File No. 33-
    As filed with the Securities and Exchange Commission on December 8, 1995

================================================================================
                       SECURITIES AND EXCHANGE COMMISSION
                             WASHINGTON, D.C. 20549
                          ----------------------------
                                    FORM S-8
                             REGISTRATION STATEMENT
                                      UNDER
                           THE SECURITIES ACT OF 1933
                          ----------------------------
                             TYCO INTERNATIONAL LTD.
             (Exact Name of Registrant as Specified in Its Charter)

        MASSACHUSETTS                                  04-2297459
(State or other Jurisdiction of               (IRS Employer Identification No.)
 Incorporation or Organization)

                   ONE TYCO PARK, EXETER, NEW HAMPSHIRE 03833
                    (Address of Principal Executive Offices)

                                  603-778-9700
                         (Registrant's Telephone Number)

                 TYCO INTERNATIONAL LTD. 1995 STOCK OPTION PLAN
                            (Full Title of the Plan)
                       ----------------------------------
                                 Mark H. Swartz
                   Vice President and Chief Financial Officer

                             TYCO INTERNATIONAL LTD.
                                  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)
                    ----------------------------------------
                         Calculation of Registration Fee
- --------------------------------------------------------------------------------
                                      Proposed          Proposed
                                      Maximum           Maximum
   Title of           Amount           Offering         Aggregate      Amount of
Securities to         to be            Price          Offering      Registration
be Registered      Registered (1)     Per Share          Price            Fee
- --------------------------------------------------------------------------------
Common Stock,       3,013,250         $26.6962 (2)   $ 80,442,359       $27,739
$0.50 par value     4,986,750         $32.5625 (3)   $162,381,047       $55,993
- --------------------------------------------------------------------------------
         (1) Plus such additional number of shares as may be required pursuant
         to the option plan in the event of a stock dividend, reverse stock
         split, split-up, recapitalization or other similar event.

         (2) This estimate is made pursuant to Rule 457(h) under the Securities
         Act of 1933, as amended, (the "Securities Act") solely for the purpose
         of determining the amount of the registration fee and is based upon the
         weighted average price at which outstanding options may be exercised.

         (3) This estimate is made pursuant to Rule 457(c) and (h) under the
         Securities Act solely for purposes 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 December 4, 1995, utilizing the
         average of the high and low sale prices on the New York Stock Exchange
         on that date.

================================================================================

<PAGE>

                                     PART II

               INFORMATION REQUIRED IN THE REGISTRATION STATEMENT


Item 3.  Incorporation of Certain Documents by Reference.

         Tyco International Ltd. (the "Company") hereby incorporates by 
reference the documents listed below, which have previously been filed with the
Securities and Exchange Commission:

         The Company's Annual Report on Form 10-K for the fiscal year ended June
30, 1995; and

         The Company's Quarterly Report on Form 10-Q for the quarter ended
September 30, 1995.

         In addition, all documents subsequently filed with the Securities and
Exchange Commission by the Company pursuant to Sections 13(a) and 13(c), Section
14 and Section 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.

         The validity of the shares to be offered hereby will be passed upon for
the Company by M. Brian Moroze, General Counsel and Assistant Secretary of the
Company.


Item 6.  Indemnification of Directors and Officers.

         The Restated Articles of Organization of the Company provide that the
Company shall indemnify certain persons, including directors and officers,
against liabilities, amounts paid in settlement and professional fees and other
disbursements incurred by each such person in connection with any action, suit
or proceeding, civil or criminal, brought or threatened in or before any court,
tribunal, administrative or legislative body or agency in which he is involved
as a result of his serving or having served in such position or, at the request
of the Company, in certain positions of any other corporation in which the
Company owns shares or of which it is a creditor. No indemnification shall be
provided to an individual with respect to a matter as to which it shall have
been adjudicated that he did not act in good faith in the reasonable belief that
his action was in the best interests of the Company. In the event that any
action, suit or proceeding is compromised or settled so as to impose any
liabilities or obligation upon a person eligible for indemnification by the
Company, no indemnification shall be provided to him with respect to such matter
if the Company has obtained an opinion of its counsel that with respect to said
matter he did not act in good faith in the reasonable belief that his action was
in the best interests of the Company. The Restated Articles of Organization of
the Company further provide that nothing in them shall limit any lawful rights
to indemnification existing independently of them.

