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, 1995
                                         ------------------
                                  
                                 OR
                                  
       [  ]  TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d)
               OF THE SECURITIES EXCHANGE ACT OF 1934
                                  
           For the transition period from ______ to ______
                                  
                    Commission file number 1-8974
                                           ------
                                  
                          AlliedSignal Inc.
       ------------------------------------------------------
       (Exact name of registrant as specified in its charter)
                                  
                Delaware                           22-2640650
   -------------------------------             -------------------
   (State or other jurisdiction of              (I.R.S. Employer
    incorporation or organization)             Identification No.)

           101 Columbia Road
             P.O. Box 4000
          Morristown, New Jersey                   07962-2497
  ----------------------------------------         ----------
  (Address of principal executive offices)         (Zip Code)

                            (201)455-2000
        ----------------------------------------------------
        (Registrant's telephone number, including area code)
                                  
                            NOT APPLICABLE
        ----------------------------------------------------
        (Former name, former address and former fiscal year,
                    if changed since last report)
                                  
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
              -------                           -------

Indicate the number of shares outstanding of each of the issuer's
classes of common stock, as of the latest practicable date.

                                             Outstanding at
Class of Common Stock                      September 30, 1995
- ---------------------                      ------------------
     $1 par value                          282,853,471 shares

                                  
                          AlliedSignal Inc.
                                  
                               Index
                               -----                                  

                                                            Page No.
                                                            --------
Part I. -    Financial Information

     Item 1. Condensed Financial Statements:

             Consolidated Balance Sheet -
               September 30, 1995 and December 31, 1994        3

             Consolidated Statement of Income -
               Three and Nine Months Ended
               September 30, 1995 and 1994                     4

             Consolidated Statement of Cash Flows -
               Nine Months Ended September 30, 1995 and 1994   5

             Notes to Financial Statements                     6

             Report on Review by Independent
               Accountants                                     7

     Item 2. Management's Discussion and Analysis
               of Financial Condition and
               Results of Operations                           8

Part II. -   Other Information

     Item 6. Exhibits and Reports on Form 8-K                 12

Signatures                                                    13

                             -2-

                          AlliedSignal Inc.
                     Consolidated Balance Sheet
                            (Unaudited)

                                              September 30,  December 31,
                                                  1995           1994
                                              -------------  ------------
                                                 (Dollars in millions)
ASSETS
Current Assets:
  Cash and cash equivalents                    $   545         $   508
  Accounts and notes receivable - net
    (Note 2)                                     1,780           1,697
  Inventories - net (Note 3)                     1,997           1,743
  Other current assets                             663             637
                                               -------         -------
          Total current assets                   4,985           4,585
Investments and long-term receivables              524             475
Property, plant and equipment                    9,408           8,792
Accumulated depreciation and
   amortization                                 (4,945)         (4,532)
Cost in excess of net assets of
   acquired companies - net                      1,387           1,349
Other assets                                       702             652
                                               -------         -------
   Total assets                                $12,061         $11,321
                                               =======         =======
LIABILITIES
Current Liabilities:
   Accounts payable                            $ 1,193         $ 1,296
   Short-term borrowings                            91             133
   Commercial paper                                490               -
   Current maturities of long-term debt            182             130
   Accrued liabilities                           1,674           1,832
                                               -------         -------
          Total current liabilities              3,630           3,391

Long-term debt                                   1,377           1,424
Deferred income taxes                              541             406
Postretirement benefit obligations
  other than pensions                            1,847           1,790
Other liabilities                                1,229           1,328

SHAREOWNERS' EQUITY
Capital - common stock issued                      358             358
        - additional paid-in capital             2,483           2,458
Common stock held in treasury, at cost          (1,614)         (1,505)
Cumulative translation adjustment                   68              18
Unrealized holding gain on equity securities        28              40
Retained earnings                                2,114           1,613
                                               -------         -------
          Total shareowners' equity              3,437           2,982
                                               -------         -------
  Total liabilities and shareowners' equity    $12,061         $11,321
                                               =======         =======

Notes to Financial Statements are an integral part of this statement.

                             -3-

                          AlliedSignal Inc.
                  Consolidated Statement of Income
                            (Unaudited)
                                  
                                  Three Months          Nine Months
                               Ended September 30    Ended September 30
                               ------------------    ------------------
                                  1995     1994        1995     1994
                                  ----     ----        ----     ----
                                     (Dollars in millions except
                                         per share amounts)
                                                
Net sales                       $3,499   $3,110     $10,548   $9,283
                                ------   ------     -------   ------
Cost of goods sold               2,800    2,503       8,449    7,446
Selling, general and                                              
  administrative expenses          369      325       1,101      985
                                ------   ------     -------   ------
      Total costs and expenses   3,169    2,828       9,550    8,431
                                ------   ------     -------   ------       

Income from operations             330      282         998      852
Equity in income of affiliated                                    
  companies                         38       31         123       91
Other income (expense)              (3)      (3)        (21)     (19)
Interest and other financial                                       
  charges                          (43)     (34)       (130)    (109)
                                -------  -------    --------  -------   

Income before taxes on income      322      276         970      815
                                                                  
Taxes on income                    105       87         328      261
                                ------   ------      ------   ------       
Net income                      $  217   $  189      $  642   $  554
                                ======   ======      ======   ======     

Earnings per share of common                                      
  stock  (Note 4)               $  .77   $  .67      $ 2.26   $ 1.95
                                ======   ======      ======   ======

Cash dividends per share of                                       
  common stock                  $ .195   $.1675      $ .585   $  .48
                                ======   ======      ======   ======

Notes to Financial Statements are an integral part of this statement.

                             -4-

                          AlliedSignal Inc.
                Consolidated Statement of Cash Flows
                            (Unaudited)
                                                        Nine Months Ended
                                                          September 30
                                                        -----------------
                                                        1995         1994
                                                      (Dollars in millions)
Cash flows from operating activities:
     Net income                                        $ 642        $ 554
     Adjustments to reconcile net income to net
       cash flows from operating activities:
       Streamlining and restructuring                     --         (134)
       Depreciation and amortization
            (includes goodwill)                          460          414
       Undistributed earnings of equity affiliates       (32)          (9)
       Deferred taxes                                    206          112 
       (Increase) in accounts and notes receivable       (29)        (154)
       Decrease (increase)in inventories                (226)          57
       (Increase) in other current assets                (20)         (43)
       Increase (decrease) in accounts payable          (154)          37
       (Decrease) in accrued liabilities                (177)        (111)
       Other                                            (207)        (131)
                                                       ------       ------
     Net cash flow provided by operating activities      463          592
                                                       ------       ------
Cash flows from investing activities:
     Expenditures for property, plant and equipment     (512)        (398)
     Proceeds from disposals of property, plant and
       equipment                                          26           53
     Decrease in other investments                        26           15
     (Increase) in other investments                      (2)         (11)
     Decrease in marketable securities                    --           86
     Cash paid for acquisitions - net                   (134)         (67)
     Proceeds from sales of businesses                    (9)         136
                                                       ------       ------
     Net cash flow (used for) investing activities      (605)        (186)
                                                       ------       ------
Cash flows from financing activities:
     Net increase(decrease) in commercial paper          490         (144)
     Net increase(decrease) in short-term borrowings     (46)          22
     Proceeds from issuance of common stock               82           41
     Proceeds from issuance of long-term debt            106            2
     Payments of long-term debt                         (120)        (187)
     Repurchases of common stock                        (170)        (101)
     Cash dividends on common stock                     (163)        (134)
     Redemption of common stock purchase rights           --           (7)
                                                       ------       ------
     Net cash flow provided by (used for)
       financing activities                              179         (508)
                                                       ------       ------
     Net increase (decrease) in cash and
       cash equivalents                                   37         (102)
     Cash and cash equivalents at beginning of year      508          892
                                                       ------       ------
     Cash and cash equivalents at end of period        $ 545        $ 790
                                                       ======       ======

Notes to Financial Statements are an integral part of this statement.

                             -5-

                          AlliedSignal Inc.
                  Notes to Financial Statements
                           (Unaudited)
                      (Dollars in millions)

Note 1.  In the opinion of management, the accompanying unaudited
consolidated financial statements reflect all adjustments,
consisting only of normal adjustments, necessary to present fairly
the financial position of AlliedSignal Inc. and its consolidated
subsidiaries at September 30, 1995 and the results of operations for
the three and nine months ended September 30, 1995 and 1994 and the
changes in cash flows for the nine months ended September 30, 1995
and 1994.  The results of operations for the three- and nine-month
periods ended September 30, 1995 should not necessarily be taken
as indicative of the results of operations that may be expected for
the entire year 1995.

The financial information as of September 30, 1995 should be read in
conjunction with the financial statements contained in the Company's
Form 10-K Annual Report for 1994.

Note 2.  Accounts and notes receivable consist of the following:

                                        September 30,     December 31,
                                            1995             1994
                                        -------------     ------------
      Trade                                $1,568            $1,526
      Other                                   246               204
                                           ------            ------
                                            1,814             1,730
      Less-Allowance for doubtful
      accounts and refunds                    (34)              (33)
                                           ------            ------
                                           $1,780            $1,697
                                           ======            ======

Note 3.  Inventories are valued at the lower of cost or market using
the last-in, first-out (LIFO) method for certain qualifying domestic
inventories and the first-in, first-out (FIFO) or the average cost
method for other inventories.

Inventories consist of the following:

                                        September 30,     December 31,
                                            1995            1994 (a)
                                        -------------     ------------  
      Raw materials                        $  645           $  488
      Work in process                         855              761
      Finished products                       711              711
      Supplies and containers                  77               70
                                           ------           ------
                                            2,288            2,030
      Less - Progress payments               (165)            (160)
             Reduction to LIFO cost basis    (126)            (127)
                                           ------           ------
                                           $1,997           $1,743
                                           ======           ======          

(a) Reclassified for comparative purposes.

Note 4.  Based on the weighted average number of shares outstanding
during each period, as follows:  three months ended September 30,
1995, 283,105,329 shares, and 1994, 283,021,071 shares; and nine
months ended September 30, 1995, 283,603,226 shares, and 1994,
283,575,248 shares.  No dilution results from outstanding common
stock equivalents.

