SCHEDULE 14A INFORMATION

                Consent Statement Pursuant to Section 14(A)
                  of the Securities Exchange Act of 1934

Filed by the Registrant  [ ]
Filed by a Party other than the Registrant [X]
Check the appropriate box:
[ ]   Preliminary Consent Statement
[ ]   Confidential,  for Use of the Commission Only (as Permitted by Rule
        14a-6(e)(2))
[ ]   Definitive Consent Statement
[X]   Definitive Additional Materials
[X]   Soliciting Material Pursuant to ss. 240.14a-11(c) or ss. 240.14a-12
                              AMP INCORPORATED
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              (Name of Registrant as Specified in Its Charter)
                             ALLIEDSIGNAL INC.
                        PMA ACQUISITION CORPORATION
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   (Name of Person(s) Filing Consent Statement, if other than Registrant)
Payment of Filing Fee (Check the appropriate box):
[X]  No Fee required.
[ ]  Fee computed on table below per Exchange Act Rules 14a-6(i) (1) and 0-11:
     1)   Title of each class of securities to which transaction applies:

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     2)   Aggregate number of securities to which transaction applies:

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     3)   Per unit price or other underlying transaction computed  pursuant to
          Exchange Act Rule 0-11 (set forth the amount on which the filing fee
          is calculated and state how it was determined):

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     4)   Proposed maximum aggregate value of transaction:

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     5)   Total fee paid:

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[ ]  Fee paid previously with preliminary materials.
[ ]  Check box if any part of  the fee is  offset as provided  by Exchange  Act
     Rule  0-11(a)(2)  and identify the filing for which the offsetting fee was
     paid  previously.  Identify the previous filing by registration  statement
     number, or the Form or Schedule and the date of its filing.
     1)   Amount Previously Paid:

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     2)   Form, Schedule or Registration Statement No.:

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     3)   Filing Party:

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     4)   Date Filed:

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                   Preliminary Copy -- Subject to Completion
                                                            EXHIBIT I

                         [AlliedSignal Letterhead]

                                                            August 17, 1998

AMP Incorporated
470 Friendship Road
Harrisburg, PA  17111

Attention:  David F. Henschel, Corporate Secretary
            and Associate General Legal Counsel

Dear Mr. Henschel:

     On August  10,  1998,  PMA  Acquisition  Corporation,  a wholly  owned
subsidiary of AlliedSignal Inc., commenced a tender offer to acquire all of
the  outstanding  shares of the Common Stock of AMP  Incorporated at $44.50
per share (the "Tender Offer"), and indicated that if AMP failed to respond
favorably  that  AlliedSignal  intends to commence a  solicitation  for the
following purposes:

          (i) to amend  Section  2.2 of Article II of the Company
          By-laws to fix the number of  directors  of the Company
          at  twenty-eight;  (ii) to amend Section 2.4 of Article
          II of the  Company  By-laws  to  permit  the  Company's
          shareholders  to fill vacancies on the on the Company's
          Board of  Directors  (the  "Company  Board");  (iii) to
          amend  Section  1.54.3  of  Article  II of the  Company
          By-laws to clarify that  nominations  of directors  for
          election  by written  consent of  shareholders  are not
          subject to the advance  notification  provisions of the
          Company  By-laws;  (iv)  to  elect  Hans  W.  Becherer,
          Lawrence  A.  Bossidy,  Ann M. Fudge,  Paul X.  Kelley,
          Peter  M.  Kreindler,  Robert  P.  Luciano,  Robert  B.
          Palmer, Russell E. Palmer, Frederic M. Poses, Donald J.
          Redlinger,  Ivan G. Seidenberg,  Andrew C. Sigler, John
          R. Stafford,  Thomas P.  Stafford,  Richard F. Wallman,
          Robert C. Winters and Henry T. Yang (the "Nominees") to
          serve as directors  of the  Company;  and (v) to repeal
          each provision of the Company  By-laws or  amendment(s)
          thereto  adopted  subsequent to July 22, 1998 and prior
          to the  effectiveness  of the foregoing  amendments and
          the  seating  of a  sufficient  number of  Nominees  to
          constitute  a  majority  of  the  Company   Board  (the
          "Consent Solicitation").

