REGISTRATION NO.
________________________________________________________________________________
                       SECURITIES AND EXCHANGE COMMISSION
                             WASHINGTON, D.C. 20549
                            ------------------------
 
                                    FORM S-3
 
                          REGISTRATION STATEMENT UNDER
                           THE SECURITIES ACT OF 1933
                            ------------------------
 
                               ALLIEDSIGNAL INC.
             (EXACT NAME OF REGISTRANT AS SPECIFIED IN ITS CHARTER)
 
                                    DELAWARE
         (STATE OR OTHER JURISDICTION OF INCORPORATION OR ORGANIZATION)
 
                                   22-2640650
                      (I.R.S. EMPLOYER IDENTIFICATION NO.)
 
                                 P.O. BOX 4000
                       MORRISTOWN, NEW JERSEY 07962-2497
                                 (201) 455-2000
    (ADDRESS, INCLUDING ZIP CODE, AND TELEPHONE NUMBER, INCLUDING AREA CODE,
                  OF REGISTRANT'S PRINCIPAL EXECUTIVE OFFICES)
                            ------------------------
 
                             ANDREW B. SAMET, ESQ.
            VICE PRESIDENT, SECRETARY AND ASSOCIATE GENERAL COUNSEL
                               ALLIEDSIGNAL INC.
                               101 COLUMBIA ROAD
                     MORRIS TOWNSHIP, NEW JERSEY 07962-2497
                                 (201) 455-2000
 (NAME, ADDRESS, INCLUDING ZIP CODE, AND TELEPHONE NUMBER, INCLUDING AREA CODE,
                             OF AGENT FOR SERVICE)
                            ------------------------
 
     APPROXIMATE  DATE OF  COMMENCEMENT OF  PROPOSED SALE  TO THE  PUBLIC: ON OR
AFTER SEPTEMBER 12, 1994.
 
     IF THE ONLY  SECURITIES BEING  REGISTERED ON  THIS FORM  ARE BEING  OFFERED
PURSUANT  TO DIVIDEND OR INTEREST REINVESTMENT PLANS, PLEASE CHECK THE FOLLOWING
BOX. [x]
 
     IF ANY OF THE SECURITIES BEING REGISTERED ON THIS FORM ARE TO BE OFFERED ON
A DELAYED OR CONTINUOUS BASIS PURSUANT TO  RULE 415 UNDER THE SECURITIES ACT  OF
1933, OTHER THAN SECURITIES OFFERED ONLY IN CONNECTION WITH DIVIDEND OR INTEREST
REINVESTMENT PLANS, CHECK THE FOLLOWING BOX. [ ]
                            ------------------------
 
                        CALCULATION OF REGISTRATION FEE

                                                                      PROPOSED    PROPOSED
                                                                      MAXIMUM      MAXIMUM
                                                        AMOUNT        OFFERING    AGGREGATE     AMOUNT OF
        TITLE OF EACH CLASS OF SECURITIES                TO BE         PRICE      OFFERING     REGISTRATION
                TO BE REGISTERED                      REGISTERED      PER UNIT      PRICE          FEE
                                                                                   
Common Stock, par value $1.00 per share..........  2,000,000 shares   $37.1875*  $74,375,000*   $ 25,646.74

     *  Estimated solely  for the  purpose of  calculating the  registration fee
pursuant to Rule 457(c), based on the average of the high and low prices of  the
Common  Stock reported  as New  York Stock  Exchange Composite  Transactions for
September 8, 1994.
 
      Pursuant to  Rule 429,  the Prospectus  contained herein  also relates  to
Common Stock registered under Form S-3 Registration Statement No. 33-00631.
 
________________________________________________________________________________

[LOGO]
 
                               ALLIEDSIGNAL INC.
                 DIVIDEND REINVESTMENT AND SHARE PURCHASE PLAN
                            ------------------------
 
     The  AlliedSignal Inc. Dividend  Reinvestment and Share  Purchase Plan (the
'Plan')  provides  holders  of  the   Common  Stock  (the  'Common  Stock')   of
AlliedSignal  Inc.  (the  'Company')  with a  simple  and  convenient  method of
investing cash  dividends and  optional cash  payments in  additional shares  of
Common  Stock without payment of any brokerage commission or service charge. Any
holder of record of the Common Stock is eligible to participate in the Plan.
 
     A participant in the Plan may purchase additional shares by:
 
           -- reinvesting dividends on all  shares of Common  Stock held by  the
              participant; or
 
           -- reinvesting  dividends on part of the  shares of Common Stock held
              by the participant (while continuing to receive cash dividends  on
              the other shares); or
 
           -- making  optional cash payments of  not less than $25  each up to a
              maximum  of  $120,000  per  calendar  year,  whether  or  not  the
              participant's dividends are being reinvested.
 
     Cash  dividends on all shares held  for the participant's account under the
Plan will automatically be reinvested, regardless of which investment option  is
selected.
 
     Shares  purchased under the Plan will be  purchased from the Company or, in
the limited  circumstances  described in  the  Plan,  on the  open  market.  The
purchase  price of shares purchased from the  Company will be the average of the
high and  low sales  prices  of the  Common Stock  reported  as New  York  Stock
Exchange  Composite Transactions for the relevant  Investment Date, which is the
dividend payment  date for  months in  which dividends  are paid  and the  first
business  day of the  month for all  other months. The  purchase price of shares
purchased on the open market will be the average, or weighted average if  shares
are  purchased on more than one  day, of the daily high  and low sales prices of
the Common Stock reported as New York Stock Exchange Composite Transactions  for
the  date  or  dates of  purchase.  The closing  price  of the  Common  Stock on
September 8, 1994, was $37.25 per share.
 
     This Prospectus relates to 5,000,000 shares of the Common Stock  registered
for sale under the Plan, approximately 2,800,000 of which have been issued prior
to  the date hereof. Shares  sold under the Plan  may be authorized but unissued
shares or shares held in the Company's treasury, or shares acquired on the  open
market. It is suggested that this Prospectus be retained for future reference.
 
                            ------------------------
 
   THESE SECURITIES HAVE NOT BEEN APPROVED OR DISAPPROVED BY THE SECURITIES
     AND  EXCHANGE COMMISSION OR ANY  STATE SECURITIES COMMISSION NOR HAS
       THE SECURITIES AND  EXCHANGE COMMISSION OR  ANY STATE  SECURITIES
        COMMISSION  PASSED  UPON  THE  ACCURACY  OR  ADEQUACY  OF THIS
                 PROSPECTUS. ANY REPRESENTATION TO THE CONTRARY 
                             IS A CRIMINAL OFFENSE.
 
               THE DATE OF THIS PROSPECTUS IS SEPTEMBER 12, 1994

     NO   PERSON  IS  AUTHORIZED  TO  GIVE   ANY  INFORMATION  OR  TO  MAKE  ANY
REPRESENTATION NOT CONTAINED  IN THIS  PROSPECTUS IN CONNECTION  WITH THE  OFFER
DESCRIBED  HEREIN AND, IF GIVEN OR MADE, SUCH INFORMATION OR REPRESENTATION MUST
NOT BE RELIED  UPON AS HAVING  BEEN AUTHORIZED BY  THE COMPANY. THIS  PROSPECTUS
DOES NOT CONSTITUTE AN OFFER OF ANY SECURITIES IN ANY JURISDICTION TO ANY PERSON
TO  WHOM IT IS UNLAWFUL  TO MAKE SUCH OFFER. THE  DELIVERY OF THIS PROSPECTUS AT
ANY TIME DOES NOT IMPLY  THAT THE INFORMATION HEREIN IS  CORRECT AS OF ANY  TIME
SUBSEQUENT TO ITS DATE.
 
                             AVAILABLE INFORMATION
 
     The  Company is subject to the informational requirements of the Securities
Exchange Act of  1934 (the  'Exchange Act')  and in  accordance therewith  files
reports, proxy statements and other information with the Securities and Exchange
Commission   (the  'Commission').  Such  reports,  proxy  statements  and  other
information filed  by the  Company can  be inspected  and copied  at the  public
reference  facilities maintained  by the Commission  at 450  Fifth Street, N.W.,
Room 1024, Washington, D.C. 20549 and at the Commission's Regional Offices at  7
World  Trade Center, Suite 1300, New York,  New York 10048, and 500 West Madison
Street, Suite 1400, Chicago, Illinois 60661. Copies of such material can also be
obtained from the Public Reference Branch  of the Commission, 450 Fifth  Street,
N.W.,  Washington, D.C. 20549,  at prescribed rates. Such  material filed by the
Company can also be inspected at the offices of the New York Stock Exchange,  20
Broad  Street,  New  York,  New  York 10005;  the  Chicago  Stock  Exchange, One
Financial Place,  440 South  LaSalle Street,  Chicago, Illinois  60605; and  the
Pacific  Stock Exchange,  301 Pine Street,  San Francisco,  California 94104, on
which Exchanges the Common Stock is listed.
 
               INCORPORATION OF CERTAIN INFORMATION BY REFERENCE
 
     The following  documents  filed by  the  Company with  the  Commission  are
incorporated herein by reference:
 
          (1)  the  Company's Annual  Report  on Form  10-K  for the  year ended
     December 31, 1993;
 
          (2) the  Company's Quarterly  Reports on  Form 10-Q  for the  quarters
     ended March 31 and June 30, 1994;
 
          (3)  the Company's  Current Reports on  Form 8-K dated  February 7 and
     March 30, 1994;
 
          (4) the Company's Proxy Statement dated March 10, 1994; and
 
          (5) the description of the Common Stock set forth in Note 16 of  Notes
     to  Financial Statements  included in  Exhibit 13  of the  Company's Annual
     Report on Form 10-K for the year ended December 31, 1993.
 
     All documents filed by the Company pursuant to Sections 13(a), 13(c), 14 or
15(d) of the Exchange Act subsequent to the date of this Prospectus and prior to
the termination of the offering made  hereby shall be deemed to be  incorporated
by  reference into  this Prospectus  and to be  a part  hereof from  the date of
filing of such documents. Any statement contained in a document incorporated  by
reference  herein shall be deemed  to be modified or  superseded for purposes of
this Prospectus to the extent that  a statement contained in this Prospectus  or
in  any  other subsequently  filed document  which also  is or  is deemed  to be
incorporated by  reference herein  modifies or  supersedes such  statement.  Any
statement  so modified or superseded shall not  be deemed, except as so modified
or superseded, to constitute a part of this Prospectus.
 
                                       2

     A copy of any or all of the documents incorporated by reference (other than
exhibits thereto) will be furnished without  charge to each person to whom  this
Prospectus  is  delivered,  upon  such  person's  written  or  oral  request  to
AlliedSignal Inc., Shareholder Relations Department, P.O. Box 50000, Morristown,
New Jersey 07962-2499, telephone number 800-255-4332.
 
                                  THE COMPANY
 
     The Company is an advanced manufacturing company with operations  conducted
worldwide  under three  business segments: aerospace,  automotive and engineered
materials. The Company's products are  used by many major industries,  including
textiles,   construction,  plastics,  electronics,  motor  vehicles,  chemicals,
housing,  telecommunications,  utilities,  packaging,  military  and  commercial
aviation and aerospace, and in the space program, and agriculture. The Company's
principal  executive offices are located at  101 Columbia Road, Morris Township,
New Jersey 07962-2497, telephone number 201-455-2000.
 
                                    THE PLAN
 
     The text  of  the  Plan  consists of  the  following  question  and  answer
statement:
 
PURPOSE
 
     1. What is the purpose of the Plan?
 
     The  purpose  of  the  AlliedSignal Inc.  Dividend  Reinvestment  and Share
Purchase Plan (the  'Plan') is to  provide holders  of record of  shares of  the
Common  Stock of AlliedSignal Inc. (the  'Company') with a simple and convenient
method of  investing cash  dividends and  optional cash  payments in  additional
shares  of Common Stock  without payment of any  brokerage commission or service
charge.
 
ADVANTAGES
 
     2. What are the advantages of the Plan?
 
     A participant  in the  Plan  may (a)  have cash  dividends  on all  of  the
participant's  shares automatically reinvested in Common  Stock or (b) have cash
dividends on part of  the participant's shares  automatically reinvested or  (c)
whether   or  not  a  participant  has   elected  to  have  any  such  dividends
automatically reinvested, invest  in additional shares  by making optional  cash
payments  of not  less than $25  each up to  a maximum of  $120,000 per calendar
year. No commission  or service charge  is paid by  a participant in  connection
with  purchases under the Plan.  Full investment of funds  is possible under the
Plan because fractions of shares, as well as whole shares, will be credited to a
participant's account. Further, dividends in respect of such fractions, as  well
as  whole shares, will  be reinvested in  additional shares of  Common Stock and
such shares will be credited to a participant's account. A participant can avoid
the  need  for  safekeeping   of  certificates  for   shares  credited  to   the
participant's  account  under  the  Plan. Statements  of  account  sent  to Plan
participants will provide simplified recordkeeping.
 
