Section 240.14a-101  Schedule 14A.
          Information required in proxy  statement.
                 Schedule 14A Information
   Proxy Statement Pursuant to Section 14(a) of the Securities
                      Exchange Act of 1934
                        (Amendment No.  )
Filed by the Registrant [X]
Filed by a party other than the Registrant [ ]
Check the appropriate box:
[X]  Preliminary Proxy Statement
[ ]  Confidential, for Use of the Commission Only (as permitted
     by Rule 14a-6(e)(2))
[ ]  Definitive Proxy Statement
[ ]  Definitive Additional Materials
[ ]  Soliciting Material Pursuant to Section 240.14a-11(c) or Section
     240.14a-12

                      AlliedSignal Inc.
 .................................................................
     (Name of Registrant as Specified In Its Charter)

 .................................................................
(Name of Person(s) Filing Proxy Statement, if other than the Registrant)

Payment of Filing Fee (Check the appropriate box):
[X]  No fee required
[ ]  Fee computed on table below per Exchange Act Rules 14a-6(i)(1)
           and 0-11

     (1) Title of each class of securities to which transaction
           applies:

     ............................................................

     (2)  Aggregate number of securities to which transaction
           applies:

     .......................................................

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

     .......................................................

     (4) Proposed maximum aggregate value of transaction:

     .......................................................

     (5)  Total fee paid:

     .......................................................

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

          (1) Amount Previously Paid:

          .......................................................

          (2) Form, Schedule or Registration Statement No.:

          .......................................................

          (3) Filing Party:

          .......................................................

          (4) Date Filed:

          .......................................................

                                PRELIMINARY COPY
 
[LOGO]
 
                                                       AlliedSignal Inc.
                                                       P.O. Box 3000
                                                       Morristown, NJ 07962-2496

LARRY BOSSIDY
Chairman and
Chief Executive Officer
 
                                                        March 17, 1997
 
Dear Shareowner:
 
It  is my pleasure to invite you to attend AlliedSignal's 1997 Annual Meeting of
Shareowners. The meeting will be  held on Monday, April  28, 1997 at 10:00  a.m.
local  time at the  Company's headquarters, 101  Columbia Road, Morris Township,
New Jersey. The Notice of Annual  Meeting and Proxy Statement accompanying  this
letter describe the business to be transacted at the meeting.
 
During  the meeting, I will report to you on the Company's continued progress in
1996 and on our goals for 1997.  We welcome this opportunity to have a  dialogue
with our shareowners and look forward to your comments and questions.
 
If  you are a shareowner of record who  plans to attend the meeting, please mark
the appropriate box on  your proxy card.  If your shares are  held by a  broker,
bank  or  other  intermediary  and  you  plan  to  attend,  please  send written
notification to the Company's Shareholder Relations Department, P.O. Box  50000,
Morristown,  New Jersey 07962, and enclose evidence of your ownership (such as a
letter from the bank, broker or intermediary confirming your ownership or a bank
or brokerage firm  account statement). The  names of all  those indicating  they
plan to attend will be placed on an admission list held at the registration desk
at the entrance to the meeting.
 
It  is important that your  shares be represented at  the meeting, regardless of
the number you may hold.  Whether or not you plan  to attend, please sign,  date
and  return your proxy card as soon as  possible. This will not prevent you from
voting your shares in person if you are present.
 
A map and  directions to the  Company's headquarters  appear at the  end of  the
Proxy Statement. I look forward to seeing you on April 28.
 
                                            Sincerely,
 
                                            LARRY BOSSIDY

                            NOTICE OF ANNUAL MEETING
 
     The Annual Meeting of Shareowners of AlliedSignal Inc. (the 'Company') will
be  held on Monday, April 28, 1997 at  10:00 a.m. local time at the headquarters
of the Company, 101 Columbia Road, Morris Township, New Jersey, to consider  and
take  action  upon the  following matters  described  in the  accompanying Proxy
Statement:
 
     (1) Election of five directors;
 
     (2) Amendment of the Restated Certificate of Incorporation to increase  the
         number  of  authorized shares  of Common  Stock from  500 million  to 1
         billion;
 
     (3) Appointment  of Price  Waterhouse LLP  as independent  accountants  for
         1997;
 
     (4) A shareowner proposal regarding director independence;
 
     (5) A shareowner proposal regarding the annual election of directors; and
 
to transact such other business as may properly come before the meeting.
 
     The  Board  of  Directors  has  determined that  owners  of  record  of the
Company's Common Stock at the close of  business on March 3, 1997, are  entitled
to notice of and to vote at the meeting.
 
                                      By Order of the Board of Directors
 
                                          PETER M. KREINDLER
                                          Senior Vice President,
                                            General Counsel and Secretary
 
AlliedSignal Inc.
101 Columbia Road
Morris Township, NJ 07962
March 17, 1997

             ------------------------------------------------------
                             YOUR VOTE IS IMPORTANT
             To  vote  your shares,  please indicate  your choices,
             sign and date  the proxy  card, and return  it in  the
             enclosed postage-paid envelope. You may vote in person
             at the meeting even though you send in your proxy.
             ------------------------------------------------------

 

Table of Contents                                                                                      Page
- -----------------------------------------------------------------------------------------------------------
                                                                                                    
General Information..................................................................................    1
 
1 -- Election of Directors...........................................................................    2
 
     The Board of Directors and Committees of the Board..............................................    7
 
     Compensation of Directors.......................................................................    8
 
Voting Securities....................................................................................   10
 
Executive Compensation...............................................................................   11
 
2 -- Amendment of Restated Certificate of Incorporation to Increase the Number of Authorized Shares
     of Common Stock.................................................................................   20
 
3 -- Appointment of Independent Accountants..........................................................   21
 
Shareowner Proposals.................................................................................   22
 
     4 -- Proposal regarding Director Independence...................................................   22
 
     5 -- Proposal regarding the Annual Election of Directors........................................   24
 
Additional Information...............................................................................   27
 
Directions to Company Headquarters...................................................................  A-1

                                PROXY STATEMENT
 
                              GENERAL INFORMATION
 
     This  Proxy Statement is  furnished in connection  with the solicitation of
proxies by the Board of Directors  of AlliedSignal Inc. (the 'Company') for  use
at  the Annual Meeting of Shareowners to be  held on Monday, April 28, 1997, and
at any adjournment thereof. The solicitation of proxies provides all shareowners
who are  entitled to  vote  on matters  that come  before  the meeting  with  an
opportunity  to do  so whether  or not they  are able  to attend  the meeting in
person. This Proxy Statement and the related proxy card are first being sent  to
the Company's shareowners on or about March 17, 1997.
 
     Owners  of record of the Company's Common Stock (the 'Common Stock') at the
close of business on March 3, 1997, are entitled to notice of and to vote at the
Annual Meeting. At  January 1,  1997, there  were 282,814,625  shares of  Common
Stock  outstanding. The  owners of  a majority of  the shares  entitled to vote,
present in person  or represented  by proxy, will  constitute a  quorum for  the
transaction of business at the meeting. Shareowners are entitled to one vote for
each  share held.  If a  shareowner is a  participant in  the Company's Dividend
Reinvestment and Share  Purchase Plan  (the 'Dividend  Reinvestment Plan'),  the
proxy  card  represents shares  in the  participant's plan  account, as  well as
shares held of record in the participant's name.
 
