As filed with the Securities and Exchange Commission on August 3, 2000.
                                                               Registration No.
===============================================================================


                                 UNITED STATES
                       SECURITIES AND EXCHANGE COMMISSION
                             Washington, D.C. 20549

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

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

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

                                   TYCOM LTD.
             (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 Number)

                       The Zurich Centre, Second Floor,
                                   Suite 201
                               90 Pitts Bay Road
                            Pembroke HM 08, Bermuda
                                (441) 298-9770
  (Address, including zip code, and telephone number, including area code, of
                   Registrant's principal executive offices)

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

                                   TYCOM LTD.
                          EMPLOYEE SHARE PURCHASE PLAN
                            (Full title of the plan)

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

                              Puglisi & Associates
                         850 Library Avenue, Suite 204
                                  P.O. Box 885
                             Newark, Delaware 19711
                                 (302) 738-6680
           (Name, address, including zip code, and telephone number,
                  including area code, of agent for service)

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

<TABLE>
                                           CALCULATION OF REGISTRATION FEE
------------------------------------------------------------------------------------------------------------------------
  Title of securities    Amount to be       Proposed maximum                Proposed maximum             Amount of
    to be registered    registered (1)   offering price per share(2)   aggregate offering price(2)  registration fee(3)
------------------------------------------------------------------------------------------------------------------------
<S>                    <C>                     <C>                            <C>                       <C>
 Common Stock
 ($0.25 par value)     2,500,000 shares        $    34.00                     $ 85,000,000.00           $ 22,440.00
</TABLE>

(1)  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.

(2)  This estimate is made pursuant to Rule 457(c) and (h) of the Securities
     Act of 1933, as amended solely for the purpose of determining the
     registration fee. It is not known how many shares will be purchased under
     the plans or at what price such shares will be purchased. The above
     calculation is based on the average of the high and low prices of the
     Registrant's common shares as reported on the New York Stock Exchange
     Composite Index on July 31, 2000.

(3)  The amount of registration fee, calculated in accordance with Section 6(b)
     of the Securities Act and Rule 457(o) promulgated thereunder, is .000264
     of the maximum aggregate offering price at which the securities registered
     pursuant to this Registration Statement are proposed to be offered.
<PAGE>


Item 3. Incorporation of Certain Documents by Reference

     TyCom Ltd. (the "Company") hereby incorporates, or will be deemed to have
incorporated, herein by reference the following documents:

     (1) The Company's prospectus filed on July 26, 2000 pursuant to Rule
424(b) of the Securities Act of 1933, as amended (the "Securities Act")

     (2) All reports filed pursuant to Section 13(a) or 15(d) of the Securities
Exchange Act of 1934, as amended (the "Exchange Act");

     (3) The description of the Company's common shares contained in the
Company's registration statement on Form S-1, (Registration No. 333-32134)
dated July 26, 2000, including any amendment thereto or report filed for the
purpose of updating such description; and

     (4) All documents filed by the Corporation pursuant to Sections 13(a),
13(c), 14 and 15(d) of the Exchange Act subsequent to the date of this
Registration Statement and prior to the filing of a post-effective amendment
which indicates that all securities offered herein have been sold or which
deregisters all securities then remaining unsold.

Item 4. Description of Securities

     Not applicable.

Item 5. Interests of Named Experts and Counsel

     Not applicable.

Item 6. Indemnification of Officers and Directors

     Section 133 and 134 of the bye-laws of TyCom Ltd. provide, in part, that
the Company shall indemnify its directors and officers 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, of Bermuda prohibits such indemnification against any
liability arising out of the fraud or dishonesty of the director or officer.
However, such section permits the Company 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 Company maintains standard policies of insurance under which coverage
is provided (a) to its directors and officers against loss rising from claims
made by reason of breach of duty or other wrongful act, and (b) to the Company
with respect to payments which may be made by the Company to such officers and
directors pursuant to the above indemnification provision or otherwise as a
matter of law.

Item 7. Exemption From Registration Claimed.

     Not applicable.


<PAGE>


Item 8. Exhibits

     The following is a complete list of exhibits or incorporated by reference
filed as part of this Registration Statement.