                                       3

ADMINISTRATION
 
     3. Who administers the Plan for participants?
 
     The Bank of New York (the 'Bank') has been designated by the Company as its
agent to administer the Plan for participants, maintain records, send statements
of account to participants  and perform other duties  relating to the Plan.  The
Bank  will  hold for  safekeeping  the shares  purchased  for, or  deposited for
safekeeping by, each participant until termination of participation in the  Plan
or  receipt  of a  written  request from  a participant  for  the issuance  of a
certificate for all or part  of such shares. Shares held  by the Bank under  the
Plan  will be registered in its name or the name of one of its nominees and will
be credited to  the account  of each  participant. In  the event  that the  Bank
should  resign or otherwise  cease to act  as agent, the  Company will make such
other arrangements as it deems appropriate for the administration of the Plan.
 
     The Bank may be contacted by mail at the following address: The Bank of New
York, Dividend  Reinvestment  Department,  P.O. Box  1958,  Newark,  New  Jersey
07101-9774.  Telephone inquiries may be made to the Bank at 800-524-4458. Please
mention AlliedSignal  Inc.  in  all  correspondence. The  Bank  also  serves  as
dividend  disbursing agent  and as transfer  agent and registrar  for the Common
Stock.
 
PARTICIPATION
 
     4. Who is eligible to participate?
 
     All holders  of  record of  shares  of the  Common  Stock are  eligible  to
participate  in the Plan. For any shareowner  whose shares are registered in the
name of  someone else  (e.g.,  in the  name  of a  broker  or bank  nominee)  to
participate,  the shareowner must either become a shareowner of record by having
some or all of such shares transferred  into the shareowner's own name, or  make
appropriate arrangements with the registered holder.
 
     5. Is partial participation possible under the Plan?
 
     Yes.  A shareowner of record who desires  the dividends on only some of the
shareowner's shares to be reinvested under the Plan may indicate such number  of
shares   on  the  Authorization  Form  under  'Partial  Dividend  Reinvestment'.
Dividends on the  remaining shares  will not be  reinvested and  will be  mailed
directly to the participant.
 
     6. How does an eligible shareowner participate?
 
     A  holder of record  of the Common Stock  may join the  Plan by signing the
Authorization Form and  returning it to  the Bank  at the address  set forth  in
Question 3. A postage-paid envelope will be provided with the Authorization Form
for  this purpose. An Authorization Form may  be obtained at any time by calling
the Bank at 800-524-4458  or the Company's  Shareholder Relations Department  at
800-255-4332.
 
     7. When may an eligible shareowner join the Plan?
 
     An eligible shareowner may join the Plan at any time.
 
     If  the Authorization Form is received by the Bank prior to the record date
for a dividend payment, reinvestment of dividends will begin with that  dividend
payment date. If the Authorization Form is
 
                                       4

received  on or after a  record date, reinvestment of  dividends will begin with
the dividend payment date following the next record date. (Common Stock dividend
payment dates  ordinarily  are the  tenth  day  of March,  June,  September  and
December,  or the  preceding business  day if  such tenth  day is  a Saturday or
Sunday;  corresponding  record  dates   ordinarily  precede  payment  dates   by
approximately three weeks.)
 
     Optional  cash payments will be invested  beginning with the first business
day of the month following receipt by the Bank of the Authorization Form, unless
such month is a month  in which Common Stock dividends  are paid, in which  case
optional cash payments will be invested on the dividend payment date.
 
     As  used in  the Plan,  the term 'Investment  Date' means  (a) the dividend
payment date for those months in which there is a dividend payment date and  (b)
the first business day of a month in which there is no dividend payment date.
 
     8. What does the Authorization Form provide?
 
     The  Authorization Form provides  for the purchase  of additional shares of
Common Stock through the following investment options:
 
          A. 'FULL DIVIDEND REINVESTMENT', which  directs the Company to pay  to
     the  Bank  for  reinvestment  in  accordance  with  the  Plan  all  of  the
     participant's cash  dividends  on  all  shares  of  Common  Stock  then  or
     subsequently  registered in the  participant's name, and  which permits the
     participant to make optional cash  payments for the purchase of  additional
     shares in accordance with the Plan;
 
          B.  'PARTIAL DIVIDEND REINVESTMENT', which  directs the Company to pay
     to the  Bank  for reinvestment  in  accordance with  the  Plan all  of  the
     participant's  cash  dividends on  that number  of  shares of  Common Stock
     registered in  the participant's  name and  designated in  the  appropriate
     space  on the Authorization Form, and which permits the participant to make
     optional cash payments for the purchase of additional shares in  accordance
     with the Plan;
 
          C.  'OPTIONAL CASH PURCHASES',  which permits the  participant to make
     optional cash payments for the purchase of additional shares in  accordance
     with the Plan.
 
     A  participant may select  one of the dividend  reinvestment options or the
optional  cash  purchases  option.  Regardless  of  the  option  selected,  cash
dividends  on all shares credited to a participant's account under the Plan will
be reinvested  in accordance  with the  Plan. A  participant's election  may  be
changed by written notice to the Bank at the address set forth in Question 3.
 
     The  Authorization Form also  appoints the Bank  agent for each participant
and directs the Bank to  apply cash dividends and  any optional cash payments  a
participant  might make to the purchase  of additional shares in accordance with
the terms of the Plan.
 
PURCHASES
 
     9. What will be the price of shares purchased under the Plan?
 
     In the  case of  shares of  Common Stock  purchased from  the Company  with
reinvested  dividends  or optional  cash payments  on  any Investment  Date, the
purchase price will  be the  average of  the high and  low sales  prices of  the
Common  Stock reported as New York Stock Exchange Composite Transactions for the
Investment Date (or the trading  day immediately preceding the Investment  Date,
if the New York
 
                                       5

Stock  Exchange is closed on the Investment Date). If there is no trading in the
Common Stock on the  New York Stock  Exchange for a  substantial amount of  time
during  any  Investment Date,  the  purchase price  shall  be determined  by the
Company on the basis of such market quotations as it shall deem appropriate.  In
the event of open market purchases of Common Stock, the purchase price will be a
weighted  average price  as described in  Question 31. Such  purchase prices are
hereinafter referred to collectively as  the 'Purchase Prices' and  individually
as the 'Purchase Price'.
 
     10. How many shares will be purchased for participants?
 
     The  number  of  shares  to  be  purchased  depends  on  the  amount  of  a
participant's dividend and any optional cash payments and the Purchase Price  of
the  shares. Each  participant's account  will be  credited with  that number of
shares, including  fractions computed  to  four decimal  places, equal  to  each
participant's total amount to be invested divided by the Purchase Price.
 
OPTIONAL CASH PURCHASES
 
     11. How does the cash purchase option work?
 
     Optional  cash payments received by the Bank from a participant prior to an
Investment Date (see Questions  13 and 14)  will be applied by  the Bank to  the
purchase  of additional shares on the Investment  Date (or as soon thereafter as
possible if open market purchases are made under the circumstances described  in
Question  31). Cash dividends payable on all shares credited to the account of a
participant under the Plan, whether  such shares were purchased with  reinvested
dividends  or  optional  cash  payments,  will  be  automatically  reinvested in
additional shares.
 
     12. How are optional cash payments made?
 
     An optional cash payment may be made by a participant when enrolling in the
Plan by enclosing a check or money order payable to 'The Bank of New York'  with
the  Authorization  Form  returned  to  the Bank.  Once  enrolled  in  the Plan,
participants may make  optional cash  payments by sending  the Bank  a check  or
money  order payable to 'The  Bank of New York'  along with the tear-off section
attached to a recent statement of account provided to participants by the  Bank.
The  same amount of money need not be sent each month and there is no obligation
to make an optional cash payment each month.
 
     Each optional cash payment made by a participant must be at least $25,  and
such  payments cannot, in any calendar year,  exceed a total of $120,000 for any
participant. All cash purchases will be reflected on a statement of account sent
to participants following such purchases.
 
     No third-party checks will be accepted by the Bank. Optional cash  payments
received  from foreign shareowners must be in  United States dollars and will be
invested in the same manner as payments from other participants.
 
     13. When will optional cash payments received by the Bank be invested?
 
     Optional cash payments will be invested on the Investment Date in the  case
of  shares purchased from the Company and as soon as possible (but not more than
30 days) thereafter in the case of open market purchases under the circumstances
described in  Question 31.  UNDER  NO CIRCUMSTANCES  WILL  INTEREST BE  PAID  ON
OPTIONAL  CASH PAYMENTS. Participants  are therefore strongly  urged to transmit
 
                                       6

their optional  cash payments  so as  to be  received by  the Bank  as close  as
possible but prior to the Investment Date.
 
     14. Under what circumstances will optional cash payments be returned?
 
     Optional  cash  payments  received by  the  Bank  will be  returned  to the
participant upon written request received by the Bank at least two business days
prior to an Investment Date. The Bank may, however, delay issuance of any refund
check for at least five business days after receipt of the request to allow  for
clearance  of the original payment. Any optional  cash payments in excess of the
$120,000 per calendar year  limit will be returned,  as will third-party  checks
and checks not in United States dollars.
 
COSTS
 
     15. Are  there any out-of-pocket  costs to participants  in connection with
         participation in the Plan?
 
     All costs of administration of the Plan are paid by the Company. No service
charges or brokerage commissions are charged to participants in connection  with
the  purchase of shares under the Plan.  Certain expenses may be incurred by the
participant if the participant requests  the re-registration of shares upon  the
issuance  of a certificate  or if the  participant requests that  shares be sold
upon their withdrawal from the Plan (see Questions 20, 21 and 22). In  addition,
starting January 1, 1995, service charges imposed by the Bank in connection with
a  participant's deposit  of certificates for  safekeeping (Question  24) and in
connection with termination of participation in  the Plan (Question 22) will  be
passed on to the participant.
 
TAXES
 
     16. What are the income tax consequences of participation in the Plan?
 
     UNDER  FEDERAL INCOME  TAX LAW,  IN THE  CASE OF  SHARES ACQUIRED  FROM THE
COMPANY  WITH  REINVESTED  DIVIDENDS,  A   PARTICIPANT  WILL  REALIZE,  ON   THE
DETERMINATION DATE (DEFINED BELOW), A TAXABLE DIVIDEND IN AN AMOUNT EQUAL TO THE
FAIR  MARKET VALUE ON  THE DETERMINATION DATE  OF THE SHARES  SO ACQUIRED RATHER
THAN A DIVIDEND IN THE AMOUNT OF THE CASH OTHERWISE PAYABLE TO THE  PARTICIPANT.
Such  amount will also be  the tax basis of  the shares. Alternatively, when the
Bank  purchases  shares  on  the  open  market  with  reinvested  dividends,   a
participant  will realize a  taxable dividend in  an amount equal  to the actual
purchase price of the shares so acquired plus any brokerage commissions paid  by
the  Company which are attributable to the purchase of the participant's shares.
Such amount will also be the participant's tax basis in such shares.
 
     In the case of shares purchased with optional cash payments, a  participant
will  not be subject to federal income tax  if the shares are purchased from the
Company. If the  shares are  purchased on the  open market,  a participant  will
realize  a taxable dividend in an amount equal to any brokerage commissions paid
by the  Company which  are attributable  to the  purchase of  the  participant's
shares.  The tax  basis of  shares purchased with  an optional  cash payment and
credited to the participant's account will be the actual purchase price of  such
shares plus allocable brokerage commissions.
 
     For  purposes  of  this Question  16,  the  'fair market  value'  of shares
acquired with reinvested dividends will be the average of the high and low sales
prices of the shares reported as New York Stock Exchange Composite  Transactions
for    the   determination    date.   The    'determination   date'    will   be
 
                                       7

the Investment Date in  the case of  shares purchased from  the Company and  the
date  shares are allocated to participants' accounts  in the case of open market
purchases under the circumstances described in Question 31.
 
     A participant's holding  period for  shares acquired pursuant  to the  Plan
will begin on the day following the determination date.
 
     A  participant will  not realize  any taxable  income when  the participant
receives a certificate for whole  shares credited to the participant's  account,
either  upon  the participant's  request  for certain  of  those shares  or upon
termination of the participant's account.
 
     A participant will realize gain or loss when shares are sold or  exchanged,
whether such sale or exchange is pursuant to the participant's request under the
Plan  or  takes place  after withdrawal  from the  Plan  and, in  the case  of a
fraction of  a share,  when the  participant  receives a  cash payment  for  the
fraction.  The amount of  such gain or  loss will be  the difference between the
amount which the participant receives for the shares or fraction of a share  and
the tax basis thereof.
 
     All  participants are urged to consult  their own tax advisors to determine
the particular tax consequences, including those under state and local tax laws,
which may  result  from their  participation  in  the Plan  and  the  subsequent
disposition   of  shares  purchased  pursuant  to   the  Plan.  The  income  tax
consequences for participants who do not  reside in the United States will  vary
from jurisdiction to jurisdiction.
 
