<PAGE>


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

                          SECURITIES AND EXCHANGE COMMISSION
                                Washington, D.C. 20549
                            ------------------------------
                                           
                                      FORM 10-Q
                 [X] QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(D)
                        OF THE SECURITIES EXCHANGE ACT OF 1934
                                           
                  For the quarterly period ended September 30, 1996
                                           
                                          OR
                [ ] TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(D)
                        OF THE SECURITIES EXCHANGE ACT OF 1934
                                           
                For the transition period from ________  to ________
                                           
                                        1-5482
                               (Commission File Number)
                                                                      
             -----------------------------------------------------------

                               TYCO INTERNATIONAL LTD.
                (Exact name of registrant as specified in its charter)
                                           
                MASSACHUSETTS                             04-2297459
          (State of Incorporation)                      (IRS Employer
                                                    Identification Number)

                      ONE TYCO PARK, EXETER, NEW HAMPSHIRE 03833
                 (Address of registrant's principal executive office)
                                           
                                     603-778-9700
                           (Registrant's telephone number)
                                                                          
              ----------------------------------------------------------
                                           
     Indicate by check mark whether the registrant (1) has filed all reports 
     required to be filed by Section 13 or 15(d) of the Securities Exchange Act 
     of 1934 during the preceding 12 months (or for such shorter period that the
     registrant was required to file such reports), and (2) has been subject to 
     such filing requirements for the past 90 days.   Yes   X  .  No     .
                                                          -----      -----

The number of shares of common stock outstanding as of November 7, 1996
was 156,611,408.

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

<PAGE>


                               TYCO INTERNATIONAL LTD.
                                           
                                  INDEX TO FORM 10-Q
                                           

                                                                     PAGE

PART I - FINANCIAL INFORMATION:

    Item 1 - Financial Statements -

         Consolidated Balance Sheets - September 30, 1996 and         
             June 30, 1996                                           1-2

         Consolidated Statements of Income for the First Quarters     
             ended September 30, 1996 and 1995                        3

         Consolidated Statements of Changes in Shareholders'         
             Equity for the First Quarters ended September 30,       
             1996 and 1995                                            4

         Consolidated Statements of Cash Flows for the First         
             Quarters ended September 30, 1996 and 1995               5

         Notes to Consolidated Financial Statements                   6

    Item 2 - Management's Discussion and Analysis of                 
             Financial Condition and Operating Results                9


PART II - OTHER INFORMATION:

    Item 6 - Exhibits and Reports on Form 8-K                         11



<PAGE>

                            PART I - FINANCIAL INFORMATION
                                           
                            ITEM 1 - FINANCIAL STATEMENTS
                                           

CONSOLIDATED BALANCE SHEETS

ASSETS

--------------------------------------------------------------------------------
                                                (unaudited)
(in thousands)                              September 30, 1996   June 30, 1996
--------------------------------------------------------------------------------

CURRENT ASSETS:
Cash and cash equivalents                      $     70,301       $   69,404
Receivables, less allowance for doubtful
    accounts of $52,013 in fiscal 1997 and
    $36,672 in fiscal 1996                          860,363          688,741
Contracts in process                                129,933          130,473
Inventories                                         706,452          608,526
Deferred income taxes                               152,203          126,282
Prepaid expenses and other current assets            98,803           72,098
                                              -------------      -----------
                                                  2,018,055        1,695,524
                                              -------------      -----------

PROPERTY, PLANT AND EQUIPMENT:
Land                                                 40,435           37,560
Buildings                                           375,336          320,034
Machinery and equipment                           1,055,499          934,918
Leasehold improvements                               23,177           22,658
Construction in progress                             79,981           52,289
Accumulated depreciation                           (675,156)        (641,717)
                                              -------------      -----------
                                                    899,272          725,742
                                              -------------      -----------

GOODWILL AND OTHER INTANGIBLE ASSETS              1,797,689        1,232,617

REORGANIZATION VALUE IN EXCESS OF 
    IDENTIFIABLE ASSETS                             100,989          102,591

DEFERRED INCOME TAXES                                68,288           69,823

OTHER ASSETS                                        132,749          127,639
                                              -------------      -----------

TOTAL ASSETS                                    $ 5,017,042      $ 3,953,936
                                              -------------      -----------
                                              -------------      -----------



See notes to consolidated financial statements.



