h) of the Securities 
      Act solely for the purpose of determining the amount of the registration
      fee and is based upon the market value of outstanding shares of the
      Company's common stock on August 13, 1997, utilizing the average of the
      high and low sale prices on the New York Stock Exchange on that date.

--------------------------------------------------------------------------------

                                       2
3

                                     PART II

               INFORMATION REQUIRED IN THE REGISTRATION STATEMENT

Item 3. INCORPORATION OF CERTAIN DOCUMENTS BY REFERENCE.

       Tyco International Ltd. (the "Company") and the plans listed below:

- Tyco International (US) Inc. Retirement Savings and Investment Plan I
- Tyco International (US) Inc. Retirement Savings and Investment Plan II
- Tyco International (US) Inc. Retirement Savings and Investment Plan III
- Tyco International (US) Inc. Retirement Savings and Investment Plan IV
- Tyco International (US) Inc. Retirement Savings and Investment Plan V

(collectively, the "Plans") hereby incorporate by reference the documents listed
below, which have previously been filed with the Securities and Exchange
Commission:

       (a) The Registrant's Annual Report on Form 10-K for the year ended
           December 31, 1996;
       (b) The Registrant's Quarterly Reports on Form 10-Q for the quarter ended
           March 31, 1997 and June 30, 1997;
       (c) The Registrant's Current Reports on Form 8-K filed on March 25,1997
           and July 10, 1997;
       (d) The description of the Registrant's Common Shares set forth in the
           Registration Statement on Form 8-A filed on August 8, 1991;

       In addition, all documents subsequently filed with the Securities and
Exchange Commission by the Registrant pursuant to Sections 13(a), 13(c), 14, and
15(d) of the Exchange Act, prior to the filing of a post-effective amendment
which indicates that all securities offered hereunder have been sold or which
deregisters all securities then remaining unsold, shall be deemed to be
incorporated by reference in this registration statement and to be a part hereof
from the date of filing of such documents.

Item 4. DESCRIPTION OF SECURITIES.

       Not Applicable.

Item 5. INTERESTS OF NAMED EXPERTS AND COUNSEL.

       John D. Campbell, Secretary of the Company, is also a member of the law
firm of Appleby Spurling & Kempe which will be rendering an opinion as to the
legality of the securities being registered.

                                       3
4

Item 6. INDEMNIFICATION OF DIRECTORS AND OFFICERS.

       Bye-Law 102 of the Tyco Bye-Laws provides, in part, that Tyco shall
indemnify its directors and other officers for all costs, losses and expenses
which they may incur in the performance of their duties as director or officer,
provided that such indemnification is not otherwise prohibited under The
Companies Act 1981 (as amended) of Bermuda. Section 98 of The Companies Act 1981
(as amended) prohibits such indemnification against any liability arising out of
fraud or dishonesty of the director or officer. However, such section permits
Tyco to indemnify a director or officer against any liability incurred by him in
defending any proceedings, whether civil or criminal, in which judgment is given
in his favor or in which he is acquitted or when other similar relief is granted
to him.

The Registrant maintains $75,000,000 of insurance to reimburse its directors and
officers for charges and expenses incurred by them for wrongful acts claimed
against them by reason of their being or having been directors or officers of
the Registrant or any subsidiary thereof. Such insurance specifically excludes
reimbursement of any director or officer for any charge or expense incurred in
connection with various designated matters, including libel or slander,
illegally obtained personal profits, profits recovered by the Registrant
pursuant to Section 16(b) of the Securities Exchange Act of 1934, as amended,
and deliberate dishonesty.

Item 7. EXEMPTION FROM REGISTRATION CLAIMED.

       Not Applicable.

Item 8. EXHIBITS.

       (a)   The following is a complete list of exhibits filed or incorporated
             by reference as part of this registration statement.

   EXHIBIT

      5.1     Opinion (and consent) of Messrs. Appleby Spurling & Kempe,
              counsel to the Registrant, as to the legality of the securities
              registered

     23.1(a)  Consent of Messrs. Appleby, Spurling & Kempe (included in 
              Exhibit 5.1 hereto)

     23.1(b)  Consent of Coopers & Lybrand 

     23.1(c)  Consent of Coopers & Lybrand L.L.P.

     24       Powers of Attorney (contained on signature pages).

Item 9. UNDERTAKINGS.

       (a)   The undersigned registrant hereby undertakes:

             (1)   To file, during any period in which offers or sales are being
made, a post-effective amendment to this registration statement:

                   (i)   To include any prospectus required by Section 10(a)(3)
       of the Securities Act of 1933;

                   (ii)  To reflect in the prospectus any facts or events 
       arising after the effective date of the registration statement (or the
       most recent post-effective amendment thereof) which, individually or in
       the aggregate, represent a fundamental change in the information set
       forth in the registration statement; and

                   (iii) To include any material information with respect to the
       plan of distribution not previously disclosed in the registration
       statement or any material change to such information in the registration
       statement;

PROVIDED, HOWEVER, that paragraphs (a)(1)(i) and (a)(1)(ii) herein do not apply
if the information required to be included in a post-effective amendment by
those paragraphs is contained in periodic reports filed by the undersigned

                                       4
5

Registrant pursuant to Section 13 or Section 15(d) of the Securities Exchange
Act of 1934 that are incorporated by reference in the registration statement;

             (2)   That, for the purpose of determining any liability under the
Securities Act of 1933, each such post-effective amendment shall be deemed to be
a new registration statement relating to the securities offered therein, and the
offering of such securities at that time shall be deemed to be the initial bona
fide offering thereof; and

             (3)   To remove from registration by means of a post-effective
amendment any of the securities being registered which remain unsold at the
termination of the offering.

