===========================================================================

                     SECURITIES AND EXCHANGE COMMISSION
                           Washington, D.C. 20549

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

                                  FORM 8-K
                               CURRENT REPORT
   Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934

                      Date of Report - August 5, 1998
                     (Date of earliest event reported)

                             ALLIEDSIGNAL INC.
           (Exact name of Registrant as specified in its Charter)

Delaware                        001-08974                 22-2640650
(State or other         (Commission File Number)       (I.R.S. Employer
jurisdiction                                        Identification Number)
of incorporation)

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

     Registrant's telephone number, including area code: (973) 455-2000

===========================================================================

ITEM 5.     OTHER EVENTS.

     On August 4, 1998, AlliedSignal Inc. announced its intention to
commence, within five business days, a tender offer for all of the
outstanding shares of AMP Incorporated at $44.50 per share or approximately
$9.8 billion in the aggregate.

ITEM 7.     EXHIBITS.

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

99.1        Text  of  Press  Release,  dated  August  4,  1998,  issued  by
            AlliedSignal Inc.

99.2        Presentation to Analysts, August 4, 1998, used by AlliedSignal
            Inc. related to the proposed merger.

99.3        Complaint,  dated  August 4, 1998,  filed in the United  States
            District  Court for the  Eastern  District of  Pennsylvania  by
            AlliedSignal Corporation regarding AlliedSignal Corporation v.
            AMP, Inc. (C.A. No. 98-CV-4058).

                                 SIGNATURE
                                 ---------

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

Date: August 5, 1998                AlliedSignal Inc.
                                    (Registrant)

                                    By:  /s/ Richard F. Wallman
                                         ----------------------
                                         Richard F. Wallman
                                         Senior Vice President and
                                         Chief Financial Officer

                               Exhibit Index
                               -------------

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

99.1        Text  of  Press  Release,  dated  August  4,  1998,  issued  by
            AlliedSignal Inc.

99.2        Presentation to Analysts, August 4, 1998, used by AlliedSignal
            Inc. related to the proposed merger.

99.3        Complaint,  dated  August 4, 1998,  filed in the United  States
            District  Court for the  Eastern  District of  Pennsylvania  by
            AlliedSignal Corporation regarding AlliedSignal Corporation v.
            AMP, Inc. (C.A. No. 98-CV-4058).
                                                               EXHIBIT 99.1

Contact:    Mark Greenberg
            (973) 455-5445

 AlliedSignal Offers $9.8 Billion, Or $44.50 Per Share, For AMP Incorporated

     MORRIS  TOWNSHIP.  New  Jersey,  August 4, 1998 --  AlliedSignal  Inc.
(NYSE:  ALD) said today that it intends to commence a tender  offer for all
of the  approximately  220 million  outstanding  shares of AMP Incorporated
(NYSE: AMP) at $44.50 per share in cash, a premium of more than 55%.

     The offer  will  commence  within  the next five  business  days.  The
AlliedSignal Board of Directors has unanimously approved the offer.

     AlliedSignal  Chairman and Chief Executive Officer Larry Bossidy said,
"We are  announcing  this offer after our  requests  for  discussions  were
ignored by AMP management.

     "We are  confident  the  combination  of the two companies can achieve
substantial benefits for all concerned,  and we have made an effort to meet
with  AMP  management  in order  to  outline  these  benefits  in  friendly
discussions.  Their  failure to respond thus far should not prevent us from
working together to achieve these benefits as quickly as possible.

     "Let me be  clear.  AlliedSignal  prefers  to  conclude  a  negotiated
transaction  with AMP, and we are  prepared to be flexible  with respect to
the nature and amount of  consideration  and the terms and conditions of an
agreement.

     "However,  we are also determined that this process now go forward. If
AMP is not  responsive to our offer,  we are prepared to initiate a consent
solicitation  to elect a majority of the  directors of the Company who will
be responsive to our proposal and the delivery of value to AMP shareowners.
We are  commencing  litigation  in Federal  District  Court for the Eastern
District of Pennsylvania to assure that AMP shareowners  will not be denied
the opportunity to receive, consider and act upon our offer.

     "AlliedSignal will bring a well managed, larger, financially stronger,
more diverse company  together with AMP at a crucial time. This combination
will address positively all of the considerations that AMP's management and
Board must evaluate under  Pennsylvania  law to ensure the combination will
be advantageous to all their stakeholders.

     "In  particular,  we can  offer  employees  a  wide  range  of  career
opportunities and the benefit of world class education programs. This is of
great  advantage  when a company is going  through the kind of  adjustments
that AMP is experiencing,  including the recent Pennsylvania plant closings
and layoffs announced by AMP.

     "AlliedSignal  has annual revenues of $15 billion,  with operations in
the  aerospace,  engineered  materials and automotive  industries.  With 26
consecutive  quarters of earnings growth of 14% or more,  AlliedSignal  has
demonstrated its ability to achieve growth on a consistent basis.