                                          1

<PAGE> 

LIABILITIES AND SHAREHOLDERS' EQUITY

--------------------------------------------------------------------------------
                                                 (unaudited)
(in thousands except share data)             September 30, 1996   June 30, 1996 
--------------------------------------------------------------------------------
----------------


CURRENT LIABILITIES:
Loans payable and current maturities of
    long-term debt                              $   340,878      $   127,822
Accounts payable                                    535,880          470,819
Accrued expenses                                    686,805          506,270
Contracts in process - billings
    in excess of costs                              122,081           89,640
Income taxes                                        101,817           84,196
Deferred income taxes                                12,940           13,063
                                              -------------      -----------
                                                  1,800,401        1,291,810
                                              -------------      -----------

LONG-TERM DEBT                                      839,992          511,622

OTHER LIABILITIES                                   209,361          192,839

DEFERRED INCOME TAXES                                33,489           19,226

COMMITMENTS AND CONTINGENCIES

SHAREHOLDERS' EQUITY:
Preferred stock, $1 par value, authorized
    2,000,000 shares; none outstanding                    -                -
Common stock, $.50 par value, authorized 
    180,000,000 shares; outstanding 156,595,224
    shares in fiscal 1997 and 152,977,282
    shares in fiscal 1996, net of reacquired
    shares of 13,001,388 in fiscal 1997 and
    16,024,221 in fiscal 1996 (at cost)              78,297           76,488
Capital in excess of par value, net of
    deferred compensation of $30,101 in
    fiscal 1997 and $11,500 in fiscal 1996          745,071          627,985
Currency translation adjustment                     (33,324)         (34,571)
Retained earnings                                 1,343,755        1,268,537
                                              -------------      -----------

                                                  2,133,799        1,938,439
                                              -------------      -----------

TOTAL LIABILITIES AND SHAREHOLDERS' EQUITY       $5,017,042       $3,953,936
                                              -------------      -----------
                                              -------------      -----------


See notes to consolidated financial statements.

                                          2

<PAGE>

CONSOLIDATED STATEMENTS OF INCOME (UNAUDITED)

--------------------------------------------------------------------------------
For the First Quarters ended September 30,
(in thousands except per share data)                1996             1995       
--------------------------------------------------------------------------------
----------------


SALES                                            $1,479,152       $1,216,202
                                              -------------      -----------

COSTS AND EXPENSES:
Cost of sales                                     1,072,852          895,928
Selling, general and administrative                 241,088          192,604
Interest                                             26,332           15,423
                                              -------------      -----------
                                                  1,340,272        1,103,955
                                              -------------      -----------
Income before income taxes                          138,880          112,247

Income taxes                                        (55,830)         (46,583)
                                              -------------      -----------

NET INCOME                                     $     83,050      $    65,664
                                              -------------      -----------
                                              -------------      -----------

NET INCOME PER SHARE                           $        .54      $       .43
                                              -------------      -----------
                                              -------------      -----------

CASH DIVIDENDS PER COMMON SHARE               $         .05      $       .05
                                              -------------      -----------
                                              -------------      -----------

COMMON EQUIVALENT SHARES                            154,614          152,740
                                              -------------      -----------
                                              -------------      -----------








See notes to consolidated financial statements.


                                          3 
<PAGE>

CONSOLIDATED STATEMENTS OF CHANGES IN SHAREHOLDERS' EQUITY (UNAUDITED)

For the First Quarters ended September 30, 1996 and 1995

--------------------------------------------------------------------------------
                                               Capital in  Currency
                                Common Stock   Excess of   Translation  Retained
(in thousands)                 $.50 Par Value  Par Value   Adjustment   Earnings
--------------------------------------------------------------------------------

BALANCE AT JUNE 30, 1995          $76,366      $582,450    $ (9,451) $  985,316

Net income                                                               65,664
Dividends                                                                (7,638)
Restricted stock grants,
    cancellations, tax
    benefits and other                  8        (3,178)          
Warrants, options exercised             6            87
Currency translation adjustment                                (880)
Amortization of deferred
    compensation                                  1,870 
                                  -------      --------    --------  ----------

