As filed with the Securities and Exchange Commission on October 17, 1996

                                         Registration No. 33-64245
    
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                SECURITIES AND EXCHANGE COMMISSION
                      WASHINGTON, D.C. 20549

                      AMENDMENT NO. 1 TO
                            FORM S-3
                     REGISTRATION STATEMENT
                             UNDER
                   THE SECURITIES ACT OF 1933
    
                       AlliedSignal Inc.
     (Exact name of registrant as specified in its charter)

          Delaware                                        22-2640650
 -----------------------------                        -------------------
 (State or other jurisdiction                        (I.R.S. Employer
of incorporation or organization)                  Identification Number)

      P.O. Box 4000
  Morristown, New Jersey                                 07962-2497
- ---------------------------------------               ----------------
(Address of Principal Executive Offices)                 (Zip Code)

                    PETER M. KREINDLER, ESQ.
      Senior Vice President, General Counsel and Secretary
                       AlliedSignal Inc.
                       101 Columbia Road
             Morris Township, New Jersey 07962-2497
            (Name and address of agent for service)
                        (201) 455-2000
       (Telephone number, including area code of agent for service)

     APPROXIMATE DATE OF COMMENCEMENT OF PROPOSED SALE TO THE PUBLIC:  FROM
TIME TO TIME AFTER THE EEFFECTIVE DATE OF THIS REGISTRATION STATEMENT.

     IF THE ONLY SECURITIES BEING REGISTERED ON THIS FORM ARE BEING OFFERED
PURSUANT TO DIVIDEND OR INTEREST REINVESTMENT PLANS, PLEASE CHECK THE
FOLLOWING BOX. [ ]

    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.  [X]

    IF THIS FORM IS FILED TO REGISTER ADDITIONAL SECURITIES FOR AN OFFERING
PURSUANT TO RULE 462(b) UNDER THE SECURITIES ACT, PLEASE CHECK THE
FOLLOWING BOX AND LIST THE SECURITIES ACT REGISTRATION STATEMENT NUMBER OF
THE EARLIER EFFECTIVE REGISTRATION STATEMENT FOR THE SAME OFFERING.  [ ]

    IF THIS FORM IS A POST-EFFECTIVE AMENDMENT FILED PURSUANT TO RULE
462(c) UNDER THE SECURITIES ACT, CHECK THE FOLLOWING BOX AND LIST THE
SECURITIES ACT REGISTRATION STATEMENT NUMBER OF THE EARLIER EFFECTIVE
REGISTRATION STATEMENT FOR THE SAME OFFERING.  [ ]

     IF DELIVERY OF THE PROSPECTUS IS EXPECTED TO BE MADE PURSUANT TO RULE
434, PLEASE CHECK THE FOLLOWING BOX.  [X]

                                ----------------
   
                CALCULATION OF REGISTRATION FEE
                                   Proposed    Proposed        
Title of each class                maximum     maximum         
      of                           offering   aggregate    Amount of
   securities        Amount to be   price      offering   registrati
     to be            registered     per      price (1)     on fee
   registered                      unit (1)  

Debt Securities    493,000,000(2)    100%    $493,000,000  $170,000.00

(1)  Estimated solely for the purpose of this calculation.

(2)  In U.S. dollars or the equivalent thereof in another currency or
composite currencies.

     THE REGISTRANT HEREBY AMENDS THIS REGISTRATION STATEMENT ON SUCH DATE OR
DATES AS MAY BE NECESSARY TO DELAY ITS EFFECTIVE DATE UNTIL THE REGISTRANT 
SHALL FILE A FURTHER AMENDMENT WHICH SPECIFICALLY STATES THAT THIS
REGISTRATION STATEMENT SHALL THEREAFTER BECOME EFFECTIVE IN ACCORDANCE WITH
SECTION 8(a) OF THE SECURITIES ACT OF 1933 OR UNTIL THE REGISTRATION
STATEMENT SHALL BECOME EFFECTIVE ON SUCH DATE AS THE COMMISSION, ACTING
PURSUANT TO SAID SECTION 8(a), MAY DETERMINE.

     INFORMATION CONTAINED HEREIN IS SUBJECT TO COMPLETION OR AMENDMENT.  A
REGISTRATION STATEMENT RELATING TO THESE SECURITIES HAS BEEN FILED WITH THE
SECURITIES AND EXCHANGE COMMISSION.  THESE SECURITIES MAY NOT BE SOLD NOR MAY
OFFERS TO BUY BE ACCEPTED PRIOR TO THE TIME THE REGISTRATION STATEMENT
BECOMES EFFECTIVE.  THIS PROSPECTUS SHALL NOT CONSTITUTE AN OFFER TO SELL OR
THE SOLICITATION OF AN OFFER TO BUY NOR SHALL THERE BE ANY SALE OF THESE
SECURITIES IN ANY STATE IN WHICH SUCH OFFER, SOLICITATION OR SALE WOULD BE 
UNLAWFUL PRIOR TO REGISTRATION OR QUALIFICATION UNDER THE SECURITIES LAWS OF
ANY SUCH STATE.

PROSPECTUS

                               $493,000,000

                                  [Logo]

                             AlliedSignal Inc.

                             Debt Securities

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   This Prospectus covers debt securities (the "Debt Securities") to  be
issued  for  proceeds of up to $493,000,000 (or the equivalent  in  foreign
denominated currency or composite currencies) which AlliedSignal Inc.  (the
"Company")  may  issue from time to time in one or more  series.  The  Debt
Securities will be offered directly, or through agents designated from time
to  time,  or through broker-dealers or underwriters also to be designated.
The  Debt  Securities will be offered to the public on terms determined  by
market conditions at the time of sale. The Debt Securities may be sold  for
U.S.  dollars,  foreign denominated currency or composite  currencies,  and
principal  of  and  any  interest on the Debt Securities  may  likewise  be
payable   in  U.S.  dollars,  foreign  denominated  currency  or  composite
currencies. The currency for which the Debt Securities may be purchased and
the  currency in which principal of and any interest on the Debt Securities
may be payable may be specifically designated by the Company.

      The designation, principal amount, offering price, maturity, interest
rate,  and redemption provisions, if any, of the Debt Securities,  and  the
name  of  each  agent, broker-dealer or underwriter, if any, in  connection
with  the  sale  of  the Debt Securities are set forth in the  accompanying
Prospectus Supplement (the "Prospectus Supplement").

      If  an  agent  of  the Company or a broker-dealer or  underwriter  is
involved  in  the  sale  of the Debt Securities in respect  of  which  this
Prospectus is being delivered, the agent's commission or broker-dealer's or
underwriter's discount will be set forth in, or may be calculated from, the
Prospectus  Supplement. The proceeds to the Company will  be  the  purchase
price  in  the  case  of sale through an agent or a broker-dealer  and  the
public  offering  price  in the case of sale through  an  underwriter.  Net
proceeds to the Company will be the purchase price less commission  in  the
case of an agent, the purchase price in the case of a broker-dealer and the
public offering price less discount in the case of an underwriter, less, in
each case, other issuance expenses. See "Plan of Distribution" for possible
indemnification arrangements for agents, broker-dealers and underwriters.

                               -----------
     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 ----------, 1995.

           No  dealer, salesman or other person has been authorized to give
any  information or make any representation, other than those contained  in
this  Prospectus, including the Prospectus Supplement, in  connection  with
the  offer  made  by  this  Prospectus, and, if given  or  made,  any  such
information  or  representation must not be  relied  upon  as  having  been
authorized  by  the Company or the agents, broker-dealers or  underwriters.
Neither the delivery of this Prospectus nor any sale made hereunder  shall,
under  any  circumstances, create an implication that  there  has  been  no
change  in  the  affairs  of  the  Company  since  the  date  hereof.  This
Prospectus,  including the Prospectus Supplement, does  not  constitute  an
offer or solicitation by anyone in any jurisdiction in which such offer  or
solicitation is not authorized or in which the person making such offer  or
solicitation is not qualified to do so or to anyone to whom it is  unlawful
to make such offer or solicitation.

                   ------------------------------------
                          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  and other information with  the  Securities  and
Exchange Commission (the "Commission"). Reports, proxy statements and other
information  filed by the Company with the Commission can be inspected  and
copied  at the public reference facilities maintained by the Commission  at
450  Fifth Street, N.W., Washington, DC 20549 and at the following Regional
Offices of the Commission: 7 World Trade Center,  New York, New York 10048;
and Citicorp Center, 500 West  Madison  Street,  Suite  1400, Chicago,
Illinois 60661. Copies of such material can be obtained from the
Public Reference Section of the Commission, 450 Fifth Street, N.W.,
Washington, DC 20549, at prescribed rates. Such reports, proxy  statements
and other information  of  the  Company  should  also  be  available  for
inspection at the offices of the New York Stock Exchange Inc.,  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.

   
     The Company has filed with the Commission a Registration Statement on
Form S-3 (including all amendments thereto, the "Registration Statement")
under the Securities Act of 1933, as amended, with respect to the Debt
Securities.  As permitted by the rules and regulations of the Commission, 
this Prospectus does not contain all the information set forth in the 
Registration Statement and the exhibits thereto and to which reference is
hereby made.
    
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             INCORPORATION OF CERTAIN DOCUMENTS BY REFERENCE

      The following documents filed with the Commission by the Company  are
incorporated by reference in this Prospectus:

      (1)  the  Company's  Annual Report on Form 10-K for  the  year  ended
December 31, 1995;

      (2)  the  Company's Quarterly Reports on Form 10-Q for  the  quarters
ended March 31 and June 30, 1996; and

      (3)  the Company's Current Reports on Form 8-K filed on February 29 and
April 26, 1996.

   
      All  reports  and  other documents filed by the Company  pursuant  to
Sections 13(a), 13(c), 14 or 15(d) of the Securities Exchange Act  of  1934
after  the  date  of  this Prospectus and prior to the termination  of  the
offering  of  the  Debt Securities shall be deemed to  be  incorporated  by
reference in this Prospectus and to be part hereof from the date of  filing
of  such documents.  Any statement contained in a document incorporated  or
deemed  to  be  incorporated  by reference  herein  shall  be  modified  or
superseded  for purposes of this Prospectus to the extent that a  statement
contained  herein, or contained in the accompanying Prospectus  Supplement,
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.

   
A COPY OF THE DOCUMENTS INCORPORATED BY REFERENCE (OTHER THAN EXHIBITS
THERETO) WILL BE FORWARDED WITHOUT CHARGE TO EACH PERSON TO WHOM THIS
PROSPECTUS IS DELIVERED, UPON SUCH PERSON'S WRITTEN OR ORAL REQUEST TO
ALLIEDSIGNAL INC., OFFICE OF THE SECRETARY, P.O. BOX 4000, MORRISTOWN, NEW
JERSEY 07962, TELEPHONE NUMBER (201)455-5067.

                               THE COMPANY

      The Company's operations are conducted under three business segments:
aerospace; automotive; and engineered materials. The Company's products are
used  by many major industries, including textiles, construction, plastics,
electronics, automotive, chemicals, housing, telecommunications, utilities,
packaging,   military  and  commercial  aviation  and  aerospace   and   in
agriculture and the space program.

      The  principal  executive offices of the Company are located  at  101
Columbia  Road, Morris Township, New Jersey 07962. The telephone number  is
201/455-2000.

   
                    RATIO OF EARNINGS TO FIXED CHARGES

        Six Months
          Ended
         June 30,               Years Ended December 31,
        1996   1995       1995    1994    1993     1992     1991
      --------------      ----    ----    ----     ----     ----
       6.76    6.00       6.18    6.02    4.71     3.27    (0.31)(a)

Ratio of earnings to fixed charges(b).

(a)  Includes  the effect of a provision for Streamlining and Restructuring
     charges as well as gains on asset sales by Union Texas resulting in  a
     net charge of $838 million (after-tax $615 million, of $2.25 a share).

(b)  The  ratio  of  earnings  to fixed charges is  generally  computed  by
     dividing  the  sum of net income (excluding the cumulative  effect  of
     accounting  changes in 1992 and 1993), income taxes and fixed  charges
     (net  of  capitalized interest) less undistributed  equity  income  by
     fixed   charges.    Fixed  charges  represent   gross   interest   and
     amortization of debt discount and expense and the interest  factor  of
     all rentals, consisting of an appropriate interest factor on operating
     leases.   The ratio also includes the Company's share of the  earnings
     and fixed charges of significant joint ventures.

                             USE OF PROCEEDS

     Except as may otherwise be disclosed in the Prospectus Supplement, the
net  proceeds  to  be  received  by the Company  from  sales  of  the  Debt
Securities  will be used for general corporate purposes which  may  include
working  capital,  capital  expenditures, stock repurchases,  repayment  of
borrowings and acquisitions.

                      DESCRIPTION OF DEBT SECURITIES
   
     The following statements are subject to the detailed provisions of the
Indenture  dated  as  of  October 1, 1985, as  supplemented  by  the  First
Supplemental  Indenture  dated as of February 1, 1991  and  by  the  Second
Supplemental  Indenture  dated as of -----------, 1996  (collectively,  the
"Indenture")  between  the Company and the Chase Manhattan  Bank  (National
Association), as trustee (the "Trustee"). References to particular sections
of the Indenture are noted below.

General

      The  Company  has issued debt securities in the principal  amount  of
$1,025,500,000 under the Indenture. The Indenture does not limit the amount
of  debt securities which may be issued thereunder. The Debt Securities  to
which  this  Prospectus  relates will be issued  from  time  to  time  with
aggregate  proceeds  of  up to $493,000,000 or the  equivalent  thereof  in
foreign  denominated currency or composite currencies, and will be  offered
to the public on terms determined by market conditions at the time of sale.
The  Debt Securities may be issued in one or more series with the  same  or
various maturities and may be sold at par or at an original issue discount.
Debt Securities sold at an original issue discount may bear no interest  or
interest at a rate which is below market rates. The Debt Securities will be
unsecured  and  issued  in fully registered form  without  coupons  or,  if
specified  in  the  applicable Prospectus Supplement, in bearer  form  with
coupons (Sections 301 and 302).

     Reference is made to the Prospectus Supplement for the following terms
to  the  extent they are applicable to the Debt Securities offered  hereby:
(i)  designation,  aggregate principal amount, denomination  and  currency;
(ii)  date  of  maturity;  (iii)  currency or  currencies  for  which  Debt
Securities  may be purchased and currency or currencies in which  principal
of  and  any  interest may be payable; (iv) if the currency for which  Debt
Securities  may be purchased or in which principal of and any interest  may
be  payable  is  at the purchaser's election, the manner in which  such  an
election  may be made; (v) interest rate; (vi) the times at which  interest
will be payable; (vii) redemption date and redemption price; (viii) federal
income  tax  consequences; and (ix) any other specific terms  of  the  Debt
Securities.

Covenants Contained in Indenture

      The  Company  will  covenant not to issue, assume  or  guarantee  any
indebtedness  for  borrowed  money secured by liens  on  (a)  any  property
located  in the United States which is (i) in the opinion of the  Board  of
Directors,  a  principal manufacturing property or  (ii)  an  oil,  gas  or
mineral  producing  property,  or  (b)  any  shares  of  capital  stock  or
indebtedness  of any subsidiary owning such property, without  equally  and
ratably  securing  the  Debt  Securities,  subject  to  certain  exceptions
specified  in  the  Indenture. Exceptions include: (1)  existing  liens  on
property  of the Company or liens on property of corporations at  the  time
such  corporations become subsidiaries of or are merged with  the  Company;
(2)  liens  existing on property when acquired, or incurred to finance  the
purchase price thereof; (3) certain liens on property to secure the cost of
exploration, drilling or development of, or improvements on, such property;
(4)  certain  liens in favor of or required by contracts with  governmental
entities;  and  (5) indebtedness secured by liens otherwise  prohibited  by
such covenant not exceeding 10% of the consolidated net tangible assets  of
the  Company  and its consolidated subsidiaries. Transfers of oil,  gas  or
other  minerals in place for a period of time until the transferee receives
a  specified  amount  of money or of such minerals or any  other  transfers
commonly  referred to as "production payments," are outside  the  scope  of
this  covenant and are thus permitted without restriction. The Company will
also  covenant  not  to  enter  into any sale  and  lease-back  transaction
covering  any  property located in the United States which is  (i)  in  the
opinion  of  the Board of Directors, a principal manufacturing property  or
(ii)  an  oil,  gas or mineral producing property, unless (1)  the  Company
would be entitled under the provisions described above in this paragraph to
incur  debt  equal  to the value of such sale and lease-back  transactions,
secured by liens on the property to be leased, without equally securing the
outstanding  Debt Securities, or (2) the Company, during  the  four  months
following  the  effective  date of such sale  and  lease-back  transaction,
applies  an  amount  equal  to  the  value  of  such  sale  and  lease-back
transaction  to the voluntary retirement of long-term indebtedness  of  the
Company or a subsidiary (Sections 101, 1005 and 1006).

     Other than as described above and except as may be otherwise specified
in  the  applicable Prospectus Supplement, the Indenture does  not  contain
covenants specifically designed to protect Holders in the event of a highly
leveraged transaction involving the Company.

Consolidation, Merger And Sale Of Assets

      The  Company,  without  the consent of the  Holders  of  any  of  the
Outstanding Debt Securities under the Indenture, may consolidate  or  merge
with  or  into,  or  convey, transfer or lease its  properties  and  assets
substantially  as  an  entirety  to, any Person  which  is  a  corporation,
partnership or trust organized and validly existing under the laws  of  any
domestic  jurisdiction, provided that (1) any successor Person  assumes  by
supplemental indenture the Company's obligations on the Debt Securities and
under the Indenture and (2) after giving effect to the transaction no Event
of Default, and no event which, after notice or lapse of time, would become
an  Event  of  Default,  shall have occurred and be  continuing  under  the
Indenture. (Second Supplemental Indenture, Section ---)

Defeasance Provisions

      Defeasance And Discharge.  The Indenture provides that, if  principal
of  and any interest on the Debt Securities are denominated and payable  in
United  States  dollars, the Company will be discharged from  any  and  all
obligations  in  respect  of  the  Debt  Securities  (except  for   certain
obligations  to  register the transfer or exchange of Debt  Securities,  to
replace  stolen,  lost  or mutilated Debt Securities,  to  maintain  paying
agencies and to hold moneys for payment in trust) upon the deposit with the
Trustee, in trust, of money, U.S. Government Obligations (as defined) or  a
combination  thereof, which through the payment of interest  and  principal
thereof  in  accordance with their terms will provide money  in  an  amount
sufficient to pay any installment of principal of (and premium, if any) and
interest on and any mandatory sinking fund payments in respect of the  Debt
Securities on the Stated Maturity of such payments in  accordance with  the
terms  of the Indenture and such Debt Securities.  Such discharge may  only
occur  if there has been a change in applicable Federal law or the  Company
has  received  from,  or  there has been published by,  the  United  States
Internal Revenue Service a ruling to the effect that such a discharge  will
not be deemed, or result in, a taxable event with respect to holders of the
Debt  Securities;  and such discharge will not be applicable  to  any  Debt
Securities  then  listed on the New York Stock Exchange  if  the  provision
would  cause  said  Debt Securities to be de-listed as  a  result  thereof.
(Section  401)  The term "U.S. Government Obligations" is defined  to  mean
direct  obligations  of the United States of America, backed  by  its  full
faith and credit. (Section 101)

      Defeasance Of Certain Covenants.  The Company may omit to comply with
certain  restrictive  covenants described in Sections 1005  (Limitation  on
Mortgages)  and 1006 (Limitation on Sale and Lease-Back) of the  Indenture.
To  exercise such option, the Company must deposit with the Trustee  money,
U.S.  Government  Obligations or a combination thereof, which  through  the
payment  of  interest and principal thereof in accordance with their  terms
will  provide  money  in  an amount sufficient to pay  any  installment  of
principal  of  (and  premium, if any) and interest  on  and  any  mandatory
sinking  fund  payments  in respect of the Debt Securities  on  the  Stated
Maturity of such payments in accordance with the terms of the Indenture and
such  Debt Securities. The Company will also be required to deliver to  the
Trustee  an  opinion of counsel to the effect that the deposit and  related
covenant  defeasance will not cause the holders of the Debt  Securities  to
recognize  income,  gain or loss for Federal income tax  purposes.  (Second
Supplemental Indenture, Section ---)

      Defeasance And Events Of Default.  In the event the Company exercises
its  option to omit compliance with certain covenants of the Indenture  and
the  Debt Securities are declared due and payable because of the occurrence
of  any  Event  of  Default,  the  amount  of  money  and  U.S.  Government
Obligations  on deposit with the Trustee will be sufficient to pay  amounts
due on the Debt Securities at the time of their Stated Maturity but may not
be  sufficient to pay amounts due on the Debt Securities at the time of the
acceleration  resulting from such Event of Default.  However,  the  Company
shall remain liable for such payments.

Modification and Waiver

      Other than modifications and amendments not adverse to holders of the
Debt  Securities, modifications and amendments of the Indenture and waivers
of compliance with Indenture covenants may be made only with the consent of
the  holders of a majority in aggregate principal amount at maturity of the
Debt  Securities  of each series to be affected outstanding  at  that  time
(voting as a class); provided, however, that the consent of all holders  of
each  outstanding  series  of  Debt Securities  affected  thereby  will  be
required,  among  other things, to (a) change the stated maturity  of  such
Debt  Securities; (b) reduce the principal amount thereof; (c)  reduce  the
rate  or  extend the time of payment of interest, if any, thereon;  or  (d)
impair  the right to institute suit for the enforcement of any such payment
on  or after the respective due dates thereof (Section 902). The holders of
not  less  than  a majority in aggregate principal amount  at  maturity  of
outstanding Debt Securities of each series affected thereby may  waive  any
past default under the Indenture and its consequences, except a default (a)
in  the payment of the principal of, premium, if any, or interest, if  any,
on such Debt Securities, or (b) in respect of a covenant or provision which
cannot  be  modified or amended without the consent of all the  holders  of
each outstanding series of Debt Securities affected thereby (Section 507).

Information Concerning the Trustee

      The Chase Manhattan Bank (National Association) ("Chase") is also the
trustee  under the indenture under which the Company's Serial  Zero  Coupon
Bonds Due 1997-2009 are outstanding 9 and is fiscal agent for the Company's
8%  Bonds Due May 15, 2006. The Company has a credit agreement with a group
of banks including Chase under which Chase has a commitment of $34 million.
The   Company  maintains  deposit  accounts  and  conducts  other   banking
transactions with Chase.

Events of Default

      Events of Default with respect to any series of Debt Securities under
the Indenture will include: (a) default in payment of any principal on such
series, except for principal due upon sinking fund redemptions; (b) default
in  the  payment  of any installment of interest, if any, or  sinking  fund
redemption,  if any, on such series and continuance of such default  for  a
period  of 30 days; (c) default for 90 days after notice in the performance
of  any  other  covenant  in  the  Indenture;  or  (d)  certain  events  of
bankruptcy, insolvency or reorganization in respect of the Company (Section
501). The Trustee may withhold notice to the holders of Debt Securities  of
any default (except in the payment of principal of or interest, if any,  on
such  series of Debt Securities) if it considers such withholding to be  in
the  interest  of  holders of Debt Securities (Section 508).  No  Event  of
Default with respect to a particular series of Debt Securities issued under
the  Indenture necessarily constitutes an Event of Default with respect  to
any other series of Debt Securities.

      On  the occurrence of an Event of Default, the Trustee or the holders
of  at least 25% in principal amount at maturity of Debt Securities of each
such  series then outstanding may declare the principal (or in the case  of
Debt Securities sold at an original issue discount, the amount specified in
the  terms  thereof) to be due and payable immediately (Section 501).  Upon
payment  of such amount, together with any premium or interest due thereon,
if any, all the Company's obligations in respect to payment of indebtedness
on such Debt Securities will terminate (Sections 401, 501 and 502).

     Within 120 days after the end of each fiscal year, certain officers of
the  Company  are required to inform the Trustee whether they know  of  any
default,  specifying  any such default and the nature  and  status  thereof
(Section  1004). Subject to provisions relating to its duties  in  case  of
default,  the Trustee is under no obligation to exercise any of its  rights
or  powers  under the Indenture at the request, order or direction  of  any
holders  of  Debt  Securities unless such holders of Debt Securities  shall
have offered to the Trustee reasonable indemnity (Section 603).

Global Securities

      The Debt Securities of a series may be issued in whole or in part  in
the  form of one or more Global Securities that will be deposited with,  or
on  behalf of, a depositary (the "Depositary") identified in the Prospectus
Supplement  relating to such series. Global Securities  may  be  issued  in
either  registered  or  bearer form and in either temporary  or  definitive
form.  Unless  and  until it is exchanged in whole  or  in  part  for  Debt
Securities  in  definitive form, a Global Security may not  be  transferred
except  as a whole by the Depositary for such Global Security to a  nominee
of such Depositary or by a nominee of such Depositary to such Depositary or
another  nominee  of  such Depositary or by such  Depositary  or  any  such
nominee  to  a successor of such Depositary or a nominee of such successor.
Supplemental (Section 302 and First Supplemental Indenture Section 203)

      The specific terms of the depositary arrangement with respect to  any
Debt  Securities of a series will be described in the Prospectus Supplement
relating  to  such series if other than or in addition to  the  description
below. The Company anticipates that the following provisions will apply  to
all depositary arrangements.

     Upon the issuance of a Global Security, the Depositary for such Global
Security  will credit, on its book-entry registration and transfer  system,
the respective principal amounts of the Debt Securities represented by such
Global  Security  to the accounts of institutions that have  accounts  with
such  Depositary  ("participants"). The accounts to be  credited  shall  be
designated  by the underwriters of such Debt Securities, by certain  agents
of  the Company or by the Company, if such Debt Securities are offered  and
sold  directly  by  the Company.  Ownership of beneficial  interests  in  a
Global  Security will be limited to participants or persons that  may  hold
interests through participants. Ownership of beneficial interests  in  such
Global  Security will be shown on, and the transfer of that ownership  will
be  effected  only through, records maintained by the Depositary  for  such
Global   Security  or  by  participants  or  persons  that   hold   through
participants.  The laws of some states require that certain  purchasers  of
securities  take  physical delivery of such securities in definitive  form.
Such  limits  and  such laws may impair the ability to transfer  beneficial
interests in a Global Security.

      So  long as the Depositary for a Global Security, or its nominee,  is
the  owner of such Global Security, such Depositary or such nominee, as the
case  may  be,  will  be considered the sole owner or holder  of  the  Debt
Securities represented by such Global Security for all purposes  under  the
Indenture governing such Debt Securities. Except as set forth below, owners
of  beneficial interests in a Global Security will not be entitled to  have
Debt   Securities  of  the  series  represented  by  such  Global  Security
registered  in  their  names, will not receive or be  entitled  to  receive
physical delivery of Debt Securities of such series in definitive form  and
will  not  be considered the owners or holders thereof under the  Indenture
governing  such  Debt  Securities.  Accordingly,  each  person   owning   a
beneficial interest in a Global Security must rely on the procedures of the
Depositary  and, if such person is not a participant, on the procedures  of
the participant and, if applicable, the indirect participant, through which
such person owns its interest, to exercise any rights of a holder under the
Indenture.

      Principal, premium, if any, and interest payments on Debt  Securities
registered  in the name of or held by a Depositary or its nominee  will  be
made  to  the  Depositary  or its nominee, as  the  case  may  be,  as  the
registered  owner  or the holder of the Global Security  representing  such
Debt Securities. None of the Company, the Trustee for such Debt Securities,
any  paying  agent or the Security Registrar for such Debt Securities  will
have any responsibility or liability for any aspect of the records relating
to  or  payments  made on account of beneficial ownership  interests  in  a
Global Security for such Debt Securities or for maintaining, supervising or
reviewing any records relating to such beneficial ownership interests.

      The  Company  expects that the Depositary for Debt  Securities  of  a
series,  upon receipt of any payment of principal, premium or  interest  in
respect   of   a  definitive  Global  Security,  will  credit   immediately
participants'  accounts  with payments in amounts  proportionate  to  their
respective  beneficial  interests in the principal amount  of  such  Global
Security  as  shown  on the records of such Depositary.  The  Company  also
expects that payments by participants to owners of beneficial interests  in
such  Global  Security held through such participants will be  governed  by
standing  instructions and customary practices, as is  now  the  case  with
securities  held for the accounts of customers in bearer form or registered
in "street name", and will be the responsibility of such participants.

      If  a  Depositary  for Debt Securities of a series  is  at  any  time
unwilling or unable to continue as Depositary and a successor Depositary is
not  appointed by the Company within 90 days, the Company will  issue  Debt
Securities  of  such series in definitive form in exchange for  the  Global
Security or Securities representing the Debt Securities of such series.  In
addition,  the Company may at any time and in its sole discretion determine
not  to  have  any Debt Securities of a series represented by one  or  more
Global  Securities and, in such event, will issue Debt Securities  of  such
series in definitive form in exchange for the Global Security or Securities
representing  such  Debt  Securities. Further, an  owner  of  a  beneficial
interest  in a Global Security representing Debt Securities of such  series
may,  on terms acceptable to the Company and the Depositary for such Global
Security,  receive Debt Securities of such series in definitive  form.   In
any  such  instance, an owner of a beneficial interest in a Global Security
will be entitled to physical delivery in definitive form of Debt Securities
of the series represented by such Global Security equal in principal amount
to  such beneficial interest and to have such Debt Securities registered in
its  name (if the Debt Securities of such series are issuable as Registered
Securities).  Unless  otherwise  specified  in  the  applicable  Prospectus
Supplement,  Debt  Securities of such series so issued in  definitive  form
will  be issued as Registered Securities in denominations, unless otherwise
specified by the Company, of $1,000 and integral multiples thereof (Section
306).

                           PLAN OF DISTRIBUTION

      The  Company may sell the Debt Securities being offered  hereby:  (i)
directly  to  purchasers; (ii) through agents; (iii) to  broker-dealers  as
principals; and (iv) through underwriters.

      Offers to purchase Debt Securities may be solicited directly  by  the
Company or by agents designated by the Company from time to time. Any  such
agent,  who  may be deemed to be an underwriter as that term is defined  in
the  Securities Act of 1933 (the "Act"), involved in the offer or  sale  of
the  Debt Securities in respect of which this Prospectus is delivered  will
be  named,  and  any commissions payable by the Company to such  agent  set
forth,  in  a  Prospectus Supplement. Unless otherwise  indicated  in  such
Prospectus  Supplement, any such agent will be acting  on  a  best  efforts
basis.

      If a broker-dealer is utilized in the sale of the Debt Securities  in
respect  of which this Prospectus is delivered, the Company will sell  such
Debt  Securities  to the dealer, as principal. The dealer may  then  resell
such  Debt  Securities to the public at varying prices to be determined  by
such dealer at the time of resale.

      If  an  underwriter or underwriters are utilized  in  the  sale,  the
Company will enter into an underwriting agreement with such underwriters at
the time of sale to them and the names of the underwriters and the terms of
the transaction will be set forth in a Prospectus Supplement, which will be
used  by the underwriters to make resales of the Debt Securities in respect
of which this Prospectus is delivered to the public.

       Agents,  broker-dealers  or  underwriters  may  be  entitled   under
agreements which may be entered into with the Company to indemnification by
the  Company against certain civil liabilities, including liabilities under
the  Act,  and may be customers of, engage in transactions with or  perform
services for the Company in the ordinary course of business.

      The place and time of delivery for the Debt Securities in respect  of
which  this  Prospectus  is  delivered are set forth  in  the  accompanying
Prospectus Supplement.

                                 EXPERTS
   
      The consolidated financial statements of the Company incorporated  in
this  Prospectus by reference to the Company's Annual Report on  Form  10-K
for  the year ended December 31, 1995 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 and the three- and six-
month  periods  ended June 30, 1996 and 1995, 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 22, 1996 and
July 19, 1996 incorporated by reference herein, state that they did
not audit and they did not express an opinion on that unaudited financial
information.  Price Waterhouse has not carried out any significant  or
additional  tests  beyond those which would have been  necessary  if  their
report had not been included.  Accordingly, the degree of reliance on their
report  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 1993 for
their  report  on the unaudited consolidated financial information  because
that  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 Act.
    
                                  PART II
                                     
                   INFORMATION NOT REQUIRED IN PROSPECTUS

ITEM 14. OTHER EXPENSES OF ISSUANCE AND DISTRIBUTION.

Securities and Exchange Commission Registration Fee..........$170,000
Printing........................................................ *
Accountants' Fees............................................... *
Trustees' Fees.................................................. *
Blue Sky Fees................................................... *
Rating Agency Fees.............................................. *
Miscellaneous Expenses.......................................... *
                                                              -------

      Total..................................................$   *
                                                              -------
                                                              -------
- -----------
*Estimated.

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.
- -----------
   1        Underwriting Agreement*
   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 3(ii) to the Company's Form 10-Q for the quarter ended
            March 31, 1996).
   4.3      Indenture between the Company and The Chase Manhattan Bank
            (National Association), Trustee, dated as of October 1, 1985.
            (Incorporated by reference to Exhibit 4(b) to Registration
            Statement No. 33-04551).
   4.4      First Supplemental Indenture dated as of February 1, 1991
            between the Company and The Chase Manhattan Bank (National
            Association), as Trustee (incorporated by reference to Exhibit 4
            to the Company's Form 8-K dated February 1, 1991).
   4.5      Second Supplemental Indenture dated as of -----, 1995 between
            the Company and The Chase Manhattan Bank (National Association),
            as Trustee.*
   5        Opinion of Victor P. Patrick, Esq., with respect to the
            legality of the securities being registered hereby (filed
            herewith).
  12        Statement of Computation of the Company's ratio of earnings to
            fixed charges (filed herewith).
  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 Victor P. Patrick, Esq. is contained in his
            opinion filed as Exhibit 5 to this registration statement.
  24        Powers of Attorney (filed herewith).
  25        Form T-1 Statement of Eligibility and Qualification.*

- ---------
*To be filed by amendment

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.

         (4) For purposes of determining any liability under the Act, the
information omitted from the form of prospectus filed as part of this
registration statement in reliance upon Rule 430A and contained in a form
of prospectus filed by the registrant pursuant to Rule 424(b)(1) or (4) or
497(b) under the Act shall be deemed to be part of this registration
statement as of the time it was declared effective.

         (5) Insofar as indemnification for liabilities arising under the
Securities Act of 1933 may be permitted to directors, officers and
controlling persons of the registrant pursuant to the foregoing provisions,
or otherwise, the registrant has been advised that in the opinion of the
Commission such indemnification is against public policy as expressed in
the Securities Act of 1933 and is, therefore, unenforceable.  In the event
that a claim for indemnification against such liabilities (other than the
payment by the registrant of expenses incurred or paid by a director,
officer or controlling person of the registrant in the successful defense
of any action, suit or proceeding) is asserted by such director, officer or
controlling person in connection with the securities being registered, the
registrant will, unless in the opinion of its counsel the matter has been
settled by controlling precedent, submit to a court of appropriate
jurisdiction the question whether such indemnification by it is against
public policy as expressed in the Securities Act of 1933 and will be
governed by the final adjudication of such issue.

         (6) To file an application for the purpose of determining the
eligibility of the trustee to act under subsection (a) of Section 310 of
the Trust Indenture Act, as amended ("Trust Indenture Act") in accordance
with the rules and regulations prescribed by the Commission under Section
305(b)(2) of the Trust Indenture Act.

     (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.

                                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 16th day of October, 1996.
    
                                        ALLIEDSIGNAL INC.

                    
                                        By:  /s/ Richard F. Wallman
                                             --------------------
                                                 Richard F. Wallman
                                                 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
   (Ann M. Fudge)

              *
- ----------------------------   Director
   (Paul X. Kelley)

              *
- ----------------------------   Director
   (Robert P. Luciano)

              *
- ----------------------------   Director
   (Robert B. Palmer)

              *
- ----------------------------   Director
   (Russell E. Palmer)

              *
- ----------------------------   Director
   (Ivan G. Seidenberg)

              *
- ----------------------------   Director
   (Andrew C. Sigler)

              *
- ----------------------------   Director
   (John R. Stafford)

              *
- ----------------------------   Director
   (Thomas P. Stafford)

              *
- ----------------------------   Director
   (Robert C. Winters)

              *
- ----------------------------   Director
     (Henry T. Yang)

 /s/ Richard F. Wallman
- ----------------------------  Senior Vice President and      October 16, 1996
   (Richard F. Wallman)       Chief Financial Officer
                              (Principal Financial Officer)

 /s/ Nancy A. Garvey
- ----------------------------  Vice President and Controller  October 16, 1996
   (Nancy A. Garvey)          (Principal Accounting Officer)

*By:  /s/ Nancy A. Garvey
- ----------------------------                                 October 16, 1996
   (Nancy A. Garvey,
    Attorney-in-Fact)

                               EXHIBIT INDEX
   
EXHIBIT NO.                    DESCRIPTION

   1    Underwriting Agreement*
   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 3(ii) to the Company's Form 10-Q for the quarter ended
        March 31, 1996).
   4.3  Indenture between the Company and The Chase Manhattan Bank
        (National Association), Trustee, dated as of October 1, 1985.
        (Incorporated by reference to Exhibit 4(b) to Registration
        Statement No. 33-04551).
   4.4  First Supplemental Indenture dated as of February 1, 1991 between
        the Company and The Chase Manhattan Bank (National Association),
        as Trustee (incorporated by reference to Exhibit 4 to the
        Company's Form 8-K dated February 1, 1991).
   4.5  Second Supplemental Indenture dated as of -----, 1996 between the
        Company and The Chase Manhattan Bank (National Association), as
        Trustee.*
   5    Opinion of Victor P. Patrick, Esq., with respect to the legality
        of the securities being registered hereby (filed herewith).
   8    Omitted (inapplicable).
   12   Statement of Computation of the Company's ratio of earnings to
        fixed charges (filed herewith)
   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 Victor P. Patrick, Esq. is contained in his opinion
        filed as Exhibit 5 to this registration statement.
   24   Powers of Attorney (filed herewith).
   25   Form T-1 Statement of Eligibility and Qualification.*
   26   Omitted (inapplicable).
   27   Omitted (inapplicable).
   28   Omitted (inapplicable).
   99   Omitted (inapplicable).
   
   -----------------------
   *To be filed by amendment

   
                                                  EXHIBIT 5

Board of Directors
AlliedSignal Inc.
101 Columbia Road
Morristown, NJ 07962

Ladies and Gentlemen:

I am an Associate General Counsel of AlliedSignal Inc., a Delaware
corporation (the "Company").  The Company proposes to issue from time to time
up to U.S. $600,000,000 aggregate principal amount of debt securities (the
"Debt Securities") pursuant to a Registration Statement on Form S-3 (the
"Registration Statement").  The Debt Securities of the Company will be
issued under an Indenture (as supplemented by the First Supplemental
Indenture and the Second Supplemental Indenture, the "Indenture") in the
form filed as Exhibits 4.3, 4.4 and 4.5 to the Registration Statement.

I have examined such documents, including resolutions of the Board of
Directors of the Company adopted on September 29, 1995 (the "Resolutions"), 
and have reviewed such questions of law, as I have considered necessary and
appropriate for the purposes of the opinions set forth below.

In rendering the opinions set forth below, I have assumed the authenticity of
all documents submitted to me as originals, the genuineness of all
signatures and the conformity to authentic originals of all documents
submitted to me as copies.  I have also assumed the legal capacity for all
purposes relevant hereto of all natural persons and, with respect to all
parties to agreements or instruments relevant hereto other than the Company,
that such parties had the requisite power and authority (corporate or 
otherwise) to execute, deliver and perform such agreements or instruments,
that such agreements or instruments have been duly authorized by all 
requisite action (corporate or otherwise), executed and delivered by such 
parties and that such agreements or instruments are the valid, binding, and
enforceable obligations of such parties.  As to questions of fact material to
this opinion, I have relied upon certificates of officers of the Company and
of public officials.  Capitalized terms used herein and not otherwise defined
herein shall have the meanings assigned to them in the Indenture.

Based on the foregoing, I am of the opinion that, when the specific terms of
a series of Debt Securities of the Company have been specified in (i) an
Officer's Certificate of the Company which has been executed and delivered
to the Trustee by an officer of the Company authorized to do so by the 
Resolutions, and (ii) if applicable, in a supplemental indenture, such series
of Debt Securities will have been duly authorized by all requisite corporate
action and, when executed and authenticated as specified in the Indenture
and delivered against payment therefor pursuant to the terms described in the
Registration Statement and as specified by an officer of the Company
authorized to do so by the Resolutions, will constitute valid and binding
obligations of the Company, enforceable in accordance with the terms of such
series.

The opinion set forth above is subject to the following qualifications
and exceptions:

     (a) The opinion is subject to the effect of any applicable bankruptcy,
insolvency, reorganization, moratorium or other similar law of general 
application affecting creditors' rights.

     (b) The opinion is subject to the effect of general principles of equity,
including (without limitation) concepts of materiality, reasonableness, good
faith and fair dealing, and other similar doctrines affecting the 
enforceability of agreements generally (regardless of whether considered in
a proceeding in equity or at law).

     (c) In rendering the opinions set forth above, I have assumed that, at 
the time of the authentication and delivery of a series of Debt Securities,
the Resolutions will not have been modified or rescinded, there will not have
occurred any change in the law affecting the authorization, execution, 
delivery, validity or enforceability of such series of Debt Securities, the
Registration Statement will have been declared effective by the Commission
and will continue to be effective, none of the particular terms of such
series of Debt Securities will violate any applicable law and neither the
issuance and sale thereof nor the compliance by the Company with the terms
thereof will result in a violation of any agreement or instrument then 
binding upon the Company or any order of any court or governmental body
having jurisdiction over the Company.

     (d) As of the date of this opinion, a judgment for money in an action
based on a Debt Security denominated in a foreign currency or currency unit
in a federal or State court in the United States ordinarily would be
enforced in the United States only in United States dollars.  The date used
to determine the rate of conversion into United States dollars of the foreign
currency or currency unit in which a particular Debt Security is 
denominated will depend on various factors, including which court renders the
judgment.  Under Section 27 of the New York Judiciary Law, a state court in 
the State of New York rendering a judgment on a Debt Security would be
required to render such judgment in the foreign currency or currency unit in
which such Debt Security is denominated, and such judgment would be converted
into United States dollars at the exchange rate prevailing on the date of
entry of the judgment.

My opinion expressed above is limited to the laws of the State of New York, 
the Delaware General Corporation Law and the federal laws of the United States
of America, and I express no opinion as to the laws of any other jurisdiction.

I hereby consent to your filing this opinion as an exhibit to the Registration
Statement.

Very truly yours,

/s/ VICTOR P. PATRICK, ESQ.
- ----------------------------
Victor P. Patrick, Esq.

Dated: October 16, 1996

   
                                                           Exhibit 12

      STATEMENT OF COMPUTATION OF RATIO OF EARNINGS TO FIXED CHARGES
          EXCLUDING CUMULATIVE EFFECTS OF ACCOUNTING CHANGES 
                       (Dollars in millions)

                            Six Months
                              Ended
                             June 30,         YEAR ENDED DECEMBER 31,
                           -----------   --------------------------------
                           1996   1995   1995   1994   1993   1992    1991
                           ----   ----   ----   ----   ----   ----    ----
Determination
 of Earnings:

 Income from continuing
  operations..............$521    $473   $963   $817   $712  $595    $(247)(a)
 Income taxes............. 293     233    411    375    276   183     (102)(b)
 Fixed charges............ 126     120    229    208    220   283      325
 Less: Equity income -
  net of distributions....(14)    (34)   (59)   (10)   (34)  (47)     (84) 
                          -----   -----  -----  -----  -----  -----   ------
   Total earnings,
      as defined..........$926    $792  $1,544 $1,390 $1,174 $1,014   $(108)
                          =====   =====  =====  =====  =====  =====   ======
Fixed Charges:

 Rents(c).................$24     $28     $51     $57   $54    $55     $59
 Interest and other
  financial charges.......102      92     178     151   166    228     266  
                          -----   -----   -----  -----  ----- -----   -----
 Fixed charges............126     120     229     208   220    283     325
 Capitalized interest..... 11      12      21      23    29     27      26
                          -----   -----   -----  -----  ----- -----   -----
   Total fixed charges....$137    $132    $250   $231   $249  $310    $351
                          =====   =====   =====  =====  ===== =====   =====
Ratio of Earnings to
  Fixed Charges:..........6.76     6.00    6.18  6.02   4.71   3.27   (0.31)  
                          =====   =====   =====  =====  ===== =====   =====

   

(a) Includes the effect of a provision for Streamlining and Restructuring
    charges as well as gains on asset sales by Union Texas resulting in a
    net after-tax charge of $615 million.
(b) Includes a tax benefit of $223 million related to (a) above.
(c) Denotes the equivalent of an appropriate portion of rentals 
    representative of the interest factor (one-third) on all rentals other
    than for capitalized leases.

                                                      Exhibit 15

October 16, 1996

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

Dear Ladies and Gentlemen:
   
We are aware that AlliedSignal Inc. has incorporated by reference our
reports dated April 22, 1996 and July 19, 1996 (issued pursuant to the
provisions of Statement on Auditing Standards No. 71) in the Prospectus
constituting part of its Registration Statement on Form S-3 to be filed
on or about October 16, 1996. We are also aware of our responsibilities
under the Securities Act of 1933.
    
Yours very truly,

/s/ 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 1, 1996, which appears on
page 38 of the 1995 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, 1995.  We also consent to the reference to us under the
heading "Experts" in such Prospectus.

Price Waterhouse LLP
Morristown, New Jersey
October 16, 1996

                        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 Peter M. Kreindler, Richard F. Wallman, 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 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 $600 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 $600 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 $600 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 the lesser of (1) two percent of the
Common Stock of the Company issued and outstanding at the end of
the preceding fiscal year, as adjusted for stock splits and stock
dividends, or (2) shares having a market value of $200,000,000,
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.

                                      /s/ Lawrence A. Bossidy
                                      -----------------------
                                        Lawrence A. Bossidy

Dated:  September 29, 1995

                        POWER OF ATTORNEY

     I, Hans W. Becherer, a director of AlliedSignal Inc., a
Delaware corporation (the "Company"), hereby appoint Lawrence A.
Bossidy, Peter M. Kreindler, Richard F. Wallman, 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 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 intoich 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 $600 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 $600 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 $600 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 the lesser of (1) two percent of the
Common Stock of the Company issued and outstanding at the end of
the preceding fiscal year, as adjusted for stock splits and stock
dividends, or (2) shares having a market value of $200,000,000,
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.

                                        /s/ Hans W. Becherer
                                        --------------------
                                          Hans W. Becherer

Dated: September 29, 1995

   

                        POWER OF ATTORNEY

     I, Ann M. Fudge, a director of AlliedSignal Inc., a Delaware
corporation (the "Company"), hereby appoint Lawrence A. Bossidy,
Peter M. Kreindler, Richard F. Wallman,  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 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 $600 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 $600 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 $600 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 the lesser of (1) two percent of the
Common Stock of the Company issued and outstanding at the end of
the preceding fiscal year, as adjusted for stock splits and stock
dividends, or (2) shares having a market value of $200,000,000,
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.

                                          /s/ Ann M. Fudge
                                          ----------------
                                             Ann M. Fudge
   
Dated: September 29, 1995

      
                        POWER OF ATTORNEY

     I, Paul X. Kelley, a director of AlliedSignal Inc., a
Delaware corporation (the "Company"), hereby appoint Lawrence A.
Bossidy, Peter M. Kreindler, Richard F. Wallman, 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 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 $600 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 $600 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 $600 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 the lesser of (1) two percent of the
Common Stock of the Company issued and outstanding at the end of
the preceding fiscal year, as adjusted for stock splits and stock
dividends, or (2) shares having a market value of $200,000,000,
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.

                                         /s/ Paul X. Kelley
                                         ------------------
                                           Paul X. Kelley

Dated: September 29, 1995

                        POWER OF ATTORNEY

     I, Robert P. Luciano, a director of AlliedSignal Inc., a
Delaware corporation (the "Company"), hereby appoint Lawrence A.
Bossidy, Peter M. Kreindler, Richard F. Wallman, 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 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 $600 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 $600 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 $600 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 the lesser of (1) two percent of the
Common Stock of the Company issued and outstanding at the end of
the preceding fiscal year, as adjusted for stock splits and stock
dividends, or (2) shares having a market value of $200,000,000,
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.

                                         /s/ Robert P. Luciano
                                         ---------------------
                                            Robert P. Luciano
   
Dated: September 29, 1995

                        POWER OF ATTORNEY
   
     I, Robert B. Palmer, a director of AlliedSignal Inc., a Delaware
corporation (the "Company"), hereby appoint Lawrence A. Bossidy, Peter
M. Kreindler, Richard F. Wallman, 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 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 $600 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 $600 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 $600 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 the lesser of (1) two percent of the Common Stock of the
Company issued and outstanding at the end of the preceding fiscal year,
as adjusted for stock splits and stock dividends, or (2) shares
having a market value of $200,000,000, 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.

                                         /s/ Robert B. Palmer
                                        -------------------------
                                            Robert B. Palmer
   
Dated:  October 2, 1995

                        POWER OF ATTORNEY

     I, Russell E. Palmer, a director of AlliedSignal Inc., a
Delaware corporation (the "Company"), hereby appoint Lawrence A.
Bossidy, Peter M. Kreindler, Richard F. Wallman, 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 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 $600 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 $600 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 $600 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 the lesser of (1) two percent of the
Common Stock of the Company issued and outstanding at the end of
the preceding fiscal year, as adjusted for stock splits and stock
dividends, or (2) shares having a market value of $200,000,000,
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.

                                        /s/ Russell E. Palmer
                                        ---------------------
                                          Russell E. Palmer
   
Dated: September 29, 1995

                        POWER OF ATTORNEY

     I, Ivan G. Seidenberg, a director of AlliedSignal Inc., a
Delaware corporation (the "Company"), hereby appoint Lawrence A.
Bossidy, Peter M. Kreindler, Richard F. Wallman, 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 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 $600 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 $600 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 $600 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 the lesser of (1) two percent of the
Common Stock of the Company issued and outstanding at the end of
the preceding fiscal year, as adjusted for stock splits and stock
dividends, or (2) shares having a market value of $200,000,000,
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.

                                         /s/ Ivan G. Seidenberg
                                         ----------------------
                                           Ivan G. Seidenberg
   
Dated: September 29, 1995

                        POWER OF ATTORNEY

     I, Andrew C. Sigler, a director of AlliedSignal Inc., a
Delaware corporation (the "Company"), hereby appoint Lawrence A.
Bossidy, Peter M. Kreindler, Richard F. Wallman, 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 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 $600 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 $600 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 $600 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 the lesser of (1) two percent of the
Common Stock of the Company issued and outstanding at the end of
the preceding fiscal year, as adjusted for stock splits and stock
dividends, or (2) shares having a market value of $200,000,000,
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.

                                        /s/ Andrew C. Sigler
                                        --------------------
                                          Andrew C. Sigler
   
Dated: September 29, 1995

                        POWER OF ATTORNEY

     I, John R. Stafford, a director of AlliedSignal Inc., a
Delaware corporation (the "Company"), hereby appoint Lawrence A.
Bossidy, Peter M. Kreindler, Richard F. Wallman, 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 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 $600 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 $600 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 $600 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 the lesser of (1) two percent of the
Common Stock of the Company issued and outstanding at the end of
the preceding fiscal year, as adjusted for stock splits and stock
dividends, or (2) shares having a market value of $200,000,000,
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.

                                        /s/ John R. Stafford
                                        --------------------
                                          John R. Stafford
   
Dated: September 29, 1995

                        POWER OF ATTORNEY

     I, Thomas P. Stafford, a director of AlliedSignal Inc., a
Delaware corporation (the "Company"), hereby appoint Lawrence A.
Bossidy, Peter M. Kreindler, Richard F. Wallman, 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 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 $600 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 $600 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 $600 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 the lesser of (1) two percent of the
Common Stock of the Company issued and outstanding at the end of
the preceding fiscal year, as adjusted for stock splits and stock
dividends, or (2) shares having a market value of $200,000,000,
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.

                                       /s/ Thomas P. Stafford
                                       ----------------------
                                         Thomas P. Stafford
   
Dated: September 29, 1995

                        POWER OF ATTORNEY

     I, Robert C. Winters, a director of AlliedSignal Inc., a
Delaware corporation (the "Company"), hereby appoint Lawrence A.
Bossidy, Peter M. Kreindler, Richard F. Wallman, 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 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 $600 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 $600 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 $600 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 the lesser of (1) two percent of the
Common Stock of the Company issued and outstanding at the end of
the preceding fiscal year, as adjusted for stock splits and stock
dividends, or (2) shares having a market value of $200,000,000,
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.

                                       /s/ Robert C. Winters
                                       ---------------------
                                         Robert C. Winters
   
Dated: September 29, 1995

                   POWER OF ATTORNEY

     I, Henry T. Yang, a director of AlliedSignal Inc., a Delaware
corporation (the "Company"), hereby appoint Lawrence A. Bossidy, Peter
M. Kreindler, Richard F. Wallman, 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 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 $600 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 $600 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 $600 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 the lesser of (1)
two percent of the Common Stock of the Company issued and outstanding at
the end of the preceding fiscal year, as adjusted for stock splits and stock
dividends, or (2) shares having a market value of $200,000,000, 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.

                                    /s/ Henry T. Yang
                                    --------------------
                                    Henry T. Yang

Dated: September 1, 1996