SCHEDULE 13D

                                 UNITED STATES
                       SECURITIES AND EXCHANGE COMMISSION
                             Washington, D.C. 20549

                                  SCHEDULE 13D

                   Under the Securities Exchange Act of 1934
                               (Amendment No. 2)

                            COPLEY PROPERTIES, INC.
--------------------------------------------------------------------------------
                                (Name of Issuer)

                                  Common Stock
--------------------------------------------------------------------------------
                         (Title of Class of Securities)

                                  217 454 107
                          ----------------------------
                                 (CUSIP Number)

Victor P. Patrick, Assistant General Counsel, AlliedSignal Inc.
101 Columbia Road, Morristown, New Jersey 07962-2245   201-455-5977
--------------------------------------------------------------------------------
(Name, Address and Telephone Number of Person Authorized to Receive Notices and
Communications)

                               September 15, 1995
            --------------------------------------------------------
            (Date of Event which Requires Filing of this Statement)

If the filing person has previously  filed a statement on Schedule 13G to report
the  acquisition  which is the subject of this  Schedule 13D, and is filing this
schedule because of Rule 13d-1(b)(3) or (4), check the following box
                                                                       ----

Check the following box if a fee is being paid with this statement   
                                                                       ----

                               Page 1 of 10 pages

                                  SCHEDULE 13D

CUSIP No. 217 454 107
                                                       Page 2 of 10 Pages

1     NAME OF REPORTING PERSON
      S.S. or I.R.S. IDENTIFICATION NO. OF ABOVE PERSON

      AlliedSignal Inc.  22-264-0650

2     CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP
                                                                   (a)
                                                                       ----

                                                                   (b)
                                                                       ----

3     SEC USE ONLY

4     SOURCE OF FUNDS     OO

5     CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEMS
      2(d) or 2(E)
                                                                       ----

6     CITIZENSHIP OR PLACE OF ORGANIZATION    -   Delaware

  NUMBER OF      7         SOLE VOTING POWER          0
   SHARES
BENEFICIALLY     8         SHARED VOTING POWER        0
  OWNED BY
    EACH         9         SOLE DISPOSITIVE POWER     0
 REPORTING
   PERSON       10         SHARED DISPOSITIVE POWER   0
    WITH

11    AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON      0

12    CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES

                                                                       ----

13    PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW 11               0 percent

14    TYPE OF REPORTING PERSON                        EP

Item 1.           Security and Issuer.

                  This statement  relates to the Common Stock ('Common  Stock'),
of Copley Properties,  Inc., a Delaware  corporation  ('Copley'),  the principal
executive  office  of  which  is  located  at  399  Boylston   Street,   Boston,
Massachusetts 02116.

Item 2.           Identity and Background.

                  The shares of Common Stock were  purchased  by Northern  Trust
Company as the  trustee  of the  AlliedSignal  Inc.  Master  Pension  Trust (the
'Master Pension  Trust')  pursuant to the  instructions of AlliedSignal  Inc., a
Delaware  corporation  ('AlliedSignal')  for the account of certain funds of the
Master  Pension Trust which  AlliedSignal  manages.  This  statement  amends and
restates  AlliedSignal's  Schedule 13D filing made on April 23, 1990, as amended
by  Amendment  No.  1 filed  October  9,  1990.  AlliedSignal  is a  diversified
manufacturing  company with  businesses in aerospace,  automotive and engineered
materials.  AlliedSignal's  principal  office is located at 101  Columbia  Road,
Morristown, New Jersey 07962-2497.

                  Schedule A to this  statement  sets forth with respect to each
executive  officer and director of AlliedSignal the following  information:  (a)
name; (b) business address;  and (c) present principal  occupation or employment
and the  name,  principal  business  and  address  of any  corporation  or other
organization in which such employment is conducted. All of such persons are U.S.
citizens except for Hans B. Amell (Sweden) and Paul R. Schindler (France).

                  Neither   AlliedSignal   nor,   to  the  best   knowledge   of
AlliedSignal,  any person  listed on  Schedule A hereto has during the last five
years  (a)  been  convicted  in  any  criminal  proceeding   (excluding  traffic
violations  or  similar  misdemeanors)  or (b)  has  been  a  party  to a  civil
proceeding of a judicial or administrative body of competent jurisdiction and as
a result of such  proceeding  was or is subject to a  judgment,  decree or final
order  enjoining  future  violations  of, or  prohibiting  activity  subject to,
federal or state  securities  laws or finding any violation with respect to such
laws.

Item 3.           Source and Amount of Funds or Other Consideration.

                  The Master  Pension Trust  purchased a total of 312,700 shares
of Common Stock in a number of  transactions  beginning  in 1990.  The funds for
these  purchases were obtained from funds available for investment in the Master
Pension Trust.

Item 4.           Purpose of Transaction.

                  The Master Pension Trust acquired the Common Stock referred to
in  Item 3 in  various  transactions  beginning  in  1990  for  the  purpose  of
investment.  The Master Pension Trust also considered  whether it should acquire
the entire equity interest in Copley or in the  alternative  invest in a limited
partnership  which might be formed for the purpose of acquiring  Copley.  At the
time it completed its purchases,  The Master Pension Trust owned 312,700 shares,
or approximately 8.72% of the class of Copley Common Stock.

                                  Page 3 of 10

Item 5.           Interest in Securities of the Issuer.

                  See Items 7 through 13 of the cover page of this statement for
the aggregate  number and  percentage of the class of Common Stock  beneficially
owned by the Master Pension Trust.

                  From July 1995 through September 1995 The Master Pension Trust
reduced  its  beneficial  ownership  of Common  Stock in sales  transactions  as
follows:

                           Type of                             Approximate Percentage of
Date    No. Shares Sold  Transaction                            Class Owned After Sale
                                                        
7/21/95       1,500       AMEX                                          8.68%
7/25/95       8,500       AMEX                                          8.45%
9/15/95     302,700       Private Sale to EastGroup Properties          0.00%

Item 6.           Contracts, Arrangement, Understandings or Relationships.

                  As  detailed  under  Item 5,  The  Master  Pension  Trust  and
EastGroup Properties entered into an Agreement,  dated as of September 15, 1995,
filed as Schedule B to Amendment No. 2 to this statement, providing for the sale
to EastGroup  Properties of 302,700  shares of Common Stock at a price of $12.50
per share.

Item 7. Material to be Filed as Exhibits.

                  Agreement  dated  September 15, 1995 by and between The Master
Pension Trust and EastGroup Properties.

                                   Signature

                  After  reasonable  inquiry and to the best of my knowledge and
belief,  I certify  that the  information  set forth in this  statement is true,
complete and correct.

Dated: September 21, 1995                      ALLIEDSIGNAL INC.

                                               By: /s/ Edward T. Tokar
                                                  ---------------------------
                                                    Edward T. Tokar
                                                    Vice President - Investments

                                  Page 4 of 10

                                                                      Schedule A

                               AlliedSignal Inc.
                       Directors with Titles & Businesses

Becherer, Hans W.                          Deere & Company
Chairman and                               John Deere Road
Chief Executive Officer                    Moline, IL  61265-8098
                                           309-765-4114

Bossidy, Lawrence A.                       AlliedSignal Inc.
Chairman of the Board and                  101 Columbia Road
Chief Executive Officer                    Morristown, NJ  07962
                                           201-455-6551

Covert, Eugene E.                          Massachusetts Institute of Technology
T. Wilson Professor of Aeronautics         77 Massachusetts Avenue
                                           Bldg. 33, Room 215
                                           Cambridge, MA 02139
                                           617-253-2604

Fudge, Ann M.                              Kraft Foods, Inc. and
Executive Vice President                   Maxwell House Division
General Manager                            250 North Street
                                           White Plains, NY 10625
                                           914-335-2413