BALANCE AT SEPTEMBER 30, 1995     $76,380      $581,229    $(10,331) $1,043,342
                                  -------      --------    --------  ----------
                                  -------      --------    --------  ----------


BALANCE AT JUNE 30, 1996          $76,488      $627,985    $(34,571) $1,268,537

Net income                                                               83,050
Dividends                                                               (7,832)
Restricted stock grants,
    cancellations, tax
    benefits and other                265           687
Warrants, options exercised            33         1,462                    
Currency translation adjustment                               1,247
Amortization of deferred
    compensation                                  2,703
Issuance of treasury stock for
    acquisition                     1,537       114,465
Other treasury stock transactions, 
    net                               (26)      ( 2,231)
                                  -------      --------    --------  ----------

BALANCE AT SEPTEMBER 30, 1996     $78,297      $745,071    $(33,324) $1,343,755
                                  -------      --------    --------  ----------
                                  -------      --------    --------  ----------




See notes to consolidated financial statements.


                                          4

<PAGE>

CONSOLIDATED STATEMENTS OF CASH FLOWS (UNAUDITED)


--------------------------------------------------------------------------------
For the First Quarters ended September 30,
(in thousands)                                        1996           1995 
--------------------------------------------------------------------------------

CASH FLOWS FROM OPERATING ACTIVITIES:
Net income                                         $ 83,050        $ 65,664
Adjustments to reconcile net income to net
  cash provided by operating activities:
    Depreciation                                     30,330          23,851
    Amortization                                     16,324          11,851
    Deferred income taxes                            24,281          10,225
    Provision for losses on accounts receivable
      and inventory writedowns                        7,509           6,700
    Changes in assets and liabilities net of the
      effects of acquisitions:
               Decrease (increase) in accounts receivable
                 and contracts in process             6,708         (49,189)
               Increase in inventory                (20,135)        (20,712)
               Decrease in accounts payable and 
                 accrued expenses                   (74,523)        (47,315)
               Increase in income taxes payable      10,094          17,499
               Other                                (11,961)        (13,101)
                                                    -------         -------
    Net cash provided by operating activities        71,677           5,274
                                                    -------         -------

CASH FLOWS FROM INVESTING ACTIVITIES:
Capital expenditures                                (40,878)        (29,855)
Purchases of businesses, net of cash acquired      (420,139)        (38,334)
                                                    -------         -------
   Net cash used in investing activities           (461,017)        (68,189)
                                                    -------         -------
CASH FLOWS FROM FINANCING ACTIVITIES:
Proceeds from long-term debt and lines of credit    395,244          61,486
Dividends paid                                       (7,636)         (7,627)
Issuance of stock and warrants                        2,629              93
                                                    -------         -------
    Net cash provided by financing activities       390,237          53,952
                                                    -------         -------
Increase (decrease) in cash and cash equivalents        897          (8,963)
Cash and cash equivalents at beginning of quarter    69,404          66,021
                                                    -------         -------
Cash and cash equivalents at end of quarter        $ 70,301        $ 57,058
                                                    -------         -------
                                                    -------         -------





See notes to consolidated financial statements.


                                          5

<PAGE>

 NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (UNAUDITED) 


 1.      The unaudited financial statements presented herein have been prepared
         in accordance with the instructions to Form 10-Q and do not include
         all of the information and note disclosures required by generally
         accepted accounting principles.  These statements should be read in
         conjunction with the financial statements and notes thereto included
         in the Company's Form 10-K for the year ended June 30, 1996.  The
         accompanying financial statements have not been examined by
         independent accountants in accordance with generally accepted auditing
         standards, but in the opinion of management such financial statements
         include all adjustments, consisting only of normal recurring
         adjustments, necessary to summarize fairly the Company's financial
         position and results of operations.  