     AlliedSignal  is the  beneficial  holder  of 100  shares  of AMP  (the
"Shares").  Enclosed is the request of Cede & Co., the record holder of the
Shares, in which Cede demands,  on behalf of AlliedSignal and in connection
with the Tender Offer and Consent Solicitation,  the right to inspect AMP's
share register and other items, and to make and receive copies and extracts
therefrom.  This  request  is made  pursuant  to: (i)  Section  1508 of the
Pennsylvania  Business  Corporation  Law of 1988,  as amended (the "PBCL");
(ii)  the  common  law of  the  Commonwealth  of  Pennsylvania;  and  (iii)
governing  precedents of the United States  District  Court for the Eastern
District of  Pennsylvania.  Please note that in the event that the transfer
agent for the Shares  has acted  pursuant  to  AlliedSignal's  request  and
transferred  the Shares into  AlliedSignal's  name, the attached  demand is
hereby  incorporated by reference into this letter and made by AlliedSignal
directly, as record holder of the Shares.

     In accordance with Section 1508(c) of the PBCL, a reply to this letter
is required within five (5) business days after the receipt hereof.

     If you have any questions,  please call Peter Kreindler,  Esq., Senior
Vice  President,  General Counsel and Secretary of  AlliedSignal,  at (973)
455-5513.

                                    Very truly yours,

                                     /s/ Jay B. Stephens, Esq.
                                    -----------------------------------
                                    Jay B. Stephens, Esq.
                                    Deputy General Counsel,
                                    Litigation and Regulatory Affairs

Enclosure
                                                            EXHIBIT II

                                 Cede & Co.
                      c/o The Depository Trust Company
                              55 Water Street
                             New York, NY 10041

                                                            August 17, 1998

VIA FACSIMILE AND HAND DELIVERY
- -------------------------------

AMP Incorporated
470 Friendship Road
Harrisburg, PA  17111

Attention:  David F. Henschel, Corporate Secretary
            and Associate General Legal Counsel

Dear Mr. Henschel:

     Cede & Co.  ("Cede"),  the  nominee of The  Depository  Trust  Company
("DTC"),  is a holder of record of  shares  of common  stock,  without  par
value, of AMP Incorporated, a Pennsylvania corporation (the "Company") (all
outstanding  shares of such stock  being  collectively  referred  to as the
"Common Stock").  DTC is informed by its  participant,  The Chase Manhattan
Bank (the "Participant"),  that on the date hereof, 100 of such shares (the
"Shares")  credited to Participant's DTC account are beneficially  owned by
AlliedSignal Inc., a Delaware corporation  ("AlliedSignal"),  a customer of
Participant.

     At the request of  Participant,  on behalf of  AlliedSignal,  Cede, as
holder of record of the  Shares and  pursuant  to (i)  Section  1508 of the
Pennsylvania Business Corporation Law of 1988, as amended (the "PBCL"), and
(ii) the common law of the Commonwealth of Pennsylvania, hereby demands the
right for  AlliedSignal  and its  agents to  inspect  the  Company's  share
register  and to make and receive  copies and  extracts  therefrom,  and to
inspect the following  records and documents of the Company and to make and
receive copies or extracts  therefrom,  during the Company's usual hours of
business:

     1. A complete record or list, in alphabetical order, of the holders of
the Company's Common Stock (the  "Shareholders"),  certified by the Company
or its transfer agent, showing the name, account number and address of each
Shareholder and the number of shares of Common Stock registered in the name
of each Shareholder as of the most recent date available.

     2. A magnetic computer tape list of the  Shareholders,  as of the most
recent date available,  showing the name,  account number,  address of, and
number of shares of Common Stock held by each  Shareholder,  such  computer
processing data as is necessary to make use of such magnetic computer tape,
and a printout of such magnetic computer tape for verification purposes.