     17. What are the requirements for back-up withholding?
 
     Under  federal income tax law, a participant  in the Plan may be subject to
backup withholding (currently at the rate of 31%) with respect to the amount  of
dividends  attributable to the participant's shares  of Common Stock or from the
proceeds of the sale  of a fraction of  a share or whole  shares under the  Plan
unless  the participant (a)  is an exempt  participant (including, among others,
all  corporations  and  certain  foreign   individuals)  or  (b)  provides   the
participant's  correct taxpayer identification number  to the Bank, certifies as
to no loss  of exemption  from backup  withholding and  otherwise complies  with
applicable  requirements of the backup withholding rules. In order to qualify as
exempt, a foreign individual  participant must submit  a statement attesting  to
that  individual's  exempt status.  Amounts paid  as  backup withholding  do not
constitute an additional  tax and  would be allowable  as a  credit against  the
participant's  federal  income  tax  liability.  Any  withheld  amounts  will be
deducted from  the amount  of dividends  to determine  the amount  of  dividends
available for reinvestment.
 
     Forms for certifying a participant's taxpayer identification number and for
establishing  the  exemption of  a  foreign individual  participant  from backup
withholding, as well as additional  information concerning the requirements  for
certification,  may be obtained by writing the  Bank at the address set forth in
Question 3.  Participants should  consult their  own tax  advisors as  to  their
qualification  for  exemption  from  backup withholding  and  the  procedure for
obtaining such an exemption.
 
REPORTS TO PARTICIPANTS
 
     18. What kind of reports will be sent to participants in the Plan?
 
     As soon  as  practicable after  each  dividend payment  date,  a  quarterly
statement  of  account  will be  mailed  to  each participant  by  the  Bank. In
addition, a monthly statement  will be mailed as  soon as practicable after  the
Investment Date to those participants investing optional cash payments in months
 
                                       8

in  which there is no dividend payment date. THE LATEST STATEMENT OF ACCOUNT FOR
ANY YEAR CONTAINS YEAR-TO-DATE INFORMATION AND SHOULD BE RETAINED FOR INCOME TAX
PURPOSES SINCE IT  PROVIDES THE PARTICIPANT  WITH A  RECORD OF THE  COST OF  THE
PARTICIPANT'S  PURCHASES DURING  THAT YEAR.  In addition,  each participant will
receive copies of communications sent to holders of the Common Stock,  including
the  Company's Annual  and Quarterly  Reports to  Shareowners, Notice  of Annual
Meeting and Proxy Statement,  and any Internal  Revenue Service information  for
reporting dividend income (i.e., Form 1099).
 
DIVIDENDS ON FRACTIONS OF SHARES
 
     19. Will participants be credited with dividends on fractions of shares?
 
     Yes.  Dividends with respect to fractions of shares held under the Plan, as
well as whole shares, will be credited to the participant's account and will  be
reinvested in additional shares.
 
CERTIFICATES FOR SHARES
 
     20. Will certificates be issued for shares purchased?
 
     No  certificate  will  be issued  for  shares credited  to  a participant's
account unless the  participant so  requests the  Bank in  writing as  indicated
below  or until the account  is terminated. The number  of shares credited to an
account under the Plan  will be shown on  the participant's latest statement  of
account.  This  service protects  against loss,  theft  or destruction  of stock
certificates.
 
     At any time, a participant may request  a certificate for (or the sale  of)
all  or  part of  the  whole shares  credited  to the  participant's  account by
checking the  appropriate box  on  the tear-off  section  attached to  a  recent
statement  of account  provided by the  Bank and mailing  it to the  Bank at the
address set  forth in  Question 3.  The request  should contain  a reference  to
AlliedSignal  Inc. If  a sale  is requested,  the Bank  will sell  the shares at
market within  five  business  days  after  receipt  of  the  request,  and  the
participant  will  receive  the  proceeds  from  the  sale,  less  any brokerage
commissions and any transfer tax. Any  remaining whole shares and fraction of  a
share  will continue to  be credited to  the participant's account.  In no event
will a certificate for a fraction of a share be issued to participants.
 
     Shares credited to the account of a  participant under the Plan may not  be
pledged or assigned and any such purported pledge or assignment shall be void. A
participant who wishes to pledge or assign any of the shares must request that a
certificate for those shares be issued in the participant's name.
 
     An  institution that is required by  law to maintain physical possession of
certificates may  request  a  special  arrangement  regarding  the  issuance  of
certificates  for whole shares purchased under  the Plan. This request should be
mailed to the Bank at the address set forth in Question 3.
 
     21. In whose name will certificates be registered when issued to
         participants?
 
     Shareowner accounts under  the Plan are  maintained in the  names in  which
certificates  of participants were registered at  the time they joined the Plan.
Consequently, certificates for  whole shares will  be similarly registered  when
issued.  If a participant wants  these shares registered in  any name other than
that of the  holder of record  participating in  the Plan or  wants to  transfer
shares  to another Plan account, the participant  should contact the Bank at the
address or telephone number set forth  in Question 3 to request the  appropriate
forms.    In   the    event   of    such   re-registration    or   transfer,   a
 
                                       9

participant would  be  responsible  for  any possible  transfer  taxes  and  for
compliance with any applicable transfer requirements.
 
TERMINATION OF PARTICIPATION
 
     22. How is participation in the Plan terminated?
 
     To terminate participation in the Plan, a participant (or participants if a
joint  registration) must notify the Bank by checking the appropriate box on the
tear-off section attached to a recent statement of account provided by the  Bank
and  mailing  it to  the  Bank at  the  address set  forth  in Question  3. When
participation in the Plan is terminated or  upon termination of the Plan by  the
Company,  a certificate for  whole shares credited  to the participant's account
under the Plan will be issued and a  cash payment will be made for any  fraction
of  a share. Such cash payment will be  based on the closing price of the Common
Stock reported as New York Stock  Exchange Composite Transactions for the  first
business  day  of the  week next  following  the day  the termination  notice is
received by the Bank. Any service charge imposed by the Bank in connection  with
termination  of participation in  the Plan (currently  $5.00) will be subtracted
from the cash payment.
 
     Upon termination of participation, a participant may also request that  all
or part of the whole shares credited to the participant's account in the Plan be
sold.  The sale will be made by the Bank for the participant's account at market
within five business days after the Bank receives the request, except that sales
with respect to requests  received on or  after the record  date for a  dividend
will  be made at market  as promptly as possible  following the dividend payment
date. The  participant  will  receive  the proceeds  from  the  sale,  less  any
brokerage commissions, Bank service charge and any transfer tax.
 
     23. When may participation in the Plan be terminated?
 
     A  participant may request termination of  participation in the Plan at any
time.
 
     If the request to  terminate is received  by the Bank  prior to the  record
date  for a  dividend, the request  will be  processed on the  day following its
receipt.
 
     If the request to terminate is received  on or after the record date for  a
dividend, any cash dividend paid on the dividend payment date will be reinvested
for  the participant's account. Any optional cash payment which had been sent to
the Bank prior to the request to terminate will be invested unless return of the
amount is expressly  requested in  the termination  request and  the request  is
received at least two business days prior to the Investment Date. The request to
terminate  will be  processed as promptly  as possible  following the Investment
Date.
 
     All dividends subsequent to  termination of participation  will be paid  to
the participant in cash unless the participant re-enrolls in the Plan, which may
be done at any time.
 
SAFEKEEPING
 
     24. Will the Bank accept a participant's underlying certificates for
         safekeeping?
 
     Yes.  Participants in the Plan  who wish to do  so may deposit Common Stock
certificates registered  in their  names  with the  Bank for  safekeeping.  This
custodial  service relieves a participant of  the responsibility for loss, theft
or destruction  of the  certificates. The  shares represented  by the  deposited
 
                                       10

certificates  will be transferred into  the name of the  Bank or its nominee and
the Bank will  credit the shares  to the participant's  Plan account.  Dividends
paid on all shares held for safekeeping by the Bank will be reinvested in shares
of Common Stock pursuant to the Plan.
 
     Participants   who  wish  to   utilize  this  service   should  send  their
certificates (which should not be endorsed) to the Bank at the address set forth
in Question 3, along with a  written request that the certificates be  deposited
by the Bank for safekeeping under the Plan and a check made payable to 'The Bank
of  New York'  to cover  the Bank's service  charge for  this service (currently
$7.00 for each deposit, regardless of  the number of certificates). Because  the
participant  bears the risk of  loss in sending certificates  to the Bank, it is
recommended that the  certificates be  sent by registered  mail, return  receipt
requested and properly insured.
 
OTHER INFORMATION
 
     25. What  happens when a  participant sells or transfers  all of the shares
         registered in the participant's name?
 
     If a participant  disposes of  all shares registered  in the  participant's
name, the Bank will continue to reinvest the dividends on shares credited to the
participant's  account under  the Plan,  subject to  the participant's  right to
terminate participation in the Plan at any time. If, however, a participant  who
disposes  of all registered shares has less than one whole share credited to the
participant's  account  under  the  Plan,  the  account  will  automatically  be
terminated and a cash payment will be made for the fraction of a share.
 
     26. If the Company has a rights offering, how will the rights on the Plan
         shares be handled?
 
     If  a participant is entitled to  participate in a rights offering relating
to the Common Stock, the entitlement will be based upon the participant's  total
holdings.  However, rights certificates  will be issued for  the number of whole
shares only.
 
     27. What happens if the Company issues a dividend payable in stock or
         declares a stock split?
 
     Any dividend payable  in Common Stock  or split shares  distributed by  the
Company  on shares credited to the account of a participant under the Plan or on
shares registered  in  the name  of  the participant  will  be credited  to  the
participant's account under the Plan.
 
     28. How will a participant's shares held by the Bank be voted at
         shareowners' meetings?
 
     Shares  held by the Bank for a participant will be voted as the participant
directs.
 
     A proxy card will be sent to each participant in connection with any annual
or  special  meeting  of  shareowners,  as  in  the  case  of  shareowners   not
participating  in the Plan. This proxy will apply to all whole shares registered
in the participant's own name, if any,  as well as to all whole shares  credited
to the participant's account under the Plan.
 
     As  in the  case of non-participating  shareowners, if  no instructions are
indicated on a properly signed and returned proxy card, all of the participant's
whole shares -- those  registered in the participant's  name, if any, and  those
credited  to  the participant's  account  under the  Plan  -- will  be  voted in
accordance with the recommendations  of the Company's  management. If the  proxy
card is not
 
                                       11

returned  or is returned unsigned, the participant's shares may be voted only if
the participant  or a  duly  appointed representative  votes  in person  at  the
meeting.
 
     29. What are the responsibilities of the Company and the Bank under the
         Plan?
 
     The Company and the Bank will not be liable under the Plan for any act done
in  good  faith  or  for  any good  faith  omission  to  act  including, without
limitation, any  claim  of liability  arising  out  of failure  to  terminate  a
participant's  account  upon such  participant's death  or  with respect  to the
prices at which shares are purchased or sold for the participant's account,  the
times  when such purchases or sales are made, or with respect to any fluctuation
in market value of the Common Stock.
 
     The participant should recognize that neither the Bank nor the Company  can
assure  the participant of a profit or protect the participant against a loss on
shares purchased under the Plan.
 
     30. May the Plan be changed or discontinued?
 
     Notwithstanding any other provision of the Plan, the Board of Directors  of
the  Company or any designee  thereof (which designee need  not be a director of
the Company) reserves the right to amend, suspend, modify or terminate the  Plan
at  any time, including the period between  a record date and a dividend payment
date. To  the  extent  and in  the  manner  the Board  or  such  designee  deems
appropriate,   notice  of  any  such   amendment,  suspension,  modification  or
termination will be sent  to all participants. Upon  a termination of the  Plan,
any  uninvested optional cash payments will  be returned, certificates for whole
shares credited to a participant's account under the Plan will be issued, and  a
cash  payment  will  be  made  for  any  fraction  of  a  share  credited  to  a
participant's account. The cash  payment will be based  on the closing price  of
the  Common Stock reported as New York Stock Exchange Composite Transactions for
such date as is set forth in the notice of termination.
 
     31. Under what circumstances will shares be purchased on the open market
         and what effect would such purchases have on participants?
 
     Shares of Common Stock purchased from the Company under the Plan may either
be authorized but unissued shares or  shares reacquired by the Company and  held
in  its treasury.  If the  Bank would  be unable  to purchase  sufficient shares
(whether authorized but unissued shares or treasury shares) from the Company  to
satisfy  the requirements  of the  Plan for  an Investment  Date, the  Bank will
purchase the required shares in excess  of those purchased from the Company  for
that  Investment Date on the open market.  Open market purchases will be made as
soon as possible after the applicable Investment Date, but not more than 30 days
after such date.
 
     The Purchase Price of shares purchased from the Company will be computed as
set forth in  Question 9. The  Purchase Price  of shares purchased  on the  open
market  will be the average, or weighted average if shares are purchased on more
than one  day, of  the daily  high  and low  sales prices  of the  Common  Stock
reported as New York Stock Exchange Composite Transactions for the date or dates
of  purchase. If shares are  purchased on the open  market, the Company will pay
any brokerage commissions which would not have been paid by participants if  all
of the shares had been purchased from the Company under the Plan.
 
     In  the event  of open  market purchases, shares  will not  be allocated to
participants' accounts until the date on which the Bank has purchased sufficient
shares from the Company and on the open market for all participants in the Plan.
The  Purchase   Price  to   participants   will  be   based  on   the   weighted
 
                                       12

average  of the Purchase Price of all  shares purchased from the Company and the
Purchase Price  of  all shares  purchased  on the  open  market with  the  funds
available for that Investment Date.
 
     In  addition, the income tax consequences  to participants will be based on
the fair market value of the Common Stock on the date such shares are  allocated
to  participants' accounts, rather than on the Investment Date, and participants
will realize taxable dividend income in an amount equal to their allocable share
of brokerage commissions paid by the Company (see Question 16).
 
                                USE OF PROCEEDS
 
     The Company intends to  add the proceeds it  receives from sales of  Common
Stock under the Plan to its general funds, to be available for general corporate
purposes. The Company currently has no specific plans for any such proceeds.
 
                                    EXPERTS
 
     The  Company's  consolidated  financial  statements  incorporated  in  this
Prospectus by reference to the Company's Annual Report on Form 10-K for the year
ended December 31, 1993, have been so incorporated in reliance on the report  of
Price Waterhouse LLP ('Price Waterhouse'), independent accountants, given on the
authority of said firm as experts in auditing and accounting.
 
     With  respect to  the unaudited  consolidated financial  information of the
Company for  the three-month  periods ended  March 31,  1994 and  1993, and  the
three-  and  six-month periods  ended June  30, 1994  and 1993,  incorporated by
reference in this Prospectus, Price  Waterhouse reported that they have  applied
limited  procedures in  accordance with professional  standards for  a review of
such information. However, their  separate reports dated April  21 and July  25,
1994,  incorporated by  reference in  this Prospectus,  state that  they did not
audit and  they  do  not  express an  opinion  on  that  unaudited  consolidated
financial  information. Price Waterhouse has not  carried out any significant or
additional audit tests  beyond those which  would have been  necessary if  their
reports  had  not been  incorporated by  reference.  Accordingly, the  degree of
reliance on their reports on such  information should be restricted in light  of
the  limited nature  of the review  procedures applied. Price  Waterhouse is not
subject to the liability provisions of Section 11 of the Securities Act of  1933
(the 'Securities Act') for their reports on the unaudited consolidated financial
information  because  each  report  is  not  a  'report'  or  a  'part'  of  the
registration statement  prepared or  certified by  Price Waterhouse  within  the
meaning of Sections 7 and 11 of the Securities Act.
 
                                 LEGAL OPINION
 
     The  legality of the Common  Stock offered hereby is  being passed upon for
the Company by Andrew B. Samet, Vice President, Secretary and Associate  General
Counsel  of  the Company.  Mr. Samet  owns shares  of the  Common Stock  and has
options to purchase additional shares.
 
                    INDEMNIFICATION UNDER THE SECURITIES ACT
 
     Under  Article   ELEVENTH  of   the  Company's   Restated  Certificate   of
Incorporation,  each person who is or was  a director or officer of the Company,
and each director or officer of the Company who
 
                                       13

serves or served  any other  enterprise or organization  at the  request of  the
Company, shall be indemnified by the Company to the full extent permitted by the
Delaware General Corporation Law.
 
     Under  such law,  to the  extent that  such a  person is  successful on the
merits or otherwise  in defense  of a suit  or proceeding  brought against  such
person by reason of the fact that such person is or was a director or officer of
the  Company, or serves  or served any  other enterprise or  organization at the
request of  the  Company, such  person  shall be  indemnified  against  expenses
(including  attorneys' fees) actually and reasonably incurred in connection with
such action.
 
     If unsuccessful in defense of a third-party civil suit or a criminal  suit,
or  if such a suit is settled, such a person shall be indemnified under such law
against both (a) expenses (including  attorneys' fees) and (b) judgments,  fines
and  amounts paid  in settlement  if such person  acted in  good faith  and in a
manner such person reasonably  believed to be  in, or not  opposed to, the  best
interests  of  the Company,  and with  respect  to any  criminal action,  had no
reasonable cause to believe such person's conduct was unlawful.
 
     If unsuccessful in  defense of a  suit brought by  or in the  right of  the
Company,  or if such suit  is settled, such a  person shall be indemnified under
such  law  only  against  expenses  (including  attorneys'  fees)  actually  and
reasonably  incurred in the  defense or settlement  of such suit  if such person
acted in good faith and in a manner such person reasonably believed to be in, or
not opposed to, the best interests of  the Company except that if such a  person
is adjudged to be liable in such suit to the Company, such person cannot be made
whole  even for expenses unless the court  determines that such person is fairly
and reasonably entitled to indemnity for such expenses.
 
     In addition, the Company  maintains directors' and officers'  reimbursement
and liability insurance pursuant to standard form policies. The risks covered by
such policies include certain liabilities under the securities laws.
 
     Insofar as indemnification for liabilities arising under the Securities Act
may  be  permitted to  directors, officers  or  persons controlling  the Company
pursuant  to  Article  ELEVENTH  of   the  Company's  Restated  Certificate   of
Incorporation,  the Delaware General Corporation  Law, or otherwise, the Company
has been informed that in the opinion of the Commission such indemnification  is
against public policy as expressed in the Act and is therefore unenforceable.
 
                                       14

                                    PART II
 
                     INFORMATION NOT REQUIRED IN PROSPECTUS
 
ITEM 14. OTHER EXPENSES OF ISSUANCE AND DISTRIBUTION.

                                                                           
Securities and Exchange Commission Registration Fee........................   $25,646.74
Printing...................................................................    14,000.00*
Miscellaneous Expenses.....................................................     6,000.00*
                                                                              ----------
          Total............................................................   $45,646.74*
                                                                              ----------
                                                                              ----------

- ------------
 
* Estimated.  These  expenses  do not  include  annual recurring  costs  for the
  operation of the Plan.
 
ITEM 15. INDEMNIFICATION OF DIRECTORS AND OFFICERS.
 
     Under  Article   ELEVENTH  of   the  Company's   Restated  Certificate   of
Incorporation,  each person who is or was  a director or officer of the Company,
and each director  or officer  of the  Company who  serves or  served any  other
enterprise  or organization at the request  of the Company, shall be indemnified
by the Company to the full extent permitted by the Delaware General  Corporation
Law.
 
     Under  such law,  to the  extent that  such a  person is  successful on the
merits or otherwise  in defense  of a suit  or proceeding  brought against  such
person by reason of the fact that such person is or was a director or officer of
the  Company, or serves  or served any  other enterprise or  organization at the
request of  the  Company, such  person  shall be  indemnified  against  expenses
(including  attorneys' fees) actually and reasonably incurred in connection with
such action.
 
     If unsuccessful in defense of a third-party civil suit or a criminal  suit,
or  if such a suit is settled, such a person shall be indemnified under such law
against both (1) expenses (including  attorneys' fees) and (2) judgments,  fines
and  amounts paid  in settlement  if such person  acted in  good faith  and in a
manner such person reasonably  believed to be  in, or not  opposed to, the  best
interests  of  the Company,  and with  respect  to any  criminal action,  had no
reasonable cause to believe such person's conduct was unlawful.
 
     If unsuccessful in  defense of a  suit brought by  or in the  right of  the
Company,  or if such suit  is settled, such a  person shall be indemnified under
such  law  only  against  expenses  (including  attorneys'  fees)  actually  and
reasonably  incurred in the  defense or settlement  of such suit  if such person
acted in good faith and in a manner such person reasonably believed to be in, or
not opposed to, the best interests of  the Company except that if such a  person
is adjudged to be liable in such suit to the Company, such person cannot be made
whole  even for expenses unless the court  determines that such person is fairly
and reasonably entitled to indemnity for such expenses.
 
     In addition, the Company  maintains directors' and officers'  reimbursement
and liability insurance pursuant to standard form policies. The risks covered by
such policies include certain liabilities under the securities laws.
 
ITEM 16. EXHIBITS.

    EXHIBIT NO.
    -----------
               
         4.1      The Company's Restated Certificate of Incorporation (incorporated by reference to Exhibit 99.1
                  to the Company's Form 10-Q for the quarter ended March 31, 1993).
         4.2      The  Company's By-laws, as amended (incorporated by reference to Exhibit 99.2 to the Company's
                  Form 10-Q for the quarter ended March 31, 1993).
         5        Opinion of  Andrew B.  Samet, Esq.,  with  respect to  the legality  of the  securities  being
                  registered hereby (filed herewith).
        15        Independent  Accountants'  Acknowledgment  Letter as  to  the incorporation  of  their reports
                  relating to unaudited interim financial information (filed herewith).

                                      II-1

 

    EXHIBIT NO.
    -----------
               
        23.1      Consent of Price Waterhouse LLP (filed herewith).
        23.2      The consent of Andrew B. Samet,  Esq. is contained in his opinion  filed as Exhibit 5 to  this
                  registration statement.
        24        Powers of Attorney (filed herewith).

ITEM 17. UNDERTAKINGS.
 
     (a) The undersigned registrant hereby undertakes:
 
          (1)  To file,  during any  period in which  offers or  sales are being
     made, a post-effective amendment to this registration statement:
 
             (i) To include any prospectus  required by Section 10(a)(3) of  the
        Securities Act of 1933;
 
             (ii) To reflect in the prospectus any facts or events arising after
        the  effective date  of the registration  statement (or  the most recent
        post-effective  amendment  thereof)  which,   individually  or  in   the
        aggregate,  represent a fundamental change  in the information set forth
        in the registration statement; and
 
             (iii) To include any material information with respect to the  plan
        of  distribution not previously disclosed  in the registration statement
        or  any  material  change  to  such  information  in  the   registration
        statement;
 
          Provided,  however, that  paragraphs (a)(1)(i)  and (a)(1)(ii)  do not
     apply if  the  information required  to  be included  in  a  post-effective
     amendment by those paragraphs is contained in periodic reports filed by the
     registrant  pursuant  to  Section 13  or  Section 15(d)  of  the Securities
     Exchange Act of 1934 that are incorporated by reference in the registration
     statement.
 
          (2) That,  for the  purpose  of determining  any liability  under  the
     Securities  Act of 1933, each such post-effective amendment shall be deemed
     to be  a new  registration  statement relating  to the  securities  offered
     therein,  and the offering of such securities  at that time shall be deemed
     to be the initial bona fide offering thereof.
 
          (3) To remove from registration by means of a post-effective amendment
     any  of  the  securities  being  registered  which  remain  unsold  at  the
     termination of the offering.
 
     (b)  The  undersigned registrant  hereby undertakes  that, for  purposes of
determining any liability under the Securities  Act of 1933, each filing of  the
registrant's  annual report  pursuant to Section  13(a) or Section  15(d) of the
Securities Exchange  Act  of 1934  that  is  incorporated by  reference  in  the
registration  statement  shall  be deemed  to  be a  new  registration statement
relating to the securities offered therein, and the offering of such  securities
at that time shall be deemed to be the initial bona fide offering thereof.
 
                                      II-2

                                   SIGNATURES
 
     PURSUANT  TO THE REQUIREMENTS OF THE SECURITIES ACT OF 1933, THE REGISTRANT
CERTIFIES THAT IT HAS  REASONABLE GROUNDS TO  BELIEVE THAT IT  MEETS ALL OF  THE
REQUIREMENTS  FOR  FILING ON  FORM  S-3 AND  HAS  DULY CAUSED  THIS REGISTRATION
STATEMENT TO  BE  SIGNED  ON  ITS BEHALF  BY  THE  UNDERSIGNED,  THEREUNTO  DULY
AUTHORIZED,  IN THE TOWNSHIP OF MORRIS, STATE OF  NEW JERSEY, ON THE 12TH DAY OF
SEPTEMBER, 1994.
 
                                          ALLIEDSIGNAL INC.
 
                                          By            JOHN W. BARTER
                                              ..................................
                                                       JOHN W. BARTER
                                              SENIOR VICE PRESIDENT AND CHIEF
                                                      FINANCIAL OFFICER
 
     PURSUANT  TO  THE  REQUIREMENTS  OF  THE  SECURITIES  ACT  OF  1933,   THIS
REGISTRATION  STATEMENT  HAS  BEEN  SIGNED  BY  THE  FOLLOWING  PERSONS  IN  THE
CAPACITIES AND ON THE DATES INDICATED.

                   NAME                                        TITLE                             DATE
                   ----                                        -----                             ----
                                                                                    
                    *                       Director, Chairman of the Board and Chief
 .........................................    Executive Officer
          (LAWRENCE A. BOSSIDY)
 
                    *                       Director
 .........................................
            (HANS W. BECHERER)
 
                    *                       Director
 .........................................
            (EUGENE E. COVERT)
 
                    *                       Director
 .........................................
              (ANN M. FUDGE)
 
                    *                       Director
 .........................................
          (WILLIAM R. HASELTON)
 
                    *                       Director
 .........................................
             (PAUL X. KELLEY)
 
                    *                       Director
 .........................................
           (ROBERT P. LUCIANO)
 
                    *                       Director
 .........................................
           (RUSSELL E. PALMER)
 
                    *                       Director
 .........................................
            (ANDREW C. SIGLER)
 
                    *                       Director
 .........................................
            (JOHN R. STAFFORD)
 
                    *                       Director
 .........................................
           (THOMAS P. STAFFORD)

                                      II-3

 

                   NAME                                        TITLE                             DATE
                   ----                                        -----                             ----
                                                                                    
                    *                       Director
 .........................................
           (DELBERT C. STALEY)
 
                    *                       Director
 .........................................
           (ROBERT C. WINTERS)
 
              JOHN W. BARTER                Senior Vice President and Chief Financial     September 12, 1994
 .........................................    Officer (Principal Financial Officer)
             (JOHN W. BARTER)
 
             G. PETER D'ALOIA               Vice President and Controller (Principal      September 12, 1994
 .........................................    Accounting Officer)
            (G. PETER D'ALOIA)
 
*By:    PETER M. KREINDLER                                                                September 12, 1994
     .....................................
           (PETER M. KREINDLER,
            ATTORNEY-IN-FACT)

                                      II-4

                                 EXHIBIT INDEX

  EXHIBIT NO.                                               DESCRIPTION
  -----------                                               -----------

     1              Omitted (inapplicable).
     2              Omitted (inapplicable).
     4.1            The  Company's Restated Certificate  of Incorporation (incorporated  by reference to Exhibit
                      99.1 to the Company's Form 10-Q for the quarter ended March 31, 1993).
     4.2            The Company's  By-laws,  as  amended (incorporated  by  reference  to Exhibit  99.2  to  the
                      Company's Form 10-Q for the quarter ended March 31, 1993).
     5              Opinion  of Andrew  B. Samet,  Esq., with respect  to the  legality of  the securities being
                      registered hereby (filed herewith).
     8              Omitted (inapplicable).
    12              Omitted (inapplicable).
    15              Independent Accountants'  Acknowledgment Letter  as to  the incorporation  of their  reports
                      relating to unaudited interim financial information (filed herewith).
    23.1            Consent of Price Waterhouse LLP (filed herewith).
    23.2            The  consent of Andrew B. Samet, Esq. is contained in his opinion filed as Exhibit 5 to this
                      registration statement.
    24              Powers of Attorney (filed herewith).
    25              Omitted (inapplicable).
    26              Omitted (inapplicable).
    27              Omitted (inapplicable).
    28              Omitted (inapplicable).
    99              Omitted (inapplicable).

[LOGO]                    AlliedSignal Inc.               201 455 3441
                          P.O. Box 4000
                          Morristown, NJ 07962-2497

                                                  Exhibit 5

                                   September 12, 1994

AlliedSignal Inc.
P. O. Box 2245
Morristown, NJ  07962

          Re:  Registration Statement on Form S-3

Dear Sirs:

     As an Associate General Counsel of AlliedSignal Inc. (the
"Company"), I have acted as counsel for the Company in connection
with the filing of a Registration Statement on Form S-3 under the
Securities Act of 1933, as amended (the "Securities Act"),
registering 2,000,000 shares of the Company's Common Stock, par
value $1.00 per share (the "Common Stock"),  to be offered
pursuant to the AlliedSignal Inc. Dividend Reinvestment and Share
Purchase Plan (the "Plan").  I have made such investigation and,
in that connection, have examined such corporate records and other
documents as I have deemed necessary or advisable in rendering
this opinion.

     I am a member of the Bar of the State of New York and do not
intend hereby to express any opinion as to the laws of any other
jurisdiction other than the laws of the United States and the
General Corporation Law of the State of Delaware to the extent
applicable hereto.

     Based upon the foregoing, I am of the opinion that:

     1.   The shares of Common Stock to be acquired by the Plan
agent from the Company pursuant to the Plan will be validly
issued, fully paid and nonassessable under the laws of the State
of Delaware, the Company's state of incorporation, when the
Company shall have received the consideration provided in the Plan
therefor (having a value not less than the par value thereof with
respect to shares issued by the Company out of authorized but
unissued shares); and

                                 2

     2.  The shares of Common Stock acquired by the Plan agent
other than from the Company in accordance with the Plan will be
validly issued, fully paid and nonassessable under the laws of the
State of Delaware.

     I hereby consent to the filing of this opinion as an exhibit
to the Registration Statement and to the reference to me under the
heading "Legal Opinion" in the Prospectus which is part of the
Registration Statement.  In giving this consent, I do not thereby
admit that I come within the category of persons whose consent is
required under Section 7 of the Securities Act or the rules and
regulations of the Securities and Exchange Commission thereunder.

                                   Sincerely yours,

                                   ANDREW B. SAMET

                                   Andrew B. Samet
                                   Vice President, Secretary and
                                   Associate General Counsel

[LETTERHEAD OF PRICE WATERHOUSE LLP]

                                             Exhibit 15

September 12, 1994

Securities and Exchange Commission
450 Fifth Street, N.W.
Washington, DC  20549

Dear Sirs:

We are aware that AlliedSignal Inc. has incorporated by
reference our reports dated April 21 and July 25, 1994
(issued pursuant to the provisions of Statement on
Auditing Standards Nos. 42 and 71) in the Prospectus
constituting part of its Registration Statement on Form
S-3 to be filed on or about September 12, 1994.  We are
also aware of our responsibilities under the Securities
Act of 1933.

Yours very truly,

PRICE WATERHOUSE LLP

Price Waterhouse LLP

                                             Exhibit 23.1

            CONSENT OF INDEPENDENT ACCOUNTANTS

We hereby consent to the incorporation by reference in the
Prospectus constituting part of this Registration Statement
on Form S-3 of our report dated February 3, 1994 except for
Note 1 (Subsequent Events) which is as of February 7, 1994,
which appears on page 39 of the 1993 Annual Report to
Shareowners of AlliedSignal Inc. (the "Company"), which is
incorporated by reference in the Company's Annual Report on
Form 10-K for the year ended December 31, 1993.  We also
consent to the incorporation by reference of our report on
the Financial Statement Schedules, which appears on page 20
of such Annual Report on Form 10-K.  We also consent to the
reference to us under the heading "Experts" in such
Prospectus.

PRICE WATERHOUSE LLP

Price Waterhouse LLP
Morristown, NJ
September 12, 1994

                        POWER OF ATTORNEY

     I, Lawrence A. Bossidy, Chairman and Chief Executive Officer
and a director of AlliedSignal Inc., a Delaware corporation (the
"Company"), hereby appoint John W. Barter, Peter M. Kreindler, G.
Peter D'Aloia and Nancy A. Garvey, each with power to act without
the other and with power of substitution and resubstitution, as
my attorney-in-fact to sign on my behalf in my capacity as an
officer or director of the Company one or more registration
statements under the Securities Act of 1933, or any amendment or
post-effective amendment to any registration statement heretofore
or hereafter filed by the Company:

     (a)  on Form S-8 or other appropriate form for the
registration of shares of the Company's Common Stock (and
participations where appropriate) to be offered under the
savings, stock or other benefit plans of the Company, its
affiliates or any predecessor thereof, including the AlliedSignal
Savings Plan, the AlliedSignal Thrift Plan, the AlliedSignal
Truck Brake Systems Company Savings Plan, the 1980 Incentive
Stock Option Plan of Allied Corporation and its Subsidiaries, the
1982 Stock Option Plan for Executive Employees of Allied
Corporation and its Subsidiaries, the 1985 Stock Plan for
Employees of Allied-Signal Inc. and its Subsidiaries, the 1993
Stock Plan for Employees of AlliedSignal Inc. and its Affiliates,
the Stock Plan for Non-Employee Directors of AlliedSignal Inc.
and any plan which is a successor to such plans;

     (b)  on Form S-3 or other appropriate form for the
registration of shares of the Company's Common Stock to be
offered under the Dividend Reinvestment Plan of Allied-Signal
Inc. and any plan which is a successor to such plan; and

     (c)  on Form S-3 or other appropriate form for the
registration of:

          (i)  debt securities of the Company (which may be
convertible into or exchangeable for or accompanied by warrants
to purchase debt or equity securities of the Company, its
subsidiaries, joint ventures or affiliates or another person or
entity, provided the number of shares of the Company's Common
Stock into or for which such debt securities may be converted or
exchanged or which may be issued upon exercise of such warrants
shall not exceed 33,400,000, as adjusted for stock splits and
dividends) with aggregate proceeds not to exceed $500 million (or
the equivalent thereof in any foreign currency), any accompanying
warrants and any guarantees by the Company of such debt
securities of its subsidiaries, joint ventures or affiliates;

          (ii) preferred stock of the Company (which may be
convertible into or redeemable or exchangeable for Common Stock
or other securities or property of the Company) with proceeds not
to exceed 500 million;

          (iii)     debt securities, Common Stock or preferred
stock of the Company or warrants to purchase such securities to
be issued in exchange for debt or equity securities of the
Company, its subsidiaries, joint ventures or affiliates with an
aggregate principal amount, liquidation preference or value not
to exceed $500 million;

          (iv) any securities into or for which any of the
securities specified in clauses (i), (ii) or (iii) are
convertible or exchangeable or which may be issued upon exercise
thereof; and

          (v)  shares of Common Stock of the Company sold or
otherwise disposed of to carry out transactions not requiring
specific authorization by the Board of Directors, not to exceed
in any one transaction 6,974,080 shares (two percent of the
Common Stock issued and outstanding at December 31, 1986, as
adjusted for stock splits) as adjusted for stock splits and
dividends, and any warrants to purchase such shares,

granting to each such attorney full power and authority to
perform every act necessary to be done as fully as I might do in
person.

     I hereby revoke any or all prior appointments of attorneys-
in-fact to sign the above-described documents.

                                        LAWRENCE A. BOSSIDY
                                        Lawrence A. Bossidy

Dated:  May 27, 1994

                        POWER OF ATTORNEY

     I, Hans W. Becherer, a director of AlliedSignal Inc., a
Delaware corporation (the "Company"), hereby appoint Lawrence A.
Bossidy, John W. Barter, Peter M. Kreindler, G. Peter D'Aloia and
Nancy A. Garvey, each with power to act without the other and
with power of substitution and resubstitution, as my attorney-in-
fact to sign on my behalf in my capacity as a director of the
Company one or more registration statements under the Securities
Act of 1933, or any amendment or post-effective amendment to any
registration statement heretofore or hereafter filed by the
Company:

     (a)  on Form S-8 or other appropriate form for the
registration of shares of the Company's Common Stock (and
participations where appropriate) to be offered under the
savings, stock or other benefit plans of the Company, its
affiliates or any predecessor thereof, including the AlliedSignal
Savings Plan, the AlliedSignal Thrift Plan, the AlliedSignal
Truck Brake Systems Company Savings Plan, the 1980 Incentive
Stock Option Plan of Allied Corporation and its Subsidiaries, the
1982 Stock Option Plan for Executive Employees of Allied
Corporation and its Subsidiaries, the 1985 Stock Plan for
Employees of Allied-Signal Inc. and its Subsidiaries, the 1993
Stock Plan for Employees of AlliedSignal Inc. and its Affiliates,
the Stock Plan for Non-Employee Directors of AlliedSignal Inc.
and any plan which is a successor to such plans;

     (b)  on Form S-3 or other appropriate form for the
registration of shares of the Company's Common Stock to be
offered under the Dividend Reinvestment Plan of Allied-Signal
Inc. and any plan which is a successor to such plan; and

     (c)  on Form S-3 or other appropriate form for the
registration of:

          (i)  debt securities of the Company (which may be
convertible into or exchangeable for or accompanied by warrants
to purchase debt or equity securities of the Company, its
subsidiaries, joint ventures or affiliates or another person or
entity, provided the number of shares of the Company's Common
Stock into or for which such debt securities may be converted or
exchanged or which may be issued upon exercise of such warrants
shall not exceed 33,400,000, as adjusted for stock splits and
dividends) with aggregate proceeds not to exceed $500 million (or
the equivalent thereof in any foreign currency), any accompanying
warrants and any guarantees by the Company of such debt
securities of its subsidiaries, joint ventures or affiliates;

          (ii) preferred stock of the Company (which may be
convertible into or redeemable or exchangeable for Common Stock
or other securities or property of the Company) with proceeds not
to exceed $500 million;

                              - 2 -

          (iii)     debt securities, Common Stock or preferred
stock of the Company or warrants to purchase such securities to
be issued in exchange for debt or equity securities of the
Company, its subsidiaries, joint ventures or affiliates with an
aggregate principal amount, liquidation preference or value not
to exceed $500 million;

          (iv) any securities into or for which any of the
securities specified in clauses (i), (ii) or (iii) are
convertible or exchangeable or which may be issued upon exercise
thereof; and

          (v)  shares of Common Stock of the Company sold or
otherwise disposed of to carry out transactions not requiring
specific authorization by the Board of Directors, not to exceed
in any one transaction 6,974,080 shares (two percent of the
Common Stock issued and outstanding at December 31, 1986, as
adjusted for stock splits) as adjusted for stock splits and
dividends, and any warrants to purchase such shares,

granting to each such attorney full power and authority to
perform every act necessary to be done as fully as I might do in
person.

     I hereby revoke any or all prior appointments of attorneys-
in-fact to sign the above-described documents.

                                          HANS W. BECHERER
                                          Hans W. Becherer

Dated: May 27, 1994

                        POWER OF ATTORNEY

     I, Eugene E. Covert, a director of AlliedSignal Inc., a
Delaware corporation (the "Company"), hereby appoint Lawrence A.
Bossidy, John W. Barter, Peter M. Kreindler, G. Peter D'Aloia and
Nancy A. Garvey, each with power to act without the other and
with power of substitution and resubstitution, as my attorney-in-
fact to sign on my behalf in my capacity as a director of the
Company one or more registration statements under the Securities
Act of 1933, or any amendment or post-effective amendment to any
registration statement heretofore or hereafter filed by the
Company:

     (a)  on Form S-8 or other appropriate form for the
registration of shares of the Company's Common Stock (and
participations where appropriate) to be offered under the
savings, stock or other benefit plans of the Company, its
affiliates or any predecessor thereof, including the AlliedSignal
Savings Plan, the AlliedSignal Thrift Plan, the AlliedSignal
Truck Brake Systems Company Savings Plan, the 1980 Incentive
Stock Option Plan of Allied Corporation and its Subsidiaries, the
1982 Stock Option Plan for Executive Employees of Allied
Corporation and its Subsidiaries, the 1985 Stock Plan for
Employees of Allied-Signal Inc. and its Subsidiaries, the 1993
Stock Plan for Employees of AlliedSignal Inc. and its Affiliates,
the Stock Plan for Non-Employee Directors of AlliedSignal Inc.
and any plan which is a successor to such plans;

     (b)  on Form S-3 or other appropriate form for the
registration of shares of the Company's Common Stock to be
offered under the Dividend Reinvestment Plan of Allied-Signal
Inc. and any plan which is a successor to such plan; and

     (c)  on Form S-3 or other appropriate form for the
registration of:

          (i)  debt securities of the Company (which may be
convertible into or exchangeable for or accompanied by warrants
to purchase debt or equity securities of the Company, its
subsidiaries, joint ventures or affiliates or another person or
entity, provided the number of shares of the Company's Common
Stock into or for which such debt securities may be converted or
exchanged or which may be issued upon exercise of such warrants
shall not exceed 33,400,000, as adjusted for stock splits and
dividends) with aggregate proceeds not to exceed $500 million (or
the equivalent thereof in any foreign currency), any accompanying
warrants and any guarantees by the Company of such debt
securities of its subsidiaries, joint ventures or affiliates;

          (ii) preferred stock of the Company (which may be
convertible into or redeemable or exchangeable for Common Stock
or other securities or property of the Company) with proceeds not
to exceed $500 million;

                              - 2 -

          (iii)     debt securities, Common Stock or preferred
stock of the Company or warrants to purchase such securities to
be issued in exchange for debt or equity securities of the
Company, its subsidiaries, joint ventures or affiliates with an
aggregate principal amount, liquidation preference or value not
to exceed $500 million;
                                
          (iv) any securities into or for which any of the
securities specified in clauses (i), (ii) or (iii) are
convertible or exchangeable or which may be issued upon exercise
thereof; and

          (v)  shares of Common Stock of the Company sold or
otherwise disposed of to carry out transactions not requiring
specific authorization by the Board of Directors, not to exceed
in any one transaction 6,974,080 shares (two percent of the
Common Stock issued and outstanding at December 31, 1986, as
adjusted for stock splits) as adjusted for stock splits and
dividends, and any warrants to purchase such shares,

granting to each such attorney full power and authority to
perform every act necessary to be done as fully as I might do in
person.

     I hereby revoke any or all prior appointments of attorneys-
in-fact to sign the above-described documents.

                                          EUGENE E. COVERT
                                          Eugene E. Covert

Dated: May 27, 1994

                        POWER OF ATTORNEY

     I, Ann M. Fudge, a director of AlliedSignal Inc., a Delaware
corporation (the "Company"), hereby appoint Lawrence A. Bossidy,
John W. Barter, Peter M. Kreindler, G. Peter D'Aloia and Nancy A.
Garvey, each with power to act without the other and with power
of substitution and resubstitution, as my attorney-in-fact to
sign on my behalf in my capacity as a director of the Company one
or more registration statements under the Securities Act of 1933,
or any amendment or post-effective amendment to any registration
statement heretofore or hereafter filed by the Company:

     (a)  on Form S-8 or other appropriate form for the
registration of shares of the Company's Common Stock (and
participations where appropriate) to be offered under the
savings, stock or other benefit plans of the Company, its
affiliates or any predecessor thereof, including the AlliedSignal
Savings Plan, the AlliedSignal Thrift Plan, the AlliedSignal
Truck Brake Systems Company Savings Plan, the 1980 Incentive
Stock Option Plan of Allied Corporation and its Subsidiaries, the
1982 Stock Option Plan for Executive Employees of Allied
Corporation and its Subsidiaries, the 1985 Stock Plan for
Employees of Allied-Signal Inc. and its Subsidiaries, the 1993
Stock Plan for Employees of AlliedSignal Inc. and its Affiliates,
the Stock Plan for Non-Employee Directors of AlliedSignal Inc.
and any plan which is a successor to such plans;

     (b)  on Form S-3 or other appropriate form for the
registration of shares of the Company's Common Stock to be
offered under the Dividend Reinvestment Plan of Allied-Signal
Inc. and any plan which is a successor to such plan; and

     (c)  on Form S-3 or other appropriate form for the
registration of:

          (i)  debt securities of the Company (which may be
convertible into or exchangeable for or accompanied by warrants
to purchase debt or equity securities of the Company, its
subsidiaries, joint ventures or affiliates or another person or
entity, provided the number of shares of the Company's Common
Stock into or for which such debt securities may be converted or
exchanged or which may be issued upon exercise of such warrants
shall not exceed 33,400,000, as adjusted for stock splits and
dividends) with aggregate proceeds not to exceed $500 million (or
the equivalent thereof in any foreign currency), any accompanying
warrants and any guarantees by the Company of such debt
securities of its subsidiaries, joint ventures or affiliates;

          (ii) preferred stock of the Company (which may be
convertible into or redeemable or exchangeable for Common Stock
or other securities or property of the Company) with proceeds not
to exceed $500 million;

                              - 2 -

          (iii)     debt securities, Common Stock or preferred
stock of the Company or warrants to purchase such securities to
be issued in exchange for debt or equity securities of the
Company, its subsidiaries, joint ventures or affiliates with an
aggregate principal amount, liquidation preference or value not
to exceed $500 million;
                                
          (iv) any securities into or for which any of the
securities     specified in clauses (i), (ii) or (iii) are
convertible or exchangeable   or which may be issued upon
exercise thereof; and

          (v)  shares of Common Stock of the Company sold or
otherwise  disposed of to carry out transactions not requiring
specific authorization by the Board of Directors, not to exceed
in any one transaction 6,974,080 shares (two percent of the
Common Stock issued and outstanding at December 31, 1986, as
adjusted for stock splits) as adjusted for stock splits and
dividends, and any warrants to purchase such shares,

granting to each such attorney full power and authority to
perform every act necessary to be done as fully as I might do in
person.

     I hereby revoke any or all prior appointments of attorneys-
in-fact to sign the above-described documents.

                                            ANN M. FUDGE
                                            Ann M. Fudge

Dated: May 27, 1994

                        POWER OF ATTORNEY

     I, William R. Haselton, a director of AlliedSignal Inc., a
Delaware corporation (the "Company"), hereby appoint Lawrence A.
Bossidy, John W. Barter, Peter M. Kreindler, G. Peter D'Aloia and
Nancy A. Garvey, each with power to act without the other and
with power of substitution and resubstitution, as my attorney-in-
fact to sign on my behalf in my capacity as a director of the
Company one or more registration statements under the Securities
Act of 1933, or any amendment or post-effective amendment to any
registration statement heretofore or hereafter filed by the
Company:

     (a)  on Form S-8 or other appropriate form for the
registration of shares of the Company's Common Stock (and
participations where appropriate) to be offered under the
savings, stock or other benefit plans of the Company, its
affiliates or any predecessor thereof, including the AlliedSignal
Savings Plan, the AlliedSignal Thrift Plan, the AlliedSignal
Truck Brake Systems Company Savings Plan, the 1980 Incentive
Stock Option Plan of Allied Corporation and its Subsidiaries, the
1982 Stock Option Plan for Executive Employees of Allied
Corporation and its Subsidiaries, the 1985 Stock Plan for
Employees of Allied-Signal Inc. and its Subsidiaries, the 1993
Stock Plan for Employees of AlliedSignal Inc. and its Affiliates,
the Stock Plan for Non-Employee Directors of AlliedSignal Inc.
and any plan which is a successor to such plans;

     (b)  on Form S-3 or other appropriate form for the
registration of shares of the Company's Common Stock to be
offered under the Dividend Reinvestment Plan of Allied-Signal
Inc. and any plan which is a successor to such plan; and

     (c)  on Form S-3 or other appropriate form for the
registration of:

          (i)  debt securities of the Company (which may be
convertible into or exchangeable for or accompanied by warrants
to purchase debt or equity securities of the Company, its
subsidiaries, joint ventures or affiliates or another person or
entity, provided the number of shares of the Company's Common
Stock into or for which such debt securities may be converted or
exchanged or which may be issued upon exercise of such warrants
shall not exceed 33,400,000, as adjusted for stock splits and
dividends) with aggregate proceeds not to exceed $500 million (or
the equivalent thereof in any foreign currency), any accompanying
warrants and any guarantees by the Company of such debt
securities of its subsidiaries, joint ventures or affiliates;

          (ii) preferred stock of the Company (which may be
convertible into or redeemable or exchangeable for Common Stock
or other securities or property of the Company) with proceeds not
to exceed $500 million;

                              - 2 -

          (iii)     debt securities, Common Stock or preferred
stock of the Company or warrants to purchase such securities to
be issued in exchange for debt or equity securities of the
company, its subsidiaries, joint ventures or affiliates with an
aggregate principal amount, liquidation preference or value not
to exceed $500 million;
                                
          (iv) any securities into or for which any of the
securities specified in clauses (i), (ii) or (iii) are
convertible or exchangeable or which may be issued upon exercise
thereof; and

          (v)  shares of Common Stock of the Company sold or
otherwise disposed of to carry out transactions not requiring
specific authorization by the Board of Directors, not to exceed
in any one transaction 6,974,080 shares (two percent of the
Common Stock issued and outstanding at December 31, 1986, as
adjusted for stock splits) as adjusted for stock splits and
dividends, and any warrants to purchase such shares,

granting to each such attorney full power and authority to
perform every act necessary to be done as fully as I might do in
person.

     I hereby revoke any or all prior appointments of attorneys-
in-fact to sign the above-described documents.

                                        WILLIAM R. HASELTON
                                        William R. Haselton

Dated: May 27, 1994

                        POWER OF ATTORNEY

     I, Paul X. Kelley, a director of AlliedSignal Inc., a
Delaware corporation (the "Company"), hereby appoint Lawrence A.
Bossidy, John W. Barter, Peter M. Kreindler, G. Peter D'Aloia and
Nancy A. Garvey, each with power to act without the other and
with power of substitution and resubstitution, as my attorney-in-
fact to sign on my behalf in my capacity as a director of the
Company one or more registration statements under the Securities
Act of 1933, or any amendment or post-effective amendment to any
registration statement heretofore or hereafter filed by the
Company:

     (a)  on Form S-8 or other appropriate form for the
registration of shares of the Company's Common Stock (and
participations where appropriate) to be offered under the
savings, stock or other benefit plans of the Company, its
affiliates or any predecessor thereof, including the AlliedSignal
Savings Plan, the AlliedSignal Thrift Plan, the AlliedSignal
Truck Brake Systems Company Savings Plan, the 1980 Incentive
Stock Option Plan of Allied Corporation and its Subsidiaries, the
1982 Stock Option Plan for Executive Employees of Allied
Corporation and its Subsidiaries, the 1985 Stock Plan for
Employees of Allied-Signal Inc. and its Subsidiaries, the 1993
Stock Plan for Employees of AlliedSignal Inc. and its Affiliates,
the Stock Plan for Non-Employee Directors of AlliedSignal Inc.
and any plan which is a successor to such plans;

     (b)  on Form S-3 or other appropriate form for the
registration of shares of the Company's Common Stock to be
offered under the Dividend Reinvestment Plan of Allied-Signal
Inc. and any plan which is a successor to such plan; and

     (c)  on Form S-3 or other appropriate form for the
registration of:

          (i)  debt securities of the Company (which may be
convertible into or exchangeable for or accompanied by warrants
to purchase debt or equity securities of the Company, its
subsidiaries, joint ventures or affiliates or another person or
entity, provided the number of shares of the Company's Common
Stock into or for which such debt securities may be converted or
exchanged or which may be issued upon exercise of such warrants
shall not exceed 33,400,000, as adjusted for stock splits and
dividends) with aggregate proceeds not to exceed $500 million (or
the equivalent thereof in any foreign currency), any accompanying
warrants and any guarantees by the Company of such debt
securities of its subsidiaries, joint ventures or affiliates;

          (ii) preferred stock of the Company (which may be
convertible into or redeemable or exchangeable for Common Stock
or other securities or property of the Company) with proceeds not
to exceed $500 million;

                              - 2 -

          (iii)     debt securities, Common Stock or preferred
stock of the Company or warrants to purchase such securities to
be issued in exchange for debt or equity securities of the
Company, its subsidiaries, joint ventures or affiliates with an
aggregate principal amount, liquidation preference or value not
to exceed $500 million;
                                
          (iv) any securities into or for which any of the
securities specified in clauses (i), (ii) or (iii) are
convertible or exchangeable or which may be issued upon exercise
thereof; and

          (v)  shares of Common Stock of the Company sold or
otherwise disposed of to carry out transactions not requiring
specific authorization by the Board of Directors, not to exceed
in any one transaction 6,974,080 shares (two percent of the
Common Stock issued and outstanding at December 31, 1986, as
adjusted for stock splits) as adjusted for stock splits and
dividends, and any warrants to purchase such shares,

granting to each such attorney full power and authority to
perform every act necessary to be done as fully as I might do in
person.