 2.      During the first quarter of fiscal 1997 the Company acquired two
         disposable and specialty products companies, four fire and safety
         services companies, one flow control products company and one
         electrical and electronic components company for an aggregate of
         $691.1 million, including $420.1 million in cash, approximately 3.1
         million shares of the Company's common stock and the assumption of
         approximately $155 million in debt. The cash portion of the
         consideration for the acquisitions utilized cash on hand and
         borrowings under the Company's credit agreement and uncommitted lines
         of credit.  Each of the acquisitions was accounted for as a purchase
         and the results of operations of the acquired companies were included
         in the consolidated results of the Company from their respective
         acquisition dates.  As a result of the acquisitions, approximately
         $575 million in goodwill was recorded by the Company, which reflects,
         for each acquisition, the excess of the purchase price, liabilities
         assumed and additional purchase liabilities recorded over the fair
         value of assets acquired.  Additional purchase liabilities included
         approximately $23.8 million for transaction and other direct costs,
         $17.1 million for severance costs and $16.2 million for costs
         associated with the shut down and consolidation of certain acquired
         facilities. At September 30, 1996 liabilities for approximately
         $21.6 million in transaction and other costs, $15.4 million in
         severance costs and $16.2 million for facility related costs
         associated with fiscal 1997 acquisitions remained on the balance
         sheet. Liabilities for approximately $10.7 million in
         severance costs and $4.6 million for facility related costs associated
         with fiscal 1996 acquisitions remained on the balance sheet.



                                          6

<PAGE>

 3.      Long-term debt is as follows:
         
------------------------------------------------------------------------------
                                               September 30,        June 30,
(in thousands)                                      1996               1996  
------------------------------------------------------------------------------

 Credit agreement                                 $ 100,000  $           -
 Uncommitted lines of credit                        365,800         91,000
 10.25% Carlisle Plastics Senior Notes              105,000              -
 Carlisle Plastics Senior Variable Rate Notes        19,000              -
 8.125% public notes due 1999                       144,929        144,924
 6.375% public notes due 2004                       104,405        104,386
 9.5% public debentures due 2022                    199,596        199,592
 8.0% public debentures due 2023                     49,960         49,960
 Other                                               92,180         49,582
                                                  ---------       --------
                                                  1,180,870        639,444
 Less current portion and loans payable             340,878        127,822
                                                  ---------       --------
                                                  $ 839,992       $511,622
                                                  ---------       --------
                                                  ---------       --------
 
         Under the Company's credit agreement with a group of commercial banks,
         the Company has the right to borrow $300 million or a portion thereof
         until October 1999 for its general corporate purposes.  The principal
         amount then outstanding will be due and payable at that time. 
         Interest payable on borrowings is variable based upon the Company's
         option of selecting either a Eurodollar rate plus 0.325%, a
         certificate of deposit rate plus 0.45%, or a base rate, as defined.

         The Company's uncommitted lines of credit are borrowings from
         commercial banks on an "as offered" basis.  The borrowings and
         repayments occur daily and contain no significant terms other than due
         dates and interest rates.  The due dates generally range from
         overnight to 90 days and interest rates approximate those available
         under the credit agreement.

         In October 1996, the Company issued $300 million principal amount of
         6.5% notes due 2001.  The net proceeds were used to redeem the 10.25%
         Carlisle Plastics Senior Notes and the Carlisle Plastics Senior
         Variable Rate Notes, which at time of redemption were bearing
         interest at 9.53% per annum, as well as to reduce certain amounts
         outstanding under the Company's credit agreement and uncommitted
         lines of credit.

         Under its various loan agreements, the Company is required to meet
         certain covenants, none of which is considered restrictive to the
         operations of the Company.

 4.      The Company has an agreement under which it sells participating
         interests in a defined pool of trade accounts receivable.  The
         proceeds of sale are less than the face amount of accounts receivable
         sold by an amount which approximates the purchaser's financing cost of
         issuing its own commercial paper backed by these accounts receivable. 
         The discount from the face amount was $3.1 million and $3.4 million
         during the first quarter of fiscal 1997 and fiscal 1996, respectively,
         and has been included in selling, general and administrative expense
         in the Company's Consolidated Statements of Income.