     The shares represented by a properly signed and returned proxy card will be
voted as specified by the shareowner. If a proxy card is signed and returned but
no specification is  made, the  shares will  be voted  FOR the  election of  all
nominees for director (Proposal 1), the amendment of the Restated Certificate of
Incorporation  (Proposal  2)  and  the  appointment  of  independent accountants
(Proposal 3),  and AGAINST  the  shareowner proposals  described in  this  Proxy
Statement  (Proposals 4 and  5). A proxy may  be revoked by  a shareowner at any
time before it  is voted by  notice in  writing delivered to  the Secretary,  by
submission  of another proxy bearing a later date  or by voting in person at the
Annual Meeting.
 
     Abstentions are not counted as votes 'for' or 'against' a proposal, but are
counted in  determining  the  number  of shares  present  or  represented  on  a
proposal.  Therefore, since approval of Proposal 2 requires the affirmative vote
of a  majority  of  the shares  of  Common  Stock outstanding  and  approval  of
Proposals  3 through 5 requires the affirmative vote of a majority of the shares
of Common Stock present  or represented, abstentions have  the same effect as  a
vote  'against' those proposals. New York  Stock Exchange rules prohibit brokers
from voting  on  Proposals 4  and  5  without receiving  instructions  from  the
beneficial  owner of the shares. In  the absence of instructions, shares subject
to such  'broker non-votes'  will  not be  counted as  voted  or as  present  or
represented on those proposals.
 
     It  is the  policy of the  Company that  any proxy, ballot  or other voting
material that identifies the particular vote of a shareowner will, if  requested
thereon  by  the shareowner,  be kept  confidential,  except in  the event  of a
contested proxy solicitation or as  may be required by  law. The Company may  be
informed  whether or not a particular shareowner  has voted and will have access
to any comment written on a proxy, ballot or other material and to the  identity
of  the commenting shareowner.  Under the policy, the  inspectors of election at
any meeting will be independent parties unaffiliated with the Company.
 
                                       1

                           1 -- ELECTION OF DIRECTORS
 
     The Company's Board of Directors is  divided into three classes that  serve
staggered  three-year terms and are  as nearly equal in  number as possible. The
Board has nominated five candidates for  election as directors, four for a  term
ending  at the 2000 Annual Meeting and one  for a term ending at the 1999 Annual
Meeting. The  vote of  a plurality  of the  shares of  Common Stock  present  or
represented  and entitled to vote at the Annual Meeting is required for election
as a director.
 
     All of the nominees are currently  directors who were elected prior to  the
last  Annual Meeting, except  Henry T. Yang,  who joined the  Board in September
1996. Each nominee has consented  to being named in  the Proxy Statement and  to
serve  if elected.  If prior  to the  Annual Meeting  any nominee  should become
unavailable to serve, the shares represented  by a properly signed and  returned
proxy  card  will be  voted for  the election  of  such other  person as  may be
designated by the Board of  Directors, or the Board  may determine to leave  the
vacancy  temporarily  unfilled. All  directors serve  subject to  the retirement
policy described on page 7.
 
     Certain information regarding each nominee and each director continuing  in
office  after the Annual Meeting is set forth below, including age and principal
occupation, a brief account of business experience during at least the last five
years, certain other  directorships currently  held and  the year  in which  the
individual was first elected a director of the Company or one of its predecessor
companies.
 
                             NOMINEES FOR ELECTION
                             ---------------------
FOR TERM EXPIRING IN 2000

                                                            
[PHOTO OF              LAWRENCE  A. BOSSIDY, Chairman of  the Board and Chief  Executive Officer of the Company
LAWRENCE  A. BOSSIDY]
                       Mr. Bossidy became Chief Executive Officer of  the Company in July 1991 and Chairman  of
                       the  Board in January 1992. He previously served  in a number of executive and financial
                       positions with  General  Electric  Company, a  diversified  services  and  manufacturing
                       company,  which he joined  in 1957. Mr.  Bossidy was Chief  Operating Officer of General
                       Electric Credit  Corporation (now  General Electric  Capital Corporation)  from 1979  to
                       1981,  Executive  Vice President  and Sector  Executive of  GE's Services  and Materials
                       Sector from 1981 to 1984, and Vice Chairman and Executive Officer of GE from 1984  until
                       he  joined the Company. He is a director of Champion International Corporation and Merck
                       & Co., Inc.
 
                       Director since 1991                          Age 62
                       ----------------------------------------------------------------------------------------

                                       2

 

[PHOTO OF            ANN M. FUDGE, Executive Vice President of Kraft Foods, Inc.
ANN M. FUDGE]
                     Ms. Fudge joined  General Foods  USA in  1986 and  held several  planning and  marketing
                     positions  before being  appointed Executive Vice  President and General  Manager of the
                     Dinners and Enhancers  Division in 1991.  In 1994,  she was named  President of  General
                     Foods'  Maxwell House  Coffee Company.  In early 1995,  Ms. Fudge  became Executive Vice
                     President of Kraft Foods,  Inc. (the successor  to Kraft General  Foods, Inc., of  which
                     General  Foods USA was  an operating unit),  while continuing to  head the Maxwell House
                     Coffee Division as General Manager. Kraft  is the multinational food business of  Philip
                     Morris Companies Inc. Ms. Fudge is a director of Liz Claiborne, Inc.
 
                     Director since 1993                          Age 45
                     ----------------------------------------------------------------------------------------
 
[PHOTO OF            ROBERT  C. WINTERS,  Chairman Emeritus  of The  Prudential Insurance  Company of America
ROBERT  C. WINTERS]
                     Mr. Winters joined Prudential, a provider of insurance and financial services, in  1953.
                     During  his career with  Prudential, he held  various managerial positions  prior to his
                     election as Executive Vice  President in 1978,  Vice Chairman in  1984 and Chairman  and
                     Chief  Executive Officer in 1987. He retired as Chairman and Chief Executive Officer and
                     became Chairman Emeritus in December 1994.
 
                     Director since 1989                          Age 65
                     ----------------------------------------------------------------------------------------
 
[PHOTO OF            HENRY  T.  YANG,  Chancellor   of   the  University   of   California,   Santa   Barbara
HENRY T. YANG]
                     Dr. Yang became Chancellor of the University of California, Santa Barbara in 1994. Prior
                     to  his current position, he served in  a number of faculty and administrative positions
                     at Purdue University starting in 1969. He became Head of Purdue's School of  Aeronautics
                     and  Astronautics in 1979 and served as Dean  of the Schools of Engineering and Director
                     of the Computer Integrated Design, Manufacturing  and Automation Center from 1984  until
                     he joined the University of California.
 