         Section 67 of Chapter 156B of the General Laws of the Commonwealth of
Massachusetts provides that a corporation may indemnify any director or officer
(among others) except as to any matter as to which he is adjudicated in any
proceeding not to have acted in good faith in the reasonable belief that his
action was in the best interests of the corporation. Section 67 further provides
that a corporation has the power to purchase and maintain insurance policies on
behalf of any such officer or director against liability incurred by him in such
capacity or arising out of his status as such, whether or not the corporation
has the power to indemnify such officer or director against such liability.


<PAGE>

         The Company maintains $35,000,000 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 Company 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 Company
pursuant to Section 16(b) of the Exchange Act 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

         3.1      Restated Articles of Organization, as amended [incorporated by
                  reference to Exhibit 3(a) to the Company's Annual Report on
                  Form 10-K for the fiscal year ended May 31, 1987].
         3.2      Articles of Amendment dated November 9, 1993, effective 
                  November 10, 1993 [incorporated by reference to Exhibit 3 to 
                  the Company's Current Report on Form 8-K filed on November 12,
                  1993].
         3.3      By-laws [incorporated by reference to Exhibit 3 to the 
                  Company's Current Report on Form 8-K filed on August 17, 
                  1990].
         5.1      Opinion of M. Brian Moroze, General Counsel and Assistant 
                  Secretary, as to the legality of the securities being 
                  registered.
         10.1     Tyco International Ltd. 1995 Stock Option Plan
         23.1(a)  Consent of Counsel (included in Exhibit 5.1 hereto).
         23.1(b)  Consent of Coopers & Lybrand L.L.P.
         23.1(c)  Consent of Price Waterhouse LLP
         24       Powers of Attorney (included in Part II of this registration 
                  statement).


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;

<PAGE>

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
registrant pursuant to Section 13 or Section 15(d) of the Securities Exchange
Act of 1934 that are incorporated by the 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) 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.

<PAGE>

                                   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 8th day of
December, 1995.

                                    TYCO INTERNATIONAL LTD.

                                    By:   /s/  Mark H. Swartz
                                       ----------------------------------
                                        Mark H. Swartz
                                    Vice President - Chief Financial Officer
                                   (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 BY THE FOLLOWING PERSONS ON DECEMBER 8,
1995 IN THE CAPACITIES INDICATED BELOW.

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

        /s/  Joshua M. Berman         Director
   --------------------------------
         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/  Mark H. Swartz           Vice President - Chief Financial Officer
   --------------------------------
         Mark H. Swartz

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

<PAGE>

                                  EXHIBIT INDEX


Exhibit No.                Description

3.1                        Restated Articles of Organization, as amended 
                           [incorporated by reference to Exhibit 3(a) to the 
                           Company's Annual Report on Form 10-K for the fiscal 
                           year ended May 31, 1987].

3.2                        Articles of Amendment dated November 9, 1993, 
                           effective November 10, 1993 [incorporated by 
                           reference to Exhibit 3 to the Company's Current 
                           Report on Form 8-K filed on November 12, 1993].

3.3                        By-laws [incorporated by reference to Exhibit 3 to 
                           the Company's Current Report on Form 8-K filed on 
                           August 17, 1990].

5.1                        Opinion of M. Brian Moroze, General Counsel and 
                           Assistant Secretary, as to the legality of the 
                           securities being registered.

10.1                       Tyco International Ltd. 1995 Stock Option Plan

23.1(a)                    Consent of Counsel (included in Exhibit 5.1 hereto).