     I hereby revoke any or all prior appointments of attorneys-
in-fact to sign the above-described documents.

                                           PAUL X. KELLEY
                                           Paul X. Kelley

Dated: May 27, 1994

                        POWER OF ATTORNEY

     I, Robert P. Luciano, a director of AlliedSignal Inc., a
Delaware corporation (the "Company"), hereby appoint Lawrence A.
Bossidy, John W. Barter, Peter M. Kreindler, G. Peter D'Aloia and
Nancy A. Garvey, each with power to act without the other and
with power of substitution and resubstitution, as my attorney-in-
fact to sign on my behalf in my capacity as a director of the
Company one or more registration statements under the Securities
Act of 1933, or any amendment or post-effective amendment to any
registration statement heretofore or hereafter filed by the
Company:

     (a)  on Form S-8 or other appropriate form for the
registration of shares of the Company's Common Stock (and
participations where appropriate) to be offered under the
savings, stock or other benefit plans of the Company, its
affiliates or any predecessor thereof, including the AlliedSignal
Savings Plan, the AlliedSignal Thrift Plan, the AlliedSignal
Truck Brake Systems Company Savings Plan, the 1980 Incentive
Stock Option Plan of Allied Corporation and its Subsidiaries, the
1982 Stock Option Plan for Executive Employees of Allied
Corporation and its Subsidiaries, the 1985 Stock Plan for
Employees of Allied-Signal Inc. and its Subsidiaries, the 1993
Stock Plan for Employees of AlliedSignal Inc. and its Affiliates,
the Stock Plan for Non-Employee Directors of AlliedSignal Inc.
and any plan which is a successor to such plans;

     (b)  on Form S-3 or other appropriate form for the
registration of shares of the Company's Common Stock to be
offered under the Dividend Reinvestment Plan of Allied-Signal
Inc. and any plan which is a successor to such plan; and

     (c)  on Form S-3 or other appropriate form for the
registration of:

          (i)  debt securities of the Company (which may be
convertible into or exchangeable for or accompanied by warrants
to purchase debt or equity securities of the Company, its
subsidiaries, joint ventures or affiliates or another person or
entity, provided the number of shares of the Company's Common
Stock into or for which such debt securities may be converted or
exchanged or which may be issued upon exercise of such warrants
shall not exceed 33,400,000, as adjusted for stock splits and
dividends) with aggregate proceeds not to exceed $500 million (or
the equivalent thereof in any foreign currency), any accompanying
warrants and any guarantees by the Company of such debt
securities of its subsidiaries, joint ventures or affiliates;

          (ii) preferred stock of the Company (which may be
convertible into or redeemable or exchangeable for Common Stock
or other securities or property of the Company) with proceeds not
to exceed $500 million;

                              - 2 -

          (iii)     debt securities, Common Stock or preferred
stock of the Company or warrants to purchase such securities to
be issued in exchange for debt or equity securities of the
Company, its subsidiaries, joint ventures or affiliates with an
aggregate principal amount, liquidation preference or value not
to exceed $500 million;
                                
          (iv) any securities into or for which any of the
securities specified in clauses (i), (ii) or (iii) are
convertible or exchangeable or which may be issued upon exercise
thereof; and

          (v)  shares of Common Stock of the Company sold or
otherwise disposed of to carry out transactions not requiring
specific authorization by the Board of Directors, not to exceed
in any one transaction 6,974,080 shares (two percent of the
Common Stock issued and outstanding at December 31, 1986, as
adjusted for stock splits) as adjusted for stock splits and
dividends, and any warrants to purchase such shares,

granting to each such attorney full power and authority to
perform every act necessary to be done as fully as I might do in
person.

     I hereby revoke any or all prior appointments of attorneys-
in-fact to sign the above-described documents.

                                         ROBERT P. LUCIANO
                                         Robert P. Luciano

Dated: May 27, 1994

                        POWER OF ATTORNEY

     I, Russell E. Palmer, a director of AlliedSignal Inc., a
Delaware corporation (the "Company"), hereby appoint Lawrence A.
Bossidy, John W. Barter, Peter M. Kreindler, G. Peter D'Aloia and
Nancy A. Garvey, each with power to act without the other and
with power of substitution and resubstitution, as my attorney-in-
fact to sign on my behalf in my capacity as a director of the
Company one or more registration statements under the Securities
Act of 1933, or any amendment or post-effective amendment to any
registration statement heretofore or hereafter filed by the
Company:

     (a)  on Form S-8 or other appropriate form for the
registration of shares of the Company's Common Stock (and
participations where appropriate) to be offered under the
savings, stock or other benefit plans of the Company, its
affiliates or any predecessor thereof, including the AlliedSignal
Savings Plan, the AlliedSignal Thrift Plan, the AlliedSignal
Truck Brake Systems Company Savings Plan, the 1980 Incentive
Stock Option Plan of Allied Corporation and its Subsidiaries, the
1982 Stock Option Plan for Executive Employees of Allied
Corporation and its Subsidiaries, the 1985 Stock Plan for
Employees of Allied-Signal Inc. and its Subsidiaries, the 1993
Stock Plan for Employees of AlliedSignal Inc. and its Affiliates,
the Stock Plan for Non-Employee Directors of AlliedSignal Inc.
and any plan which is a successor to such plans;

     (b)  on Form S-3 or other appropriate form for the
registration of shares of the Company's Common Stock to be
offered under the Dividend Reinvestment Plan of Allied-Signal
Inc. and any plan which is a successor to such plan; and

     (c)  on Form S-3 or other appropriate form for the
registration of:

          (i)  debt securities of the Company (which may be
convertible into or exchangeable for or accompanied by warrants
to purchase debt or equity securities of the Company, its
subsidiaries, joint ventures or affiliates or another person or
entity, provided the number of shares of the Company's Common
Stock into or for which such debt securities may be converted or
exchanged or which may be issued upon exercise of such warrants
shall not exceed 33,400,000, as adjusted for stock splits and
dividends) with aggregate proceeds not to exceed $500 million (or
the equivalent thereof in any foreign currency), any accompanying
warrants and any guarantees by the Company of such debt
securities of its subsidiaries, joint ventures or affiliates;

          (ii) preferred stock of the Company (which may be
convertible into or redeemable or exchangeable for Common Stock
or other securities or property of the Company) with proceeds not
to exceed $500 million;

                              - 2 -

          (iii)     debt securities, Common Stock or preferred
stock of the Company or warrants to purchase such securities to
be issued in exchange for debt or equity securities of the
Company, its subsidiaries, joint ventures or affiliates with an
aggregate principal amount, liquidation preference or value not
to exceed $500 million;
                                
          (iv) any securities into or for which any of the
securities specified in clauses (i), (ii) or (iii) are
convertible or exchangeable or which may be issued upon exercise
thereof; and

          (v)  shares of Common Stock of the Company sold or
otherwise disposed of to carry out transactions not requiring
specific authorization by the Board of Directors, not to exceed
in any one transaction 6,974,080 shares (two percent of the
Common Stock issued and outstanding at December 31, 1986, as
adjusted for stock splits) as adjusted for stock splits and
dividends, and any warrants to purchase such shares,

granting to each such attorney full power and authority to
perform every act necessary to be done as fully as I might do in
person.

     I hereby revoke any or all prior appointments of attorneys-
in-fact to sign the above-described documents.

                                         RUSSELL E. PALMER
                                         Russell E. Palmer

Dated: May 27, 1994

                        POWER OF ATTORNEY

     I, Andrew C. Sigler, a director of AlliedSignal Inc., a
Delaware corporation (the "Company"), hereby appoint Lawrence A.
Bossidy, John W. Barter, Peter M. Kreindler, G. Peter D'Aloia and
Nancy A. Garvey, each with power to act without the other and
with power of substitution and resubstitution, as my attorney-in-
fact to sign on my behalf in my capacity as a director of the
Company one or more registration statements under the Securities
Act of 1933, or any amendment or post-effective amendment to any
registration statement heretofore or hereafter filed by the
Company:

     (a)  on Form S-8 or other appropriate form for the
registration of shares of the Company's Common Stock (and
participations where appropriate) to be offered under the
savings, stock or other benefit plans of the Company, its
affiliates or any predecessor thereof, including the AlliedSignal
Savings Plan, the AlliedSignal Thrift Plan, the AlliedSignal
Truck Brake Systems Company Savings Plan, the 1980 Incentive
Stock Option Plan of Allied Corporation and its Subsidiaries, the
1982 Stock Option Plan for Executive Employees of Allied
Corporation and its Subsidiaries, the 1985 Stock Plan for
Employees of Allied-Signal Inc. and its Subsidiaries, the 1993
Stock Plan for Employees of AlliedSignal Inc. and its Affiliates,
the Stock Plan for Non-Employee Directors of AlliedSignal Inc.
and any plan which is a successor to such plans;

     (b)  on Form S-3 or other appropriate form for the
registration of shares of the Company's Common Stock to be
offered under the Dividend Reinvestment Plan of Allied-Signal
Inc. and any plan which is a successor to such plan; and

     (c)  on Form S-3 or other appropriate form for the
registration of:

          (i)  debt securities of the Company (which may be
convertible into or exchangeable for or accompanied by warrants
to purchase debt or equity securities of the Company, its
subsidiaries, joint ventures or affiliates or another person or
entity, provided the number of shares of the Company's Common
Stock into or for which such debt securities may be converted or
exchanged or which may be issued upon exercise of such warrants
shall not exceed 33,400,000, as adjusted for stock splits and
dividends) with aggregate proceeds not to exceed $500 million (or
the equivalent thereof in any foreign currency), any accompanying
warrants and any guarantees by the Company of such debt
securities of its subsidiaries, joint ventures or affiliates;

          (ii) preferred stock of the Company (which may be
convertible into or redeemable or exchangeable for Common Stock
or other securities or property of the Company) with proceeds not
to exceed $500 million;

                              - 2 -

          (iii)     debt securities, Common Stock or preferred
stock of the Company or warrants to purchase such securities to
be issued in exchange for debt or equity securities of the
Company, its subsidiaries, joint ventures or affiliates with an
aggregate principal amount, liquidation preference or value not
to exceed $500 million;
                                
          (iv) any securities into or for which any of the
securities     specified in clauses (i), (ii) or (iii) are
convertible or exchangeable   or which may be issued upon
exercise thereof; and

          (v)  shares of Common Stock of the Company sold or
otherwise  disposed of to carry out transactions not requiring
specific authorization by the Board of Directors, not to exceed
in any one transaction 6,974,080 shares (two percent of the
Common Stock issued and outstanding at December 31, 1986, as
adjusted for stock splits) as adjusted for stock splits and
dividends, and any warrants to purchase such shares,

granting to each such attorney full power and authority to
perform every act necessary to be done as fully as I might do in
person.

     I hereby revoke any or all prior appointments of attorneys-
in-fact to sign the above-described documents.