Kelley, General Paul X.                    Cassidy & Associates
Vice Chairman for Corporate Strategy       700 13th Street, N.W., Suite 400
                                           Washington, D.C. 20005
                                           202-824-6000

Luciano, Robert P.                         Schering-Plough Corporation
Chairman and Chief Executive Officer       One Giralda Farms
                                           Madison, NJ 07940
                                           201-822-7440

Palmer, Russell E.                         The Palmer Group
Chairman and Chief Executive Officer       3600 Market Street, Suite 530
                                           Philadelphia, PA 19104
                                           215-243-2590

Seidenberg, Ivan G.                        NYNEX Corporation
Chairman and Chief Executive Officer       1113 Westchester Avenue - Room 467
                                           White Plains, NY 10604
                                           914-644-6440

Sigler, Andrew C.                          Champion International Corporation
Chairman and Chief Executive Officer       One Champion Plaza
                                           Stamford, CT 06921
                                           203-358-7324

Stafford, John R.                          American Home Products Corporation
Chairman, President and                    Five Giralda Farms
Chief Executive Officer                    Madison, NJ 07940-0874
                                           201-660-5008

                                  Page 5 of 10

Stafford, Thomas P.                  General Technical Services, Inc.
Consultant                           4200 Perimeter Center Drive - Suite 102
                                     Oklahoma City, OK 73112
                                     405-947-1442

Winters, Robert C.                   The Prudential Insurance Company of America
Chairman Emeritus                    751 Broad Street
                                     Newark, NJ 07102-3777
                                     201-802-7722

                                  Page 6 of 10

                               AlliedSignal Inc.
                       Officers with Titles and Addresses

Amell, Hans B.                           AlliedSignal Inc.
Vice President - Marketing               101 Columbia Road
                                         Morristown, NJ 07962
                                         201-455-4200

Barpal, Isaac R.                         AlliedSignal Inc.
Senior Vice President and                101 Columbia Road
Chief Technology Officer                 Morristown, NJ 07962
                                         201-455-2001

Barter, John W.                          AlliedSignal Automotive
Executive Vice President and President   20650 Civic Center Drive
                                         P. O. Box 5029
                                         Southfield, MI 48086-5029
                                         810-827-5660

Bossidy, Lawrence A.                     AlliedSignal Inc.
Chairman of the Board and                101 Columbia Road
Chief Executive Officer                  Morristown, NJ 07962
                                         201-455-6551

Burnham, Daniel P.                       AlliedSignal Aerospace
Executive Vice President and President   2525 West 190th Street
                                         Torrance, CA 90504-6099
                                         310-512-3636

Cole, Kenneth W.                         AlliedSignal Inc.
Vice President - Government Relations    1001 Pennsylvania Avenue, NW, Suite 700
                                         Washington, DC 20004
                                         202-662-2670

D'Aloia, G. Peter                        AlliedSignal Inc.
Vice President and Controller            101 Columbia Road
                                         Morristown, NJ 07962
                                         201-543-2935

de Lacy, Catharine M.                    AlliedSignal Inc.
Vice President - Health, Safety &        101 Columbia Road
Environmental                            Morristown, NJ 07962
                                         201-455-6106

Garvey, Nancy A.                         AlliedSignal Inc.
Vice President and Treasurer             101 Columbia Road
                                         Morristown, NJ 07962
                                         201-455-4427

Kreindler, Peter M.                      AlliedSignal Inc.
Senior Vice President,                   101 Columbia Road
General Counsel and Secretary            Morristown, NJ 07962
                                         201-455-5513

Poses, Frederic M.                       AlliedSignal Engineered Materials
Executive Vice President and President   101 Columbia Road
                                         Morristown, NJ 07962
                                         201-455-3500

                                  Page 7 of 10

Redlinger, Donald J.                          AlliedSignal Inc.
Senior Vice President -                       101 Columbia Road
Human Resources and Communications            Morristown, NJ 07962
                                              201-455-3997

Schindler, Paul R.                            AlliedSignal Inc.
Senior Vice President - International         Suite 3812-16, 38/F
                                              Shell Tower, Times Square
                                              1 Matheson Street
                                              Causeway Bay, Hong Kong
                                              011-852-506-9009
                                              201-455-6026 (Morristown)

Schroeder, Richard P.                         AlliedSignal Inc.
Vice President - Manufacturing                101 Columbia Road
                                              Morristown, NJ 07962
                                              201-455-3468

Sierk, James E.                               AlliedSignal Inc.
Senior Vice President -                       101 Columbia Road
Quality and Productivity                      Morristown, NJ 07962
                                              201-455-2148

Stark, Raymond C.                             AlliedSignal Inc.
Vice President - Materials Management         101 Columbia Road
                                              Morristown, NJ 07962
                                              201-455-3131

Wallman, Richard F.                           AlliedSignal Inc.
Senior Vice President and                     101 Columbia Road
Chief Financial Officer                       Morristown, NJ 07962
                                              201-455-5107

                                  Page 8 of 10

CONFORMED COPY                                                        Schedule B

                                                      September 15, 1995

EastGroup Properties
P.O. Box 22728
Jackson, MS 39225-2728

   Re: Purchase and Sale of 302,700 Common Shares of Copley Properties, Inc.
       ---------------------------------------------------------------------

Dear Sirs:

                  Upon the terms and subject to the conditions set forth in this
letter,  The AlliedSignal  Inc. Master Pension Trust (the 'Trust') has agreed to
sell, and EastGroup  Properties  ('EastGroup')  has agreed to purchase,  302,700
common shares (CUSIP #217 454 107) of Copley Properties, Inc. (the 'Shares').

                  The trade date for the  purchase  and sale of the Shares shall
be  the  first  date  after  the  date  hereof  upon  which  the  Shares   trade
'ex-dividend' on the American Stock Exchange. Settlement shall occur through the
accounts of Northern Trust Company, on behalf of the Trust, and Deposit Guaranty
National  Bank, on behalf of EastGroup,  at the  Depository  Trust Company three
business days after the trade date (the 'Settlement  Date').  The  consideration
for the  purchase  and sale of the  Shares  shall be  $12.50  per  Share,  which
EastGroup  shall pay the Trust in U.S.  federal funds  currently and immediately
available to an account of the Trust to be identified in writing by the Trust to
EastGroup at least one business day prior to the Settlement  Date, in the amount
of Three  Million Seven Hundred  Eighty Three  Thousand  Seven Hundred and Fifty
U.S.  Dollars (US  $3,783,750.00)  prior to 1:00 p.m.,  prevailing New York City
time, on the Settlement Date.

                  The parties acknowledge and agree that the dividend payable by
Copley on October 10, 1995 shall be the property of the Trust.

                  Each  party  represents  and  warrants  to the  other  that no
broker,  finder or investment  banker is entitled to any brokerage,  finder's or
other fee or commission in connection with the purchase and sale of the Shares.

                  This  agreement  shall be governed by and construed  under the
laws of the State of New York  applicable  to  contracts  entered into and to be
performed within that State.

                                  Page 9 of 10

                  Please sign below to confirm your  understanding and agreement
of the terms set forth above.

                                      Sincerely,

                                      The AlliedSignal Inc. Master Pension Trust

                                      By: Northern Trust Company,
                                          As Trustee

                                      By: /s/ Susan M. Spalding
                                          ---------------------
                                      Name: Susan M. Spalding
                                      Title: Vice President

Acknowledged and Agreed:

EastGroup Properties

By: /s/ Leland R. Speed
    -------------------
Name: Leland R. Speed
Title: Chief Executive Officer and Managing Trustee

                                 Page 10 of 10