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

23.1(c)                    Consent of Price Waterhouse LLP

24                         Powers of Attorney (included in Part II of this 
                           registration statement).
[{"type": "S-8", "sequence": "1", "description": "TYCO INTERNATIONAL LTD.", "secsgml_size_bytes": 17895}]
{"company-data": {"conformed-name": "TYCO INTERNATIONAL LTD", "cik": "0000100441", "assigned-sic": "3569", "irs-number": "042297459", "state-of-incorporation": "MA", "fiscal-year-end": "0630"}, "filing-values": {"form-type": "S-8", "act": "33", "file-number": "033-64867", "film-number": "95600504"}, "business-address": {"street1": "ONE TYCO PARK", "city": "EXETER", "state": "NH", "zip": "03833", "phone": "6037789700"}, "mail-address": {"street1": "ONE TYCO PARK", "city": "EXETER", "state": "NH", "zip": "03833"}, "former-company": {"former-conformed-name": "TYCO LABORATORIES INC", "date-changed": "19920703"}}
File No. 33-
    As filed with the Securities and Exchange Commission on December 8, 1995

================================================================================
                       SECURITIES AND EXCHANGE COMMISSION
                             WASHINGTON, D.C. 20549
                          ----------------------------
                                    FORM S-8
                             REGISTRATION STATEMENT
                                      UNDER
                           THE SECURITIES ACT OF 1933
                          ----------------------------
                             TYCO INTERNATIONAL LTD.
             (Exact Name of Registrant as Specified in Its Charter)

        MASSACHUSETTS                                  04-2297459
(State or other Jurisdiction of               (IRS Employer Identification No.)
 Incorporation or Organization)

                   ONE TYCO PARK, EXETER, NEW HAMPSHIRE 03833
                    (Address of Principal Executive Offices)

                                  603-778-9700
                         (Registrant's Telephone Number)

                 TYCO INTERNATIONAL LTD. 1995 STOCK OPTION PLAN
                            (Full Title of the Plan)
                       ----------------------------------
                                 Mark H. Swartz
                   Vice President and Chief Financial Officer

                             TYCO INTERNATIONAL LTD.
                                  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)
                    ----------------------------------------
                         Calculation of Registration Fee
- --------------------------------------------------------------------------------
                                      Proposed          Proposed
                                      Maximum           Maximum
   Title of           Amount           Offering         Aggregate      Amount of
Securities to         to be            Price          Offering      Registration
be Registered      Registered (1)     Per Share          Price            Fee
- --------------------------------------------------------------------------------
Common Stock,       3,013,250         $26.6962 (2)   $ 80,442,359       $27,739
$0.50 par value     4,986,750         $32.5625 (3)   $162,381,047       $55,993
- --------------------------------------------------------------------------------
         (1) Plus such additional number of shares as may be required pursuant
         to the option plan in the event of a stock dividend, reverse stock
         split, split-up, recapitalization or other similar event.

         (2) This estimate is made pursuant to Rule 457(h) under the Securities
         Act of 1933, as amended, (the "Securities Act") solely for the purpose
         of determining the amount of the registration fee and is based upon the
         weighted average price at which outstanding options may be exercised.

         (3) This estimate is made pursuant to Rule 457(c) and (h) under the
         Securities Act solely for purposes 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 December 4, 1995, utilizing the
         average of the high and low sale prices on the New York Stock Exchange
         on that date.

================================================================================
PART II

               INFORMATION REQUIRED IN THE REGISTRATION STATEMENT

Item 3.  Incorporation of Certain Documents by Reference.

         Tyco International Ltd. (the "Company") hereby incorporates by 
reference the documents listed below, which have previously been filed with the
Securities and Exchange Commission:

         The Company's Annual Report on Form 10-K for the fiscal year ended June
30, 1995; and

         The Company's Quarterly Report on Form 10-Q for the quarter ended
September 30, 1995.

         In addition, all documents subsequently filed with the Securities and
Exchange Commission by the Company pursuant to Sections 13(a) and 13(c), Section
14 and Section 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.

         The validity of the shares to be offered hereby will be passed upon for
the Company by M. Brian Moroze, General Counsel and Assistant Secretary of the
Company.

Item 6.  Indemnification of Directors and Officers.