Exhibit No.      Exhibit
-----------      -------
3.1              Memorandum of Association (incorporated by reference to
                 Exhibit 3.1 to the registrant's Registration Statement under
                 the Securities Act on Form S-1, Registration No. 333-32134
                 ("Form S-1"))
3.2              Bye-Laws (incorporated by reference to Exhibit 3.2 to
                 Form S-1)
10.1             TyCom Ltd. Employee Share Purchase Plan
23.1             Consent of PricewaterhouseCoopers
23.2             Consent of PricewaterhouseCoopers LLP
23.3             Consent of BDO Audiberia Auditors, S.L.
23.4             Consent of PricewaterhouseCoopers Auditores, S.L.
24.1             Powers of Attorney


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

               (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. Notwithstanding the foregoing,
          any increase or decrease in volume of securities offered (if the
          total dollar value of securities offered would not exceed that which
          was registered) and any deviation from the low or high and of the
          estimated maximum offering range may be reflected in the form of
          prospectus filed with the Commission pursuant to Rule 424(b) if, in
          the aggregate, the changes in volume and price represent no more than
          a 20 percent change in the maximum aggregate offering price set forth
          in the "Calculation of Registration Fee" table in the effective
          registration statement;

               (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) 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 registrant pursuant to
Section 13 or Section 15(d) of the Exchange Act that are incorporated by
reference in the registration statement.

                                       3
<PAGE>


          (2) That, for the purpose of determining any liability under the
     Securities Act, 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.

          (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, each filing of the
registrant's annual report pursuant to Section 13(a) or Section 15(d) of the
Exchange Act (and, where applicable, each filing of an employee benefit plan's
annual report pursuant to Section 15(d) of the Exchange Act) 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 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
Exchange 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
Exchange Act and will be governed by the final adjudication of such issue.

                                       4
<PAGE>


                                   SIGNATURES

     Pursuant to the requirements of the Securities Act, 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 City of New York, State of New York, on August 3, 2000.


                                            TYCOM LTD.


                                          By: /s/ Byron S. Kalogerou
                                             --------------------------
                                             Name:  Byron S. Kalogerou
                                             Title: Vice President and General
                                                    Counsel


     Pursuant to the requirements of the Securities Act, this Registration
Statement on Form S-8 has been signed by the following persons in the
capacities and on the dates indicated.

           Signature                         Title                     Date
           ---------                         -----                     ----

              *                     Executive Chairman and        August 3, 2000
--------------------------------    Director
     L. Dennis Kozlowski


              *                     Principal Executive Officer   August 3, 2000
--------------------------------    and Director
        Neil R. Garvey


              *                     Principal Financial and       August 3, 2000
--------------------------------    Accounting Officer
      David W. Van Rossum


              *                     Vice President and Director   August 3, 2000
--------------------------------
        Mark H. Swartz


              *                     Director                      August 3, 2000
--------------------------------
        Brenda C. Barnes


              *                     Director                      August 3, 2000
--------------------------------
         Frank Doyle


                                       5
<PAGE>


              *                     Director                      August 3, 2000
--------------------------------
       Warren V. Musser


              *                     Authorized Representative     August 3, 2000
--------------------------------      in the United States
     Puglisi & Associates
     By: Donald J. Puglisi


*By:  /s/ Byron S. Kalogerou                                      August 3, 2000
    -------------------------
          Byron S. Kalogerou
          Attorney-in-fact


                                       6
<PAGE>


                                 EXHIBIT INDEX

Exhibit No.      Exhibit
-----------      -------
3.1              Memorandum of Association (incorporated by reference to
                 Exhibit 3.1 to the registrant's Registration Statement under
                 the Securities Act on Form S-1, Registration No. 333-32134
                 ("Form S-1"))
3.2              Bye-Laws (incorporated by reference to Exhibit 3.2 to
                 Form S-1)
10.1             TyCom Ltd. Employee Share Purchase Plan
23.1             Consent of PricewaterhouseCoopers
23.2             Consent of PricewaterhouseCoopers LLP
23.3             Consent of BDO Audiberia Auditors, S.L.
23.4             Consent of PricewaterhouseCoopers Auditores, S.L.
24.1             Powers of Attorney
[{"type": "S-8", "sequence": "1", "filename": "0001.txt", "secsgml_size_bytes": 15192}]
{"company-data": {"conformed-name": "TYCOM LTD", "cik": "0001108511", "assigned-sic": "3661", "fiscal-year-end": "0930"}, "filing-values": {"form-type": "S-8", "act": "33", "file-number": "333-43000", "film-number": "685723"}, "business-address": {"street1": "ZURICH CENTER SECOND FL STE 201", "street2": "90 PITTS BAY ROAD PEMBROKE BERMUDA", "city": "PEMBRAKE"}, "mail-address": {"street1": "ZURAICH CENTER SECOND FL STE 201", "street2": "90 PITTS BAY RD PEMBROKE BERMUDA", "city": "PEMBRAKE"}}
As filed with the Securities and Exchange Commission on August 3, 2000.
                                                               Registration No.
===============================================================================