       (b)   The undersigned Registrant hereby undertakes that, for purposes of
determining any liability under the Securities Act of 1933, each filing of the
registrant's annual report pursuant to Section 13(a) or 15(d) of the Securities
Exchange Act of 1934 (and, where applicable, each filing of an employee benefit
plan's annual report pursuant to Section 15(d) of the Securities Exchange Act of
1934) that is incorporated by reference in the registration statement shall be
deemed to be a new registration statement relating to the securities offered
therein, and the offering of such securities at that time shall be deemed to be
the initial bona fide offering thereof.

       (c)   The U.S. subsidiary of the undersigned Registrant that sponsors the
Plans hereby undertakes to submit the Plans and any amendments thereto to the
Internal Revenue Service in a timely manner and to make all changes required by
the Internal Revenue Service in order to qualify the Plans.

       (d)   Insofar as indemnification for liabilities arising under the
Securities Act of 1933 may be permitted to directors, officers and controlling
persons of the registrant pursuant to the foregoing provisions, or otherwise,
the Registrant has been advised that in the opinion of the Securities and
Exchange Commission such indemnification is against public policy as expressed
in the Act, and is, therefore, unenforceable. In the event that a claim for
indemnification against such liabilities (other than the payment by the
registrant of expenses incurred or paid by a director, officer or controlling
person of the Registrant in the successful defense of any action, suit or
proceeding) is asserted by such director, officer or controlling person in
connection with the securities being registered, the Registrant will, unless in
the opinion of its counsel the matter has been settled by controlling precedent,
submit to a court of appropriate jurisdiction the question whether such
indemnification by it is against public policy as expressed in the Act and will
be governed by the final adjudication of such issue.

                                       5
6
                                   SIGNATURES

       Pursuant to the requirements of the Securities Act of 1933, the
Registrant certifies that it has reasonable grounds to believe that it meets all
of the requirements for filing on Form S-8 and has duly caused this Registration
Statement to be signed on its behalf by the undersigned, thereunto duly
authorized, in the Town of Exeter, State of New Hampshire, on the 20th day of
August, 1997.

                                            TYCO INTERNATIONAL LTD.

                                            By: /s/ Mark H. Swartz
                                                --------------------------------
                                                Mark H. Swartz
                                                Executive Vice President
                                                (Principal Financial and 
                                                  Accounting Officer)

       KNOW ALL MEN BY THESE PRESENTS, that each of the undersigned constitutes
and appoints L. Dennis Kozlowski and Mark H. Swartz, and each of them, his true
and lawful attorney-in-fact and agent, with full power of substitution and
resubstitution, for him and in his name, place and stead, in any and all
capacities, to sign this Registration Statement and all pre-effective and
post-effective amendments, and to file the same, with all exhibits thereto, and
other documents in connection therewith, with the Securities and Exchange
Commission, granting unto such attorneys-in-fact and agents, and each of them
full power and authority to do and perform each and every act and thing
requisite and necessary to be done in and about the premises, as fully to all
intents and purposes as he might or could do in person, hereby ratifying and
confirming all that such attorneys-in-fact and agents or any of them or their or
his substitute or substitutes, may lawfully do or cause to be done by virtue
hereof.

       Pursuant to the requirements of the Securities Act of 1933, this
registration statement has been signed below by the following persons on August
20, 1997 and in the capacities indicated.

/s/ L. Dennis Kozlowski           Chairman of the Board, Chief Executive Officer
------------------------          and Director (Principal Executive Officer)
L. Dennis Kozlowski

/s/ Michael A. Ashcroft           Director
------------------------
Michael A. Ashcroft

/s/ Joshua M. Berman              Director and Vice President
------------------------
Joshua M. Berman

/s/ Richard S. Bodman             Director
------------------------
Richard S. Bodman

/s/ John F. Fort                  Director
------------------------
John F. Fort

/s/ Stephen W. Foss               Director
------------------------
Stephen W. Foss

/s/ Richard A. Gilleland          Director
------------------------
Richard A. Gilleland

/s/ Philip M. Hampton             Director
------------------------
Philip M. Hampton

/s/ James S. Pasman Jr.           Director
------------------------
James S. Pasman Jr.

/s/ W. Peter Slusser              Director
------------------------
W. Peter Slusser

/s/ Mark H. Swartz                Executive Vice President
------------------------
Mark H. Swartz

                                       6
7

/s/ Frank E. Walsh, Jr.           Director
------------------------
Frank E. Walsh, Jr.

                                        7
8

Pursuant to the requirements of the Securities Act of 1933, the members of the
Tyco International (US) Inc. Retirement Committee, which is authorized to take
action on behalf of and in the name of the Plans have duly caused this
registration statement to be signed on their behalf by the undersigned,
thereunto duly authorized, in the Town of Exeter, State of New Hampshire, on the
19th day of August, 1997.

                                    TYCO INTERNATIONAL (US) INC.
                                    RETIREMENT COMMITTEE

                                    By: /s/ Barbara S. Miller
                                    -------------------------------------------
                                        Barbara S. Miller, Authorized Signatory

                                       8
9

                                  EXHIBIT INDEX

EXHIBIT
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  5.1       Opinion (and consent) of Messrs. Appleby, Spurling & Kempe,
            counsel to Tyco International Ltd., as to the legality of the
            securities registered
 23.1(a)    Consent of Counsel (included in Exhibit 5.1 hereto)
 23.1(b)    Consent of Coopers & Lybrand
 23.1(c)    Consent of Coopers & Lybrand L.L.P.
 24         Powers of Attorney (contained on signature page)

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