         The Restated Articles of Organization of the Company provide that the
Company shall indemnify certain persons, including directors and officers,
against liabilities, amounts paid in settlement and professional fees and other
disbursements incurred by each such person in connection with any action, suit
or proceeding, civil or criminal, brought or threatened in or before any court,
tribunal, administrative or legislative body or agency in which he is involved
as a result of his serving or having served in such position or, at the request
of the Company, in certain positions of any other corporation in which the
Company owns shares or of which it is a creditor. No indemnification shall be
provided to an individual with respect to a matter as to which it shall have
been adjudicated that he did not act in good faith in the reasonable belief that
his action was in the best interests of the Company. In the event that any
action, suit or proceeding is compromised or settled so as to impose any
liabilities or obligation upon a person eligible for indemnification by the
Company, no indemnification shall be provided to him with respect to such matter
if the Company has obtained an opinion of its counsel that with respect to said
matter he did not act in good faith in the reasonable belief that his action was
in the best interests of the Company. The Restated Articles of Organization of
the Company further provide that nothing in them shall limit any lawful rights
to indemnification existing independently of them.

         Section 67 of Chapter 156B of the General Laws of the Commonwealth of
Massachusetts provides that a corporation may indemnify any director or officer
(among others) except as to any matter as to which he is adjudicated in any
proceeding not to have acted in good faith in the reasonable belief that his
action was in the best interests of the corporation. Section 67 further provides
that a corporation has the power to purchase and maintain insurance policies on
behalf of any such officer or director against liability incurred by him in such
capacity or arising out of his status as such, whether or not the corporation
has the power to indemnify such officer or director against such liability.
The Company maintains $35,000,000 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 Company 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 Company
pursuant to Section 16(b) of the Exchange Act 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

         3.1      Restated Articles of Organization, as amended [incorporated by
                  reference to Exhibit 3(a) to the Company's Annual Report on
                  Form 10-K for the fiscal year ended May 31, 1987].
         3.2      Articles of Amendment dated November 9, 1993, effective 
                  November 10, 1993 [incorporated by reference to Exhibit 3 to 
                  the Company's Current Report on Form 8-K filed on November 12,
                  1993].
         3.3      By-laws [incorporated by reference to Exhibit 3 to the 
                  Company's Current Report on Form 8-K filed on August 17, 
                  1990].
         5.1      Opinion of M. Brian Moroze, General Counsel and Assistant 
                  Secretary, as to the legality of the securities being 
                  registered.
         10.1     Tyco International Ltd. 1995 Stock Option Plan
         23.1(a)  Consent of Counsel (included in Exhibit 5.1 hereto).
         23.1(b)  Consent of Coopers & Lybrand L.L.P.
         23.1(c)  Consent of Price Waterhouse LLP
         24       Powers of Attorney (included in Part II of this registration 
                  statement).

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
registrant pursuant to Section 13 or Section 15(d) of the Securities Exchange
Act of 1934 that are incorporated by the 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) 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.
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 8th day of
December, 1995.

                                    TYCO INTERNATIONAL LTD.

                                    By:   /s/  Mark H. Swartz
                                       ----------------------------------
                                        Mark H. Swartz
                                    Vice President - Chief Financial Officer
                                   (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 BY THE FOLLOWING PERSONS ON DECEMBER 8,
1995 IN THE CAPACITIES INDICATED BELOW.

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

        /s/  Joshua M. Berman         Director
   --------------------------------
         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/  Mark H. Swartz           Vice President - Chief Financial Officer
   --------------------------------
         Mark H. Swartz

        /s/  Frank W. Walsh, Jr.      Director
   --------------------------------
         Frank W. Walsh, Jr.
EXHIBIT INDEX

Exhibit No.                Description

3.1                        Restated Articles of Organization, as amended 
                           [incorporated by reference to Exhibit 3(a) to the 
                           Company's Annual Report on Form 10-K for the fiscal 
                           year ended May 31, 1987].

3.2                        Articles of Amendment dated November 9, 1993, 
                           effective November 10, 1993 [incorporated by 
                           reference to Exhibit 3 to the Company's Current 
                           Report on Form 8-K filed on November 12, 1993].

3.3                        By-laws [incorporated by reference to Exhibit 3 to 
                           the Company's Current Report on Form 8-K filed on 
                           August 17, 1990].

5.1                        Opinion of M. Brian Moroze, General Counsel and 
                           Assistant Secretary, as to the legality of the 
                           securities being registered.

10.1                       Tyco International Ltd. 1995 Stock Option Plan

23.1(a)                    Consent of Counsel (included in Exhibit 5.1 hereto).

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

23.1(c)                    Consent of Price Waterhouse LLP

24                         Powers of Attorney (included in Part II of this 
                           registration statement).