                     Director since 1996                          Age 56
                     ----------------------------------------------------------------------------------------

                                       3

 

FOR TERM EXPIRING IN 1999
 
[PHOTO OF            PAUL   X.  KELLEY,  Vice  Chairman  for  Corporate  Strategy  of  Cassidy  &  Associates
PAUL X. KELLEY]
                     General Kelley served as Commandant of the  Marine Corps from 1983 until his  retirement
                     in  1987. He assumed his current position  with Cassidy & Associates, a Washington-based
                     government relations firm, in 1989. General Kelley is a director of GenCorp Inc., London
                     Insurance Group Inc., PHH Corporation, Saul Centers, Inc., Sturm, Ruger & Company, Inc.,
                     UST Inc. and The Wackenhut Corporation.
 
                     Director since 1987                          Age 68
                     ----------------------------------------------------------------------------------------
 
       INCUMBENT DIRECTORS CONTINUING IN OFFICE FOR TERM EXPIRING IN 1998
       ------------------------------------------------------------------------------------------------------

[PHOTO OF            RUSSELL  E.  PALMER,  Chairman  and  Chief   Executive  Officer  of  The  Palmer   Group
RUSSELL E. PALMER]
                     Mr.  Palmer established  The Palmer  Group, a  private investment  firm, in  1990, after
                     serving seven years as Dean of The Wharton School of the University of Pennsylvania.  He
                     previously  served  as Managing  Director  and Chief  Executive  Officer of  Touche Ross
                     International and Managing  Partner and  Chief Executive Officer  of Touche  Ross &  Co.
                     (USA)  (now Deloitte  and Touche). He  is a  director of Bankers  Trust Company, Bankers
                     Trust New York Corporation, Federal Home Loan Mortgage Corporation, GTE Corporation, The
                     May Department Stores Company and Safeguard Scientifics, Inc.
 
                     Director since 1987                          Age 62
                     ----------------------------------------------------------------------------------------
 
[PHOTO OF            IVAN  G.  SEIDENBERG,  Chairman  and  Chief  Executive  Officer  of  NYNEX   Corporation
IVAN G. SEIDENBERG]
                     Mr.  Seidenberg joined NYNEX Corporation,  a telecommunications and information services
                     provider, in 1983 after  holding various positions  with AT&T since  1966. He served  in
                     several  senior  management  positions at  NYNEX  before  becoming a  director  and Vice
                     Chairman of  the Board  in 1991,  President and  Chief Operating  Officer in  1994,  and
                     Chairman and Chief Executive Officer in 1995. He is a director of American Home Products
                     Corporation, CVS Corporation and Viacom Inc.
 
                     Director since 1995                          Age 50
                     ----------------------------------------------------------------------------------------

                                       4

 

[PHOTO OF            ANDREW C. SIGLER, Retired Chairman and Chief Executive Officer of Champion International
ANDREW C. SIGLER]    Corporation

                     Mr.  Sigler began his career  at Champion International Corporation,  a paper and forest
                     products company, in 1956. He was elected President and Chief Executive Officer in  1974
                     and  served as Chairman  and Chief Executive  Officer from 1979  until his retirement in
                     1996. He is a director of Bristol-Myers Squibb Company, The Chase Manhattan  Corporation
                     and General Electric Company.
 
                     Director since 1994                          Age 65
                     ----------------------------------------------------------------------------------------
 
[PHOTO OF            THOMAS P. STAFFORD, Consultant, General Technical Services, Inc.
THOMAS P. STAFFORD]
                     Lt.  Gen. Stafford  joined the  consulting firm of  General Technical  Services, Inc. in
                     1984. He is also  Vice Chairman and  co-founder of Stafford, Burke  and Hecker, Inc.,  a
                     Washington-based  consulting firm. After serving as an  astronaut for a number of years,
                     he retired in 1979 from the Air Force as Deputy Chief of Staff for Research, Development
                     and Acquisition and served as Vice Chairman of Gibraltar Exploration Limited until 1984.
                     Lt. Gen. Stafford is also  Chairman of the Board of  Omega Watch Corporation of  America
                     and  is a  director of  CMI Corporation,  Fisher Scientific  International Inc., Pacific
                     Scientific Company,  Seagate Technology  Inc., Tracor,  Inc., Tremont  Corporation,  The
                     Wackenhut Corporation and Wheelabrator Technologies Inc.
 
                     Director since 1981                          Age 66
                     ----------------------------------------------------------------------------------------
 
       INCUMBENT DIRECTORS CONTINUING IN OFFICE FOR TERM EXPIRING IN 1999
       ------------------------------------------------------------------------------------------------------
 
[PHOTO OF            HANS   W.  BECHERER,   Chairman  and  Chief   Executive  Officer  of   Deere  &  Company
HANS W. BECHERER]
                     Mr. Becherer began his business  career with Deere &  Company, a manufacturer of  mobile
                     power  machinery  and a  supplier of  financial services,  in 1962.  After serving  in a
                     variety of managerial and executive positions, he became a director of Deere in 1986 and
                     was elected President and Chief Operating Officer in 1987, President and Chief Executive
                     Officer in 1989 and Chairman  and Chief Executive Officer in  1990. He is a director  of
                     Schering-Plough Corporation.
 
                     Director since 1991                          Age 61
                     ----------------------------------------------------------------------------------------

                                       5

 

[PHOTO OF            ROBERT   P.   LUCIANO,   Chairman   of   the   Board   of   Schering-Plough  Corporation
ROBERT P. LUCIANO]
                     Mr.  Luciano  joined  Schering-Plough  Corporation,  a  manufacturer  and  marketer   of
                     pharmaceuticals and consumer products, in 1978. He served as President from 1980 to 1986
                     and  Chief Executive Officer from  1982 through 1995. He has  been Chairman of the Board
                     since 1984. He is a director of C.R. Bard, Inc. and Merrill Lynch & Co.
 
                     Director since 1989                          Age 63
                     ----------------------------------------------------------------------------------------
 
[PHOTO OF            ROBERT B. PALMER, Chairman, President and  Chief Executive Officer of Digital  Equipment
ROBERT B. PALMER]    Corporation

                     Mr.  Palmer  joined  Digital Equipment  Corporation,  a provider  of  networked computer
                     systems, software  and services,  in 1985.  He advanced  through a  series of  executive
                     positions  until he became President and Chief Executive Officer in 1992 and Chairman of
                     the Board in 1995.
 
                     Director since 1995                          Age 56
                     ----------------------------------------------------------------------------------------
 
[PHOTO OF            JOHN R. STAFFORD, Chairman,  President  and  Chief Executive  Officer of  American  Home
JOHN R. STAFFORD]    Products Corporation

                     Mr.  Stafford has held a number of positions with American Home Products, a manufacturer
                     of pharmaceutical, health care, animal  health and agricultural products, since  joining
                     that  company  in  1970. He  served  as  General Counsel,  Vice  President,  Senior Vice
                     President and Executive Vice President before  becoming President in 1981, an office  he
                     held until 1990 and which he resumed in early 1994. Mr. Stafford was elected Chairman of
                     the  Board and Chief Executive Officer in 1986.  He is a director of The Chase Manhattan
                     Corporation and NYNEX Corporation.
 
                     Director since 1993                          Age 59
                     ----------------------------------------------------------------------------------------

                                       6

THE BOARD OF DIRECTORS AND COMMITTEES OF THE BOARD
 
     The business of the Company is managed under the direction of the Board  of
Directors.  There  were nine  meetings  of the  Board  in 1996,  with individual
attendance averaging  96%  of  the meetings.  Average  attendance  by  incumbent
directors at all meetings of the Board and Committees of the Board on which they
served was also 96%.
 
     The  Board of Directors' retirement policy establishes 70 as the retirement
age for non-employee directors, as well as  for any director who is or has  been
the  Company's Chief  Executive Officer. A  director who  reaches retirement age
shall serve  until  the next  Annual  Meeting.  The policy  also  provides  that
non-employee  directors who discontinue the principal position or identification
which prevailed  at the  time  of their  election (other  than  by virtue  of  a
promotion)  shall offer to tender their resignations as directors. The Board has
discretion to make exceptions to the policy.
 
     Because of the number of matters requiring Board consideration, and to make
the most effective use of individual  Board members' capabilities, the Board  of
Directors  has established Committees  to devote attention  to specific subjects
and to assist  it in  the discharge of  its responsibilities.  The functions  of
these  Committees, their current members and  the number of meetings held during
1996 are described below.  A non-employee director may  also attend a  Committee
meeting  as an alternate member  at the request of  the Committee Chairman (with
the concurrence of the Chairman of the Board).
 
     The Audit  Committee recommends  the firm  to be  appointed as  independent
accountants  to audit the Company's financial statements and to perform services
related to  the audit;  reviews the  scope and  results of  the audit  with  the
independent accountants; reviews with management and the independent accountants
the  Company's interim and year-end operating results; considers the adequacy of
the internal accounting and  auditing procedures of  the Company; and  considers
the  accountants' independence.  The members of  the Audit  Committee, which met
five times in 1996, are Messrs.  R. E. Palmer (Chairman), Becherer, J.  Stafford
and Winters, Ms. Fudge and Gen. Kelley.
 
     The   Corporate   Governance   Committee   reviews   policies   and   makes
recommendations to the Board,  as appropriate, concerning Board-related  issues,
such  as the size and  composition of the Board,  the criteria and qualification
for election to the Board, retirement from the Board, director compensation  and
benefits, and the structure, composition and membership of Board committees. The
Committee also considers and recommends individuals for nomination as directors.
The  names of potential director candidates are  drawn from a number of sources,
including recommendations from members of the Board, management and shareowners.
Shareowners  wishing   to  recommend   Board   nominees  should   submit   their
recommendations  in writing to the Secretary,  AlliedSignal Inc., P.O. Box 4000,
Morristown, New Jersey 07962, with the submitting shareowner's name and  address
and  pertinent information about the proposed  nominee similar to that set forth
in  this  Proxy  Statement  for  Board  nominees,  including  current  principal
occupation  and employment, principal positions held  during the last five years
and a list of all companies which the individual serves as a director. (See  the
heading 'Additional Information -- Other Action at the Meeting' for a summary of
the  procedure applicable to a shareowner nomination at an annual meeting.) This
Committee is responsible for the periodic review of the overall effectiveness of
the Board and,  when appropriate, making  recommendations for improvements.  The
members  of the Corporate  Governance Committee, which met  three times in 1996,
are Messrs. Becherer (Chairman), Luciano, R. E. Palmer, Seidenberg and Winters.
 
                                       7

     The Corporate Responsibility  Committee reviews the  policies and  programs
that  are designed  to assure  the Company's  compliance with  legal and ethical
standards and that affect its role as a responsible corporate citizen, including
those relating to human resources  issues such as equal employment  opportunity,
to  health, safety and environmental matters,  and to proper business practices.
The members of the Committee are  Gen. Kelley (Chairman), Ms. Fudge, Messrs.  R.
B.  Palmer and Sigler, Lt. Gen. T. Stafford  and Dr. Yang. It met three times in
1996.
 
     The  Management  Development   and  Compensation   Committee  reviews   and
recommends   the   compensation   arrangements  for   officers;   approves  such
arrangements for  other senior  level employees;  considers matters  related  to
management development and succession and recommends individuals for election as
officers;  and  reviews  or  takes  such other  action  as  may  be  required in
connection with the bonus, stock and other benefit plans of the Company and  its
subsidiaries.  It  met five  times in  1996. The  Committee members  are Messrs.
Luciano (Chairman), Becherer, Seidenberg, Sigler and J. Stafford.
 
     The Retirement Plans Committee  appoints the trustees  for funds under  the
employee  pension benefit plans of the Company and certain subsidiaries; reviews
funding strategies; sets  investment policy  for fund assets;  and oversees  and
appoints  members of other committees investing  fund assets. This Committee met
three times in 1996. Its members are Messrs. Winters (Chairman), Luciano, R.  E.
Palmer, Sigler and J. Stafford and Ms. Fudge.
 
     The   Technology  Committee  reviews   corporate-wide  technology  matters,
including research, development  and engineering, and  advises the Company  with
respect  to its  technology program  and budget,  proposed changes  in corporate
strategy where  technology  is  a significant  component,  and  technologies  of
importance  to the Company's existing or new business areas. The members of this
Committee are Lt. Gen. T. Stafford (Chairman), Gen. Kelley, Messrs. R. B. Palmer
and Seidenberg and Dr. Yang. It met three times in 1996.
 
COMPENSATION OF DIRECTORS
 
     The compensation arrangements for  non-employee directors were modified  in
two respects, effective January 1, 1997. First, as described below, pensions for
directors  have been eliminated. Second, the annual Board retainer was increased
from $35,000 to $50,000, with the additional $15,000 credited to each director's
account in  the  Deferred  Compensation Plan  for  Non-Employee  Directors  (the
'Deferred Compensation Plan') in the form of Common Stock equivalents (which are
only  payable after  termination of Board  service). These changes  were made to
ensure a contemporary  and competitive approach  to director compensation  which
more directly aligns directors' interests with those of the shareowners.
 
     No  other changes  were made to  the following standard  retainers and fees
paid to non-employee directors: a fee  of $1,500 for Board meetings attended  on
any  day  (nine  during 1996);  an  annual  retainer of  $5,400  for  each Board
Committee served; and an  additional Committee Chairman  retainer of $4,000  for
the  Audit and Management Development and Compensation Committees and $2,000 for
all other  Board  Committees. While  no  meeting  fees are  generally  paid  for
attendance  at Committee  meetings, a  $1,000 fee  is paid  for attendance  at a
Committee meeting, or  other extraordinary  meeting related  to Board  business,
which  occurs apart from a Board  meeting, and a $1,000 per  day fee is paid for
special assignments. Non-employee directors are  also provided with $350,000  in
business   travel  accident  insurance  and   are  eligible  to  elect,  without
contribution by them,  $100,000 in term  life insurance and  medical and  dental
coverage for
 
                                       8

themselves  and  their eligible  dependents.  All directors  are  reimbursed for
expenses incurred in attending meetings.
 
     In September 1996,  the Board of  Directors voted to  amend the  Retirement
Plan for Non-Employee Directors (the 'Retirement Plan') to eliminate eligibility
for retirement benefits for any director elected to the Board after December 31,
1996.  In  addition, all  current directors  agreed  to waive  their right  to a
benefit under the  Retirement Plan in  exchange for a  one-time credit to  their
accounts in the Deferred Compensation Plan of a lump-sum amount representing the
present  value  at  December  31,  1996 of  their  projected  benefit  under the
Retirement Plan (assuming a $35,000 Board retainer upon retirement at age 70 and
a 15-year life expectancy; for directors under age 55, the calculation was based
on months  of  service  to date).  The  lump-sum  amount was  credited  to  each
director's  account on January 1, 1997,  either 100% in Common Stock equivalents
or 50% in Common Stock  equivalents and 50% in cash  (with interest at 10%),  as
elected by the director.
 
     Directors  may  also elect  to defer,  until a  specified calendar  year or
retirement from the Board, all or any portion of their other annual compensation
and to  have  such  compensation  credited to  their  account  in  the  Deferred
Compensation Plan. Amounts credited either accrue amounts equivalent to interest
at  the  same  rate  as  that  determined  by  the  Management  Development  and
Compensation Committee  for amounts  deferred  during the  same year  under  the
Company's  Incentive  Compensation  Plan (10%  for  1997)  or are  valued  as if
invested in Common  Stock equivalents or  one of the  other funds available  for
investments  by participants in the AlliedSignal Savings Plan, as elected by the
director. All amounts credited  as Common Stock  equivalents under the  Deferred
Compensation  Plan,  including  those  referred  to  above,  will  earn  amounts
equivalent to dividends, which will be credited to the directors' accounts as if
reinvested in Common Stock, and all such  deferred amounts will be paid in  cash
following  termination of  Board service.  Common Stock  equivalents credited to
directors' deferred accounts  are included in  the table set  forth below  under
'Voting  Securities.' Upon a change in control, a director will be entitled to a
lump-sum cash payment of all deferred amounts.
 
     Under the  Stock Plan  for Non-Employee  Directors, each  new  non-employee
director  receives a one-time grant  of 1,500 shares of  Common Stock, which are
subject to transfer  restrictions until the  director's service terminates  with
the  consent  of  a  majority  of  the  other  members  of  the  Board, provided
termination occurs  at  or after  age  65.  During the  restricted  period,  the
director has the right to receive dividends on and the right to vote the shares.
At  the end of the restricted period, a director is entitled to one-fifth of the
shares granted  for each  year  of service  (up to  five).  The shares  will  be
forfeited  if  the  director's  service  terminates  (other  than  for  death or
disability) prior to the  end of the restricted  period. The Plan also  provides
for the grant to each non-employee director continuing in office after an Annual
Meeting  of an option  to purchase 1,000 shares  of Common Stock  at 100% of the
fair market value of the Common Stock on the date of grant. Each option  becomes
fully  vested at the earliest of the  director's retirement from the Board at or
after age 70, death, disability or April 1  of the third year after the date  of
grant. Prior thereto, each option becomes exercisable in cumulative installments
of  40% of the shares subject to the option on April 1 of the year following the
grant date and an additional 30% on April 1 of each of the next two years.
 
                                       9

                               VOTING SECURITIES
 
     As  of January  1, 1997,  State Street Bank  & Trust  Company, 225 Franklin
Street, Boston, Massachusetts 02101 ('State Street'), held 31,590,603 shares, or
approximately 11.2%, of the outstanding Common Stock as trustee of the Company's
savings plans. Under the terms  of the plans, State  Street is required to  vote
shares  attributable to any participant in accordance with instructions received
from the participant and to vote all shares for which it shall not have received
instructions in the same ratio as the shares with respect to which  instructions
were  received.  State  Street  disclaims  beneficial  ownership  of  the shares
referred to above.  State Street  also held 2,698,022  shares, or  approximately
1.0%,  of the outstanding Common  Stock as trustee of  various trusts, with sole
voting power as to  2,587,127 shares, shared voting  power as to 12,095  shares,
sole  investment power as to 2,653,012 shares, and shared investment power as to
45,010 shares.
 
     FMR Corp.  (including  Fidelity  Management &  Research  Company,  Fidelity
Management  Trust  Company and  Fidelity  International Limited),  82 Devonshire
Street, Boston,  Massachusetts  02109, has  informed  the Company  that,  as  of
January 1, 1997, it beneficially owned 24,178,754 shares, or approximately 8.5%,
of  the  outstanding Common  Stock, primarily  in  their capacity  as investment
adviser, with sole voting power as  to 986,908 shares and sole investment  power
as to 24,178,754 shares.
 
     Set  forth below  is certain information  with respect to  ownership of the
Common Stock as of January 1, 1997 by each director, certain executive  officers
and by all directors and executive officers of the Company as a group:

                                                                   Number of
                              Name                                 Shares(1)(2)
- ----------------------------------------------------------------   ---------
                                                                
John W. Barter..................................................     554,372(3)
Hans W. Becherer................................................       7,226(3)
Lawrence A. Bossidy.............................................   1,395,755(3)
Daniel P. Burnham...............................................     488,371(3)
Ann M. Fudge....................................................       4,407(3)
Paul X. Kelley..................................................      13,052(3)
Peter M. Kreindler..............................................     244,621(3)
Robert P. Luciano...............................................       6,887(3)
Robert B. Palmer................................................       2,531
Russell E. Palmer...............................................       6,766(3)
Frederic M. Poses...............................................     546,469(3)
Ivan G. Seidenberg..............................................       2,391(3)
Andrew C. Sigler................................................      10,124(3)
John R. Stafford................................................      13,482(3)
Thomas P. Stafford..............................................       8,690(3)
Robert C. Winters...............................................      16,311(3)
Henry T. Yang...................................................       2,515
All directors and executive
  officers as a group...........................................   4,362,625(3)

 
                                                        (footnotes on next page)
 
                                       10

- ------------
 
(1) The  total for any individual is less than 0.5%, and the total for the group
    is less than 1.5%, of the shares of Common Stock outstanding.
 
(2) Includes (a) shares held individually, jointly with others or in the name of
    a family  member  or of  a  bank, broker  or  nominee for  the  individual's
    account,  (b) whole shares  attributable to participants  under the Dividend
    Reinvestment Plan and the AlliedSignal  Savings Plan, (c) restricted  shares
    as  to which directors have sole voting  power but no investment power prior
    to the lapse  of restrictions,  and (d) the  following number  of shares  or
    share-equivalents  in deferred accounts, as to which no voting or investment
    power exists: Mr. Barter, 40,514;  Mr. Becherer, 3,126; Mr. Bossidy,  6,686;
    Mr.  Burnham,  7,511; Ms.  Fudge, 307;  Gen.  Kelley, 6,314;  Mr. Kreindler,
    9,703; Mr. Luciano, 1,787; Mr. R. B. Palmer, 1,031; Mr. R. E. Palmer, 1,666;
    Mr. Poses, 81,727; Mr. Seidenberg, 491; Mr. Sigler, 4,024; Mr. J.  Stafford,
    1,382; Lt. Gen. T. Stafford, 4,590; Mr. Winters, 2,186; Dr. Yang, 1,015; and
    all directors and executive officers as a group, 238,324.
 
(3) Includes shares which the following have the right to acquire within 60 days
    through  the  exercise of  vested stock  options:  Mr. Barter,  488,000; Mr.
    Bossidy, 1,175,000; Mr. Burnham, 430,000; Mr. Kreindler, 229,000; Mr. Poses,
    442,900; Mr. Seidenberg, 400; each other non-employee director except Mr. R.
    B. Palmer and Dr. Yang, 1,100; and all directors and executive officers as a
    group, 3,716,226; no voting or investment power exists with respect to  such
    shares prior to acquisition.
 
                            ------------------------
 
Section 16(a) Beneficial Ownership Reporting Compliance
 
     Section 16(a) of the Securities Exchange Act of 1934 requires the Company's
directors and executive officers to file reports relating to their ownership and
changes  in  ownership of  the  Common Stock  with  the Securities  and Exchange
Commission and New  York Stock Exchange.  Based on information  provided by  the
Company's  directors  and officers  and a  review of  such reports,  the Company
believes that all required reports were filed on a timely basis during 1996.
 
                             EXECUTIVE COMPENSATION
 
REPORT OF THE MANAGEMENT DEVELOPMENT AND COMPENSATION COMMITTEE
 
     The Management  Development  and Compensation  Committee  of the  Board  of
Directors  (the 'Committee'), subject to the approval of the Board of Directors,
determines the compensation of the Company's executive officers and oversees the
administration of  executive compensation  programs. The  Committee is  composed
solely of independent directors.
 
Executive Compensation Policies and Programs
 
     The  Company's executive compensation programs  are designed to attract and
retain highly qualified executives and  to motivate them to maximize  shareowner
returns by achieving
 
                                       11

aggressive  goals. The programs  link each executive's  compensation directly to
performance. A significant portion of each executive's compensation is dependent
upon the appreciation of the Common Stock and meeting financial goals and  other
individual performance objectives.
 
     There are three basic components to this 'pay for performance' system: base
pay;  annual incentive bonus; and long-term, equity-based incentive compensation
(primarily stock  options).  Each  component  is addressed  in  the  context  of
competitive  conditions.  In  determining competitive  compensation  levels, the
Company analyzes  information from  several  independent surveys  which  include
information regarding comparably-sized industrial companies. Since the Company's
market  for executive talent extends beyond  its own industries, the survey data
include companies  outside the  industrial  classifications represented  in  the
Composite Group Index referred to below under 'Performance Graph.'
 
     Base  pay. Base pay is designed to be competitive within 20% above or below
median  salary  levels  at  other  large  industrial  companies  for  equivalent
positions.  The executive's actual salary relative to this competitive framework
varies based on individual performance  and the individual's skills,  experience
and background.
 
     Annual  incentive bonus. In 1996, each executive was eligible to receive an
annual cash  bonus. Award  levels, like  the base  salary levels,  are set  with
reference  to competitive conditions and are  intended to motivate the Company's
executives by  providing  substantial  bonus payments  for  the  achievement  of
aggressive  goals. The actual amounts paid  were determined by performance based
on two  factors:  first,  financial  performance,  which  was  measured  against
objectives established for net income, cash flow and productivity increases; and
second, the individual executive's performance against other specific management
objectives,  including improving customer  satisfaction, negotiating significant
transactions and developing strategic  business alliances. Financial  objectives
were  given greater weight than other management objectives in determining bonus
payments. The  types and  relative importance  of specific  financial and  other
business  objectives varied  among the  Company's executives  depending on their
positions and  the  particular  operations  or functions  for  which  they  were
responsible.
 
     Long-term, equity-based incentive compensation. The long-term, equity-based
compensation  program is  tied directly to  shareowner return.  The executive is
rewarded if the shareowners receive the benefit of appreciation in the price  of
the  Common Stock. Under the  program, long-term incentive compensation consists
of stock  option  grants  which  vest over  a  multi-year  period.  Options  for
executive officers are granted in tandem with limited stock appreciation rights,
which  are designed to provide the executive with an economic benefit comparable
to that available  to all shareowners  in the event  of a tender  offer for  the
Company's shares, a change in control or similar event. The Company periodically
grants  new  awards to  provide  continuing incentives  for  future performance,
without regard to the number of outstanding awards. Depending on the  executive,
grants  are  either made  annually, with  vesting over  a three-year  period, or
periodically, with vesting over a longer  period but subject to acceleration  if
specified  financial performance objectives are achieved. Like the annual bonus,
award levels  are  set  with  regard to  competitive  considerations,  but  each
individual's  actual award is based upon the individual's performance, potential
for advancement,  leadership  ability  and commitment  to  the  Company's  total
quality efforts.
 
                                       12

     The principal purpose of the long-term incentive compensation program is to
encourage  the Company's  executives to  enhance the  value of  the Company and,
hence, the price of the Common Stock and the shareowners' return. This component
of the compensation system (through extended vesting) also is designed to create
an incentive for the individual to remain with the Company. In addition,  awards
of  restricted units, each of  which entitles the holder  to one share of Common
Stock on vesting  (or cash  in the  Committee's discretion),  may be  made on  a
select  basis  to  individual  executives  in  order  to  enhance  the retention
incentive. These units vest over an extended period of up to ten years.
 
     The Company intends, to the  extent practicable, to preserve  deductibility
under  the Internal Revenue Code of  compensation paid to its executive officers
while maintaining compensation programs to  attract and retain highly  qualified
executives  in a  competitive environment. Accordingly,  compensation paid under
the Company's  1993 Stock  Plan  and Incentive  Compensation Plan  is  generally
deductible,  although certain  compensation paid to  some executives  may not be
deductible.
 
Annual Reviews
 
     Each year, the Committee reviews  the executive compensation policies  with
respect  to  the  linkage between  executive  compensation and  the  creation of
shareowner value, as well as the competitiveness of the programs. The  Committee
determines  what changes, if any, are  appropriate in the compensation programs.
In conducting these annual reviews, the Committee considers information provided
by the Chief Executive Officer and the Senior Vice President-Human Resources and
Communications and uses surveys and reports prepared by independent compensation
consultants. The Committee also monitors the  levels of ownership in shares  and
share-equivalents  of the Common Stock for each executive officer to assure that
officers maintain  ownership  positions  that  are  consistent  with  guidelines
established at other large industrial companies.
 
     The  Committee  annually  reviews  with  the  Chief  Executive  Officer the
individual performance of  each of the  other executive officers  and the  Chief
Executive Officer's recommendations with respect to the appropriate compensation
awards.  With  Board authorization,  the Committee  approves salary  actions and
determines the amount of annual bonus and the number of long-term,  equity-based
awards  for each  officer. The Committee  also reviews with  the Chief Executive
Officer the financial  and other  objectives for  each of  the senior  executive
officers for the following year.
 
     In  1996, awards  to executive  officers as  a group  reflected the overall
financial performance  of the  Company,  which included  record net  income  and
achievement  of the  Company's earnings per  share goals.  Awards to individuals
also reflected performance against their specific management objectives, as well
as  the  performance  of  the  operations  or  functions  for  which  they  were
responsible.
 
     Consistent  with past  practice, the  Committee in  1996 approved long-term
incentive and retention awards with extended vesting and performance vesting for
a small group  of key  executives (including  some executive  officers) who  are
viewed  as critical resources for enabling  the Company to realize its long-term
objectives.   These    significant,   one-time    grants   of    options    vest
 
                                       13

ratably   over  nine  years,  with   acceleration  of  vesting  following  three
consecutive years of at least 15% growth in the Company's consolidated  earnings
per  share. Additional options were granted which  will vest only if the Company
achieves at least 15% annual growth in consolidated earnings per share for  four
consecutive  years and five consecutive years,  respectively. All of the options
were granted in tandem with limited stock appreciation rights. Grants were  also
made  of restricted units  which vest on  the tenth anniversary  of the grant or
earlier upon achievement of three consecutive years of consolidated earnings per
share growth  of  at  least 15%.  These  special  awards are  aligned  with  the
performance-vesting  and long-term  retention focus  of the  long-term incentive
awards provided to the Chief Executive Officer in 1994 and the Sector Presidents
in 1995. The Committee expects to  continue to provide special retention  grants
of a similar nature to a small number of executives annually.
 
Chief Executive Officer
 
     Under  Mr.  Bossidy's employment  agreement, which  extends until  April 1,
2000, Mr. Bossidy is entitled  to an annual salary  of $2,000,000 and a  minimum
target  incentive bonus of 80% of base  salary. Based on the Company's financial
performance in  1996, which  included  a 17%  increase  in earnings  per  share,
representing  the fifth  consecutive annual  increase of  at least  15%, and net
income in excess of $1 billion for the first time, as well as a 41% increase  in
the  price of the Common Stock,  strategic and globalization initiatives and new
total quality initiatives, including customer excellence, the Committee  awarded
Mr.  Bossidy  a  bonus of  $2,800,000.  In light  of  the grant  of  options and
restricted units made to Mr. Bossidy in  1994 under the terms of his  employment
agreement, no further grants of options or units were made to him in 1996.
 
                            ------------------------
 
Members of the Management Development and Compensation Committee:
 
Robert P. Luciano, Chairman
Hans W. Becherer
Ivan G. Seidenberg
Andrew C. Sigler
John R. Stafford
 
                                       14

SUMMARY COMPENSATION TABLE
 
     The  following  table  contains  information  concerning  the  most  highly
compensated executive  officers of  the Company,  as required  under  applicable
rules of the Securities and Exchange Commission.
 
                           SUMMARY COMPENSATION TABLE
                           --------------------------

                                    Annual Compensation              Long-Term Compensation
                            ------------------------------------    -------------------------
                                                                                    Securities
 Name and Principal                                 Other Annual      Restricted    Underlying     All Other
      Position       Year     Salary      Bonus     Compensation    Unit Awards(1)  Options(#)  Compensation(2)
- -------------------- -----  ----------  ----------  ------------    --------------  ---------   ---------------
                                                                           
Lawrence A.          1996   $2,000,000  $2,800,000    $  6,576            --           --         $ 1,028,889
  Bossidy            1995    2,000,000   2,350,000      58,206(3)         --           --           1,005,653
  Chairman of the    1994    1,625,000   2,000,000       7,260        $  8,756,250  1,800,000         858,589
  Board and Chief
  Executive Officer
Frederic M.          1996      493,500     670,000      15,767            --           --             101,901
  Poses              1995      475,000     625,000       2,710           1,072,500    650,000          61,254
  Executive Vice     1994      450,000     525,000      18,717              82,925    120,000          55,305
  President
  (Engineered
  Materials)
Daniel P.            1996      473,333     575,000      61,379            --           --              76,407
  Burnham            1995      450,000     445,000      77,539           1,072,500    650,000          73,290
  Executive Vice     1994      416,670     390,000      65,903              82,925    120,000          70,485
  President
  (Aerospace)
John W.              1996      466,667     500,000       4,385            --           --              67,292
  Barter             1995      450,000     400,000         767           1,072,500    650,000          52,991
  Executive Vice     1994      412,500     390,000         937              49,600     72,000          49,285
  President
  (Automotive)
Peter M.             1996      410,000     430,000       4,835            --          390,000          45,315
  Kreindler          1995      410,000     380,000         468             680,000     70,000          38,855
  Senior Vice        1994      385,000     340,000         880              45,725     66,000          37,468
  President, General
  Counsel and
  Secretary

- ------------
 
(1) Restricted  unit awards, valued on the date of the award, entitle the holder
    to receive one share of Common Stock for each unit when the unit vests.  The
    Committee  has the discretion to pay all or part of such awards in cash. All
    units reflected in the table vest in equal annual installments on January  1
    of  each of  the four  years following the  award, except  for 250,000 units
    included for Mr. Bossidy in 1994 and all restricted units included for 1995,
    none of which vests in less than three years. The total number of units held
    and their value at  the end of  1996 were as  follows: Mr. Bossidy,  725,796
    units  ($48,628,332);  Mr. Poses,  44,101  units ($2,954,767);  Mr. Burnham,
    42,501 units ($2,847,567);  Mr. Barter, 41,706  units ($2,794,302); and  Mr.
    Kreindler,  21,145 units ($1,416,715). Common Stock dividend equivalents are
    payable on each unit.
 
                                       15

(2) Amounts shown for 1996 consist of matching contributions made by the Company
    under the  savings plan  and  supplemental savings  plan: for  Mr.  Bossidy,
    $80,004;  Mr. Poses, $39,403; Mr. Burnham, $37,872; Mr. Barter, $37,336; and
    Mr. Kreindler,  $16,404;  the value  of  life insurance  premiums:  for  Mr.
    Bossidy,  $907,410; Mr.  Poses, $19,305;  Mr. Burnham,  $37,145; Mr. Barter,
    $16,285; and Mr. Kreindler, $22,060; and above-market interest earned during
    1996 on previously deferred  compensation but not paid  or payable in  1996:
    for  Mr.  Bossidy, $41,475;  Mr. Poses,  $43,193;  Mr. Burnham,  $1,390; Mr.
    Barter, $13,671; and Mr. Kreindler, $6,851.
 
(3) Includes $18,627  for  estate  planning  and  $23,690  for  Company-provided
    transportation.
 
OPTION TABLES
 
     The  following tables contain information  concerning stock options, all of
which were granted with an exercise price equal to 100% of the fair market value
of the Common Stock on the date of grant.
 