     3. All information in or which comes into the Company's  possession or
control,  or which can  reasonably be obtained from nominees of any central
certificate  depository  system,  any bank,  broker  or any other  nominees
concerning the names, addresses and number of shares of Common Stock of the
actual beneficial owners of the Company's Common Stock, including,  without
limitation:  (i) a breakdown of any such holdings in the name of Cede & Co.
and any other similar securities  depository or nominees;  (ii) all omnibus
proxies and all "Weekly Security  Position Listing Daily Closing  Balances"
reports  issued  by  DTC  (and   authorization  for  Morrow  &  Co.,  Inc.,
information agent, to receive such reports  directly);  and (iii) a list or
lists containing the name, address and number of shares attributable to any
participant  in any Company  employee stock  ownership or comparable  plan,
name of the trustee and methodology for voting said plans and the method by
which AlliedSignal or its agents and  representatives  may communicate with
such participants.

     4. All information in or which comes into the Company's or its agents'
or  representatives'  possession  or control,  or which can  reasonably  be
obtained from brokers, dealers, banks, clearing agencies or voting trustees
relating to the names of the non-objecting beneficial owners and consenting
beneficial owners of the shares of Common Stock in the format of a printout
in  descending  order  balance,  magnetic  computer  tape and such computer
processing data as is necessary to make use of such magnetic computer tape,
and a printout of such  magnetic  computer tape for  verification  purposes
(such  information is readily  available to the Company under Rule 14b-1(b)
of the  Securities  Exchange  Act of 1934,  as amended,  from A.D.P.  Proxy
Services).

     5.  All  daily  transfer  sheets  showing  changes  in the list of the
shareholders of the Company  referred to above that are in or come into the
possession or control of the Company or its transfer  agent or other agents
or  representatives,  or which can  reasonably  be obtained  from  brokers,
dealers,  banks,  clearing  agencies or voting  trustees or their nominees,
from the date of the  Shareholder  lists  referred to in paragraphs 1 and 2
above  to the  expiration  of the  tender  offer  for all of the  Company's
outstanding shares, announced on August 4, 1998 and commenced on August 10,
1998 (the "Tender Offer").

     6. A stop list or stop lists relating to the shares of Common Stock of
the Company and any  changes,  corrections,  and  additions to or deletions
from such list, from the date of the Shareholder lists referred to above to
the expiration of the Tender Offer.

     7. All information in the Company's  possession or control or that can
reasonably be obtained from nominees of any central certificate  depositary
system  concerning the number and identity of the actual  beneficial owners
of the Common  Stock  including a breakdown  of any holdings in the name of
nominees.

     8. A list,  as of the most  recent date  available,  of all holders of
1,000 or more shares of Common Stock arranged in descending order by number
of shares,  and including the name, address and account number of each such
Shareholder.

     9. All respondent  bank lists and omnibus proxies for such lists (such
information  is readily  available  to the Company  under Rule 14b-2 of the
Securities Exchange Act of 1934).

     10. The  information  and records  specified in paragraphs 1 through 9
above,  as of any record  date for  shareholder  action set by the Board of
Directors of the Company, by operation of law or otherwise.

     At the request of  Participant,  on behalf of  AlliedSignal,  Cede, as
holder of record of the Shares,  further hereby demands that modifications,
additions  to or  deletions  from any and all  information  referred  to in
paragraphs 1 through 10 above be immediately  furnished to  AlliedSignal as
such modifications,  additions or deletions become available to the Company
or its agents or  representatives,  through expiration of the Tender Offer,
and that the  information  and records  specified  in  paragraph 1 above be
furnished on a weekly basis until the expiration of the Tender Offer.

     AlliedSignal has designated and authorized and Cede hereby  designates
and authorizes  AlliedSignal's  attorneys,  Fried, Frank, Harris, Shriver &
Jacobson and Dechert Price & Rhoads,  and its information  agent,  Morrow &
Co., Inc., and any of their respective partners, officers and employees and
any other persons to be designated by them,  acting together,  singly or in
combination,  to conduct as its agents,  the  inspection and copying herein
requested.  Cede also hereby authorizes and requests the Company to deliver
the reports referred to in paragraph 3 above to Morrow & Co., Inc. directly
at 909 Third Avenue,  20th Floor,  New York, NY 10022.  A verified power of
attorney is attached hereto.