                                          7

<PAGE>

 5.      Selected information for the Company's four industry segments is as
         follows (in thousands):
                                                   First Quarter Ended
                                                      September 30,     
                                                --------------------------
                                                    1996           1995
                                                -----------    -----------
 
     SALES:
     Disposable and Specialty Products          $   440,736    $   354,153
     Fire and Safety Services                       601,131        458,927
     Flow Control Products                          321,377        287,958
     Electrical and Electronic Components           115,908        115,164
                                                -----------    -----------
                                                 $1,479,152     $1,216,202
                                                -----------    -----------
                                                -----------    -----------

     INCOME BEFORE INCOME TAXES:
     Disposable and Specialty Products         $     81,429   $     63,591
     Fire and Safety Services                        42,417         25,038
     Flow Control Products                           30,711         26,555
     Electrical and Electronic Components            20,816         20,430
                                                -----------   ------------
          Total operations                          175,373        135,614
     Interest expense                               (26,332)       (15,423)
     Corporate and other amounts                    (10,161)        (7,944)
                                                -----------   ------------
                                                $   138,880  $     112,247
                                                -----------   ------------
                                                -----------   ------------


 6.      Inventories are classified as follows (in thousands): 

                                      September 30, 1996     June 30, 1996
                                      ------------------     -------------
 Purchased materials and
    manufactured parts                             $192,341       $162,600
 Work in process                                    115,362        108,733
 Finished goods                                     398,749        337,193
                                                   --------       --------
                                                           
                                                   $706,452       $608,526
                                                   --------       --------
                                                   --------       --------


 7.      In the normal course of business, the Company is liable for contract
         completion and product performance.  In addition, the Company is in
         receipt of notifications from various environmental agencies that
         conditions at a number of sites where hazardous wastes were disposed
         of by the Company and other persons may require cleanup and other
         possible remedial action.  In the opinion of management, these
         obligations will not materially affect the Company's financial
         position or results of operations. 


                                          8
<PAGE>


                   ITEM 2 - MANAGEMENT'S DISCUSSION AND ANALYSIS OF
                      FINANCIAL CONDITION AND OPERATING RESULTS
                                           
OVERVIEW

Net income per share was $0.54 for the first quarter of fiscal 1997 as compared
to $0.43 for the first quarter of fiscal 1996.  The increase was attributable to
increased income from operations primarily in the Disposable and Specialty
Products and Fire and Safety Services segments and, to a lesser extent, 
the Flow Control Products segment.


RESULTS OF OPERATIONS

FIRST QUARTER OF FISCAL 1997 COMPARED TO FIRST QUARTER OF FISCAL 1996:

Sales increased 22% during the first quarter of fiscal 1997 to $1.48 billion
from $1.22 billion in the first quarter of fiscal 1996.  Sales of the Disposable
and Specialty Products group increased $86.6 million to $440.7 million, or 24%,
reflecting higher sales at Kendall, Ludlow and Armin, as well as the inclusion
of Carlisle Plastics ("Carlisle"), acquired in September 1996. Sales of the
Fire and Safety Services group increased $142.2 million to $601.1 million,
or 31%, reflecting increased sales in each geographic region, as well as the
inclusion of Thorn Security Group ("Thorn"), acquired in July 1996 and Earth
Technology Corporation ("Earth Tech"), acquired in January 1996. Sales of the
Flow Control Products group increased $33.4 million to $321.4 million, or 12%,
as a result of increased sales at each of the Company's business units. Sales
of the Electrical and Electronic Components group were relatively unchanged,
with slightly increased sales at the Printed Circuit Group operations offset 
by slightly decreased sales at Simplex.

Pre-tax income for the first quarter of fiscal 1997 was $138.9 million, as
compared to $112.2 million  in the first quarter of fiscal 1996, an
increase of 24%.  Interest expense increased by $10.9 million due to higher
average debt levels, partially offset by slightly lower interest rates.

For the first quarter of fiscal 1997 as compared to the first quarter of fiscal
1996, operating profits of the Disposable and Specialty Products group increased
$17.8 million to $81.4 million, or 28%, reflecting higher earnings at Kendall,
Ludlow and Armin, as well as the inclusion of Carlisle.  Fire and Safety
Services group profits increased $17.4 million to $42.4 million, or 69%, due to
improved profitability in all operating regions and the inclusion of Thorn and
Earth Tech.  Operating profits for the Flow Control group increased $4.2 million
to $30.7 million, or 16%, due principally to increased earnings at Allied's pipe
and tubular products businesses, as well as at Mueller and European Flow
Control.  Operating profits of the Electrical and Electronic Components group
increased $0.4 million to $20.8 million, or 2%, due primarily to higher earnings
at the Printed Circuit Board operations and at Allied's electrical conduit
operations, partially offset by slightly decreased earnings at Simplex.