                                 UNITED STATES
                       SECURITIES AND EXCHANGE COMMISSION
                             Washington, D.C. 20549

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

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

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

                                   TYCOM LTD.
             (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 Number)

                       The Zurich Centre, Second Floor,
                                   Suite 201
                               90 Pitts Bay Road
                            Pembroke HM 08, Bermuda
                                (441) 298-9770
  (Address, including zip code, and telephone number, including area code, of
                   Registrant's principal executive offices)

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

                                   TYCOM LTD.
                          EMPLOYEE SHARE PURCHASE PLAN
                            (Full title of the plan)

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

                              Puglisi & Associates
                         850 Library Avenue, Suite 204
                                  P.O. Box 885
                             Newark, Delaware 19711
                                 (302) 738-6680
           (Name, address, including zip code, and telephone number,
                  including area code, of agent for service)

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

                                           CALCULATION OF REGISTRATION FEE
------------------------------------------------------------------------------------------------------------------------
  Title of securities    Amount to be       Proposed maximum                Proposed maximum             Amount of
    to be registered    registered (1)   offering price per share(2)   aggregate offering price(2)  registration fee(3)
------------------------------------------------------------------------------------------------------------------------
Common Stock
 ($0.25 par value)     2,500,000 shares        $    34.00                     $ 85,000,000.00           $ 22,440.00
(1)  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.

(2)  This estimate is made pursuant to Rule 457(c) and (h) of the Securities
     Act of 1933, as amended solely for the purpose of determining the
     registration fee. It is not known how many shares will be purchased under
     the plans or at what price such shares will be purchased. The above
     calculation is based on the average of the high and low prices of the
     Registrant's common shares as reported on the New York Stock Exchange
     Composite Index on July 31, 2000.

(3)  The amount of registration fee, calculated in accordance with Section 6(b)
     of the Securities Act and Rule 457(o) promulgated thereunder, is .000264
     of the maximum aggregate offering price at which the securities registered
     pursuant to this Registration Statement are proposed to be offered.
Item 3. Incorporation of Certain Documents by Reference

     TyCom Ltd. (the "Company") hereby incorporates, or will be deemed to have
incorporated, herein by reference the following documents:

     (1) The Company's prospectus filed on July 26, 2000 pursuant to Rule
424(b) of the Securities Act of 1933, as amended (the "Securities Act")

     (2) All reports filed pursuant to Section 13(a) or 15(d) of the Securities
Exchange Act of 1934, as amended (the "Exchange Act");

     (3) The description of the Company's common shares contained in the
Company's registration statement on Form S-1, (Registration No. 333-32134)
dated July 26, 2000, including any amendment thereto or report filed for the
purpose of updating such description; and

     (4) All documents filed by the Corporation pursuant to Sections 13(a),
13(c), 14 and 15(d) of the Exchange Act subsequent to the date of this
Registration Statement and prior to the filing of a post-effective amendment
which indicates that all securities offered herein have been sold or which
deregisters all securities then remaining unsold.

Item 4. Description of Securities

     Not applicable.

Item 5. Interests of Named Experts and Counsel

     Not applicable.

Item 6. Indemnification of Officers and Directors

     Section 133 and 134 of the bye-laws of TyCom Ltd. provide, in part, that
the Company shall indemnify its directors and officers 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, of Bermuda prohibits such indemnification against any
liability arising out of the fraud or dishonesty of the director or officer.
However, such section permits the Company 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 Company maintains standard policies of insurance under which coverage
is provided (a) to its directors and officers against loss rising from claims
made by reason of breach of duty or other wrongful act, and (b) to the Company
with respect to payments which may be made by the Company to such officers and
directors pursuant to the above indemnification provision or otherwise as a
matter of law.

