Shareholders will be asked to sign off the change March 25.

The change comes amid the federal trial in New York of former Tyco chief executive L. Dennis Kozlowski and chief financial officer Mark Swartz, who are accused of stealing $600 million from the conglomerate.

Defense lawyers maintain that all the money Kozlowski and Swartz received as executives was earned by them and was approved by the appropriate people, including PricewaterhouseCoopers, the company's auditors since 1994.

PricewaterhouseCoopers, one of the country's largest accounting firms, has denied that it was negligent in its auditing of Tyco or complicit in any alleged fraud.

"It's important to point out we were satisfied that PWC had taken the appropriate action by replacing the lead auditor and putting a new high-quality team on the Tyco account," Tyco spokeswoman Gwen Fisher said. "As the board and audit committee reviewed a number governance matters, they determined that changing auditors was consistent with good governance standards."

The Manhattan District Attorney's office investigated PricewaterhouseCoopers for its auditing of Tyco from 1998 through 2001, but last August recommended no criminal charges.

The Securities and Exchange Commission entered into a settlement with Richard Scalzo, a partner in PricewaterhouseCoopers' Boston office. Scalzo neither admitted nor denied wrongdoing in agreeing to the settlement, which did not include any fines.

The SEC said Scalzo had warning signs about Tyco's senior management but did not take proper steps.

Manhattan District Attorney Robert Morgenthau agreed that Scalzo was reckless, but said his behavior did not rise to the level of criminal conduct.

PricewaterhouseCoopers' resignation would become effective as of the filing of Tyco's financial statement for the quarter ended Dec. 31, 2003.

Tyco, which has about 270,000 employees and $36 billion in annual revenue, makes electronics and medical supplies and owns the ADT home security business. It is nominally based in Bermuda but has its operations headquarters in operational headquarters in West Windsor.