     Cede has been advised by Participant, on behalf of AlliedSignal,  that
AlliedSignal  will  bear  the  reasonable  costs  incurred  by the  Company
including those of its transfer agent(s) or registrar(s) in connection with
the production of the information  demanded.  Cede also has been advised by
Participant that  AlliedSignal will forego the demand for inspection if the
Company will  voluntarily  furnish to  AlliedSignal  all of the information
requested above.

     Cede has been advised by  Participant  that the purpose of this demand
is, among other things,  to permit  AlliedSignal to communicate  with other
Shareholders of the Company on matters  relating to their mutual  interests
as Shareholders,  including, but not limited to: (i) communication with the
Company's Shareholders in order to solicit offers from such Shareholders to
tender their Common Stock  (including the associated  Common Stock Purchase
Rights)  pursuant  to the  Tender  Offer;  and  (ii)  the  solicitation  by
AlliedSignal  of written  stockholder  consents  from holders of the Common
Stock for purposes of, among other things,  amending the Company's  by-laws
to  facilitate  the  addition  of  directors  to  the  Company's  Board  of
Directors, pursuant to Article 1, Section 1.7.2 of the Company's by-laws.

     A reply to this letter is required within five (5) business days after
the receipt hereof in accordance with Section  1508(c) of the PBCL.  Please
advise Peter Kreindler,  Esq.,  Senior Vice President,  General Counsel and
Secretary of  AlliedSignal  at (973)  455-5513 and  Frederick  Marquardt of
Morrow & Co.,  Inc.  at (212)  754-8000  when and where the items  demanded
above will be made available.

     While Cede is furnishing  this request as the shareholder of record of
the Shares, it does so only at the request of the Participant,  and only as
a nominal  party for the true  party in  interest,  AlliedSignal.  Cede and
Participant  have no interest in this matter other than to take those steps
which are necessary to ensure that AlliedSignal is not denied its rights as
the  beneficial  owner of the Shares,  and Cede and  Participant  assume no
further responsibility in this matter.

     Please acknowledge receipt of this letter by signing the enclosed copy
of this letter in the place indicated below and returning it to the waiting
messenger.

                                    Very truly yours,

                                    CEDE & CO.

                                    By: /s/ Gary LaCara
                                       -------------------------
                                       Gary LaCara, Partner

Receipt is hereby acknowledged
this ___ day of August, 1998.

AMP, INC.

By:
   --------------------------

Title:
      -----------------------

                                VERIFICATION
                                ------------

          I,  _________________,  hereby affirm that the facts set forth in
the  foregoing  demand are true and  correct  to the best of my  knowledge,
information  and  belief.  I have made  this  verification  subject  to the
penalties  of 18  Pa.  Cons.  Stat.  Ann.  ss.  4904  relating  to  unsworn
falsification to authorities.

                                    -----------------------------
                                                            EXHIBIT III

                         VERIFIED POWER OF ATTORNEY
                         --------------------------

          KNOW  ALL  MEN  BY  THESE   PRESENTS   THAT   AlliedSignal   Inc.
("AlliedSignal"),  which  beneficially  owns 100 shares of common  stock of
AMP, Inc.  ("AMP"),  does hereby appoint Fried,  Frank,  Harris,  Shriver &
Jacobson,  Dechert Price & Rhoads, and Morrow & Co., Inc., and any of their
respective  partners,  officers and  employees  and any other persons to be
designated by them, as AlliedSignal's true and lawful attorneys, for it and
on its behalf, and in its name, to examine,  and to make copies or extracts
of, any corporate books and records,  including the share register, of AMP,
as existing on the date of  inspection,  and any other items made available
to AlliedSignal by AMP, as fully as AlliedSignal could do itself.

          AlliedSignal  hereby  ratifies  and  confirms  all  that its said
attorneys shall do, or cause to be done, by virtue of these presents.  This
Verified  Power of  Attorney  is  verified  and also  made  subject  to the
penalties of 18 Pa. C.S.A. ss. 4904 relating to unsworn  falsifications  to
authorities.

          IN WITNESS  WHEREOF,  AlliedSignal has set its hand and seal this
14th day of August, 1998.

                                    ALLIEDSIGNAL INC.

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

WITNESS:

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

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

Sworn to and Subscribed
before me this __day
of August, 1998.

- -------------------------------
Notary Public
My Commission Expires: