PROSPECTUS SUPPLEMENT TO PROSPECTUS DATED NOVEMBER 14, 1988
 
                                  $100,000,000
 
                                     [LOGO]
 
                        6.75% NOTES DUE AUGUST 15, 2000
 
                            ------------------------
 
     Interest on the Notes is payable on February 15 and August 15 of each year,
commencing  February  15,  1996.  The  Notes will  not  be  redeemable  prior to
maturity. The Notes will be represented  by one or more Global Notes  registered
in  the name of the  nominee of The Depository  Trust Company ('DTC'). Except as
described herein, Notes in  definitive form will not  be issued. The Notes  will
trade  in DTC's Same-Day  Funds Settlement System  until maturity, and secondary
market trading  activity for  the  Notes will  therefore settle  in  immediately
available  funds. All  payments of  principal and interest  will be  made by the
Company in immediately available funds. See 'Certain Terms of the Notes --  Book
Entry System'. The Notes will not be listed on any securities exchange.
 
                            ------------------------
 
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   SUPPLEMENT   OR   THE   PROSPECTUS.
            ANY REPRESENTATION TO THE CONTRARY IS A CRIMINAL OFFENSE.
 
                            ------------------------

                                                                   INITIAL PUBLIC         UNDERWRITING       PROCEEDS TO
                                                                  OFFERING PRICE(1)       DISCOUNT(2)       COMPANY(1)(3)
                                                                 -------------------      ------------      -------------
                                                                                                   
Per Note......................................................         99.953%               0.550%            99.403%
 
Total.........................................................       $99,953,000            $550,000         $99,403,000

---------------
 
(1) Plus accrued interest from August 15, 1995.
 
(2) The  Company  has  agreed  to  indemnify  the  Underwriters  against certain
    liabilities, including liabilities under the Securities Act of 1933.
 
(3) Before deducting estimated expenses of $110,000 payable by the Company.
 
                            ------------------------
 
     The Notes are offered severally  by the Underwriters, as specified  herein,
subject  to receipt and acceptance by them  and subject to their right to reject
any order in whole or in part. It is expected that the Global Note will be ready
for delivery in book-entry  form only through the  facilities of The  Depository
Trust Company on or about August 18, 1995.
 
GOLDMAN, SACHS & CO.
                           J.P. MORGAN SECURITIES INC.
                                                            SALOMON BROTHERS INC
                            ------------------------
 
           The date of this Prospectus Supplement is August 15, 1995.

     IN CONNECTION WITH THIS OFFERING, THE UNDERWRITERS MAY OVER-ALLOT OR EFFECT
TRANSACTIONS  WHICH STABILIZE OR MAINTAIN THE  MARKET PRICE OF THE NOTES OFFERED
HEREBY AT A LEVEL ABOVE THAT WHICH  MIGHT OTHERWISE PREVAIL IN THE OPEN  MARKET.
SUCH STABILIZING, IF COMMENCED, MAY BE DISCONTINUED AT ANY TIME.
 
                            ------------------------
 
                             AVAILABLE INFORMATION
 
     AlliedSignal   Inc.  (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  Judiciary
Plaza,  Room 1024,  450 Fifth  Street, N.W., Washington,  D.C. 20549  and at the
Commission's Regional Offices, 7 World Trade  Center, 13th Floor, New York,  New
York 10048 and Citicorp Center, 500 West Madison Street, Suite 1400, Chicago, IL
60661. Copies of such material can be obtained by mail from the Public Reference
Section  of the Commission, Judiciary Plaza, 450 Fifth Street, N.W., Washington,
D.C. 20549, at prescribed rates. Such information of the Company should also  be
available for inspection at the offices of the New York Stock Exchange, 20 Broad
Street,  New York,  New York  10005; the  Chicago Stock  Exchange, One Financial
Place, 440 South LaSalle Street, Chicago, Illinois 60605; and the Pacific  Stock
Exchange, 301 Pine Street, San Francisco, California 94104.
 
                            ------------------------
 
                INCORPORATION OF CERTAIN DOCUMENTS BY REFERENCE
 
     The  following  documents  filed with  the  Commission by  the  Company are
incorporated by reference in this Prospectus Supplement:
 
          (1) the  Company's Annual  Report  on Form  10-K  for the  year  ended
     December 31, 1994; and
 
          (2)  the Company's  Quarterly Reports  on Form  10-Q for  the quarters
     ended March 31 and June 30, 1995.
 
     All reports and other documents filed  by the Company pursuant to  Sections
13(a), 13(c), 14 and 15(d) of the Exchange Act after the date of this Prospectus
Supplement and prior to the filing of a post-effective amendment which indicates
that  all securities  offered hereby have  been issued or  which deregisters all
securities then  remaining  unissued  shall  be deemed  to  be  incorporated  by
reference  in this Prospectus Supplement 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 deemed to be modified or
superseded for  purposes of  this Prospectus  Supplement to  the extent  that  a
statement  contained herein  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  such statement so  modified or superseded shall
not be deemed, except as so modified or superseded, to constitute a part of this
Prospectus Supplement.
 
     A copy  of the  documents incorporated  by reference  (other than  exhibits
thereto) will be forwarded without charge to each person to whom this Prospectus
Supplement  is  delivered,  upon  such  person's  written  or  oral  request  to
AlliedSignal Inc., Shareholder Relations Department, P.O. Box 50000, Morristown,
New Jersey 07962-2499, telephone number (800) 255-4332.
 
                                      S-2

                   SUMMARY OF SELECTED FINANCIAL INFORMATION
 
     The following  table  sets forth  selected  financial information  for  the
Company for the years ended December 31, 1994, 1993, 1992, 1991 and 1990 and for
the  six-month periods ended  June 30, 1995  and 1994. This  summary of selected
financial information is qualified by reference to the financial statements  and
other  information  and  data  contained or  incorporated  by  reference  in the
Company's Annual Report on Form 10-K for  the year ended December 31, 1994,  and
its  Quarterly Report on  Form 10-Q for  the three- and  six-month periods ended
June 30, 1995.
 
                         SELECTED FINANCIAL INFORMATION
             (DOLLAR AMOUNTS IN MILLIONS, EXCEPT PER SHARE AMOUNTS)
                                  (UNAUDITED)

                                       SIX MONTHS
                                          ENDED
                                        JUNE 30,                       YEAR ENDED DECEMBER 31,
                                    -----------------   -----------------------------------------------------
                                     1995      1994      1994      1993      1992          1991        1990
                                    -------   -------   -------   -------   -------       -------     -------
                                                                                 
INCOME STATEMENT DATA:
    Net sales.....................  $ 7,049   $ 6,173   $12,817   $11,827   $12,042       $11,831     $12,343
    Income (loss) before
       cumulative effect of
       changes in accounting
       principles.................      425       365       759       656       535(b)       (273)(d)     462
    Net income (loss).............      425       365       759       411(a)   (712)(b,c)    (273)(d)     462
PER SHARE OF COMMON STOCK:
    Income (loss) before
       cumulative effect of
       changes in accounting
       principles.................     1.50      1.29      2.68      2.31      1.90         (1.00)       1.67
    Net earnings (loss)...........     1.50      1.29      2.68      1.45     (2.52)        (1.00)       1.67
BALANCE SHEET DATA (AT END OF
  PERIOD):
    Total assets..................   12,045    10,788    11,321    10,829    10,756        10,382      10,456
    Long-term debt................    1,304     1,531     1,424     1,602     1,777         1,914       2,051
    Total debt....................    2,009     1,757     1,687     1,960     2,113         2,795       2,748
    Shareowners' equity...........    3,345     2,627     2,982     2,390     2,251         2,983       3,380
    Total debt as a percent of
       total capital..............     35.4      37.7      34.1      42.7      44.7          43.9        40.4
RATIO OF EARNINGS TO FIXED
  CHARGES(e)......................     6.00      5.84      6.02      4.71      3.27(b)      (0.31)(d)    2.56

------------
 
 (a) Includes the cumulative after-tax  provision for the  adoption of FASB  No.
     112 of $245 million, or $0.86 a share.
 
 (b) Includes  the  effect of  a  provision for  Streamlining  and Restructuring
     charges as  well as  a gain  on the  sale of  common stock  of Union  Texas
     resulting  in a net charge of $11 million (after-tax $6 million, or $0.02 a
     share).
 
 (c) Includes the cumulative after-tax provision  for the adoption of FASB  Nos.
     106 and 109 of $1,247 million, or $4.42 a share.
 
 (d) 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, or $2.25 a share).
 
 (e) 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
 
     The  Company intends to use the net proceeds  from the sale of the Notes to
repay certain  outstanding commercial  paper of  the Company,  which  commercial
paper  has a current average  yield of approximately 5.8%  and will mature on or
prior to August 18, 1995.  The proceeds of such  commercial paper were used  for
general corporate purposes, including acquisitions and working capital.
 
                                      S-3

                           CERTAIN TERMS OF THE NOTES
 
     The  following description  of the  particular terms  of the  Notes offered
hereby (which represent a series of, and  are referred to in the Prospectus  as,
'Debt  Securities')  supplements,  and  to  the  extent  inconsistent  therewith
replaces, the description of the general terms and provisions of Debt Securities
set forth in the Prospectus, to which reference is hereby made.
 
GENERAL
 
     The Notes offered  hereby will  mature on August  15, 2000,  and will  bear
interest  at  the  rate  of  6.75%  per  annum  from  August  15,  1995, payable
semiannually on February  15 and August  15 of each  year (an 'Interest  Payment
Date'),  commencing February 15, 1996,  to the persons in  whose names the Notes
are registered at the close  of business on the January  31 and July 31, as  the
case  may be, next preceding such Interest Payment Date. The interest payable on
each Interest Payment Date will include interest accrued from and including  the
later  of August  15, 1995, or  the most  recent Interest Payment  Date to which
interest has been paid or duly provided for, but excluding the relevant Interest
Payment Date.  The Notes  offered  hereby will  be  issued under  the  Indenture
referred  to  in  the  Prospectus, and  are  limited  to  $100,000,000 aggregate
principal amount. The Notes offered hereby  are referred to in the Indenture  as
'Debentures.'
 
     Principal  and interest initially will be  payable, and the Notes initially
will be transferable and  exchangeable, at the office  or agency of the  Company
designated for that purpose in New York City, which initially will be the office
of  The  Chase  Manhattan Bank  (National  Association), the  Trustee  under the
Indenture, located  at  One  New  York Plaza,  New  York,  New  York  ('Chase');
provided, however, that payments of interest may be made, in the event the Notes
are  issued in certificated form, at the  option of the Company, by check mailed
to the  Registered Holders  (as defined  in  the Indenture)  of the  Notes.  See
'Book-Entry System' below.
 
     All Debt Securities, including the Notes, issued and to be issued under the
Indenture  will  be unsecured  and  will rank  pari  passu with  all  other Debt
Securities issued or to  be issued under the  Indenture and all other  unsecured
and unsubordinated indebtedness of the Company from time to time outstanding.
 
     The  Company  has  issued  Debt  Securities  in  the  principal  amount  of
$925,500,000 under the  Indenture. The Indenture  does not limit  the amount  of
Debt Securities which may be issued thereunder.
 
SINKING FUND
 
     The Notes are not entitled to a sinking fund.
 
REDEMPTION
 
     The Notes are not redeemable prior to maturity.
 
BOOK-ENTRY SYSTEM
 
     Upon  issuance,  the Notes  will  be represented  by  a single  Global Note
(defined in the Indenture as  the 'Global Debenture') (the 'Book-Entry  Notes').
The  Global Note  representing Book-Entry  Notes will  be deposited  with, or on
behalf of, The Depository Trust  Company, as Depository (the 'Depository'),  and
registered  in the  name of  a nominee  of the  Depository. Except  as set forth
below, the  Global  Note  may not  be  transferred  except as  a  whole  by  the
Depository  to a nominee of the Depository or  by a nominee of the Depository to
the Depository or another nominee of the Depository or by the Depository or  any
nominee to a successor of the Depository or a nominee of such successor.
 
     The  Depository has advised the  Company and the Underwriters  that it is a
limited-purpose trust company organized under the laws of the State of New York,
a member of  the Federal  Reserve System,  a 'clearing  corporation' within  the
meaning  of  the Uniform  Commercial Code  and  a 'clearing  agency', registered
pursuant to the provisions  of Section 17A of  the Exchange Act. The  Depository
was  created  to hold  securities  for its  participants  and to  facilitate the
clearance and settlement  of securities transactions  among its participants  in
such  securities  through  electronic  book-entry  changes  in  accounts  of the
participants, thereby eliminating the need  for physical movement of  securities
certificates.  The  Depository's  participants  include  securities  brokers and
dealers  (including  the   Underwriters),  banks,   trust  companies,   clearing
corporations and certain other organizations, some of
 
                                      S-4

which   (and/or  their  representatives)  own  the  Depository.  Access  to  the
Depository's book-entry  system is  also  available to  others, such  as  banks,
brokers,  dealers and trust companies that clear through or maintain a custodial
relationship with a participant, either directly or indirectly. Persons who  are
not  participants may  beneficially own securities  held by  the Depository only
through participants.
 
     Upon the issuance of Notes by the Company represented by a Global Note, the
Depository will credit, on its book-entry registration and transfer system,  the
respective principal amounts of the Notes represented by such Global Note to the
accounts of participants. The accounts to be credited shall be designated by the
Underwriters.
 
     Payments  of the principal of  and any premium and  interest on such Global
Note will be made  by the Company  through the Paying Agent  (as defined in  the
Indenture)  to  the  Depository or  its  nominee, as  the  case may  be,  as the
registered owner of  such Global  Note. Neither  the Company,  the Trustee,  any
Paying  Agent nor the  registrar for the  Notes will have  any responsibility or
liability for any aspect of the records relating to or payments made on  account
of  beneficial  ownership  interests in  such  Global Note  or  for maintaining,
supervising or  reviewing  any records  relating  to such  beneficial  ownership
interests.
 
     The  Company  has been  advised that  the Depository,  upon receipt  of any
payment of principal, premium or interest  in respect of such Global Note,  will
credit  immediately the  accounts of the  related participants  with payments in
amounts proportionate  to  their  respective holdings  in  principal  amount  of
beneficial  interest  in  such  Global  Note as  shown  on  the  records  of the
Depository. The  Company expects  that  payments by  participants to  owners  of
beneficial  interests in such Global Note  will be governed by standing customer
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'.
Such payments will be the responsibility of such participants.
 
     Book-Entry Notes will not  be exchangeable at the  option of the holder  or
holders  thereof for Notes issued in certificated  form. If the Depository is at
any time  unwilling  or  unable  to  continue  as  depository  and  a  successor
depository  is not  appointed by  the Company within  90 days,  the Company will
issue Notes in certificated form in exchange for such Global Note. In  addition,
the  Company  may  at any  time  determine that  the  Notes shall  no  longer be
represented by  such  Global Note,  and,  in such  event,  will issue  Notes  in
certificated  form in exchange  for such Global  Note. In any  such instance, an
owner of a beneficial interest in such Global Note will be entitled to  physical
delivery  in  certificated  form of  Notes  equal  in principal  amount  to such
beneficial interest and  to have  such Notes registered  in its  name. Notes  so
issued  in certificated form  will be issued  in denominations of  $1,000 or any
integral multiple thereof, and will be issued in fully registered form only.
 
INFORMATION CONCERNING THE TRUSTEE
 
     Chase is also  the trustee under  the indenture under  which the  Company's
Serial  Zero Coupon Bonds Due 1997-2009 are outstanding, 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.
 
                                  UNDERWRITING
 
     Subject  to  the  terms  and  conditions  set  forth  in  the  Underwriting
Agreement, dated August 15, 1995 (the 'Underwriting Agreement'), the Company has
agreed to sell to each of the Underwriters named below (the 'Underwriters'), and
each  of the Underwriters has severally agreed to purchase, the principal amount
of Notes set forth opposite its name below:

                                                                                 PRINCIPAL
                                                                                  AMOUNT
     UNDERWRITER                                                                 OF NOTES
     -----------                                                               ------------
                                                                            
Goldman, Sachs & Co. .......................................................   $ 33,400,000
J.P. Morgan Securities Inc. ................................................     33,300,000
Salomon Brothers Inc........................................................     33,300,000
                                                                               ------------
          Total.............................................................   $100,000,000
                                                                               ------------
                                                                               ------------

                                      S-5

     Under  the  terms  and  conditions  of  the  Underwriting  Agreement,   the
Underwriters  are committed to take and pay for all the Notes offered hereby, if
any are taken.
 
     The Underwriters propose  to offer  the Notes  in part  directly to  retail
purchasers  at the initial public offering price  set forth on the cover page of
this Prospectus Supplement  and in part  to certain securities  dealers at  such
price  less a  concession of 0.350%  of the  principal amount of  the Notes. The
Underwriters may allow, and such dealers may reallow, a concession not to exceed
0.250% of the  principal amount  of the Notes  to certain  brokers and  dealers.
After  the Notes  are released for  sale to  the public, the  offering price and
other selling terms may from time to time be varied by the Underwriters.
 
     The Notes are a new issue of securities with no established trading market.
The Company has  been advised by  the Underwriters  that they intend  to make  a
market  in the Notes, but are not obligated  to do so and may discontinue market
making at any time without notice. No assurance can be given as to the liquidity
of the trading market for the Notes.
 
     The Company  has  agreed  to indemnify  the  Underwriters  against  certain
liabilities, including liabilities under the Securities Act of 1933.
 
     Each  of the Underwriters may from  time to time provide investment banking
services to the Company and receive fees therefor. In addition, in the  ordinary
course of their respective businesses, affiliates of J.P. Morgan Securities Inc.
have  engaged, and will in the future engage, in commercial banking transactions
with the Company.
 
                                    EXPERTS
 
     The Company's consolidated financial  statements incorporated by  reference
in  this Prospectus  Supplement by reference  to the Company's  Annual Report on
Form 10-K for  the year ended  December 31,  1994 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, 1995  and 1994,  and the
three- and  six-month periods  ended June  30, 1995  and 1994,  incorporated  by
reference  in this  Prospectus Supplement,  Price Waterhouse  reported that they
have applied limited procedures in accordance with professional standards for  a
review of such information. However, their separate reports dated April 21, 1995
and  July 25,  1995 incorporated  by reference herein,  state that  they did not
audit and  they  do  not  express an  opinion  on  that  unaudited  consolidated
financial  information. Price Waterhouse has not  carried out any significant or
additional audit tests  beyond those which  would have been  necessary if  their
reports  had not  been included.  Accordingly, the  degree of  reliance on their
reports on such information should be restricted in light of the limited  nature
of  the  review  procedures applied.  Price  Waterhouse  is not  subject  to the
liability provisions  of section  11 of  the Securities  Act of  1933 for  their
reports  on the unaudited consolidated financial information because each report
is not  a  'report'  or a  'part'  of  the registration  statement  prepared  or
certified  by Price Waterhouse  within the meaning  of sections 7  and 11 of the
Act.
 
                                 LEGAL OPINIONS
 
     The legality of the Notes offered hereby  will be passed upon by Victor  P.
Patrick,  Assistant  General  Counsel  of  the  Company.  At  the  date  of this
Prospectus Supplement, Mr. Patrick had  no beneficial ownership interest in  any
shares  of the Company's Common Stock and had no right to acquire shares through
the exercise of vested options granted under option plans of the Company.
 
                             VALIDITY OF THE NOTES
 
     The validity  of the  Notes offered  hereby  will be  passed upon  for  the
Underwriters by Cravath, Swaine & Moore, New York, New York.
 
                                      S-6

PROSPECTUS
 
                                  $460,000,000
 
                                     [LOGO]
 
                          DEBT SECURITIES AND WARRANTS

                            ------------------------
 
     This Prospectus covers debt securities (the 'Debt Securities') and warrants
to  purchase Debt  Securities ('Warrants')  to be issued  for proceeds  of up to
$460,000,000 (or  the equivalent  in foreign  denominated currency  or  European
Currency  Units ('ECU')) which Allied-Signal Inc. (the 'Company') may issue from
time to time in  one or more  series. The Debt Securities  and Warrants 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  and
Warrants  will be offered to the public on terms determined by market conditions
at the  time of  sale. The  Debt Securities  and Warrants  may be  sold for  U.S
dollars,  foreign denominated currency or ECU, and principal of and any interest
on the  Debt  Securities  may  likewise  be  payable  in  U.S  dollars,  foreign
denominated  currency or  ECU. The  currency for  which the  Debt Securities and
Warrants 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,  the duration,
offering price, exercise price and detachability  of any Warrants, and the  name
of each agent, broker-dealer or underwriter, if any, in connection with the sale
of the Debt Securities and Warrants 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 and Warrants 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, the  public offering price in  the
case  of sale  through an  underwriter and  the exercise  price if  Warrants are
exercised. 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, the  public  offering price  less  discount  in the  case  of  an
underwriter  and the  exercise price  in the  case of  Warrants being exercised,
less, in each  case, other  issuance expenses.  See 'Plan  of Distribution'  for
possible   indemnification   arrangements   for   agents,   broker-dealers   and
underwriters.
 
     This Prospectus relates to  Debt Securities and any  Warrants which may  be
issued  under Registration Statement No. 33-13211 with proceeds of approximately
$250 million and under  Registration Statements No.  33-14071 and 33-00761  with
proceeds of approximately $110 million and $100 million, respectively.
 
                            ------------------------

       THESE  SECURITIES  HAVE NOT  BEEN APPROVED  OR DISAPPROVED  BY THE
         SECURITIES AND  EXCHANGE  COMMISSION NOR  HAS  THE  COMMISSION
          PASSED UPON THE ACCURACY OR ADEQUACY OF THIS PROSPECTUS. ANY
            REPRESENTATION TO THE  CONTRARY IS  A CRIMINAL  OFFENSE.
 
                            ------------------------

     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.
 
                            ------------------------

               The date of this Prospectus is November 14, 1988.

     IN   CONNECTION  WITH  THIS  OFFERING  PURSUANT  TO  THIS  PROSPECTUS,  THE
UNDERWRITERS, IF ANY, MAY  OVERALLOT OR EFFECT  TRANSACTIONS WHICH STABILIZE  OR
MAINTAIN THE MARKET PRICE OF THE DEBT SECURITIES AND ANY WARRANTS OFFERED HEREBY
AT  LEVELS ABOVE THOSE  WHICH MIGHT OTHERWISE  PREVAIL IN THE  OPEN MARKET. SUCH
STABILIZING, IF COMMENCED, MAY BE DISCONTINUED AT ANY TIME.
 
                            ------------------------

                             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 Judiciary Plaza, Room 1024, 450 Fifth
Street,  N.W., Washington, D.C. 20549 and  at the Commission's Regional Offices,
14th floor, 75 Park  Place, New York,  New York 10007 and  Room 3190, 230  South
Dearborn  Street,  Chicago,  Illinois  60604. Copies  of  such  material  can be
obtained from the Public Reference  Section of the Commission, Judiciary  Plaza,
450  Fifth  Street,  N.W., Washington,  D.C.  20549, at  prescribed  rates. Such
information of  the Company  should  also be  available  for inspection  at  the
offices  of the  New York Stock  Exchange, 20  Broad Street, New  York, New York
10005; the  Midwest  Stock Exchange,  One  Financial Place,  440  South  LaSalle
Street,  Chicago,  Illinois, 60605;  and the  Pacific  Stock Exchange,  301 Pine
Street, San Francisco, California 94104.
 
                            ------------------------

                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, 1987;
 
          (2) the  Company's Quarterly  Reports on  Form 10-Q  for the  quarters
     ended March 31 and June 30, 1988; and
 
          (3)  the Company's Current  Reports on Form 8-K  dated February 26 and
     March 28, 1988.
 
     All reports and other documents filed  by the Company pursuant to  Sections
13(a), 13(c), 14 and 15(d) of the Exchange Act after the date of this Prospectus
and  prior to the filing of a  post-effective amendment which indicates that all
securities offered hereby have been  issued or which deregisters all  securities
then  remaining unissued shall be deemed to be incorporated by reference in this
Prospectus and to be part hereof from the date of filing of such documents.
 
     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 Allied-Signal Inc.,
Office of the Secretary, P.O. Box 4000, Morristown, New Jersey 07962,  telephone
number (201) 455-4188.
 
                                       2

                                  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 (1)

                                                             SIX MONTHS
                                                               ENDED              YEARS ENDED DECEMBER 31,
                                                              JUNE 30,     --------------------------------------
                                                                1988       1987    1986    1985      1984    1983
                                                             ----------    ----    ----    ----      ----    ----
                                                                                           
Ratio of earnings to fixed charges........................      2.55       3.16    3.30    1.28(2)   3.94    4.30

------------
 
(1) The  ratio of earnings  to fixed charges represents  the historical ratio of
    the Company on a  continuing operations basis and  is calculated on a  total
    enterprise  basis,  including amounts  relating  to The  Henley  Group, Inc.
    ('Henley') and its unconsolidated equipment leasing and finance subsidiaries
    prior to 1986. The ratio of earnings to fixed charges is generally  computed
    by  dividing the  sum of  income from  continuing operations  (excluding the
    effect of an  extraordinary item  in 1987 and  the cumulative  effect of  an
    accounting  change  in  1983),  income taxes  and  fixed  charges (excluding
    capitalized interest)  less undistributed  equity income  by fixed  charges.
    Fixed  charges  represent  interest  (including  capitalized  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 Company's results reflect the  discontinuance of the former  electronics
    and  instrumentation sector as  well as some  other smaller units (effective
    March 31, 1987),  the sale of  50% of Union  Texas Petroleum Holdings,  Inc.
    ('Union  Texas') (effective  June 30,  1985), and  the consolidation  of The
    Signal Companies, Inc. (effective October 1, 1985).
 
(2) Reflects  the   impact  of   after-tax  provisions   for  streamlining   and
    restructuring  and  nonrecurring  items  aggregating  $676  million  for the
    spin-off of  Henley,  the write-down  to  net realizable  value  of  certain
    operations  disposed of, the rationalization of facilities, medical benefits
    for retirees of disposed  operations and certain environmental  liabilities,
    partly offset by a gain resulting from the sale of 50% of Union Texas.
 
                                USE OF PROCEEDS
 
     The  net proceeds  to be  received by  the Company  from sales  of the Debt
Securities and Warrants and  the exercise of Warrants  will be used for  general
corporate  purposes  which may  include  working capital,  capital expenditures,
stock repurchases and repayment of borrowings. Further information with  respect
to  use of the net proceeds  of the sale of the  Debt Securities and Warrants to
which this Prospectus relates will be set forth in Prospectus Supplements.
 
                         DESCRIPTION OF DEBT SECURITIES
 
     The following  statements are  subject to  the detailed  provisions of  the
Indenture  dated as of October 1, 1985 (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
$672,500,000 under the  Indenture. The Indenture  does not limit  the amount  of
debt securities which may be issued thereunder. The Debt Securities and Warrants
to which this Prospectus relates will be issued from time to time with aggregate
proceeds  of up to $460,000,000 or the equivalent thereof in foreign denominated
currency or ECU, 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
 
                                       3

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 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).
 
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).
 
                                       4

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  1987-2009 are outstanding  and a Note Facility  Agreement pursuant to which
approximately $96,000,000 of variable rate notes are outstanding, 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 $125 million, and  a subsidiary of Chase  is acting as marketing,
placement and indexing agent for  the above-referenced variable rate notes.  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).
 
DEFEASANCE OF THE INDENTURE AND DEBT SECURITIES
 
     If the Company deposits or causes to be deposited with the Trustee in trust
an amount  in money  or the  equivalent in  securities of  the government  which
issued  the currency in which the  Debt Securities are denominated or government
agencies backed by the  full faith and credit  of such government sufficient  to
pay  and discharge the  principal at maturity  of, and interest,  if any, to the
date of maturity on, a  then outstanding series of  Debt Securities, and if  the
Company  has paid or  caused to be paid  all other sums payable  by it under the
Indenture with respect to such  series, then the Indenture  will cease to be  of
further  effect  with  respect  to  such  series  (except  as  to  the Company's
obligations to compensate, reimburse and  indemnify the Trustee pursuant to  the
Indenture  with respect to such series), and  the Company will be deemed to have
satisfied and  discharged the  Indenture with  respect to  such series  (Section
401). In the event of any such defeasance, holders of such Debt Securities would
be able to look only to such trust fund for payment of principal and premium, if
any, and interest, if any, on their Debt Securities until maturity.
 
     Such  defeasance may be treated  as a taxable exchange  of the related Debt
Securities for an issue of obligations of the trust or a direct interest in  the
cash  and  securities held  in  the trust.  In that  case  holders of  such Debt
Securities would recognize gain or loss as if the trust obligations or the  cash
or  securities deposited, as the case may be, had actually been received by them
in exchange for their Debt Securities. Such holders thereafter might be required
to include in income a different amount than
 
                                       5

would be  includable in  the absence  of defeasance.  Prospective investors  are
urged  to consult  their own  tax advisors  as to  the specific  consequences of
defeasance.
 
                            DESCRIPTION OF WARRANTS
 
     The Company repurchased in  1988 warrants to  purchase $100,000,000 of  its
10.48%  Notes Due November 1,  1995 which it issued in  1985 and may issue other
Warrants  for  the  purchase  of   Debt  Securities.  Warrants  may  be   issued
independently  or together  with any Debt  Securities offered  by any Prospectus
Supplement and may  be attached to  or separate from  such Debt Securities.  The
Warrants  are to be issued  under Warrant Agreements to  be entered into between
the Company and a bank or trust company,  as Warrant Agent, all as set forth  in
the  Prospectus Supplement  relating to  the particular  issue of  Warrants. The
Warrant Agent will act solely as an agent of the Company in connection with  the
Warrant  Certificates  and will  not assume  any  obligation or  relationship of
agency or trust for  or with any holders  of Warrant Certificates or  beneficial
owners  of Warrants. A copy of the form of Warrant Agreement, including the form
of Warrant Certificate representing the  Warrants, is filed with the  Commission
as  an exhibit to the Registration  Statement to which this Prospectus pertains.
The following summaries of certain provisions  of the form of Warrant  Agreement
and  Warrant Certificate do not  purport to be complete  and are subject to, and
are qualified  in their  entirety by  reference to,  all the  provisions of  the
Warrant Agreement and the Warrant Certificate.
 
GENERAL
 
     If  Warrants are offered, the Prospectus Supplement will describe the terms
of the  Warrants, including  the following:  (i) the  offering price;  (ii)  the
currency  for which Warrants may be  purchased; (iii) the designation, aggregate
principal amount, currency  and terms  of the Debt  Securities purchasable  upon
exercise  of the Warrants; (iv) if applicable,  the designation and terms of the
Debt Securities with which  the Warrants are issued  and the number of  Warrants
issued  with each such Debt  Security; (v) if applicable,  the date on and after
which  the  Warrants  and  the  related  Debt  Securities  will  be   separately
transferable;  (vi)  the principal  amount of  Debt Securities  purchasable upon
exercise of  one Warrant  and the  price and  currency at  which such  principal
amount of Debt Securities may be purchased upon such exercise; (vii) the date on
which  the  right to  exercise the  Warrants  shall commence  and the  date (the
'Expiration Date') on which such right  shall expire; (viii) federal income  tax
consequences;  (ix) whether the Warrants represented by the Warrant Certificates
will be issued  in registered or  bearer form; and  (x) any other  terms of  the
Warrants.
 
     Warrant  Certificates  may be  exchanged  for new  Warrant  Certificates of
different  denominations,  may  (if  in   registered  form)  be  presented   for
registration  of transfer, and may be exercised at the corporate trust office of
the Warrant Agent or  any other office indicated  in the Prospectus  Supplement.
Prior  to the exercise of their Warrants,  holders of Warrants will not have any
of the rights of holders of the Debt Securities purchasable upon such  exercise,
including  any right to  receive payments of  principal of, premium,  if any, or
interest, if any, on  the Debt Securities purchasable  upon such exercise or  to
enforce covenants in the Indenture.
 
EXERCISE OF WARRANTS
 
     Each  Warrant will entitle the holder  to purchase such principal amount of
Debt Securities at such exercise price as shall in each case be set forth in, or
calculable from, the  Prospectus Supplement relating  to the Warrants.  Warrants
may  be exercised at  any time up to  5:00 P.M. New York  time on the Expiration
Date set forth in the Prospectus Supplement relating to such Warrants. After the
close of business  on the  Expiration Date  (or such  later date  to which  such
Expiration  Date  may be  extended by  the  Company), unexercised  Warrants will
become void.
 
     Warrants may be exercised  by delivery to the  Warrant Agent of payment  as
provided  in the  Prospectus Supplement of  the amount required  to purchase the
Debt Securities purchasable upon such exercise together with certain information
set forth  on the  reverse side  of the  Warrant Certificate.  Warrants will  be
deemed to have been exercised upon receipt of the exercise price, subject to the
receipt  within five  business days of  the Warrant  Certificate evidencing such
Warrants. Upon  receipt of  such payment  and the  Warrant Certificate  properly
completed  and duly executed at the corporate  trust office of the Warrant Agent
or any  other  office  indicated  in  the  Prospectus  Supplement,  the  Company
 
                                       6

will,  as soon as practicable, issue and deliver the Debt Securities purchasable
upon such  exercise. If  fewer than  all  of the  Warrants represented  by  such
Warrant  Certificate are exercised, a new Warrant Certificate will be issued for
the remaining amount of Warrants.
 
                              PLAN OF DISTRIBUTION
 
     The Company may sell the Debt Securities and Warrants 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 and  Warrants 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 and Warrants  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 and
Warrants in respect  of which this  Prospectus is delivered  or if Warrants  are
exercised  by a  broker-dealer, the Company  will sell such  Debt Securities and
Warrants to  the dealer,  as principal.  The dealer  may then  resell such  Debt
Securities and Warrants 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 and Warrants 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  and Warrants 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 by
reference to  the  Company's Annual  Report  on Form  10-K  for the  year  ended
December  31, 1987 have been so incorporated  in reliance on the report of Price
Waterhouse, independent  accountants, given  on their  authority as  experts  in
auditing and accounting.
 
     With  respect to  the unaudited interim  consolidated financial information
included in  the  Company's  Quarterly  Reports on  Form  10-Q  incorporated  by
reference  herein, Price Waterhouse performs reviews based on procedures adopted
by the American Institute of Certified Public Accountants. However, as stated in
their separate reports included in such Form 10-Q's, they do not audit and  they
do  not  express  an opinion  on  the unaudited  interim  consolidated financial
information. Price Waterhouse does not  carry out any significant or  additional
audit  tests beyond those which  would have been necessary  if their reports had
not been included in such  Form 10-Q's. Accordingly, each  such report is not  a
'report'  or 'part of a registration statement' within the meaning of Sections 7
and 11 of the Securities Act of 1933, and the liability provisions of Section 11
of such Act do not apply.
 
                                 LEGAL OPINIONS
 
     The legality of  the Debt Securities  and Warrants offered  hereby will  be
passed upon by Martin B. Cohen, Assistant General Counsel of the Company. At the
date  of  this  Prospectus,  Mr.  Cohen beneficially  owned  994  shares  of the
Company's Common Stock  and had the  right to acquire  2,379 shares through  the
exercise of vested options granted under option plans of the Company.
 
                                       7

________________________________________________________________________________
 
  NO PERSON IS AUTHORIZED TO GIVE ANY INFORMATION OR TO MAKE ANY REPRESENTATIONS
OTHER THAN THOSE CONTAINED IN THIS PROSPECTUS SUPPLEMENT OR THE PROSPECTUS, AND,
IF GIVEN OR MADE, SUCH INFORMATION OR REPRESENTATIONS MUST NOT BE RELIED UPON AS
HAVING  BEEN AUTHORIZED. NEITHER  THIS PROSPECTUS SUPPLEMENT  NOR THE PROSPECTUS
CONSTITUTES AN  OFFER  TO SELL  OR  THE SOLICITATION  OF  AN OFFER  TO  BUY  ANY
SECURITIES  OTHER THAN THE SECURITIES DESCRIBED IN THIS PROSPECTUS SUPPLEMENT OR
AN OFFER TO SELL  OR A SOLICITATION OF  AN OFFER TO BUY  SUCH SECURITIES IN  ANY
JURISDICTION  TO  ANY  PERSON TO  WHOM  IT IS  UNLAWFUL  TO MAKE  SUCH  OFFER OR
SOLICITATION IN  SUCH  JURISDICTION. NEITHER  THE  DELIVERY OF  THIS  PROSPECTUS
SUPPLEMENT  OR  THE PROSPECTUS  NOR  ANY SALE  MADE  HEREUNDER SHALL,  UNDER ANY
CIRCUMSTANCES, CREATE  ANY IMPLICATION  THAT THERE  HAS BEEN  NO CHANGE  IN  THE
AFFAIRS  OF THE  COMPANY SINCE  THE DATE  OF THE  PROSPECTUS OR  THIS PROSPECTUS
SUPPLEMENT OR THAT THE INFORMATION HEREIN OR  THEREIN IS CORRECT AS OF ANY  TIME
SINCE SUCH DATE.
 
                               ------------------
 
                               TABLE OF CONTENTS

                                                        PAGE
                                                        ----
                                                     
                 PROSPECTUS SUPPLEMENT
Available Information................................   S-2
Incorporation of Certain Documents by Reference......   S-2
Summary of Selected Financial Information............   S-3
Use of Proceeds......................................   S-3
Certain Terms of the Notes...........................   S-4
Underwriting.........................................   S-5
Experts..............................................   S-6
Legal Opinions.......................................   S-6
Validity of the Notes................................   S-6
 
                         PROSPECTUS
 
Available Information................................     2
Incorporation of Certain Documents by Reference......     2
The Company..........................................     3
Ratio of Earnings to Fixed Charges...................     3
Use of Proceeds......................................     3
Description of Debt Securities.......................     3
Description of Warrants..............................     6
Plan of Distribution.................................     7
Experts..............................................     7
Legal Opinions.......................................     7

 
                                  $100,000,000
 
                                     [LOGO]
 
                                  6.75% NOTES
                              DUE AUGUST 15, 2000
 
                               ------------------
 
                              PROSPECTUS SUPPLEMENT

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