Item 7. Exemption From Registration Claimed.

     Not applicable.
Item 8. Exhibits

     The following is a complete list of exhibits or incorporated by reference
filed as part of this Registration Statement.

Exhibit No.      Exhibit
-----------      -------
3.1              Memorandum of Association (incorporated by reference to
                 Exhibit 3.1 to the registrant's Registration Statement under
                 the Securities Act on Form S-1, Registration No. 333-32134
                 ("Form S-1"))
3.2              Bye-Laws (incorporated by reference to Exhibit 3.2 to
                 Form S-1)
10.1             TyCom Ltd. Employee Share Purchase Plan
23.1             Consent of PricewaterhouseCoopers
23.2             Consent of PricewaterhouseCoopers LLP
23.3             Consent of BDO Audiberia Auditors, S.L.
23.4             Consent of PricewaterhouseCoopers Auditores, S.L.
24.1             Powers of Attorney

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

               (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. Notwithstanding the foregoing,
          any increase or decrease in volume of securities offered (if the
          total dollar value of securities offered would not exceed that which
          was registered) and any deviation from the low or high and of the
          estimated maximum offering range may be reflected in the form of
          prospectus filed with the Commission pursuant to Rule 424(b) if, in
          the aggregate, the changes in volume and price represent no more than
          a 20 percent change in the maximum aggregate offering price set forth
          in the "Calculation of Registration Fee" table in the effective
          registration statement;

               (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) 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 registrant pursuant to
Section 13 or Section 15(d) of the Exchange Act that are incorporated by
reference in the registration statement.

                                       3
(2) That, for the purpose of determining any liability under the
     Securities Act, 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.

          (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, each filing of the
registrant's annual report pursuant to Section 13(a) or Section 15(d) of the
Exchange Act (and, where applicable, each filing of an employee benefit plan's
annual report pursuant to Section 15(d) of the Exchange Act) 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 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
Exchange 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
Exchange Act and will be governed by the final adjudication of such issue.

                                       4
SIGNATURES

     Pursuant to the requirements of the Securities Act, 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 City of New York, State of New York, on August 3, 2000.

                                            TYCOM LTD.

                                          By: /s/ Byron S. Kalogerou
                                             --------------------------
                                             Name:  Byron S. Kalogerou
                                             Title: Vice President and General
                                                    Counsel

     Pursuant to the requirements of the Securities Act, this Registration
Statement on Form S-8 has been signed by the following persons in the
capacities and on the dates indicated.

           Signature                         Title                     Date
           ---------                         -----                     ----

              *                     Executive Chairman and        August 3, 2000
--------------------------------    Director
     L. Dennis Kozlowski

              *                     Principal Executive Officer   August 3, 2000
--------------------------------    and Director
        Neil R. Garvey

              *                     Principal Financial and       August 3, 2000
--------------------------------    Accounting Officer
      David W. Van Rossum

              *                     Vice President and Director   August 3, 2000
--------------------------------
        Mark H. Swartz

              *                     Director                      August 3, 2000
--------------------------------
        Brenda C. Barnes

              *                     Director                      August 3, 2000
--------------------------------
         Frank Doyle

                                       5
*                     Director                      August 3, 2000
--------------------------------
       Warren V. Musser

              *                     Authorized Representative     August 3, 2000
--------------------------------      in the United States
     Puglisi & Associates
     By: Donald J. Puglisi

*By:  /s/ Byron S. Kalogerou                                      August 3, 2000
    -------------------------
          Byron S. Kalogerou
          Attorney-in-fact

                                       6
EXHIBIT INDEX

Exhibit No.      Exhibit
-----------      -------
3.1              Memorandum of Association (incorporated by reference to
                 Exhibit 3.1 to the registrant's Registration Statement under
                 the Securities Act on Form S-1, Registration No. 333-32134
                 ("Form S-1"))
3.2              Bye-Laws (incorporated by reference to Exhibit 3.2 to
                 Form S-1)
10.1             TyCom Ltd. Employee Share Purchase Plan
23.1             Consent of PricewaterhouseCoopers
23.2             Consent of PricewaterhouseCoopers LLP
23.3             Consent of BDO Audiberia Auditors, S.L.
23.4             Consent of PricewaterhouseCoopers Auditores, S.L.
24.1             Powers of Attorney