The effect of changes in average foreign exchange rates during the first quarter
of fiscal 1997 as compared to the first quarter of fiscal 1996 was not material.



                                          9

<PAGE>

LIQUIDITY AND CAPITAL RESOURCES

As presented in the Consolidated Statement of Cash Flows, net cash provided by
operating activities was $71.7 million during the first quarter of fiscal 1997. 
Accounts receivable and contracts in process decreased $6.7 million, inventory
increased $20.1 million and accounts payable and accrued expenses decreased
$74.5 million.  Net changes in other working capital accounts were not
significant during the period.  The impact of changes in foreign exchange rates
did not materially affect working capital during the quarter.

During the first quarter of fiscal 1997, the Company used cash to (i) acquire a
U.S. and a German Disposable and Specialty Products company, a U.K. based Fire
and Safety Services company, three Australian Fire and Safety Services
companies, a Flow Control Products operation with locations in the U.S. and
U.K., and a U.S. Electrical and Electronic Components company for an aggegate
of $691.1 million, including $420.1 million in cash, 3.1 million shares of the
Company's common stock and the assumption of $155.0 million in debt;
(ii) purchase $40.9 million of property, plant and equipment; and
(iii) pay dividends of $7.6 million.

At September 30, 1996 the Company's total debt was $1.18 billion as compared to
$639.4 million at June 30, 1996.  The increase resulted principally from the
acquisitions discussed above, partially offset by net operating cash flows.

Shareholders' equity was $2.13 billion, or $13.63 per share, at September 30,
1996, compared to $1.94 billion, or $12.67 per share, at June 30, 1996.  The
increase in shareholders' equity was due primarily to net income of $83.1
million and the issuance of the Company's shares for the Carlisle acquisition. 
Total debt as a percent of total capitalization (total debt and shareholders'
equity) was 36% at September 30, 1996 and 25% at June 30, 1996.

In October 1996, the Company issued $300 million principal amount of 6.5% notes
due 2001. The net proceeds were used to redeem the 10.25% Carlisle Plastics 
Senior Notes and the Carlisle Plastics Senior Variable Rate Notes, which at 
time of redemption were bearing interest at 9.53% per annum, as well as to 
reduce certain amounts outstanding under the Company's credit
agreement and uncommitted lines of credit. The Company believes that its funding
sources are adequate for its anticipated requirements through expected cash
flows from operations and established financing arrangements.

Working capital requirements for the remainder of fiscal 1997 are not expected
to significantly exceed fiscal 1996 levels.  The level of capital expenditures
is expected to increase in fiscal 1997 as compared to fiscal 1996 due to 
recent acqusitions as well as certain capital projects in process, and the
source of funds for such expenditures is expected to be cash from operations.

BACKLOG

The backlog of unfilled orders was approximately $1.33 billion at September 30,
1996 as compared to $1.15 billion at June 30, 1996.  Backlog increased in the
Company's Disposable and Specialty Products, Fire and Safety Services, and Flow
Control Products segments, partially offset by a decrease in the Electrical and
Electronic Components segment. Within Fire and Safety Services, backlog
increased in each of the geographic regions.  Additionally, the acquisition of
Thorn added to the increases in Europe and Asia.  Within Electrical and
Electronic Components, increases at the Printed Circuit Group and at Allied's
electric conduit operations were offset by a decrease at Simplex due to the
timing of deliveries under long-term contracts for underwater cable
communication systems.

                                     10

<PAGE>

                             PART II - OTHER INFORMATION
                                           



Item 6 - Exhibits and Reports on Form 8-K
-----------------------------------------

(a)      Exhibits

         11 - Earnings Per Share Computation
         27 - Financial Data Schedule

(b)      Reports on Form 8-K

         None. 



                                      11
<PAGE>

                                      SIGNATURES
                                           

Pursuant to the requirements of the Securities Exchange Act of 1934, the
Registrant has duly caused this report to be signed on its behalf by the
undersigned hereunto duly authorized.



                                   TYCO INTERNATIONAL LTD.



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








Date:  November 13, 1996

                                      12

<PAGE>

                               TYCO INTERNATIONAL LTD.
                                           
                                  INDEX TO EXHIBITS
                                           


Exhibit No.
-----------

    11   Earnings Per Share Computation

    27   Financial Data Schedule