     "Since we began our Six Sigma  program  more than six years  ago,  our
earnings per share have grown at a compound  average annual rate of 21% and
our market value has grown more than six-fold, from less than $4 billion to
more than $25 billion.  The  combination  of the two companies  will assure
that AMP has the  management  and  financial  support  necessary to achieve
long-term success in its business. For AlliedSignal  shareowners,  AMP will
represent  a  significant  new  business  that will  better  position us to
achieve our objective of consistent earnings growth."

     AlliedSignal stated that financing for its offer is available.

     The tender  offer will be subject to customary  terms and  conditions.
This news release does not constitute an offer to purchase any  securities,
nor solicitation of a proxy,  consent or authorization  for or with respect
to a meeting of the shareowners of  AlliedSignal  Inc. or AMP or any action
in lieu of a  meeting.  Any  solicitations  will be made only  pursuant  to
separate  materials  in  compliance  with the  requirements  of  applicable
federal and state securities laws.
    
     AlliedSignal  is an  advanced  technology  and  manufacturing  company
serving  customers  worldwide  with  aerospace  and  automotive   products,
chemicals,  fibers,  plastics and advanced  materials.  The company employs
70,500  people  worldwide.  AlliedSignal  is a  component  of the Dow Jones
Industrial Average and Standard and Poor's 500 Index, and it is included in
Fortune  magazine's lists of the "Most Admired  Companies" and "Best Places
to Work."  Additional  information on the company is available on the World
Wide Web at http://www.alliedsignal.com/.

- ---------------------------------------------------------------------------
This release contains forward-looking statements as defined in Section 21E
 of the Securities Exchange Act of 1934, including statements about future
  business operations, financial performance and market conditions. Such
  forward-looking statements involve risks and uncertainties inherent in
                            business forecasts.
- ---------------------------------------------------------------------------
                                                             EXHIBIT 99.2

                                        A NEW SEGMENT

Why?     More Diversity - Ability to Deliver
         Consistent Earnings Growth

Characteristics of Search:

- -   Strong Fundamental Growth

- -   Good Margins

- -   Not Capital Intensive

- -   Leadership Position

- -   Manufacturing and Technology Base

                    Broadening Our Portfolio Makes Sense

                                AMP OVERVIEW
                                                          Businesses
                                                          ----------

[SEVEN PHOTOS OF ELECTRICAL                    Electrical Connection Devices for
CONNECTION DEVICES]                            the Following Industries:
                                               -   Consumer & Industrial
                                               -   Telecommunications
                                               -   Automotive
                                               -   Personal Computers

             1998 Statistics                         Strengths
             ---------------                         ---------

Sales                 $5.4B           -   Leading Market Position
Op. Margins           ~9%             -   Global
EPS                   $1.50           -   Diverse Markets
Market Cap            ~6.5B           -   Strong Technical Capabilities

 World's Leading Manufacturer of Electrical & Electronic Connection Devices

                   TERMINALS & CONNECTORS ("T&C") MARKET
                            Industry Growth Rate

$25B Market                                     5 Year Average - 9%

                  [BAR GRAPH SHOWING INDUSTRY GROWTH RATE]

1994 - 13%
1995 - 17%
1996 - 5%
1997 - 8%
1998 - 4%

Source:  Bishop & associates, inc.

                           Large Growing Industry

                      TERMINALS & CONNECTORS INDUSTRY

            Sales by Industry                          Sales by Region
            -----------------                          ---------------

  [PIE GRAPH SHOWING SALES BY INDUSTRY]      [PIE GRAPH SHOWING SALES BY REGION]
     Industrial & Consumer - 45%                North America - 38%
     Computer/Peripherals - 25%                 Asia - 30%
     Telecom - 15%                              Europe - 26%
     Automotive - 15%                           ROW - 6%

                                        $25B Market

                    -   Value Added Market an Additional $25B - $30B

                             Diverse And Global

                          AMP'S SHARE OF T&C SALES

                 [BAR GRAPH SHOWING EACH COMPANY'S SHARE OF
                       TERMINAL AND CONNECTOR SALES]

AMP                20%
Molex              6%
Framatome          4%
Berg               3%
Thomas & Betts     3%
Amphenol           3%
3M                 3%

                Leading Global Position In Fragmented Market

                         AMP'S REVENUE COMPOSITION

                                   1998 = $5.4B

Sales by Industry                       Sales by Region
- -----------------                       ---------------

[PIE GRAPH SHOWING SALES                [PIE GRAPH SHOWING SALES
BY INDUSTRY]                            BY REGION]

Consumer & Industrial - $1.6B           Americas - 50%
Automotive - $1.4B                      Europe - 30%
Telecom - $1.4B                         Asia/Pacific - 20%
Personal Computer - $1.0B

                   -   77% T&C; 14% Value Added; 9% M/A - Com
                   -   Over 15,000 Patents Issued or Pending
                   -   90,000 Customers in 145 Countries

           Wide Range Of Product Offerings To Diverse Industries

                                      AMP OPPORTUNITIES

Peer Revenue Comparison                                  
- -----------------------                                  
(1998 Projected Growth)
                                                         
