UNITED STATES

OMB APPROVAL

SECURITIES AND EXCHANGE

OMB Number:  3235-0145

COMMISSION

Expires: December 31, 2005

Washington, D.C. 20549

SCHEDULE 13G

Estimated average burden hours per response. . 11

o

Rule 13d-1(b)

ý

Rule 13d-1(c)

o

Rule 13d-1(d)

CUSIP No.  586263 20 4

1.

Names of Reporting Persons.
I.R.S. Identification Nos. of above persons (entities only)
Tyco International Ltd.

2.

Check the Appropriate Box if a Member of a Group (See Instructions)

(a)

o

(b)

o

3.

SEC Use Only

4.

Citizenship or Place of Organization
Bermuda

Number of
Shares
Beneficially
Owned by
Each
Reporting
Person With

5.

Sole Voting Power
0

6.

Shared Voting Power 
1,142,000

7.

Sole Dispositive Power 
0

8.

Shared Dispositive Power
1,142,000

9.

Aggregate Amount Beneficially Owned by Each Reporting Person
1,142,000

10.

Check if the Aggregate Amount in Row (9) Excludes Certain Shares (See Instructions)  o

11.

Percent of Class Represented by Amount in Row (9)
4.0%

12.

Type of Reporting Person (See Instructions)
CO

CUSIP No.  586263 20 4

1.

Names of Reporting Persons.
I.R.S. Identification Nos. of above persons (entities only)
Tyco Electronics Corporation

2.

Check the Appropriate Box if a Member of a Group (See Instructions)

(a)

o

(b)

o

3.

SEC Use Only

4.

Citizenship or Place of Organization
Pennsylvania

Number of
Shares
Beneficially
Owned by
Each
Reporting
Person With

5.

Sole Voting Power
0

6.

Shared Voting Power 
1,142,000

7.

Sole Dispositive Power 
0

8.

Shared Dispositive Power
1,142,000

9.

Aggregate Amount Beneficially Owned by Each Reporting Person
1,142,000

10.

Check if the Aggregate Amount in Row (9) Excludes Certain Shares (See Instructions)  o

11.

Percent of Class Represented by Amount in Row (9)
4.0%

12.

Type of Reporting Person (See Instructions)
CO

Item 1.

(a)

Name of Issuer
Memry Corporation

(b)

Address of Issuer’s Principal Executive Offices
3 Berkshire Boulevard, Bethel, CT 06801

Item 2.

(a)

Name of Person Filing
Tyco International Ltd.

Tyco Electronics Corporation*

(b)

Address of Principal Business Office or, if none, Residence
Second Floor
90 Pitts Bay Road
Pembroke HM 08, Bermuda

2901 Fulling Mill Road
Middletown, PA 17057-3163

(c)

Citizenship
Bermuda

Pennsylvania

(d)

Title of Class of Securities
Common Stock

Common Stock

(e)

CUSIP Number
586263 20 4

586263 20 4

*  Tyco Electronics Corporation is the successor-in-interest to Raychem Corporation (“Raychem”) as a result of a merger with Raychem in August 1999.  Raychem previously filed a Schedule 13D with respect to the subject securities on September 30, 1996, as amended by subsequent Schedule 13D/A filings by Raychem on January 26, 1998 and February 18, 1999.  This Schedule 13G amends the previously filed Schedule 13D, as amended.  Tyco Electronics Corporation is a wholly-owned subsidiary of Tyco International Ltd.

Item 3.

If this statement is filed pursuant to §§240.13d-1(b) or 240.13d-2(b) or (c), check whether the person filing is a:

(a)

o

Broker or dealer registered under section 15 of the Act (15 U.S.C. 78o).

(b)

o

Bank as defined in section 3(a)(6) of the Act (15 U.S.C. 78c).

(c)

o

Insurance company as defined in section 3(a)(19) of the Act (15 U.S.C. 78c).

(d)

o

Investment company registered under section 8 of the Investment Company Act of 1940 (15 U.S.C 80a-8).

(e)

o

An investment adviser in accordance with §240.13d-1(b)(1)(ii)(E).

(f)

o

An employee benefit plan or endowment fund in accordance with §240.13d-1(b)(1)(ii)(F).

(g)

o

A parent holding company or control person in accordance with § 240.13d-1(b)(1)(ii)(G).

(h)

o

A savings associations as defined in Section 3(b) of the Federal Deposit Insurance Act (12 U.S.C. 1813).

(i)

o

A church plan that is excluded from the definition of an investment company under section 3(c)(14) of the Investment Company Act of 1940 (15 U.S.C. 80a-3).

(j)

o

Group, in accordance with §240.13d-1(b)(1)(ii)(J).

Not applicable

Item 4.

Ownership

(a)

Amount beneficially owned:   

1,142,000 shares

(b)

Percent of class:   

4.0%

(c)

Number of shares as to which the person has:

(i)

Sole power to vote or to direct the vote   

0

(ii)

Shared power to vote or to direct the vote     

1,142,000 shares*

(iii)

Sole power to dispose or to direct the disposition of   

0

(iv)

Shared power to dispose or to direct the disposition of   

1,142,000 shares*

*  Tyco International Ltd. shares voting and dispositive power with Tyco Electronics Corporation, its indirect wholly-owned subsidiary, as to all 1,142,000 shares of Common Stock of Memry Corporation.  Tyco Electronics Corporation is the direct or indirect subsidiary of other companies that are direct or indirect wholly-owned subsidiaries of Tyco International Ltd.  These other companies are not reporting herein as they do not share any voting or dispositive power over the subject securities.

Item 5.

Ownership of Five Percent or Less of a Class

If this statement is being filed to report the fact that as of the date hereof the reporting person has ceased to be the beneficial owner of more than five percent of the class of securities, check the following   ý.

Item 6.

Ownership of More than Five Percent on Behalf of Another Person

Not applicable

Item 7.

Identification and Classification of the Subsidiary Which Acquired the Security Being Reported on By the Parent Holding Company or Control Person

Not applicable

Item 8.

Identification and Classification of Members of the Group

Not applicable

Item 9.

Notice of Dissolution of Group

Not applicable

Item 10.

Certification

By signing below I certify that, to the best of my knowledge and belief, the securities referred to above were not acquired and are not held for the purpose of or with the effect of changing or influencing the control of the issuer of the securities and were not acquired and are not held in connection with or as a participant in any transaction having that purpose or effect.

Date: January 31, 2005

TYCO INTERNATIONAL LTD.

By:

/s/ David J. FitzPatrick

Name:

David J. FitzPatrick

Title:

Executive Vice President and Chief
Financial Officer

TYCO ELECTRONICS CORPORATION

By:

/s/ David J. FitzPatrick

Name:

David J. FitzPatrick

Title:

Vice President