                                          ANDREW C. SIGLER
                                          Andrew C. Sigler

Dated: May 27, 1994

                        POWER OF ATTORNEY

     I, John R. Stafford, a director of AlliedSignal Inc., a
Delaware corporation (the "Company"), hereby appoint Lawrence A.
Bossidy, John W. Barter, Peter M. Kreindler, G. Peter D'Aloia and
Nancy A. Garvey, each with power to act without the other and
with power of substitution and resubstitution, as my attorney-in-
fact to sign on my behalf in my capacity as a director of the
Company one or more registration statements under the Securities
Act of 1933, or any amendment or post-effective amendment to any
registration statement heretofore or hereafter filed by the
Company:

     (a)  on Form S-8 or other appropriate form for the
registration of shares of the Company's Common Stock (and
participations where appropriate) to be offered under the
savings, stock or other benefit plans of the Company, its
affiliates or any predecessor thereof, including the AlliedSignal
Savings Plan, the AlliedSignal Thrift Plan, the AlliedSignal
Truck Brake Systems Company Savings Plan, the 1980 Incentive
Stock Option Plan of Allied Corporation and its Subsidiaries, the
1982 Stock Option Plan for Executive Employees of Allied
Corporation and its Subsidiaries, the 1985 Stock Plan for
Employees of Allied-Signal Inc. and its Subsidiaries, the 1993
Stock Plan for Employees of AlliedSignal Inc. and its Affiliates,
the Stock Plan for Non-Employee Directors of AlliedSignal Inc.
and any plan which is a successor to such plans;

     (b)  on Form S-3 or other appropriate form for the
registration of shares of the Company's Common Stock to be
offered under the Dividend Reinvestment Plan of Allied-Signal
Inc. and any plan which is a successor to such plan; and

     (c)  on Form S-3 or other appropriate form for the
registration of:

          (i)  debt securities of the Company (which may be
convertible into or exchangeable for or accompanied by warrants
to purchase debt or equity securities of the Company, its
subsidiaries, joint ventures or affiliates or another person or
entity, provided the number of shares of the Company's Common
Stock into or for which such debt securities may be converted or
exchanged or which may be issued upon exercise of such warrants
shall not exceed 33,400,000, as adjusted for stock splits and
dividends) with aggregate proceeds not to exceed $500 million (or
the equivalent thereof in any foreign currency), any accompanying
warrants and any guarantees by the Company of such debt
securities of its subsidiaries, joint ventures or affiliates;

          (ii) preferred stock of the Company (which may be
convertible into or redeemable or exchangeable for Common Stock
or other securities or property of the Company) with proceeds not
to exceed $500 million;

                              - 2 -

          (iii)     debt securities, Common Stock or preferred
stock of the Company or warrants to purchase such securities to
be issued in exchange for debt or equity securities of the
Company, its subsidiaries, joint ventures or affiliates with an
aggregate principal amount, liquidation preference or value not
to exceed $500 million;
                                
          (iv) any securities into or for which any of the
securities specified in clauses (i), (ii) or (iii) are
convertible or exchangeable or which may be issued upon exercise
thereof; and

          (v)  shares of Common Stock of the Company sold or
otherwise disposed of to carry out transactions not requiring
specific authorization by the Board of Directors, not to exceed
in any one transaction 6,974,080 shares (two percent of the
Common Stock issued and outstanding at December 31, 1986, as
adjusted for stock splits) as adjusted for stock splits and
dividends, and any warrants to purchase such shares,

granting to each such attorney full power and authority to
perform every act necessary to be done as fully as I might do in
person.

     I hereby revoke any or all prior appointments of attorneys-
in-fact to sign the above-described documents.

                                          JOHN R. STAFFORD
                                          John R. Stafford

Dated: May 27, 1994

                        POWER OF ATTORNEY

     I, Thomas P. Stafford, a director of AlliedSignal Inc., a
Delaware corporation (the "Company"), hereby appoint Lawrence A.
Bossidy, John W. Barter, Peter M. Kreindler, G. Peter D'Aloia and
Nancy A. Garvey, each with power to act without the other and
with power of substitution and resubstitution, as my attorney-in-
fact to sign on my behalf in my capacity as a director of the
Company one or more registration statements under the Securities
Act of 1933, or any amendment or post-effective amendment to any
registration statement heretofore or hereafter filed by the
Company:

     (a)  on Form S-8 or other appropriate form for the
registration of shares of the Company's Common Stock (and
participations where appropriate) to be offered under the
savings, stock or other benefit plans of the Company, its
affiliates or any predecessor thereof, including the AlliedSignal
Savings Plan, the AlliedSignal Thrift Plan, the AlliedSignal
Truck Brake Systems Company Savings Plan, the 1980 Incentive
Stock Option Plan of Allied Corporation and its Subsidiaries, the
1982 Stock Option Plan for Executive Employees of Allied
Corporation and its Subsidiaries, the 1985 Stock Plan for
Employees of Allied-Signal Inc. and its Subsidiaries, the 1993
Stock Plan for Employees of AlliedSignal Inc. and its Affiliates,
the Stock Plan for Non-Employee Directors of AlliedSignal Inc.
and any plan which is a successor to such plans;

     (b)  on Form S-3 or other appropriate form for the
registration of shares of the Company's Common Stock to be
offered under the Dividend Reinvestment Plan of Allied-Signal
Inc. and any plan which is a successor to such plan; and

     (c)  on Form S-3 or other appropriate form for the
registration of:

          (i)  debt securities of the Company (which may be
convertible into or exchangeable for or accompanied by warrants
to purchase debt or equity securities of the Company, its
subsidiaries, joint ventures or affiliates or another person or
entity, provided the number of shares of the Company's Common
Stock into or for which such debt securities may be converted or
exchanged or which may be issued upon exercise of such warrants
shall not exceed 33,400,000, as adjusted for stock splits and
dividends) with aggregate proceeds not to exceed $500 million (or
the equivalent thereof in any foreign currency), any accompanying
warrants and any guarantees by the Company of such debt
securities of its subsidiaries, joint ventures or affiliates;

          (ii) preferred stock of the Company (which may be
convertible into or redeemable or exchangeable for Common Stock
or other securities or property of the Company) with proceeds not
to exceed $500 million;

                              - 2 -

          (iii)     debt securities, Common Stock or preferred
stock of the Company or warrants to purchase such securities to
be issued in exchange for debt or equity securities of the
Company, its subsidiaries, joint ventures or affiliates with an
aggregate principal amount, liquidation preference or value not
to exceed $500 million;
                                
          (iv) any securities into or for which any of the
securities specified in clauses (i), (ii) or (iii) are
convertible or exchangeable or which may be issued upon exercise
thereof; and

          (v)  shares of Common Stock of the Company sold or
otherwise disposed of to carry out transactions not requiring
specific authorization by the Board of Directors, not to exceed
in any one transaction 6,974,080 shares (two percent of the
Common Stock issued and outstanding at December 31, 1986, as
adjusted for stock splits) as adjusted for stock splits and
dividends, and any warrants to purchase such shares,

granting to each such attorney full power and authority to
perform every act necessary to be done as fully as I might do in
person.

     I hereby revoke any or all prior appointments of attorneys-
in-fact to sign the above-described documents.

                                         THOMAS P. STAFFORD
                                         Thomas P. Stafford

Dated: May 27, 1994

                        POWER OF ATTORNEY

     I, Delbert C. Staley, a director of AlliedSignal Inc., a
Delaware corporation (the "Company"), hereby appoint Lawrence A.
Bossidy, John W. Barter, Peter M. Kreindler, G. Peter D'Aloia and
Nancy A. Garvey, each with power to act without the other and
with power of substitution and resubstitution, as my attorney-in-
fact to sign on my behalf in my capacity as a director of the
Company one or more registration statements under the Securities
Act of 1933, or any amendment or post-effective amendment to any
registration statement heretofore or hereafter filed by the
Company:

     (a)  on Form S-8 or other appropriate form for the
registration of shares of the Company's Common Stock (and
participations where appropriate) to be offered under the
savings, stock or other benefit plans of the Company, its
affiliates or any predecessor thereof, including the AlliedSignal
Savings Plan, the AlliedSignal Thrift Plan, the AlliedSignal
Truck Brake Systems Company Savings Plan, the 1980 Incentive
Stock Option Plan of Allied Corporation and its Subsidiaries, the
1982 Stock Option Plan for Executive Employees of Allied
Corporation and its Subsidiaries, the 1985 Stock Plan for
Employees of Allied-Signal Inc. and its Subsidiaries, the 1993
Stock Plan for Employees of AlliedSignal Inc. and its Affiliates,
the Stock Plan for Non-Employee Directors of AlliedSignal Inc.
and any plan which is a successor to such plans;

     (b)  on Form S-3 or other appropriate form for the
registration of shares of the Company's Common Stock to be
offered under the Dividend Reinvestment Plan of Allied-Signal
Inc. and any plan which is a successor to such plan; and

     (c)  on Form S-3 or other appropriate form for the
registration of:

          (i)  debt securities of the Company (which may be
convertible into or exchangeable for or accompanied by warrants
to purchase debt or equity securities of the Company, its
subsidiaries, joint ventures or affiliates or another person or
entity, provided the number of shares of the Company's Common
Stock into or for which such debt securities may be converted or
exchanged or which may be issued upon exercise of such warrants
shall not exceed 33,400,000, as adjusted for stock splits and
dividends) with aggregate proceeds not to exceed $500 million (or
the equivalent thereof in any foreign currency), any accompanying
warrants and any guarantees by the Company of such debt
securities of its subsidiaries, joint ventures or affiliates;

          (ii) preferred stock of the Company (which may be
convertible into or redeemable or exchangeable for Common Stock
or other securities or property of the Company) with proceeds not
to exceed $500 million;

                              - 2 -

          (iii)     debt securities, Common Stock or preferred
stock of the Company or warrants to purchase such securities to
be issued in exchange for debt or equity securities of the
Company, its subsidiaries, joint ventures or affiliates with an
aggregate principal amount, liquidation preference or value not
to exceed $500 million;
                                
          (iv) any securities into or for which any of the
securities specified in clauses (i), (ii) or (iii) are
convertible or exchangeable or which may be issued upon exercise
thereof; and

          (v)  shares of Common Stock of the Company sold or
otherwise disposed of to carry out transactions not requiring
specific authorization by the Board of Directors, not to exceed
in any one transaction 6,974,080 shares (two percent of the
Common Stock issued and outstanding at December 31, 1986, as
adjusted for stock splits) as adjusted for stock splits and
dividends, and any warrants to purchase such shares,

granting to each such attorney full power and authority to
perform every
act necessary to be done as fully as I might do in person.

     I hereby revoke any or all prior appointments of attorneys-
in-fact to sign the above-described documents.

                                         DELBERT C. STALEY
                                         Delbert C. Staley

Dated: May 27, 1994

                        POWER OF ATTORNEY

     I, Robert C. Winters, a director of AlliedSignal Inc., a
Delaware corporation (the "Company"), hereby appoint Lawrence A.
Bossidy, John W. Barter, Peter M. Kreindler, G. Peter D'Aloia and
Nancy A. Garvey, each with power to act without the other and
with power of substitution and resubstitution, as my attorney-in-
fact to sign on my behalf in my capacity as a director of the
Company one or more registration statements under the Securities
Act of 1933, or any amendment or post-effective amendment to any
registration statement heretofore or hereafter filed by the
Company:

     (a)  on Form S-8 or other appropriate form for the
registration of shares of the Company's Common Stock (and
participations where appropriate) to be offered under the
savings, stock or other benefit plans of the Company, its
affiliates or any predecessor thereof, including the AlliedSignal
Savings Plan, the AlliedSignal Thrift Plan, the AlliedSignal
Truck Brake Systems Company Savings Plan, the 1980 Incentive
Stock Option Plan of Allied Corporation and its Subsidiaries, the
1982 Stock Option Plan for Executive Employees of Allied
Corporation and its Subsidiaries, the 1985 Stock Plan for
Employees of Allied-Signal Inc. and its Subsidiaries, the 1993
Stock Plan for Employees of AlliedSignal Inc. and its Affiliates,
the Stock Plan for Non-Employee Directors of AlliedSignal Inc.
and any plan which is a successor to such plans;

     (b)  on Form S-3 or other appropriate form for the
registration of shares of the Company's Common Stock to be
offered under the Dividend Reinvestment Plan of Allied-Signal
Inc. and any plan which is a successor to such plan; and

     (c)  on Form S-3 or other appropriate form for the
registration of:

          (i)  debt securities of the Company (which may be
convertible into or exchangeable for or accompanied by warrants
to purchase debt or equity securities of the Company, its
subsidiaries, joint ventures or affiliates or another person or
entity, provided the number of shares of the Company's Common
Stock into or for which such debt securities may be converted or
exchanged or which may be issued upon exercise of such warrants
shall not exceed 33,400,000, as adjusted for stock splits and
dividends) with aggregate proceeds not to exceed $500 million (or
the equivalent thereof in any foreign currency), any accompanying
warrants and any guarantees by the Company of such debt
securities of its subsidiaries, joint ventures or affiliates;

          (ii) preferred stock of the Company (which may be
convertible into or redeemable or exchangeable for Common Stock
or other securities or property of the Company) with proceeds not
to exceed $500 million;

                              - 2 -

          (iii)     debt securities, Common Stock or preferred
stock of the Company or warrants to purchase such securities to
be issued in exchange for debt or equity securities of the
Company, its subsidiaries, joint ventures or affiliates with an
aggregate principal amount, liquidation preference or value not
to exceed $500 million;
                                
          (iv) any securities into or for which any of the
securities specified in clauses (i), (ii) or (iii) are
convertible or exchangeable or which may be issued upon exercise
thereof; and

          (v)  shares of Common Stock of the Company sold or
otherwise disposed of to carry out transactions not requiring
specific authorization by the Board of Directors, not to exceed
in any one transaction 6,974,080 shares (two percent of the
Common Stock issued and outstanding at December 31, 1986, as
adjusted for stock splits) as adjusted for stock splits and
dividends, and any warrants to purchase such shares,

granting to each such attorney full power and authority to
perform every act necessary to be done as fully as I might do in
person.

     I hereby revoke any or all prior appointments of attorneys-
in-fact to sign the above-described documents.

                                         ROBERT C. WINTERS
                                         Robert C. Winters

Dated: May 27, 1994