                            -6-

             Report on Review by Independent Accountants
             -------------------------------------------

To the Board of Directors
of AlliedSignal Inc.

We have reviewed the accompanying consolidated balance sheet of
AlliedSignal Inc. and its subsidiaries as of September 30, 1995, and
the consolidated statements of income for the three-month and nine-
month periods ended September 30, 1995 and 1994, and of cash flows
for the nine-month periods ended September 30, 1995 and 1994.  This
financial information is the responsibility of the Company's
management.

We conducted our review in accordance with standards established by
the American Institute of Certified Public Accountants.  A review of
interim financial information consists principally of applying
analytical procedures to financial data and making inquiries of
persons responsible for financial and accounting matters.  It is
substantially less in scope than an audit conducted in accordance
with generally accepted auditing standards, the objective of which
is the expression of an opinion regarding the financial statements
taken as a whole.  Accordingly, we do not express such an opinion.

Based on our review, we are not aware of any material modifications
that should be made to the financial information referred to above
for it to be in conformity with generally accepted accounting
principles.

We have previously audited in accordance with generally accepted
auditing standards, the consolidated balance sheet as of December
31, 1994, and the related consolidated statements of income, of
retained earnings, and of cash flows for the year then ended (not
presented herein), and in our report dated February 1, 1995 we
expressed an unqualified opinion on those consolidated financial
statements.  In our opinion, the information set forth in the
accompanying consolidated balance sheet information as of
December 31, 1994, is fairly stated in all material respects
in relation to the consolidated balance sheet from which it has been
derived.

Price Waterhouse LLP
4 Headquarters Plaza North
Morristown, NJ  07962

October 27, 1995
                                  
                             -7-

Item 2.        MANAGEMENT'S DISCUSSION AND ANALYSIS OF
            FINANCIAL CONDITION AND RESULTS OF OPERATIONS
            ---------------------------------------------

      Results of Operations
      ---------------------
Third Quarter 1995 Compared with Third Quarter 1994
- ---------------------------------------------------

     Net sales in the third quarter of 1995 totaled $3.5 billion, an
increase of $389 million, or 13%, compared with the third quarter of
last year.  Of this increase, $175 million reflects the
consolidation of recent acquisitions, $120 million was due to higher
sales volumes, $59 million was due to higher prices and $35 million
was the result of favorable foreign exchange rate fluctuations in
the automotive segment.  Aerospace's sales increased $194 million,
or 18%, engineered materials was $95 million, or 12% higher and
automotive had a $100 million, or 8% gain.

     Aerospace's improved sales reflect the acquisition of the
Lycoming turbine engine business in October 1994, increased repair
and overhaul services and aftermarket parts sales, and strong demand
for propulsion engines and auxiliary power units, equipment systems
and safety-related commercial avionics systems, such as windshear
detection, ground proximity warning and collision avoidance systems.
The increase for equipment systems reflects commercial aftermarket
strength.  Engineered materials' sales of fibers, particularly
products of the nylon system and industrial polyester, laminate
systems, performance materials and engineering plastics were
significantly higher.  Among the stronger performing products in
performance materials were specialty chemicals, low-molecular weight
polyethylene polymer additives, advanced microelectronics and
amorphous metals. Automotive's sales increased primarily due to
recent acquisitions in braking systems and safety restraints.  Also
contributing to the sales gain was an increase in the content per
vehicle for braking systems in North America, continued growth in
truck brakes, increased demand for turbochargers in Europe and a
slight improvement in aftermarket products sales primarily in
Europe.

     Income from operations of $330 million increased by $48
million, or 17%, compared with the third quarter of last year.  The
Company's operating margin for the third quarter of 1995 was 9.4%
compared with 9.1% for the same period last year. See the discussion
of net income below for information by segment.

     Equity in income of affiliated companies of $38 million
increased by $7 million, or 23%, compared with last year, mainly
because of improved joint venture earnings for Paxon high-density
polyethylene, Knorr-Bremse European truck brake systems and
Converdyn conversion services, offset somewhat by lower income for
UOP process technology.

     Interest and other financial charges of $43 million increased
by $9 million, or 26%, from 1994's third quarter, due to higher
levels of debt and higher average interest rates.

     The effective tax rate in the third quarter of 1995 was 32.5%
compared with 31.4% in 1994.  The increase is primarily due to
growth in earnings that are subject to the statutory rate, partly
offset by lower taxed foreign and export income and a reduction in
non-deductible U.S. expenses.

                             -8-

     Aerospace's net income improved to $81 million from $63
million, an increase of 29% compared with the same quarter last
year.  This earnings increase primarily resulted from cost synergies
from the Lycoming acquisition, increased repair and overhaul
services and aftermarket parts sales, and increased demand for
propulsion engines and auxiliary power units as well as for safety-
related commercial avionics systems.  Equipment systems earnings
also increased due to higher commercial aftermarket sales.
Engineered materials' net income increased to $100 million from $84
million, an increase of 19% compared with the same quarter last
year.  Fibers, laminate systems, engineering plastics and
environmental catalysts had substantially improved earnings.  The
income contribution from the Paxon joint venture was also higher,
but earnings from the UOP joint venture was lower.  Fluorine
products also had lower income on slightly lower sales.
Automotive's net income declined to $45 million from $55 million, a
decrease of 18% compared with the same quarter last year.  Net
income was lower due to losses in the anti-locking braking systems
(ABS) business and in Brazil, a larger percentage increase in sales
to the lower-margin original equipment market than to the
aftermarket, and turbocharger capacity development costs in Europe
and start-up costs in a new airbag investment in Italy.

     Net income in the 1995 third quarter of $217 million, or $0.77
a share, was higher than last year's net income of $189 million, or
$0.67 a share, for the reasons discussed above.

Nine Months 1995 Compared with Nine Months 1994
- -----------------------------------------------

     Net sales in the first nine months of 1995 totaled $10.5
billion, an increase of $1,265 million, or 14%, compared with the
first nine months of last year.  Of this increase, $532 million was
due to higher sales volumes, $494 million reflects the consolidation
of recent acquisitions and the impact of dispositions, $152 million
was the result of favorable foreign exchange rate fluctuations in
the automotive segment and $87 million was due to higher prices.
Automotive's sales increased $578 million, or 16%, engineered
materials was $344 million, or 14%, higher and aerospace had a $343
million, or 10%, gain.

     Automotive benefited from growing sales of braking systems in
North America and Europe, strong worldwide sales of safety
restraints and turbochargers, higher aftermarket sales primarily in
Europe and expanded sales of medium and heavy truck brakes in North
America.  These improvements largely reflect the impact of
acquisitions and favorable foreign exchange rate fluctuations.
Sales were higher for all engineered materials' business units,
including fibers, performance materials, laminate systems,
engineering plastics, environmental catalysts, fluorine products and
carbon materials.  Aerospace's sales increased reflecting the
acquisition of the Lycoming turbine engine business in October 1994,
continued strong demand for safety-related commercial avionics
systems, such as windshear detection, ground proximity warning and
collision avoidance systems, and higher sales of propulsion engines
and auxiliary power units.  Repair and overhaul services and
aftermarket parts sales also increased.  This increase was somewhat
offset by lower sales for government electronics systems, where
comparisons were adversely affected by a one-time contract
settlement in the first quarter of 1994 and, in 1995, by delays in
shipments.

                             -9-

     Income from operations of $998 million increased by $146
million, or 17%, compared with last year's first nine months.  The
Company's operating margin for the first nine months of 1995 was
9.5% compared with 9.2% for the same period last year.  See the
discussion of net income below for information by segment.

     Productivity (the constant dollar basis relationship of sales
to costs) of the Company's businesses improved by 5.2% compared with
last year's first nine months.

     Equity in income of affiliated companies of $123 million
increased by $32 million, or 35%, compared with last year, mainly
because of improved joint venture earnings for Paxon high-density
polyethylene, Knorr-Bremse European truck brake systems, Converdyn
conversion services and UOP process technology.

     Interest and other financial charges of $130 million increased
by $21 million, or 19%, from 1994's first nine months, primarily
reflecting higher average interest rates and higher levels of debt.

     The effective tax rate in the first nine months of 1995 was
33.9% compared with 32.0% in 1994.  The increase is primarily due to
growth in earnings that are subject to the statutory rate, partly
offset by lower taxed foreign and export income and a reduction in
non-deductible U.S. expenses.

     Engineered materials' net income increased to $299 million from
$249 million, an increase of 20% compared with the same period last
year.  Net income was higher for fibers, performance materials,
laminate systems, engineering plastics, environmental catalysts and
carbon materials.  Income improved in the nine month period due
primarily to volume and price increases, partly offset by higher raw
materials costs.  There was also a substantial increase in net
income from the Paxon joint venture.  Fluorine products had lower
net income.  Aerospace's net income improved to $209 million from
$176 million, an increase of 19% compared with the same period last
year.  Earnings increased because of cost synergies realized from
the Lycoming acquisition, higher sales of propulsion engines and
auxiliary power units and continued strong demand for safety-related
commercial avionics systems. However, earnings for government
electronic systems were lower on reduced sales.  Automotive's net
income rose to $172 million from $161 million, an increase of 7%
compared with the same nine months of 1994.  Net income was higher
for North American and European braking systems, turbochargers,
truck braking systems, filters and spark plugs and safety
restraints.  However, losses for ABS increased substantially.  The
Company continues to benefit from strong AlliedSignal content on
better selling vehicles, including sport utility vehicles, minivans,
the Ford Taurus and F-150 pickup trucks as well as medium and heavy
trucks.

     Net income in the first nine months of 1995 of $642 million, or
$2.26 a share, was significantly higher than last year's net income
of $554 million, or $1.95 a share, for the reasons discussed above.

                             -10-

     Financial Condition
     -------------------

September 30, 1995 Compared with December 31, 1994
- --------------------------------------------------

     On September 30, 1995 the Company had $545 million in cash and
cash equivalents, compared with $508 million at year-end 1994.  The
current ratio at September 30, 1995 was 1.4X, the same as at year-
end 1994.

     On September 30, 1995 the Company's long-term debt amounted to
$1,377 million, $47 million lower than at year-end 1994.  Total
debt of $2,140 million on September 30, 1995 was $453 million higher
than at year-end, mainly reflecting the issuance of $100 million of
6.75% 5-year notes and an increase in commercial paper borrowings.
The Company's total debt as a percent of capital increased from
34.1% at year-end to 35.8% at September 30, 1995.

     During the first nine months of 1995, the Company made capital
expenditures of $512 million, compared with $398 million in the
corresponding period in 1994.  This increase is due to recent
acquisitions and capacity expansions mainly in the engineered
materials' business.  Spending for the 1995 nine month period was as
follows:  aerospace-$87 million; automotive-$168 million; engineered
materials-$209 million, and corporate-$48 million.  The Company's
total capital expenditures in 1995 are currently projected at about
$700 million.

     During the first nine months of 1995, the Company repurchased
4.1 million shares of common stock for $172 million.  Common stock
is repurchased to meet the expected requirements for shares issued
under employee benefit plans and a shareowner dividend reinvestment
plan.  At September 30, 1995, the Company was authorized to
repurchase 9.5 million shares of common stock.

     In early October 1995, the Company completed two previously
announced acquisitions of businesses in Germany.  One business is a
nylon plastics and fibers plant and the other a specialty chemicals
plant.  In early November 1995, the Company also completed the previously 
announced acquisition of a polyester fibers plant in Virginia.

     On October 27, 1995, the Company announced its intention to
exit its high-density polyethylene (HDPE) business, resulting in 
a gain in the fourth quarter.  Paxon Polymer Company, L.P., a
partnership of the Company and Exxon Chemical Company, will transfer
the HDPE business to Exxon.  Concurrently, the Company's Board of
Directors approved a plan to revalue the Company's ABS assets to
their fair market value as well as to reduce the workforce of the
ABS business unit.  The fourth quarter net income impact of the $115
million ABS provision is expected to be fully offset by the Paxon
gain.  The Company also announced plans to eliminate approximately
3,100 salaried and hourly full-time-equivalent positions throughout
Automotive, including ABS operations, with more than 70% of the
reductions to be completed by year-end.

Review by Independent Accountants
- ---------------------------------

     The "Independent Accountants' Report" included herein is not a
"report" or "part of a Registration Statement" prepared or certified
by an independent accountant within the meanings of Section 7 and 11
of the Securities Act of 1933, and the accountants' Section 11
liability does not extend to such report.

                             -11-

                     PART II.  OTHER INFORMATION

Item 6.   Exhibits and Reports on Form 8-K

          (a)  Exhibits.  The following exhibits are filed with this
Form 10-Q:

                4    Global Note due August 15, 2000

               15    Independent Accountants' Acknowledgment Letter
                     as to the incorporation of their report relating
                     to unaudited interim financial statements

               27    Financial Data Schedule

               99    Underwriting Agreement dated as of
                     August 15, 1995 between the Company and Goldman,
                     Sachs & Co., J. P. Morgan Securities Inc. and
                     Salomon Brothers Inc

          (b)  Reports on Form 8-K.  No reports on Form 8-K were
filed by the Company during the quarter ended September 30, 1995.

                             -12-

                             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 thereunto duly authorized.

                              AlliedSignal Inc.

November 9, 1995              By: /s/ G. Peter D'Aloia
                                 _____________________________
                                  G. Peter D'Aloia 
                                  Vice President and Controller
                                  (on behalf of the Registrant
                                  and as the Registrant's
                                  Principal Accounting Officer)

                             -13-

                      EXHIBIT INDEX

Exhibit Number                         Description
                                   
     4                             Global Note due August 15, 2000

    15                             Independent Accountants'
                                   Acknowledgment Letter as to
                                   the incorporation of their
                                   report relating to unaudited
                                   interim financial statements
                                   
    27                             Financial Data Schedule
                                   
    99                             Underwriting Agreement dated
                                   as of August 15, 1995
                                   between the Company and
                                   Goldman, Sachs & Co., J. P.
                                   Morgan Securities Inc. and
                                   Salomon Brothers Inc

                                  

          UNLESS THIS CERTIFICATE IS PRESENTED BY AN
AUTHORIZED REPRESENTATIVE OF THE DEPOSITORY TRUST COMPANY
(55 WATER STREET, NEW YORK, NEW YORK) TO THE ISSUER OR ITS
AGENT FOR REGISTRATION OF TRANSFER, EXCHANGE OR PAYMENT, AND
ANY CERTIFICATE ISSUED IS REGISTERED IN THE NAME OF CEDE &
CO. OR SUCH OTHER NAME AS REQUESTED BY AN AUTHORIZED
REPRESENTATIVE OF THE DEPOSITORY TRUST COMPANY AND ANY
PAYMENT IS MADE TO CEDE & CO., ANY TRANSFER, PLEDGE OR OTHER
USE HEREOF FOR VALUE OR OTHERWISE BY OR TO ANY PERSON IS
WRONGFUL SINCE THE REGISTERED OWNER HEREOF, CEDE & CO., HAS
AN INTEREST HEREIN.

          THIS CERTIFICATE IS ONE OF THE GLOBAL DEBENTURES
REFERRED TO IN THE INDENTURE DESCRIBED HEREIN.  FOR PURPOSES
OF THE OFFERING TO WHICH THIS CERTIFICATE IS RELATED, THE
GLOBAL DEBENTURE AND THE DEBENTURES REPRESENTED BY SUCH
GLOBAL DEBENTURE WILL BE REFERRED TO AS THE "GLOBAL NOTE"
AND THE "NOTES", RESPECTIVELY.  UNLESS AND UNTIL THIS
CERTIFICATE IS EXCHANGED IN WHOLE OR IN PART FOR THE
INDIVIDUAL NOTES REPRESENTED HEREBY, THIS CERTIFICATE MAY
NOT BE TRANSFERRED EXCEPT AS A WHOLE BY THE DEPOSITORY TRUST
COMPANY TO A NOMINEE OF THE DEPOSITORY TRUST COMPANY OR BY A
NOMINEE OF THE DEPOSITORY TRUST COMPANY TO THE DEPOSITORY
TRUST COMPANY OR ANOTHER NOMINEE OF THE DEPOSITORY TRUST
COMPANY OR BY THE DEPOSITORY TRUST COMPANY OR ANY SUCH
NOMINEE TO A SUCCESSOR DEPOSITORY OR A NOMINEE OF SUCH
SUCCESSOR DEPOSITORY.

                     ALLIEDSIGNAL INC.
               6.75% Note Due August 15, 2000

REGISTERED No. 1                                $100,000,000
REGISTERED CUSIP: 019512AH5

          ALLIEDSIGNAL INC., a Delaware corporation (the
"Company"), for value received, hereby promises to pay to
CEDE & CO. or registered assigns, the principal sum of ONE
HUNDRED MILLION DOLLARS ($100,000,000) on August 15, 2000,
and to pay interest on said principal sum semiannually on
February 15 and August 15 of each year, commencing
February 15, 1996 (each such date on which the Company is
required to pay interest being referred to herein as an
"Interest Payment Date"), at the rate of 6.75% per annum
from the date hereof, or from the most recent date in
respect of which interest has been paid or duly provided
for, until payment of said principal sum has been made or

                                                        2

duly provided for.  Notwithstanding the foregoing, if the
Stated Maturity of the principal of this Note, or any
Interest Payment Date, falls on a date that is not a
Business Day, the principal or interest, as the case may be,
payable on such date will be payable on the next succeeding
Business Day with the same force and effect as if paid on
such date.  The amount of interest payable on any Interest
Payment Date shall be computed on the basis of a 360-day
year of twelve 30-day months.  The interest so payable, and
punctually paid or duly provided for, on any Interest
Payment Date will, as provided in the Indenture, be paid to
the person in whose name this Note (or one or more
predecessor Notes) is registered at the close of business on
the January 31 or July 31 (each being referred to herein as
a "Regular Record Date"), as the case may be, next preceding
such Interest Payment Date.  As used herein, "Business Day"
means any day, other than Saturday or Sunday, on which banks
are not required or authorized by law to close in New York
City.

          Payments of interest (other than interest payable
at Maturity) on this Note will be made (except as specified
below) by wire-transfer in same-day funds to the Registered
Holder at such Holder's address appearing on the Note
Register on the relevant Regular Record Date.  In the event
the Notes are issued in certificated form, such payments may
be made, at the option of the Company, by mailing a check to
such Registered Holder.  Principal and interest payable at
Maturity will be paid upon surrender of this Note at the
office of the Paying Agent located at One New York Plaza,
New York, New York or at such other paying agency as the
Company may designate.

          Initially, The Chase Manhattan Bank (National
Association) will be the Paying Agent and the Note Registrar
for this Note.  The Company reserves the rights at any time
to remove any Paying Agent or Note Registrar without notice,
to appoint additional or other Paying Agents and other Note
Registrars without notice and to approve any change in the
office through which any Paying Agent or Note Registrar
acts; provided, however, that there will at all times be a
Paying Agent in New York city.

          This Note is one of the duly authorized series of
debt securities of the Company (hereinafter called the
"Securities"), issued and to be issued under an Indenture
dated as of October 1, 1985, as supplemented and amended by
the First Supplemental Indenture thereto dated as of

                                                      3

February 1, 1991, between the Company and The Chase
Manhattan Bank (National Association), as Trustee (as so
supplemented and amended, the "Indenture"), to which
Indenture and all other indentures supplemental thereto
reference is hereby made for a statement of the rights and
limitations of rights thereunder of the Holders of the
Securities and of the rights, obligations and duties of the
Company, the Trustee and the Paying Agent for this Note, and
the terms upon which the Securities are, and are to be,
authenticated and delivered.  The Securities may be issued
in one or more series, which different series may be issued
in various aggregate principal amounts, may mature at
different times, may bear interest, if any, at different
rates, may be subject to different redemption provisions, if
any, may be subject to different covenants and Events of
Default and may otherwise vary as provided or permitted in
the Indenture.  This Note is one of the series of Securities
designated as 6.75% Notes Due August 15, 2000 (herein called
the "Notes"), limited in aggregate principal amount to
$100,000,000.  Each capitalized term used herein and not
otherwise defined herein shall have the meaning assigned
thereto in the Indenture.

          This Note will not be redeemable prior to the
Stated Maturity of the principal hereof and will not be
subject to any sinking fund.

          If an Event of Default with respect to the Notes
shall occur and be continuing, the Trustee or the Holders of
not less than 25% in principal amount of the Outstanding
Notes may declare the principal of all the Notes due and
payable in the manner and with the effect provided in the
Indenture.

          The Indenture permits, with certain exceptions as
therein provided, the amendment thereof and the modification
of the rights and obligations of the Company and the rights
of the Holders of the Securities of each series under the
Indenture at any time by the Company and the Trustee with
the consent of the Holders of a majority in aggregate
principal amount of the Securities at the time Outstanding
of each series to be affected thereby (voting as a class).
The Indenture also contains provisions permitting the
Holders of a majority in aggregate principal amount of the
Securities of each series to be affected at the time
Outstanding, on behalf of the Holders of all Securities of
each such series, to waive compliance by the Company with
certain provisions of the Indenture and certain past

                                                     4

defaults under the Indenture and their consequences.  Any
such consent or waiver by the Holder of this Note shall be
conclusive and binding upon such Holder and upon all future
Holders of this Note and of any Note issued upon the regis
tration of transfer hereof or in exchange hereof or in lieu
hereof, whether or not notation of such consent or waiver is
made upon this Note.

          Except as provided below in the case of a
defeasance, no reference herein to the Indenture and no
provision of this Note or of the Indenture shall alter or
impair the obligation of the Company, which is absolute and
unconditional, to pay the principal of and interest on this
Note at the times, place and rate, and in the coin or
currency, herein and in the Indenture prescribed.

          Under the terms of the Indenture, the Company may
satisfy and discharge its obligations with respect to the
Notes by depositing in trust for the Holders of the
Outstanding Notes an amount in cash or the equivalent in
securities of the government which issued the currency in
which the Notes are denominated or government agencies
backed by the full faith and credit of such government
sufficient to pay and discharge the entire indebtedness on
the Notes for principal of and premium, if any, and interest
then due or to become due to the Stated Maturity of the
principal of the Notes (a "defeasance").  In such event, the
Company will be released and discharged from its obligations
to pay interest on the Notes and to pay the principal
thereof at its Maturity.

          As provided in the Indenture and subject to
certain limitations therein set forth, the transfer of this
Note may be registered on the Note Register of the Company
upon surrender of this Note for registration of transfer at
the office or agency of the Company in New York City duly
endorsed by, or accompanied by a written instrument of
transfer in form satisfactory to the Company and the Note
Registrar duly executed by, the Holder hereof or by his
attorney duly authorized in writing, and thereupon one or
more new Notes in registered form, of authorized
denominations and for the same aggregate principal amount,
will be issued in the name or names of the designated
transferee or transferees and delivered at the office of the
Note Registrar in New York City, or mailed, at the request,
risk and expense of such transferee or transferees, to the
address or addresses shown in the Note Register for such
transferee or transferees.

                                                     5

          Prior to due presentment of this Note for
registration of transfer, the Company, the Trustee, the Note
Registrar and any agent of the Company, the Trustee or the
Note Registrar may treat the Person in whose name this Note
is registered as the owner hereof for all purposes, whether
or not this Note is overdue, and neither the Company, the
Trustee, the Note Registrar nor any such agent shall be
affected by notice to the contrary.

          This Note is issuable only in fully registered
form, without coupons, in denominations of $1,000 and any
integral multiple thereof.  As provided in the Indenture,
and subject to certain limitations set forth therein or in
this Note, this Note is exchangeable for a like aggregate
principal amount of Notes of this series in authorized
denominations, as requested by the Holder surrendering the
same.

          No service charge will be made for any such
registration of transfer or exchange, but the Company may
require payment of a sum sufficient to cover any tax or
other governmental charge payable in connection therewith.

          This Note is a Global Note as referred to in the
Indenture and is not exchangeable for one or more
certificated Notes; provided, however, that if at any time
the Depository notifies the Company that it is unwilling or
unable to continue as Depository or if at any time the
Depository shall no longer be eligible or in good standing
under the Securities Exchange Act of 1934, as amended, or
any other applicable statute or regulation, the Company
shall appoint a successor Depository.  If a successor
Depository is not appointed by the Company within 90 days
after the Company receives such notice or becomes aware of
such ineligibility, the Company will execute, and the
Trustee or its agent, upon receipt of a Corporation Order
for the authentication and delivery of individual Notes of
this series in exchange for this Global Note, will
authenticate and deliver, individual Notes of this series in
an aggregate principal amount equal to the principal amount
of this Global Note in exchange for this Global Note.

          In addition, the Company may at any time and in
its sole discretion determine that the Notes represented by
this Global Note shall no longer be represented by this
Global Note.  In such event the Company will execute, and
the Trustee or its agent, upon receipt of a Corporation
Order for the authentication and delivery of individual

                                                     6

Notes of this series in exchange for this Global Note, will
authenticate and deliver, individual Notes of this series in
an aggregate principal amount equal to the principal amount
of this Global Note in exchange for this Global Note.

          This Note and all the obligations of the Company
hereunder are direct, unsecured obligations of the Company
and rank pari passu with all other Securities and other
unsecured and unsubordinated indebtedness of the Company
from time to time outstanding.

          This Note shall be construed in accordance with
and governed by the laws of the State of New York.

          Unless the certificate of authentication hereon
has been manually executed by or on behalf of the Trustee
under the Indenture, this Note shall not be entitled to any
benefits under the Indenture or be valid or obligatory for
any purpose.

          IN WITNESS WHEREOF, ALLIEDSIGNAL INC. has caused
this Note to be manually executed under its corporate seal.

Dated:  August 18, 1995

[Seal]
                              ALLIEDSIGNAL INC.

                              By: /s/ Roger C. Matthews
                                  ----------------------
                                  Roger C. Matthews
                                  Assistant Treasurer

ATTEST:

By:/s/ Dennis R. Marshall
   ----------------------
    Assistant Secretary

                                                      7

               CERTIFICATE OF AUTHENTICATION

          This is one of the Notes referred to in the
Indenture described herein.

Dated:  August 18, 1995

                              THE CHASE MANHATTAN BANK, (NATIONAL
                              ASSOCIATION), as Trustee

                              By:
                                 -----------------------------
                                  Name:
                                  Title:

                                                       8

                       ABBREVIATIONS

          The following abbreviations, when used in the
inscription on the face of this instrument, shall be
construed as though they were written out in full according
to applicable laws or regulations.

TEN COM--as tenants in common

UNIF GIFT MIN ACT--                Custodian
                   ---------------           ----------------

             Under Uniform Gifts to Minors Act

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

TEN ENT-as tenants by the entireties

JT TEN--as joint tenants with right of survivorship and not
as tenants in common

          Additional abbreviations may also be used though
not in the above list.

          FOR THE VALUE RECEIVED, the undersigned hereby
sell(s), assign(s) and transfer(s) unto

Please Insert Social Security or Other
Identifying Number of Assignee:

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

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

         PLEASE PRINT OR TYPEWRITE NAME AND ADDRESS
              INCLUDING ZIP CODE OF ASSIGNEE:

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

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

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

                                                          9

the within Note and all rights thereunder, hereby
irrevocably constituting and appointing
attorney to transfer said Note on the books of the Company,
with full power of substitution in the premises.

Dated:
      ----------------------      ---------------------------
                                  NOTICE:  The signature to this
                                  assignment must correspond with the
                                  name as written upon the face of
                                  the within instrument in every
                                  particular, without alteration or
                                  enlargement, or any change whatever.

                                                             
                                                   EXHIBIT 15
                                                   ----------

November 9, 1995

Securities and Exchange Commission
450 Fifth Street
Washington, D.C.  20549

Dear Ladies and Gentlemen:

     We are aware that the September 30, 1995 Quarterly
Report on Form 10-Q of AlliedSignal Inc. which includes our
report dated October 27, 1995 (issued pursuant to the provisions
of Statement on Auditing Standard No. 71) will be incorporated
by reference in the Prospectuses constituting part of
AlliedSignal Inc.'s Registration Statements, on Forms S-8
(Nos. 33-09896, 33-51031, 33-51455, 33-55410, 33-58345, 33-
58347, 33-60261, 33-62963 and 33-65792), on Forms S-3 (Nos.
33-00631, 33-13211, 33-14071 and 33-55425) and on Form S-8
(filed as an amendment to Form S-14, No. 2-99416-01).  We are
also aware of our responsibilities under the Securities Act
of 1933.

                              Very truly yours,

                              /s/ Price Waterhouse LLP
                              Price Waterhouse LLP

 5

This schedule contains summary financial information extracted from the
consolidated balance sheet at September 30, 1995 and the consolidated statement
of income for the nine months ended September 30, 1995 and is qualified in its
entirety by reference to such financial statements.

 1,000,000

                   9-MOS
                          DEC-31-1995
                              JAN-1-1995
                               SEP-30-1995
                                             545
                                         0
                                    1,568
                                        34
                                      1,997
                                 4,985
                                           9,408
                                   4,945
                                  12,061
                            3,630
                                          1,377
                                           358
                                0
                                          0
                                       3,079
                    12,061
                                         10,548
                                10,548
                                            8,449
                                    8,449
                                     0
                                     0
                                 130
                                    970
                                       328
                                642
                                       0
                                      0
                                            0
                                       642
                                     2.26
                                        0

                     ALLIEDSIGNAL INC.

              6.75% Notes Due August 15, 2000

                   UNDERWRITING AGREEMENT

                                          New York, New York

To the Representatives
named in Schedule I hereto
of the Underwriters
named in Schedule II hereto

          AlliedSignal Inc., a Delaware corporation (the
"Company"), proposes to sell to the underwriters named in
Schedule II hereto (the "Underwriters"), for whom you are
acting as representatives (the "Representatives"), the
aggregate principal amount set forth in Schedule II hereto
of its debt securities identified on Schedule I hereto (the
"Purchased Securities"), to be issued under an indenture
dated as of October 1, 1985, as supplemented by the First
Supplemental Indenture thereto dated as of February 1, 1991,
between the Company and The Chase Manhattan Bank (National
Association), as Trustee (the "Trustee") (as so
supplemented, the "Indenture").

          1.  Representations and Warranties.  The Company
represents and warrants to, and agrees with, each
Underwriter that:

          (a)  The Company presently meets, and has met at
     all times since the initial filing referred to below,
     the requirements for use of Form S-3 under the
     Securities Act of 1933 (the "Act") and has filed with
     the Securities and Exchange Commission (the
     "Commission") one or more registration statements on
     such Form (the file number or file numbers of which are
     set forth in Schedule I hereto), which have become
     effective, for the registration under the Act of the
     Purchased Securities.  Such registration statement or
     registration statements, as amended at the date of this
     Agreement, meet the requirements set forth in
     Rule 415(a)(1)(x) under the Act and comply in all other
     material respects with said Rule.  The Company proposes
     to file with the Commission pursuant to Rule 424 under
     the Act a supplement to the form of prospectus included
     in the most recent such registration statement relating
     to the Purchased Securities and the plan of

                                                         2

     distribution thereof and has previously advised you of
     all further information (financial and other) with
     respect to the Company to be set forth therein.  Such
     registration statement or registration statements,
     including the exhibits thereto, as amended at the date
     of this Agreement, is (or, if more than one, are
     collectively) hereinafter called the "Registration
     Statement"; such prospectus in the form in which it
     appears in the Registration Statement is hereinafter
     called the "Basic Prospectus"; and such supplemented
     form of prospectus, in the form in which it shall be
     first filed with the Commission pursuant to Rule 424
     (including the Basic Prospectus as so supplemented) is
     hereinafter called the "Final Prospectus."  Any
     preliminary form of the Final Prospectus which has
     heretofore been filed pursuant to Rule 424 is
     hereinafter called the "Preliminary Final Prospectus."
     Any reference herein to the Registration Statement, the
     Basic Prospectus, any Preliminary Final Prospectus or
     the Final Prospectus shall be deemed to refer to and
     include the documents incorporated by reference therein
     pursuant to Item 12 of Form S-3 which were filed under
     the Securities Exchange Act of 1934 (the "Exchange
     Act") on or before the date of this Agreement, or the
     issue date of the Basic Prospectus, any Preliminary
     Final Prospectus or the Final Prospectus, as the case
     may be; and any reference herein to the terms "amend,"
     "amendment" or "supplement" with respect to the
     Registration Statement, the Basic Prospectus, any
     Preliminary Final Prospectus or the Final Prospectus
     shall be deemed to refer to and include the filing of
     any document under the Exchange Act after the date of
     this Agreement, or the issue date of the Basic
     Prospectus, any Preliminary Final Prospectus or the
     Final Prospectus, as the case may be, deemed to be
     incorporated therein by reference.

          (b)  As of the date hereof, when the Final
     Prospectus is first filed pursuant to Rule 424 under
     the Act, when, prior to the Closing Date (as
     hereinafter defined), any amendment to the Registration
     Statement becomes effective (including the filing of
     any document incorporated by reference in the
     Registration Statement), when any supplement to the
     Final Prospectus is filed with the Commission and at
     the Closing Date, (i) the Registration Statement, as
     amended as of any such time, the Final Prospectus, as
     amended or supplemented as of any such time and the

                                                      3

     Indenture will comply in all material respects with the
     applicable requirements of the Act, the Exchange Act,
     and the Trust Indenture Act of 1939 (the "Trust
     Indenture Act") and the respective rules thereunder and
     (ii) neither the Registration Statement, as amended as
     of any such time, nor the Final Prospectus, as amended
     or supplemented as of any such time, will contain any
     untrue statement of a material fact or omit to state
     any material fact required to be stated therein or
     necessary in order to make the statements therein not
     misleading; provided, however, that the Company makes
     no representations or warranties as to (i) that part of
     the Registration Statement which shall constitute the
     Statement of Eligibility and Qualification (Form T-1)
     of the Trustee under the Trust Indenture Act or
     (ii) the information contained in or omitted from the
     Registration Statement or the Final Prospectus or any
     amendment thereof or supplement thereto in reliance
     upon and in conformity with information furnished to
     the Company by or on behalf of any Underwriter through
     the Representatives specifically for use in the
     Registration Statement or the Final Prospectus.

          2.  Purchase and Sale.  Subject to the terms and
conditions and in reliance upon the representations and
warranties herein set forth, the Company agrees to sell to
each Underwriter, and each Underwriter agrees, severally and
not jointly, to purchase from the Company, at the purchase
price set forth in Schedule I hereto the principal amount of
Purchased Securities set forth opposite such Underwriter's
name in Schedule II hereto.

          3.  Delivery and Payment.  Delivery of and payment
for the Purchased Securities shall be made at the office, on
the date and at the time specified in Schedule I hereto (or
such later date not later than five business days after such
specified date as the Representatives shall designate),
which date and time may be postponed by agreement between
the Representatives and the Company or as provided in
Section 9 hereof (such date and time of delivery and payment
for the Securities being herein called the "Closing Date").
Delivery of a global certificate (the "Global Note")
representing the Purchased Securities shall be made to the
Representatives for the respective accounts of the several
Underwriters against payment by the several Underwriters
through the Representatives of the purchase price thereof to
or upon the order of the Company by wire transfer of
same-day funds.  The Global Note to be delivered to the

                                                      4

Representatives shall be deposited with and registered in
the name of Cede & Co., as nominee of the Depository Trust
Company ("DTC").  The interests of the owners of the Notes
will be represented by book entries on the records of DTC
and participating members thereof.  Notes in definitive form
shall be available only under limited circumstances.

          4.  Agreements.  The Company agrees with the
several Underwriters that:

          (a)  Prior to the termination of the offering of
     the Purchased Securities, the Company will not file any
     amendment of the Registration Statement or supplement
     (including the Final Prospectus) to the Basic
     Prospectus unless the Company has furnished you a copy
     for your review prior to filing and will not file any
     such proposed amendment or supplement to which you
     reasonably object.  Subject to the foregoing sentence,
     the Company will cause the Final Prospectus to be
     mailed to the Commission for filing pursuant to
     Rule 424 by first class, certified or registered mail
     or will cause the Final Prospectus to be filed with the
     Commission pursuant to said Rule.  The Company will
     promptly advise the Representatives (i) when the Final
     Prospectus shall have been mailed to the Commission for
     filing or filed with the Commission pursuant to
     Rule 424, (ii) when any amendment to the Registration
     Statement relating to the Purchased Securities shall
     have become effective, (iii) of any request by the
     Commission for any amendment of the Registration
     Statement or amendment of or supplement to the Final
     Prospectus or for any additional information, (iv) of
     the issuance by the Commission of any stop order
     suspending the effectiveness of the Registration
     Statement or the institution or threatening of any
     proceeding for that purpose and (v) of the receipt by
     the Company of any notification with respect to the
     suspension or the qualification of the Purchased
     Securities for sale in any jurisdiction or the
     initiation or threatening of any proceeding for such
     purpose.  The Company will use its best efforts to
     prevent the issuance of any such stop order and, if
     issued, to obtain as soon as possible the withdrawal
     thereof.

          (b)  If, at any time when a Prospectus relating to
     the Purchased Securities is required to be delivered
     under the Act, any event occurs as a result of which

                                                       5

     the Final Prospectus as then amended or supplemented
     would include any untrue statement of a material fact
     or omit to state any material fact necessary to make
     the statements therein in light of the circumstances
     under which they were made not misleading, or if it
     shall be necessary to amend or supplement the Final
     Prospectus to comply with the Act or the Exchange Act
     or the respective rules thereunder, the Company
     promptly will (i) prepare and file with the Commission,
     subject to the first sentence of paragraph (a) of this
     Section 4, an amendment or supplement which will
     correct such statement or omission or an amendment
     which will effect such compliance and (ii) supply any
     supplemented prospectus to you in such quantities as
     you may reasonably request.

          (c)  The Company will make generally available to
     its securities holders and to the Representatives as
     soon as practicable, but not later than 45 days after
     the end of the 12-month period beginning at the end of
     the current fiscal quarter of the Company, an earnings
     statement (which need not be audited) of the Company
     and its subsidiaries, covering such 12-month period,
     which will satisfy the provisions of Section 11(a) of
     the Act and Rule 158 under the Act.

          (d)  The Company will furnish to the
     Representatives and counsel for the Underwriters,
     without charge, copies of the Registration Statement
     (including exhibits thereto) and each amendment thereto
     which shall become effective on or prior to the Closing
     Date and, so long as delivery of a prospectus by an
     Underwriter or dealer may be required by the Act, as
     many copies of any Preliminary Final Prospectus and the
     Final Prospectus and any amendments thereof and
     supplements thereto as the Representatives may
     reasonably request.  The Company will pay the expenses
     of printing all documents relating to the offering.

          (e)  The Company will arrange for the
     qualification of the Purchased Securities for sale
     under the laws of such jurisdictions as the
     Representatives may designate, will maintain such
     qualifications in effect so long as required for the
     distribution of the Purchased Securities and will
     arrange for the determination of the legality of the
     Purchased Securities for purchase by institutional
     investors.

                                                        6

          (f)  Until the business day following the Closing
     Date, the Company will not, without the consent of the
     Representatives, offer, sell or contract to sell, or
     otherwise dispose of, directly or indirectly, or
     announce the offering of, any debt securities or
     warrants covered by the Registration Statement or any
     other registration statement filed under the Act;
     provided, however, that the restrictions contained in
     this subparagraph (f) shall not apply to the Company's
     Medium-Term Notes, Series A, described in the
     Prospectus Supplement dated February 1, 1991, to the
     Prospectus dated November 14, 1988.

          (g)  The Company confirms as of the date hereof
     that it is in compliance with all provisions of
     Section 1 of Laws of Florida, Chapter 92-198, An Act
     Relating to Disclosure of Doing Business with Cuba, and
     the Company further agrees that if it commences
     engaging in business with the government of Cuba or
     with any person or affiliate located in Cuba after the
     date the Registration Statement becomes or has become
     effective with the Securities and Exchange Commission
     or with the Florida Department of Banking and Finance
     (the "Department"), whichever date is later, or if the
     information reported in the Prospectus, if any,
     concerning the Company's business with Cuba or with any
     person or affiliate located in Cuba changes in any
     material way, the Company will provide the Department
     notice of such business or change, as appropriate, in a
     form acceptable to the Department.

          5.  Conditions to the Obligations of the
Underwriters.  The obligations of the Underwriters to
purchase the Purchased Securities shall be subject to the
accuracy of the representations and warranties on the part
of the Company contained herein as of the date hereof, as of
the date of the effectiveness of any amendment to the
Registration Statement filed prior to the Closing Date
(including the filing of any document incorporated by
reference therein) and as of the Closing Date, to the
accuracy of the statements of the Company made in any
certificates pursuant to the provisions hereof, to the
performance by the Company of its obligations hereunder and
to the following additional conditions:

          (a)  No stop order suspending in whole or in part
     the effectiveness of the Registration Statement, as
     amended from time to time, shall have been issued and

                                                        7

     no proceedings for that purpose shall have been
     instituted or threatened; and the Final Prospectus
     shall have been filed or mailed for filing with the
     Commission not later than 5:00 P.M., New York City
     time, on the business day following the date hereof.

          (b)  The Company shall have furnished to the
     Representatives the opinion of its General Counsel or
     of Victor P. Patrick, Esq., an Assistant General
     Counsel of the Company, dated the Closing Date, to the
     effect that:

                    (i) each of the Company and each
          subsidiary of the Company that is a "significant
          subsidiary" as defined in Rule 405 of Regulation C
          promulgated under the Act (each a "Significant
          Subsidiary" and collectively the "Significant
          Subsidiaries") has been duly incorporated and is
          validly existing as a corporation in good standing
          under the laws of the jurisdiction in which it is
          chartered or organized with full corporate power
          and authority to own its properties and conduct
          its business as described in the Final Prospectus,
          and is duly qualified to do business as a foreign
          corporation and is in good standing under the laws
          of each jurisdiction which requires such
          qualification wherein it owns or leases material
          properties or conducts material business;

                    (ii) all the outstanding shares of
          capital stock of each Significant Subsidiary have
          been duly and validly authorized and issued and
          are fully paid and nonassessable, and, except as
          otherwise set forth in the Final Prospectus, all
          outstanding shares of capital stock of the
          Significant Subsidiaries (except for directors'
          qualifying shares) are owned by the Company either
          directly or through wholly-owned subsidiaries free
          and clear of any perfected security interest and,
          to the knowledge of such counsel, after due
          inquiry, any other security interests, claims,
          liens or encumbrances;

                    (iii) the Company's authorized equity
          capitalization is as set forth in the Final
          Prospectus; the Purchased Securities conform to
          the description thereof contained in the Final
          Prospectus; and, if the Purchased Securities are

                                                         8

          to be listed on the New York Stock Exchange,
          authorization therefor has been given, subject to
          official notice of issuance and evidence of
          satisfactory distribution, or the Company has
          filed a preliminary listing application and all
          required supporting documents with respect to the
          Purchased Securities with the New York Stock
          Exchange and such counsel has no reason to believe
          that the Purchased Securities will not be
          authorized for listing, subject to official notice
          of issuance and evidence of satisfactory
          distribution;

                    (iv) the Indenture has been duly
          authorized, executed and delivered; the Indenture
          has been duly qualified under the Trust Indenture
          Act; the Indenture constitutes a valid and legally
          binding instrument enforceable against the Company
          in accordance with its terms, except that such
          enforcement may be subject to applicable
          bankruptcy, reorganization, insolvency, moratorium
          or other laws affecting creditors' rights
          generally and general principles of equity from
          time to time in effect; and the Purchased
          Securities have been duly authorized and, when
          executed and authenticated in accordance with the
          provisions of the Indenture and delivered to and
          paid for by the Underwriters pursuant to this
          Agreement, will constitute valid and legally
          binding obligations of the Company entitled to the
          benefits of the Indenture;

                    (v) to the best knowledge of such
          counsel, there is no pending or threatened action,
          suit or proceeding before any court or
          governmental agency, authority or body or any
          arbitrator involving the Company or any of its
          subsidiaries of a character required to be
          disclosed in the Registration Statement which is
          not adequately disclosed in the Final Prospectus,
          and there is no franchise, contract or other
          document of a character required to be described
          in the Registration Statement or Final Prospectus,
          or to be filed as an exhibit, which is not
          described or filed as required; and the statements
          included or incorporated in the Final Prospectus
          describing any legal proceedings or material
          contracts or agreements relating to the Company and its

                                                              9

          subsidiaries fairly summarize the matters therein
          described;

                    (vi) the Registration Statement and any
          amendments thereto have become effective under the
          Act; the Final Prospectus has been filed in the
          manner and within the time period required by
          Rule 424; to the best knowledge of such counsel,
          no stop order suspending in whole or in part the
          effectiveness of the Registration Statement, as
          amended, has been issued, no proceedings for that
          purpose have been instituted or threatened, and
          the Registration Statement, the Final Prospectus
          and each amendment thereof or supplement thereto
          as of their respective effective or issue dates
          (other than the financial statements and other
          financial information contained therein as to
          which such counsel need express no opinion) comply
          as to form in all material respects with the
          applicable requirements of the Act and the
          Exchange Act, and the respective rules thereunder;
          and such counsel has no reason to believe that
          each registration statement included in the
          Registration Statement, or any amendment thereof,
          at the time it became effective and at the date of
          this Agreement, contained any untrue statement of
          a material fact or omitted to state any material
          fact required to be stated therein or necessary to
          make the statements therein not misleading or that
          the Final Prospectus, as amended or supplemented,
          includes any untrue statement of a material fact
          or omits to state a material fact necessary to
          make the statements therein, in light of the
          circumstances under which they were made, not
          misleading;

                    (vii) this agreement has been duly
          authorized, executed and delivered by the Company;

                    (viii) no consent, approval,
          authorization or order of any court or
          governmental agency or body is required for the
          consummation of the transactions contemplated
          herein, except such as have been obtained under
          the Act and such as may be required under the blue
          sky laws of any jurisdiction in connection with
          the purchase and distribution of Purchased Securities
          by the

                                                         10

          Underwriters and such other approvals (specified in
          such opinion) as have been obtained;

                    (ix) neither the issue and sale of the
          Purchased Securities, nor the consummation of any
          other of the transactions herein contemplated nor
          the fulfillment of the terms hereof will conflict
          with, result in a breach or violation of, or
          constitute a default under the certificate of
          incorporation or by-laws of the Company or the
          terms of any indenture or other agreement or
          instrument known to such counsel to which the
          Company or any of its Significant Subsidiaries is
          a party or bound, or any order of any court,
          regulatory body, administrative agency,
          governmental body or arbitrator having
          jurisdiction over the Company or any of its
          Significant Subsidiaries; and

                    (x) no holders of securities of the
          Company have rights to the registration of such
          securities under the Registration Statement.

          In rendering such opinion, such counsel may rely
     (A) as to matters involving the application of laws of
     any jurisdictions other than the States of Delaware and
     New York or the United States, to the extent deemed
     proper and specified in such opinion, upon the opinion
     of other counsel of good standing believed to be
     reliable and who are satisfactory to counsel for the
     Underwriters and (B) as to matters of fact, to the
     extent deemed proper, on certificates of responsible
     officers of the Company and public officials.

          (c)  The Representatives shall have received from
     Cravath, Swaine & Moore, counsel for the Underwriters,
     such opinion or opinions, dated the Closing Date, with
     respect to the issuance and sale of the Purchased
     Securities, the Indenture, the Registration Statement,
     the Final Prospectus and other related matters as the
     Representatives may reasonably require, and the Company
     shall have furnished to such counsel such documents as
     they request for the purpose of enabling them to pass
     upon such matters.

          (d)  The Company shall have furnished to the
     Representatives a certificate of the Company signed by
     the Chief Financial Officer, the Treasurer, any

                                                      11

     Assistant Treasurer or the Controller of the Company,
     dated the Closing Date, to the effect that the signer
     of such certificate has carefully examined the
     Registration Statement, the Final Prospectus and this
     Agreement and that:

                    (i) the representations and warranties
          of the Company in this Agreement are true and
          correct in all material respects on and as of the
          Closing Date with the same effect as if made on
          the Closing Date and the Company has complied with
          all the agreements and satisfied all the
          conditions on its part to be performed or
          satisfied at or prior to the Closing Date;

                    (ii) no stop order suspending in whole
          or in part the effectiveness of the Registration
          Statement, as amended, has been issued and no
          proceedings for that purpose have been instituted
          or, to their knowledge, threatened; and

                    (iii) since the date of the most recent
          financial statements included in the Final
          Prospectus, there has been no material adverse
          change in the condition (financial or other),
          earnings, business or properties of the Company
          and its Significant Subsidiaries, whether or not
          arising from transactions in the ordinary course
          of business, except as set forth in or
          contemplated in the Final Prospectus.

          (e)  At the Closing Date, Price Waterhouse shall
     have furnished to the Representatives a letter or
     letters (which may refer to letters previously
     delivered to one or more of the Representatives), dated
     as of the Closing Date, in form and substance
     satisfactory to the Representatives, confirming that
     they are independent accountants within the meaning of
     the Act and the Exchange Act and the respective
     applicable published rules and regulations thereunder,
     that the response to Item 10 of the Registration
     Statement is correct insofar as it relates to them and
     stating in effect that:

                    (i) in their opinion the audited
          financial statements, including financial
          statement schedules, if any, incorporated in the
          Registration Statement and the Final Prospectus

                                                      12

          and audited by them comply as to form in all
          material respects with the applicable accounting
          requirements of the Act and the Exchange Act and
          the related published rules and regulations with
          respect to registration statements on Form S-3;

                    (ii) as indicated in their reports, they
          have made reviews in accordance with standards
          established by the American Institute of Certified
          Public Accountants of any unaudited interim
          consolidated data incorporated in the Registration
          Statement and the Final Prospectus;

                    (iii) on the basis of certain specified
          procedures (but not an audit in accordance with
          generally accepted auditing standards) which would
          not necessarily reveal matters of significance
          with respect to the comments set forth in such
          letter consisting of a reading of the minutes of
          the meetings of the stockholders, directors and
          the retirement plans and audit committees of the
          Company through a specified date not more than
          five business days prior to the date of delivery
          of such letter; a reading of any unaudited interim
          consolidated financial data of the Company
          incorporated in the Registration Statement and the
          Final Prospectus and the latest consolidated
          financial data made available by the Company; and
          inquiries of certain officials of the Company who
          have responsibility for financial and accounting
          matters of the Company and its subsidiaries,
          nothing came to their attention which caused them
          to believe that:

                              (1) any unaudited interim
               financial data included or incorporated in
               the Registration Statement and the Final
               Prospectus do not comply in all material
               respects with the applicable accounting
               requirements of the Exchange Act as it
               applies to Form 10-Q and the published rules
               and regulations thereunder or are not stated
               on a basis substantially consistent with that
               of the audited financial statements included
               or incorporated in the Registration Statement
               and the Final Prospectus; or

                                                    13

                              (2) with respect to the period
               subsequent to the date of the most recent
               financial statements incorporated in the
               Registration Statement and the Final
               Prospectus, there were any changes, at a
               specified date not more than five business
               days prior to the date of the letter, in the
               long-term debt of the Company and its
               subsidiaries or capital stock of the Company
               or decreases in the shareholders' equity of
               the Company and its subsidiaries as compared
               with the amounts shown on the most recent
               consolidated balance sheet included or
               incorporated in the Registration Statement
               and the Final Prospectus, or for the period
               from the date of the most recent financial
               statements incorporated in the Registration
               Statement and the Final Prospectus to such
               specified date, if such information is
               available for such period, there were any
               decreases, as compared with the corresponding
               period in the preceding year, in net sales,
               in income from continuing operations before
               taxes on income, income from continuing
               operations, net income, earnings applicable
               to common stock or earnings per share of
               common stock, of the Company and its
               consolidated subsidiaries, except in all
               instances for changes or decreases set forth
               in such letter, in which case the letter
               shall be accompanied by an explanation by the
               Company as to the significance thereof unless
               said explanation is not deemed necessary by
               the Representatives; and

                                                     14           

                              (3) the letter shall also
               state that they have carried out certain
               other specified procedures, not constituting
               an audit, with respect to certain amounts,
               percentages and financial information which
               are included or incorporated by reference in
               the Registration Statement and the Final
               Prospectus and which are specified by the
               Representatives, and have found such amounts,
               percentages and financial information to be
               in agreement with the relevant accounting,
               financial and other records of the Company
               and its subsidiaries identified in such
               letter.

          (f)  Subsequent to the respective dates as of
     which information is given in the Registration
     Statement and the Final Prospectus, there shall not
     have been (i) any change or decrease specified in the
     letter or letters referred to in paragraph (e) of this
     Section 5 or (ii) any change, or any development
     involving a prospective change, in or affecting the
     business or properties of the Company and its
     Significant Subsidiaries the effect of which, in any
     case referred to in clause (i) or (ii) above, is, in
     the judgment of the Representatives, so material and
     adverse as to make it impractical or inadvisable to
     proceed with the offering or the delivery of the
     Purchased Securities as contemplated by the
     Registration Statement and the Final Prospectus.

          (g)  Subsequent to the execution of this
     Agreement, there shall not have been any decrease in
     the rating of any of the Company's debt securities by
     any "nationally reorganized statistical rating
     organization" (as defined for purposes of Rule 436(g)
     under the Act) or any notice given of any intended or
     potential decrease in any such rating or of a possible
     change in any such rating that does not indicate the
     direction of the possible change.

          (h)  Prior to the Closing Date, the Company shall
     have furnished to the Representatives such further
     information, certificates and documents as the
     Representatives may reasonably request.

          If any of the conditions specified in this
Section 5 shall not have been fulfilled in all material
respects when and as provided in this Agreement, or if any

                                                   15

of the opinions and certificates mentioned above or
elsewhere in this Agreement shall not be in all material
respects reasonably satisfactory in form and substance to
the Representatives and counsel for the Underwriters, this
Agreement and all obligations of the Underwriters hereunder
may be cancelled at, or at any time prior to, the Closing
Date by the Representatives.  Notice of such cancellation
shall be given to the Company in writing or by telephone or
telegraph confirmed in writing.

          The documents required to be delivered by this
Section 5 shall be delivered at the office of Cravath,
Swaine & Moore, counsel for the Underwriters, at Worldwide
Plaza, 825 Eighth Avenue, New York, New York, on the Closing
Date.

          6.  Expenses.  The Company covenants and agrees
with the several Underwriters that the Company will pay or
cause to be paid the following:  (i) the fees, disbursements
and expenses of the Company's counsel and accountants in
connection with the registration of the Purchased Securities
under the Act and all other expenses in connection with the
preparation, printing and filing of the Registration
Statement, any Preliminary Final Prospectus and the Final
Prospectus and amendments and supplements thereto and the
mailing and delivering of copies thereof to the Underwriters
and dealers; (ii) the cost of printing or producing any
Agreement among Underwriters, this Agreement, the Indenture,
the blue sky and legal investment memoranda and any other
documents in connection with the offering, purchase, sale
and delivery of the Purchased Securities; (iii) all expenses
in connection with the qualification of the Purchased
Securities for offering and sale under state securities laws
as provided in Section 4(e) hereof, including the fees and
disbursements of counsel for the Underwriters in connection
with such qualification and in connection with the blue sky
and legal investment surveys; (iv) any fees charged by
securities rating services for rating the Purchased
Securities; (v) the filing fees incident to any required
review by the National Association of Securities Dealers,
Inc. of the terms of the sale of the Purchased Securities;
(vi) the cost of preparing the Purchased Securities;
(vii) the fees and expenses of the Trustee and any agent of
the Trustee, and the fees and disbursements of counsel for
the Trustee in connection with the Indenture and the
Purchased Securities; and (viii) all other costs and
expenses incident to the performance of its obligations
hereunder which are not otherwise specifically provided for

                                                      16

in this Section.  It is understood, however, that, except as
provided in this Section, Section 7 and Section 8 hereof,
the Underwriters will pay all of their own costs and
expenses, including the fees of their counsel, transfer
taxes on resale of any of the Purchased Securities by them,
and any advertising expenses connected with any offers they
may make.

          7.  Reimbursement of Underwriters' Expenses.  If
the sale of the Purchased Securities provided for herein is
not consummated because any condition to the obligations of
the Underwriters set forth in Section 5 hereof is not
satisfied or because of any refusal, inability or failure on
the part of the Company to perform any agreement herein or
comply with any provision hereof other than by reason of a
default by any of the Underwriters, the Company will
reimburse the Underwriters severally upon demand for all out
- -of-pocket expenses (including reasonable fees and disburse-
ments of counsel) that shall have been incurred by them in
connection with the proposed purchase and sale of the
Purchased Securities.

          8.  Indemnification and Contribution.  (a)  The
Company agrees to indemnify and hold harmless each
Underwriter, the directors, officers, employees and agents
of each Underwriter and each person who controls any
Underwriter within the meaning of either the Act or the
Exchange Act against any and all losses, claims, damages or
liabilities, joint or several, to which they or any of them
may become subject under the Act, the Exchange Act or other
Federal or State statutory law or regulation, at common law
or otherwise, insofar as such losses, claims, damages, or
liabilities (or actions in respect thereof) arise out of or
are based upon any untrue statement or alleged untrue
statement of a material fact contained in any registration
statement included in the Registration Statement for the
registration of the Purchased Securities as originally filed
or in any amendment thereof, or in the Basic Prospectus, any
Preliminary Final Prospectus or the Final Prospectus, or in
any amendment thereof or supplement thereto or arise out of
or are based upon the omission or alleged omission to state
therein a material fact required to be stated therein or
necessary to make the statements therein not misleading, and
agrees to reimburse each such indemnified party for any
legal or other expenses reasonably incurred by it in
connection with investigating or defending any such loss,
claim, damage, liability or action; provided, however, that
(i) the Company will not be liable in any such case to the

                                                         17

extent that any such loss, claim, damage or liability arises
out of or is based upon any such untrue statement or alleged
untrue statement or omission or alleged omission made
therein in reliance upon and in conformity with written
information furnished to the Company by or on behalf of any
Underwriter through the Representatives specifically for use
therein, and (ii) such indemnity with respect to the Basic
Prospectus or any Preliminary Final Prospectus shall not
inure to the benefit of any Underwriter (or any person
controlling such Underwriter) to the extent that any such
loss, claim, damage or liability of such Underwriter results
from the fact that such Underwriter sold Purchased
Securities to a person to whom there was not sent or given a
copy of the Final Prospectus (or the Final Prospectus as
amended or supplemented) excluding documents incorporated
therein by reference at or prior to the confirmation of the
sale of such Purchased Securities to such person in any case
where such delivery is required by the Act if the Company
has previously furnished copies thereof to such Underwriter.
This indemnity agreement will be in addition to any
liability which the Company may otherwise have.

          (b)  Each Underwriter severally agrees to
indemnify and hold harmless the Company, each of its
directors, officers, employees and agents, each of its
officers who signs the Registration Statement, and each
person who controls the Company within the meaning of either
the Act or the Exchange Act, to the same extent as the
foregoing indemnity from the Company to each Underwriter,
but only with reference to written information relating to
such Underwriter furnished to the Company by or on behalf of
such Underwriter through the Representatives specifically
for use in the documents referred to in the foregoing
indemnity.  This indemnity agreement will be in addition to
any liability which any Underwriter may otherwise have.  The
Company acknowledges that the statements set forth in the
first sentence of the last paragraph of the cover page, in
the first paragraph on page S-2, and in the third paragraph,
the second sentence of the fourth paragraph and the last
paragraph under the heading "Underwriting" in any
Preliminary Final Prospectus or the Final Prospectus
constitute the only information furnished by or on behalf of
the several Underwriters for inclusion in the documents
referred to in the foregoing indemnity, and you, as the
Representatives, confirm that such statements are correct.

          (c)  Promptly after receipt by an indemnified
party under this Section 8 of notice of the commencement of

                                                       18

any action, such indemnified party will, if a claim in
respect thereof is to be made against the indemnifying party
under this Section 8, notify the indemnifying party in
writing of the commencement thereof; but the failure so to
notify the indemnified party will not relieve it from any
liability which it may have to an indemnified party
otherwise than under this Section 8.  In case any such
action is brought against any indemnified party, and it
notifies the indemnifying party of the commencement thereof,
the indemnifying party will be entitled to participate
therein, and to the extent that it may elect by written
notice delivered to the indemnified party promptly after
receiving the aforesaid notice from such indemnified party,
to assume the defense thereof, with counsel satisfactory to
such indemnified party; provided, however, that if the
defendants in any such action include both the indemnified
party and the indemnifying party and the indemnified party
shall have reasonably concluded that there may be legal
defenses available to it and/or other indemnified parties
which are different from or additional to those available to
the indemnifying party, the indemnified party or parties
shall have the right to select separate counsel to assert
such legal defenses and to otherwise participate in the
defense of such action on behalf of such indemnified party
or parties.  Upon receipt of notice from the indemnifying
party to such indemnified party of its election to so assume
the defense of such action and approval by the indemnified
party of counsel, the indemnifying party will not be liable
to such indemnified party under this Section 8 for any legal
or other expenses subsequently incurred by such indemnified
party in connection with the defense thereof unless (i) the
indemnified party shall have employed separate counsel in
connection with the assertion of legal defenses in
accordance with the proviso to the next preceding sentence
(it being understood, however, that the indemnifying party
shall not be liable for the expenses of more than one
separate counsel, approved by the Representatives in the
case of paragraph (a) of this Section 8, representing the
indemnified parties under such paragraph (a) who are parties
to such action), (ii) the indemnifying party shall not have
employed counsel satisfactory to the indemnified party to
represent the indemnified party within a reasonable time
after notice of commencement of the action or (iii) the
indemnifying party has authorized the employment of counsel
for the indemnified party at the expense of the indemnifying
party; and except that, if clause (i) or (iii) is
applicable, such liability shall be only in respect of the
counsel referred to in such clause (i) or (iii).

                                                       19

          (d)  In order to provide for just and equitable
contribution in circumstances in which the indemnification
provided for in paragraph (a) of this Section 8 is due in
accordance with its terms but is for any reason held by a
court to be unavailable on grounds of policy or otherwise,
the Company and the Underwriters shall contribute to the
aggregate losses, claims, damages and liabilities (including
legal or other expenses reasonably incurred in connection
with investigating or defending the same) to which the
Company and one or more of the Underwriters may be subject
in such proportion so that the Underwriters are responsible
for that portion represented by the percentage that the
underwriting discount bears to the sum of such discount and
the purchase price of the Purchased Securities specified in
Schedule I hereto and the Company is responsible for the
balance; provided, however, that (y) in no case shall any
Underwriter (except as may be provided in any agreement
among Underwriters relating to the offering of the Purchased
Securities) be responsible for any amount in excess of the
underwriting discount applicable to the Purchased Securities
purchased by such Underwriter hereunder and (z) no person
guilty of fraudulent misrepresentation (within the meaning
of Section 11(f) of the Act) shall be entitled to
contribution from any person who was not guilty of such
fraudulent misrepresentation.  For purposes of this
Section 8, each person who controls an Underwriter within
the meaning of either the Act or the Exchange Act shall have
the same rights to contribution as such Underwriter, and
each person who controls the Company within the meaning of
either the Act or the Exchange Act, each officer of the
Company who shall have signed the Registration Statement and
each director of the Company shall have the same rights to
contribution as the Company, subject in each case to
clause (z) of this paragraph (d).  Any party entitled to
contribution will, promptly after receipt of notice of
commencement of any action, suit or proceeding against such
party in respect of which a claim for contribution may be
made against another party or parties under this
paragraph (d), notify such party or parties from whom
contribution may be sought of the commencement thereof, but
the omission to so notify such party or parties shall not
relieve the party or parties from whom contribution may be
sought from any other obligation it or they may have
hereunder or otherwise than under this paragraph (d).

          9.  Default by an Underwriter.  If any one or more
Underwriters shall fail to purchase and pay for any of the
Purchased Securities agreed to be purchased by such

                                                     20

Underwriter or Underwriters hereunder and such failure to
purchase shall constitute a default in the performance of
its or their obligations under this Agreement, the remaining
Underwriters shall be obligated severally to take up and pay
for (in the respective proportions which the amount of
Purchased Securities set forth opposite their names in
Schedule II hereto bears to the aggregate amount of
Purchased Securities set forth opposite the names of all the
remaining Underwriters) the Purchased Securities which the
defaulting Underwriter or Underwriters agreed but failed to
purchase; provided, however, that in the event that the
aggregate amount of Purchased Securities which the
defaulting Underwriter or Underwriters agreed but failed to
purchase shall exceed 10% of the aggregate amount of
Purchased Securities set forth in Schedule II hereto, the
remaining Underwriters shall have the right to purchase all,
but shall not be under any obligation to purchase any, of
the Purchased Securities, and if such nondefaulting
Underwriters do not purchase all the Purchased Securities,
this Agreement will terminate without liability to any
nondefaulting Underwriter or the Company.  In the event of a
default by any Underwriter as set forth in this Section 9,
the Closing Date shall be postponed for such period, not
exceeding seven days, as the Representatives shall determine
in order that the required changes in the Registration
Statement and the Final Prospectus or in any other documents
or arrangements may be effected.  Nothing contained in this
Agreement shall relieve any defaulting Underwriter of its
liability, if any, to the Company and any nondefaulting
Underwriter for damages occasioned by its default hereunder.

          10.  Termination.  This Agreement shall be subject
to termination in the absolute discretion of the
Representatives by notice given to the Company prior to
delivery of and payment for the Purchased Securities if
prior to such time (i) trading in the Company's Common Stock
shall have been suspended by the Commission or the New York
Stock Exchange or trading in securities generally on the
New York Stock Exchange shall have been suspended or limited
or minimum prices shall have been established on such
Exchange, (ii) a banking moratorium shall have been declared
either by Federal or New York State authorities or
(iii) there shall have occurred any outbreak or material
escalation of major hostilities in which the United States
is involved, or a declaration of war by the Congress of the
United States, or other substantial national or
international calamity or crisis the effect of which on the
financial markets of the United States is such as to make

                                                 21

it, in the judgment of the Representatives, impracticable or
inadvisable to proceed with the offering or delivery of the
Purchased Securities as contemplated by the Final
Prospectus.

          11.  Representations and Indemnities to
Survive.  The respective agreements, representations,
warranties, indemnities and other statements of the Company
or its officers and of the Underwriters set forth in or made
pursuant to this Agreement will remain in full force and
effect, regardless of any investigation made by or on behalf
of any Underwriter or the Company or any of the officers,
directors or controlling persons referred to in Section 8
hereof, and will survive delivery of and payment for the
Purchased Securities.  The provisions of Sections 7 and 8
hereof shall survive the termination or cancellation of this
Agreement.

          12.  Authority of Representatives; Notice.  In all
dealings hereunder, you shall act on behalf of each of the
Underwriters, and the parties hereto shall be entitled to
act and rely upon any statement, request, notice or
agreement on behalf of any Underwriter made by you jointly
or by Goldman, Sachs & Co. on behalf of you as the
Representatives.

          All communications hereunder will be in writing
and effective only on receipt, and, if sent to the
Representatives, will be mailed, delivered or telecopied and
confirmed to them, at Goldman, Sachs & Co., 85 Broad Street,
New York, New York 10004 (telephone: (212) 902-1000
telecopy: (212) 902-3000)  Attention: Registration
Department; or, if sent to the Company, will be mailed,
delivered or telegraphed and confirmed to it at 101 Columbia
Road, P.O. Box 4000, Morristown, New Jersey 07962
(telephone: 201-455-2000; telecopy: 201-455-5189) Attention:
Treasurer.

          13.  Successors.  This Agreement will inure to the
benefit of and be binding upon the parties hereto and their
respective successors and the officers, directors,
employees, agents and controlling persons referred to in
Section 8 hereof, and no other person will have rights or
obligations hereunder.

          14.  Applicable Law.  This Agreement will be
governed by and construed in accordance with the laws of the
State of New York.

                                                     22

          If the foregoing is in accordance with your
understanding of our agreement, please sign and return to us
the enclosed duplicate hereof, whereupon this letter and
your acceptance shall represent a binding agreement among
the Company and the several Underwriters.

                              Very truly yours,

                              ALLIEDSIGNAL INC.

                              By: /s/ Roger C. Matthews
                                  ----------------------
                                  Roger C. Matthews
                                  Assistant Treasurer

The foregoing Agreement is hereby
confirmed and accepted as of the date
specified in Schedule I hereto.

GOLDMAN, SACHS & CO.
J.P. MORGAN SECURITIES INC.
SALOMON BROTHERS INC

As Representatives of the Several
Underwriters named in Schedule II
attached hereto.

By:/s/ Goldman, Sachs & Co. 
   _______________________
    (Goldman, Sachs & Co.)

                                                    23

                         SCHEDULE I

Underwriting Agreement dated August 15, 1995

Registration Statement Nos. 33-13211 and 33-14071

Representatives: Goldman, Sachs & Co.
                 85 Broad Street
                 New York, New York  10004

                 J.P. Morgan Securities Inc.
                 60 Wall Street
                 New York, New York  10260

                 Salomon Brothers Inc
                 Seven World Trade Center
                 New York, New York  10048

Closing Date, Time and Location:  August 15, 1995,
11:00 a.m., at the offices of Cravath, Swaine & Moore,
825 Eighth Avenue, New York, New York

Sale, Purchase Price and Description of Purchased Debt
Securities:

     Title:  6.75% Notes Due August 15, 2000

     Principal amount and currency:  U.S. $100,000,000

     Purchase price:  99.403% of principal amount, plus
accrued interest, if any, from August 15, 1995

     Interest rate:  6.75%

     Interest payment dates:  Semiannually on February 15
and August 15, commencing February 15, 1996

     Maturity:  August 15, 2000

     Sinking fund provisions:  None

     Redemption provisions:  None

     Bearer or registered:  Registered book-entry form in
denominations of $1,000 and any integral multiple of $1,000

                                                        24

     Other provisions:  As set forth in the Prospectus
Supplement dated August 15, 1995

                                                        25

                        SCHEDULE II

                                        Principal amount
Underwriter                        of Purchased Securities

Goldman, Sachs & Co.  ...................        $33,400,000
J.P. Morgan Securities Inc. ............          33,300,000
Salomon Brothers Inc  ...................         33,300,000

 Total...................................       $100,000,000