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May 22, 1997
Securities and Exchange Commission
450 Fifth Street, N.W.
Judiciary Plaza
Washington, D.C. 20549
Ladies and Gentlemen:
Pursuant to Rule 477 under the Securities Act of 1933, as amended, Tyco
International Ltd. ("Tyco") hereby applies to withdraw as a registrant under
registration statement (File Number 333-24363-01)(the "Registration Statement")
filed on April 2, 1997.
The Registration Statement contains a Joint Proxy Statement/Prospectus
of Tyco and ADT Limited ("ADT") and was erroneously filed using the EDGAR codes
of both Tyco and ADT. Tyco is not registering securities under the Registration
Statement and did not intend to file as a co-registrant.
TYCO INTERNATIONAL LTD.
By: /s/ Mark H. Swartz
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Name: Mark H. Swartz
Title: Vice President -
Chief Financial Officer