[BAR GRAPH SHOWING
A COMPARISON OF AMP'S
PROJECTED 1998 GROWTH WITH
THOSE OF OTHER COMPANIES]

AMP              (5.8%)                         Peer Group Margins
                                                ------------------
Amphenol         3%                             1994      1998      Chg.
                                                ----      ----      ----
Berg             5%
                            AMP                 16.1%     9.4%      (6.7 pts)
Molex            6%
                            Peer Avg.           12.1%     14.6%     +2.5 pts
Thomas & Betts   8%
                            Amphenol            15.0%     17.0%     +2.0 pts
Peer Avg.        5.5%
                            Molex               16.3%     16.3%        --

                            Thomas & Betts      9.4%      12.5%     +3.1pts

                            Berg                7.8%      12.6%     +4.8pts

                         Underperforming Its Peers

                             AMP OPPORTUNITIES
                             Market Value ($B)

[LINE GRAPH  COMPARING THE MARKET  CAPITALIZATION  OF AMP TO THE SUM OF THE
MARKET  CAPITALIZATIONS  OF ITS  INDUSTRY  PEERS AT THREE  MONTH  INTERVALS
BEGINNING   JUNE  1996  AND  ENDING  JUNE  1998  (ALL  DOLLAR  AMOUNTS  ARE
APPROXIMATE).  THE GRAPH ALSO INCLUDES THE COMPOUND  ANNUAL GROWTH RATES OF
AMP  (-13%)  AND OF THE SUM OF ITS  INDUSTRY  PEERS  (11%)  OVER  THE  SAME
PERIOD.]

Peer Group   6.6B   7.5B    7.9B    7.6B   9.3B    10.8B   10.1B  10.1B   8.1B
AMP          8.8B   8.5B    8.4B    7.6B   9.2B    11.8B   9.3B   9.6B    6.6B

             6/96   9/96    12/96   3/97   6/97    9/97    12/97  3/98    6/98

                     Market Recognizes Need For Change

                              ALD PERFORMANCE

Earnings Per Share                         Market Value
- ------------------                         ------------

[LINE GRAPH SHOWING GROWTH IN             [LINE GRAPH COMPARING ALD'S
ACTUAL EARNINGS PER SHARE FOR             MARKET VALUE GROWTH VS. THE S&P
1992 THROUGH 1997, INCLUDING              500 MARKET VALUE GROWTH FOR 1990
AN ESTIMATE FOR 1998.  EARNINGS           TO 1998.  OVER THIS PERIOD, ALD'S
PER SHARE IS EXPECTED TO INCREASE         MARKET VALUE HAS INCREASED SIX FOLD
FROM $0.96 IN 1992 TO APPROXIMATELY       FROM $4 BILLION $25 BILLION WHILE
$2.30 TO $2.34 IN 1998.]                  THE MARKET VALUE OF THE S&P 500
                                          HAS INCREASED 3.4 FOLD.]

26 Qtrs of 14%+ Growth

                      Consistency Drives Market Value

                        ALD PRODUCTIVITY PERFORMANCE

Total Productivity                          Cost Productivity
- ------------------                          -----------------

[LINE GRAPH SHOWING TOTAL       [GRAPH SHOWING THE COMPONENTS OF COST PRODUCTIV-
PRODUCTIVITY AND THE BREAK-     ITY FROM 1992 TO 1997. IN 1992, CENSUS, REPO-  
DOWN BETWEEN GROWTH PRODUC-     SITIONING AND MATERIAL SAVINGS COMPRISED MOST 
TIVITY AND COST PRODUCTIVITY    OF COST PRODUCTIVITY. OVERTIME COST PRODUCTIVI-
FROM 1992 TO 1997.]             TY HAS INCREASINGLY COME FROM SIX SIGMA SAVINGS
                                COMPARED TO CENSUS, REPOSITIONING AND MATEIRAL
                                SAVINGS.]
Total Productivity
Average 5.9%
Since '92

                   1990                   1998
                   ----                   ----
Sales/Employees    $117K                  $200K                [UP ARROW] 71%
Suppliers          [MORE THAN] 10,000     [LESS THAN] 3,000    [DOWN ARROW] 70%

                       Proven Record Of Productivity

                           ALD SIX SIGMA JOURNEY

Manufacturing Quality vs. COPQ               ALD Operating Margins
- ------------------------------               ---------------------

[LINE GRAPH SHOWING IMPROVEMENT              [LINE GRAPH SHOWING ALD OPERATING 
IN THE DEFECT RATE OF MANUFACTUR-            MARGINS INCREASING FROM 5% IN 1991
ING PROCESSES FROM 1992 (2 SIGMA)            TO 13% IN 1998, AN INCREASE OF 800
TO 1998 (4+SIGMA), RESULTING IN              BASIS POINTS]
COST SAVINGS OF $2 BILLION OVER
THAT PERIOD.]

                  Significant Progress, Trained Resources

                        ESTIMATED MARGIN IMPROVEMENT

                                [BAR GRAPH]

                                                                    
               AMP
               $4.2B         $5.4B      +8% Sales Growth After 1999     $6.5B

Op. Income     15%           9%                                         18%        Cost Takeout
               $630M         $495M                                      $1170M

SG&A           18%           21%        -    Corporate Overhead         17%        $185M
               $760M         $1130M     -    Shared Services            $1105M

Cost of        67%           70%        -    Six Sigma/Productivity     65%        $280M
Goods Sold     $2810M        $3775M     -    Purchasing                 $4225M
                                        -    Plant Rationalization

               1993-1995     1998                                       2001
                 AVG

                 Growth & Productivity Will Improve Margins
                           Beyond Historic Level

                       AMP OPERATING MARGIN EXPANSION

                      [BAR GRAPH SHOWING AN ACTUAL AND
                   PROJECTED OPERATING MARGIN EXPANSION]

                                               Productivity &
                                                  Synergies
15%            9%         +2%         +4%                +3%              18%

'93 - '95      1998       Volume/     Manufacturing      Corporate        2001
Average                   Price       Productivity       Overhead &
                                                         Shared Svcs.

                 Growth & Productivity Will Improve Margins
                           Beyond Historic Levels

                                ALD AND AMP

What AMP Brings to ALD                        What ALD Brings to AMP
- ----------------------                        ----------------------

- -    High Growth Industry                     -    Strong Management Team
- -    Industry Leadership                      -    Productivity
- -    Global                                   -    Six Sigma
- -    Product Differentiation                  -    Size and Scale
- -    Technological Leadership                 -    Financial Consistency

                             Ideal Combination

                             ALD AND AMP - $21B
                               1998 Pro-Forma

                                [PIE GRAPH]

Connectors                                       $5.4
Spec Chem & Electronic Solutions                 $2.4
Performance Polymers                             $2.0
Aerospace Systems                                $4.9
Transportation Products                          $2.5
Turbine Technologies                             $3.9

- -    Broad Product Offering                      -    High Growth
- -    Diverse Customer Base                       -    High Margin Businesses
- -    Globally Positioned                         -    Consistency

     Breadth Of Products And Geographical Diversity Drives Consistency

                             THE DEAL STRUCTURE

- -   Cash Tender - $44.50 Per Share
- -   Funded by:
    --  Debt
    --  Internally Generated Cash Flow
    --  Asset Sales
    --  Secondary Equity Offering
- -   Anticipated Closing - 12/31/98

                             Funding Available

                             EARNINGS PER SHARE

[BAR GRAPH SHOWING THE OVERALL POSITIVE PROJECTED EFFECTS OF EACH OF ALD'S
BUSINESS GROWTH, THE ADDITION OF THE AMP BUSINESS, THE LOSS OF GOODWILL,
THE LOSS DUE TO FINANCING AND THE GAINS ON DISPOSITIONS ON THE EARNINGS PER
SHARE OF A COMBINED ALD/AMP]

                                                         Equity
                                                         ------
                                                          Debt
                                                                            
$2.30 - $2.34   +$0.30 - $0.35    +$0.83     -$0.32     -$0.78       +$0.27         $2.60 - $2.65

1998            ALD Business      AMP        Goodwill   Financing    Gains on       1999
                Growth            Business                           Dispositions

[LINE GRAPH SHOWING A COMPARISON  OF THE PROJECTED  GROWTH RATE OF EARNINGS
PER SHARE OF ALD AND THE COMBINED ALD/AMP FROM 1998 TO 2001]

                                 Combined Includes
                                 Disposition Gains
ALD             $2.30 -$2.34            13%              15%            15%
COMBINED        $2.30 -$2.34            13%              15%            18%

                      1998             1999             2000           2001

                              No Net Dilution

                               FREE CASH FLOW

             [LINE GRAPH SHOWING A PROJECTED FREE CASH FLOW FOR
              ALD AND THE COMBINED ALD/AMP FROM 1998 TO 2001]

                                     Combined           ALD
                                     --------           ---
                     1998               $500            $500
                     1999               $500            $625
                     2000               $800            $780
                     2001             $1,300            $980

                             Improves Cash Flow

                              ALD DEBT/CAPITAL

       [BAR GRAPH SHOWING A PROJECTION OF ALD'S DEBT-TO-CAPTIAL RATIO
                   FROM DECEMBER 1998 TO DECEMBER 2001]

                       67%
          [Increase            [Decrease resulting from    47%
          resulting            contemplated 1998 asset
          from the             sales ($2B), proceeds of            39%
          incurrence           a contemplated 1998                         29%
21%       of $10.2B            equity offering ($1.5B),
          of debt]             free cash flow and
                               suspension of share
                               repurchase]
12/98                  12/98                               12/99   12/00   12/01
ALD                    Combined

                           Manageable Transaction

                           PORTFOLIO IMPROVEMENT

         1999                         1999                        2001
     (Without AMP)                 (With AMP)                (Includes AMP)

      [PIE GRAPH]                 [PIE GRAPH]                 [PIE GRAPH]

    High Growth     67%         High Growth     75%         High Growth     85%
    High Margin                 High Margin                 High Margin

         $16.5B                        $22B                        $26B

                         Accelerates Transformation

                             CONTINUED EVOLUTION OF ALLIED SIGNAL

- -    Market Leadership in High Margin Growth Businesses
- -    Broader, More Global, More Diverse
- -    Breadth of Markets
- -    Cost  Take-out Opportunities
- -    High Margin, High Growth Segments
- -    Enhanced Ability For Financial Consistency

               ALD And AMP Combine To Form A Premier Company

                                                               EXHIBIT 99.3

                        UNITED STATES DISTRICT COURT

                  FOR THE EASTERN DISTRICT OF PENNSYLVANIA

- ------------------------------------------x

ALLIEDSIGNAL CORPORATION,                 :
a Delaware Corporation,
P.O. Box 3000                             :
Morristown, NJ 07962-2496
                               Plaintiff, :

               - against -                :           C.A. No.  98-CV-4058

AMP, INC.,                                :
a Pennsylvania Corporation,
470 Friendship Road                       :
Harrisburg, PA 17111
                               Defendant. :

- ------------------------------------------x

                               COMPLAINT FOR
                     DECLARATORY AND INJUNCTIVE RELIEF
                     ---------------------------------

          Plaintiff AlliedSignal Corporation ("AlliedSignal"), by its
undersigned attorneys, as and for its Complaint, alleges upon knowledge
with respect to itself and its own acts, and upon information and belief as
to all other matters, as follows:

                            Nature of the Action
                            --------------------

          1. AlliedSignal has today announced that it will commence a
tender offer for the stock of defendant AMP, Inc. ("AMP") at $44.50 per
share, a price representing a premium of approximately 50% over the closing
trading price of AMP common stock on August 3, 1998. This action for
injunctive and declaratory relief is brought to ensure that AlliedSignal's
statutory and constitutional rights to make its tender offer to AMP
stockholders and to exercise its rights under the federal proxy rules are
protected, while also ensuring the rights of all AMP stockholders to
consider AlliedSignal's offer. AlliedSignal also seeks to prevent AMP from
manipulating or otherwise subverting the process of corporate democracy by
impermissibly taking action to frustrate the consent solicitation that
AlliedSignal will have to conduct to gain majority representation on the
AMP Board of Directors if AMP attempts to obstruct AlliedSignal's tender
offer. This action also seeks relief declaring AMP's so-called "dead hand"
poison pill to be inapplicable or legally impermissible.

                                  Parties
                                  -------

          2. Plaintiff AlliedSignal is a Delaware corporation with its
principal executive offices in Morristown, New Jersey. AlliedSignal is a
manufacturing company with operations in the aerospace, automotive and
engineered materials businesses. AlliedSignal's 1997 revenues were nearly
$15 billion. AlliedSignal is the beneficial owner of 100 shares of AMP
common stock.

          3. Defendant AMP is a Pennsylvania corporation with its principal
executive offices in Harrisburg, Pennsylvania. AMP designs, manufactures
and markets electronic, electrical and electro-optic connection devices,
interconnection systems and connector-intensive assemblies.

                           Jurisdiction and Venue
                           ----------------------

          4. This Court has jurisdiction over this action pursuant to 28
U.S.C. ss.ss. 1331, 1332 and 1367. The amount in controversy is in excess
of $75,000.

          5. Venue is proper in this District under 28 U.S.C. ss. 1391 (b)
and (c).

                            AlliedSignal's Offer
                            --------------------

          6. On July 29, 1998, AlliedSignal Chairman and Chief Executive
Officer ("CEO") Larry Bossidy telephoned AMP's CEO and President, William
J. Hudson, to determine whether AMP would be interested in pursuing a
business combination with AlliedSignal. Mr. Hudson was unavailable to speak
with Mr. Bossidy, and he did not thereafter return Mr. Bossidy's telephone
call.

          7. On July 30, 1998, Mr. Bossidy sent a letter to Mr. Hudson
proposing a combination of AlliedSignal and AMP. The letter stated that
AlliedSignal was prepared to offer $43.50 per share in cash for all of
AMP's outstanding shares, at a premium of approximately 50% over the market
value.

          8. AMP has not responded to Mr. Bossidy's July 30 letter.

          9. On August 4, 1998, AlliedSignal announced that it will
commence within five (5) business days a tender offer for the stock of
defendant AMP at $44.50 per share (the "Tender Offer"), which, as stated in
Mr. Bossidy's July 30, 1998 letter, represents approximately a 50% premium
over the closing trading price of AMP common stock on August 3, 1998. The
Tender Offer gives AMP shareholders the opportunity to accept the Offer if
they determine it is in their best interests. Upon consummation of the
Tender Offer, AlliedSignal intends to acquire the remaining shares of AMP
in a second-step merger in which AMP shareholders will receive $44.50 in
cash for each AMP share they own.

          10. AlliedSignal's Tender Offer and second-step merger cannot be
consummated unless the AMP Board -- voluntarily or by direction of a court
- -- removes or makes inapplicable various anti-takeover devices, including
AMP's "poison pill" and certain provisions of the Pennsylvania Business
Corporation Law ("PBCL").

          11. In light of AMP's failure to respond to AlliedSignal's July
30, 1998 letter, the current AMP Board cannot be expected to facilitate
AlliedSignal's Tender Offer and second-step merger, but can be expected,
instead, to maintain AMP's anti-takeover devices in place and actively
oppose the Tender Offer and merger. For this reason, AlliedSignal is
preparing to conduct a consent solicitation (the "Consent Solicitation") to
gain majority representation on the AMP Board of Directors by electing
individuals nominated by AlliedSignal who will support a sale of AMP to
AlliedSignal, subject to their fiduciary duties to AMP shareholders.

                        AMP's Anti-Takeover Devices
                        ---------------------------

          12. The "Dead Hand" Poison Pill. Foremost among the numerous
anti-takeover devices at AMP's disposal is its shareholders' "rights plan,"
better known as a "poison pill" (the "Poison Pill"). As part of the Poison
Pill, the Board authorized and declared a dividend of one common share
purchase right (a "Right") per outstanding share of common stock of AMP,
payable to shareholders of record as of the close of business on November
6, 1989.

          13. The Poison Pill provides that the Rights do not become
exercisable until ten business days following the first public announcement
that a person (an "Acquiring Person") has acquired beneficial ownership of
20% or more of the outstanding shares of AMP common stock (the "Stock
Acquisition Date"), at which time each holder of a Right, other than an
Acquiring Person, is entitled, upon exercise of the Right, to receive
common stock having a market value equal to two times the Purchase Price.
The effect of this provision (the "Flip-In Provision") thus would be a
massive dilution of the value of the holdings of an unwanted acquiror like
AlliedSignal.

          14. The Dead Hand Restriction. The Board may redeem the Poison
Pill until 10 business days after a person becomes an Acquiring Person. The
Board's ability to redeem the Rights, however, is purportedly restricted by
a provision of the Poison Pill that serves no purpose other than to
entrench the current Board (the "Dead Hand Restriction").

          15. Under the Dead Hand Restriction, redemption of the Poison
Pill requires the approval of a majority of Continuing Directors (i.e.,
members of the Board who are not Acquiring Persons or representatives of an
Acquiring Person, and either (x) were directors prior to the institution of
the Poison Pill or (y) are nominated by a majority of Continuing Directors)
if effected (i) after a person becomes an Acquiring Person but prior to the
expiration of a ten business day period, or (ii) after a change (resulting
from a proxy or consent solicitation) in a majority of the directors in
office at the time of the commencement of a proxy or consent solicitation.
Furthermore, the Dead Hand Restriction provides that the Poison Pill can be
amended only by Continuing Directors.

          16. Under the Dead Hand Restriction, directors, other than
Continuing Directors, elected pursuant to a consent or proxy solicitation
in which an Acquiring Person (or a person who intends to become an
Acquiring Person) participates, are purportedly without power or authority
to redeem the Rights so that the Tender Offer may go forward.

          17. Because the Dead Hand Restriction purports to prevent
newly-elected, insurgent-nominated directors from redeeming the Poison Pill
and thus removing a key obstacle to the accomplishment of the very purpose
for which they were elected, the Dead Hand Restriction effectively
disenfranchises shareholders. In effect, it denies the shareholders of AMP
the opportunity to replace the current Board and prevent any person
intending to become an Acquiring Person, such as AlliedSignal, from
soliciting votes to replace the current Board. It represents an intentional
effort by the Board to manipulate the corporate machinery so as to prevent
the effectiveness of a shareholder vote.

          18. The Pennsylvania Anti-Takeover Statutes. Among other
provisions, Defendant AMP also has the anti-takeover protections PBCL ss.
ss. 2551-2556 (the "Business Combination Statute").

          19. Under the Business Combination Statute, an interested
shareholder cannot engage in a business combination with AMP for five years
unless the acquisition of the shares or the business combination is
approved by the AMP Board before an "Interested Shareholder" becomes the
beneficial owner, directly or indirectly, of at least 20% of AMP's shares.

          20. The Business Combination Statutes will delay or make more
difficult acquisitions or changes of control of AMP, have the effect of
preventing changes in the management of AMP, and make it more difficult to
accomplish transactions which AMP shareholders may otherwise deem to be in
their best interests.

          21. Fixing the Consent Solicitation Record Date. AlliedSignal
cannot obtain shareholder consents to its proposals without a record date
for the determination of the shareholders entitled to vote on the
proposals. AMP's by-laws (the "By-laws") provide that any shareholder
seeking to have shareholders take action by consent must, by written
notice, request that the Board fix a record date. The By-laws require the
Board to fix the record date no later than 10 days after receipt of the
request. (If not fixed within 10 days, the record date will be the day on
which the first consent is received by the company.)

          22. It is anticipated that the Board will seek to delay
shareholder consent action on AlliedSignal's proposals by fixing a record
date outside the required time period to impede its shareholders from
exercising their franchise.

                           First Claim for Relief
                           ----------------------
                (Declaratory Judgment and Injunctive Relief)

          23. Plaintiff repeats and realleges the allegations contained in
each of the preceding paragraphs as if fully set forth herein.

          24. Fixing a record date beyond the required ten (10) days would
violate AMP's Articles and By-laws and constitute an illegal interference
with the shareholder franchise, in violation of the PBCL and fundamental
principles of corporate governance.

          25. Plaintiffs have no adequate remedy at law.

                          Second Claim for Relief
                          -----------------------
                           (Declaratory Judgment)

          26. Plaintiff repeats and realleges the allegations contained in
each of the preceding paragraphs as if fully set forth herein.

          27. The Dead Hand Restriction is invalid per se under
Pennsylvania statutory law, in that it purports to limit the discretion of
future Boards of AMP by denying any directors other than the Continuing
Directors the power or authority to redeem the Poison Pill so that the
Tender Offer and Merger may go forward. PBCL ss. 1721 requires that any
such limitation on Board discretion be set forth in a by-law adopted by the
shareholders. Since the shareholders of AMP have adopted no such by-law
provision, the Board was without power to so limit the discretion of future
Boards of AMP by adopting the Dead Hand Restriction.

          28. Moreover, PBCL ss. 1729 provides that unless otherwise
provided in a by-law adopted by the shareholders, every director shall be
entitled to one vote. The Dead Hand Restriction creates different classes
of directors with different voting rights -- those who have the power to
redeem the Poison Pill, and those who do not. Since the shareholders of AMP
have adopted no by-law provision creating such distinctions in the voting
powers of directors, the Board was without power to adopt the Dead Hand
Restriction.

          29. Additionally, the Dead Hand Restriction is invalid under
AMP's By-laws. Under Section 2.1 of AMP's By-laws, the power to manage the
business and affairs of the Corporation is broadly vested in its duly
elected board of directors. Insofar as the Dead Hand Restriction purports
to restrict the power of AMP's Board to redeem or amend the Poison Pill, it
conflicts with Section 2.1 of AMP's By-laws and is therefore of no cause or
effect.

          30. Furthermore, the Dead Hand Restriction purposefully
interferes with the shareholder voting franchise without any compelling
justification. Moreover, the Dead Hand Restriction is an unreasonable and
disproportionate defensive measure, because it either precludes or
materially abridges the shareholders' rights to receive tender offers and
wage proxy contests to replace the Board.

                           Third Claim for Relief
                           ----------------------
                           (Declaratory Judgment)

          31. Plaintiff repeats and realleges the allegations contained in
each of the preceding paragraphs as if fully set forth herein.

          32. To the extent that the Dead Hand Restriction and other
anti-takeover devices that preclude tender offers and consent solicitations
are permitted under Pennsylvania law, such law is unconstitutional under
the Commerce Clause because it impermissibly burdens interstate commerce
far in excess of local benefits. The Dead Hand Restriction renders futile
the Consent Solicitation and other contests for corporate control, because
the shareholders will be powerless to elect a board that is both willing
and able to accept an insurgent's bid. If Pennsylvania law is deemed to
permit the Dead Hand Restriction, such law thus gives a Pennsylvania
corporation's pre-existing board of directors a de facto veto power over
tender offers and mergers, and therefore thwarts shareholder democracy and
impermissibly burdens interstate commerce.

          33. To the extent the Dead Hand Restriction is permissible under
Pennsylvania law, such law injures and will continue to injure Plaintiff
because it deprives Plaintiff of its right to proceed with its Proposed
Business Combination.

                          Fourth Claim for Relief
                          -----------------------
                           (Declaratory Judgment)

          34. Plaintiff repeats and realleges the allegations contained in
each of the preceding paragraphs as if fully set forth herein.

          35. To the extent that the Dead Hand Restriction and other
anti-takeover devices that preclude tender offers and consent solicitations
are permitted under Pennsylvania law, such law is preempted by the Williams
Act and thereby violates the Supremacy Clause of the United States
Constitution. It frustrates the full purpose and objectives of Congress in
enacting the Williams Act by: (a) giving intransigent management the
ability to defeat a noncoercive proposal without a vote by shareholders,
(b) impermissibly tilting the balance between management and a potential
acquirer in the context of a noncoercive proposal, and (c) depriving
Plaintiff of its right to have AMP shareholders consider the Proposed
Business Combination under federal law.

          36. To the extent the Dead Hand Restriction is permissible under
Pennsylvania law, such law injures and will continue to injure Plaintiff
because it deprives Plaintiff of its right to proceed with its Proposed
Business Combination as contemplated by the Williams Act and other
applicable law.

                           Fifth Claim for Relief
                           ----------------------
                            (Injunctive Relief)

          37. Plaintiff repeats and realleges the allegations contained in
each of the preceding paragraphs as if fully set forth herein.

          38. The effect of AMP's anti-takeover devices is to frustrate and
impede the ability of AMP shareholders to decide for themselves whether
they wish to receive the benefits of the AlliedSignal Tender Offer and
proposed second-step merger. These devices unreasonably and inequitably
frustrate and impede the ability of AlliedSignal to proceed with its Tender
Offer and Consent Solicitation. The failure of AMP and its board to (i)
redeem the AMP Poison Pill or to amend the Poison Pill by removing the Dead
Hand Restriction, and (ii) adopt a resolution approving the AlliedSignal
Tender Offer for purposes of the Business Combination Statute is clearly a
breach of their fiduciary duty and thus a violation of Pennsylvania law.

          39. Plaintiff has no adequate remedy at law.

          WHEREFORE, plaintiff respectfully requests that this Court enter
judgment against Defendant, as follows:

          A. Declaring pursuant to the Declaratory Judgment Act, 28 U.S.C.
ss. 2201(a), that:

                    (a) if the Board should fail to fix a record date for
the Consent Solicitation within 10 days of its receipt of AlliedSignal's
written notice requesting such a record date, the record date for the
Consent Solicitation shall be the date such written notice is delivered to
AMP in accordance with AMP's By-laws;

                    (b) the fixing of a record date more than ten (10) days
after the date of AlliedSignal's written notice is impermissible because it
would effectively prevent AMP's shareholders from exercising their
franchise;

                    (c) the Dead Hand Restriction is inapplicable or, to
the extent applicable, is in violation of Pennsylvania law and the
fiduciary duties owed to AlliedSignal and all other AMP shareholders;

                    (d) to the extent Pennsylvania law authorizes the Dead
Hand Restriction, it (i) constitutes an impermissible burden on interstate
commerce in violation of the Commerce Clause of the United States
Constitution, and (ii) is preempted by the Williams Act and therefore
unconstitutional under the Supremacy Clause of the United States
Constitution; and

                    (e) AlliedSignal's tender offer and consent
solicitation comply with all applicable laws, obligations and agreements.

          B. Preliminarily and permanently enjoining the Defendant, its
directors, officers, partners, employees, agents, subsidiaries and
affiliates, and all other persons acting in concert with or on behalf of
the Defendant directly or indirectly, from:

                    (a) fixing a record date for determining the
shareholders entitled to vote on the proposals in AlliedSignal's Consent
Solicitation more than ten (10) days after the date of AlliedSignal's
written notice;

                    (b) increasing the size of AMP's Board and filling the
new seats with Board nominees after commencement of AlliedSignal's Consent
Solicitation;

                    (c) refusing to redeem AMP's Poison Pill or amending
the Poison Pill so as to make the Rights inapplicable to AlliedSignal's
Tender Offer, and refusing to grant prior approval of the Tender Offer and
Merger for purposes of the Pennsylvania Business Combination Statute;

                    (d) amending its By-laws to in any way impede the
effective exercise of the stockholder franchise; or

                    (e) taking any other steps to impede or frustrate the
ability of AMP's shareholders to consider or make their own determination
as to whether to accept the terms of AlliedSignal's Tender Offer and the
proposals in AlliedSignal's Consent Solicitation, or taking any other
action to thwart or interfere with the Tender Offer or Consent
Solicitation.

          C. Granting compensatory damages for all incidental injuries
suffered as a result of defendant's unlawful conduct.

          D. Awarding plaintiff the costs and disbursements of this action,
including attorney's fees.

          E. Granting plaintiff such other and further relief as the court
deems just and proper.

                                          /s/ Alexander R. Sussman/JAOC
                                          -------------------------------
                                          Alexander R. Sussman
                                          Barry G. Sher
                                          Fried, Frank, Harris, Shriver & 
                                             Jacobson
                                          One New York Plaza
                                          New York, NY  10004
                                          (212) 859-8000

                                                        and

                                          /s/ Mary A. McLaughlin/JAOC
                                          -------------------------------
                                          Mary A. McLaughlin
                                          George G. Gordon
                                          Dechert, Price & Rhoads
                                          4000 Bell Atlantic Tower
                                          1717 Arch Street
                                          Philadelphia, PA  19103
                                          (215) 994-4000

                                          Attorneys for Plaintiff

DATED:  August 4, 1998

                           CERTIFICATE OF SERVICE
                           ----------------------

          I hereby certify that I caused this day the foregoing Complaint
for Declaratory and Injunctive Relief to be served on the following by
Federal Express:

                           Charles Goonrey, Esq.
                           General Counsel
                           AMP Incorporated
                           47 Friendship Road
                           Harrisburg, PA 17111

                                              /s/ Joseph A. O'Connor
                                              ----------------------------
Dated: August 4, 1998                         Joseph A. O'Connor, Esq.