                       OPTION GRANTS IN LAST FISCAL YEAR
                       ---------------------------------

                                        Number of       % of Total
                                        Securities       Options
                                        Underlying      Granted to     Exercise                  Grant Date
                                         Options       Employees in     Price      Expiration     Present
                Name                     Granted       Fiscal Year      ($/Sh)        Date        Value(1)
- ------------------------------------    ---------      ------------    --------    ----------    ----------

Lawrence A. Bossidy.................       --               --            --          --             --
Frederic M. Poses...................       --               --            --          --             --
Daniel P. Burnham...................       --               --            --          --             --
John W. Barter......................       --               --            --          --             --
Peter M. Kreindler..................     300,000(2)         6.4         $ 50.63      1/31/06     $3,639,000
                                          30,000(3)         0.6           50.63      1/31/06        363,900
                                          60,000(4)         1.3           50.63      1/31/06        727,800

- ------------
 
(1) Options are valued using a Black-Scholes option pricing model which  assumes
    a historic five-year average volatility of 21.1%, the average dividend yield
    for the three years ended December 31, 1995 (1.8%), a 5.4% risk-free rate of
    return  (based on the average zero coupon five-year U.S. Treasury note yield
    for the month of grant), and an expected option life of five years based  on
    past  experience. No  adjustments are  made for  risk of  forfeiture or non-
    transferability. Options will have no actual value unless, and then only  to
    the  extent that, the Common Stock price  appreciates from the grant date to
    the exercise date.  If the  grant date  present values  are realized,  total
    shareowner  value will have  appreciated by approximately  $3.4 billion, and
    the value of the granted  options reflected in the  table will be less  than
    0.2% of the total shareowner appreciation.
 
(2) These  options vest  in cumulative  installments of  10% per  year for eight
    years commencing on January 1, 1997, and the final installment of 20%  vests
    on January 1, 2005. They are subject
 
                                       16

    to  earlier  vesting  on  April  1  of  the  year  following  the  Company's
    achievement of at least  15% growth in consolidated  earnings per share  for
    three consecutive years. The options are accompanied by tandem limited stock
    appreciation  rights ('LSARs'), which provide that  in the event of a tender
    offer for the Company's shares, a change in control or similar event, a cash
    payment will be  made within  90 days equal  to the  difference between  the
    option exercise price and a price for the Common Stock related to the event,
    and the corresponding options will expire.
 
(3) These  options and  accompanying tandem  LSARs vest on  April 1  of the year
    following the Company's achievement  of four consecutive  years of at  least
    15%  annual growth in consolidated earnings per share; the earliest possible
    vesting date is April 1, 2000.
 
(4) These options and  accompanying tandem  LSARs vest on  April 1  of the  year
    following  the Company's achievement  of five consecutive  years of at least
    15% annual growth in consolidated earnings per share; the earliest  possible
    vesting date is April 1, 2001.
 
                            ------------------------
 
                AGGREGATED OPTION EXERCISES IN LAST FISCAL YEAR
                -----------------------------------------------
                          AND YEAR-END OPTION VALUES
                          --------------------------

                                                                                      
                                                          Number of Securities        Value of Unexercised
                                Shares                   Underlying Unexercised     In-the-Money Options(1)
                              Acquired on                 Options at Year-End           at Year-End
                               Exercise      Value     --------------------------  --------------------------
Name                              (#)       Realized   Exercisable  Unexercisable  Exercisable  Unexercisable
- ----------------------------- -----------  ----------  -----------  -------------  -----------  -------------

Lawrence A. Bossidy..........   175,000    $7,005,025    1,085,000    1,290,000    $37,414,500   $ 41,686,500
Frederic M. Poses............    65,000     2,081,495      326,900      636,000     10,702,484     19,875,000
Daniel P. Burnham............    82,250     3,536,898      314,000      636,000     10,703,000     19,875,000
John W. Barter...............    68,000     2,824,949      386,400      621,600     15,130,420     19,468,200
Peter M. Kreindler...........    65,268     2,258,366      149,200      451,800      4,670,490      8,263,710

- ------------
 
(1) 'In-the-Money  Options' are those which have an exercise price that is lower
    than the fair market value of the underlying securities.
 
                                       17

PERFORMANCE GRAPH
 
     The following graph compares the  five-year cumulative total return on  the
Common Stock to the total returns on the Standard & Poor's 500 Stock Index and a
composite  index  of corporations  in the  same industries  as the  Company (the
'Composite Group Index').

                              [PERFORMANCE GRAPH]

Company  Common Stock     140.5      186.4      163.5      232.5      332.8
S&P 500                   107.6      118.4      120.0      164.9      202.7
Composite Group           108.8      125.7      135.1      192.5      250.1

     In each case, a $100 investment on December 31, 1991 and reinvestment of
     all dividends are assumed. Returns are at December 31 of each year.
 
                            ------------------------

     The Composite Group Index combines the  total returns on the published  Dow
Jones  indices  for  the  Aerospace  &  Defense,  Automobile  Parts  & Equipment
Excluding Tire and Rubber Makers, and Chemical Groups. The total return for  the
Composite  Group  Index  is  calculated by  adding  the  products  obtained from
separately multiplying the total return for  each of the three Dow Jones  groups
by  the total market capitalization of the  companies included in that group and
dividing by the  total market capitalization  of the companies  included in  the
three  groups.  This  calculation  is  made for  each  year  using  stock market
capitalization data as of the beginning of  the year provided to the Company  by
Dow  Jones. Shareowners  may obtain this  data from  the Secretary, AlliedSignal
Inc., P.O. Box 4000, Morristown, New Jersey 07962.
 
                                       18

RETIREMENT BENEFITS
 
     The following table illustrates the estimated annual pension benefits which
would be provided on retirement at age 65 under the Company's Retirement Program
(the  'Pension  Plan')  and  an  unfunded  supplemental  retirement  plan   (the
'Supplemental  Plan'), after applicable deductions for Social Security benefits,
to salaried employees having specified average annual remuneration and years  of
service.
 
                                 PENSION TABLE
                                 -------------

  Average                                 Years of Service
   Annual        ------------------------------------------------------------------
Remuneration        5            10            15             20          25 - 30
- ------------     --------     --------     ----------     ----------     ----------

 $  500,000      $ 40,415     $ 90,415     $  140,415     $  190,415     $  240,415
    700,000        60,415      130,415        200,415        270,415        340,415
    900,000        80,415      170,415        260,415        350,415        440,415
  1,100,000       100,415      210,415        320,415        430,415        540,415
  1,500,000       140,415      290,415        440,415        590,415        740,415
  2,000,000       190,415      390,415        590,415        790,415        990,415
  2,500,000       240,415      490,415        740,415        990,415      1,240,415
  3,000,000       290,415      590,415        890,415      1,190,415      1,490,415
  3,500,000       340,415      690,415      1,040,415      1,390,415      1,740,415
  4,000,000       390,415      790,415      1,190,415      1,590,415      1,990,415

     The  benefit amounts shown in the Pension  Table are computed on a straight
life annuity  basis. At  January  1, 1997,  the  following individuals  had  the
indicated number of years of credited service for pension purposes: Mr. Bossidy,
5.5; Mr. Poses, 27.33; Mr. Burnham, 14.67; Mr. Barter, 20.83; and Mr. Kreindler,
5.0.
 
     The  amounts in  the Salary and  Bonus columns of  the Summary Compensation
Table for 1996 would be included in computing remuneration for pension purposes.
Average annual remuneration under  the Pension Plan is  calculated based on  the
highest  paid  60  consecutive  months  of  an  employee's  last  120  months of
employment.
 
     Under his  employment  agreement, Mr.  Bossidy  is entitled  to  receive  a
retirement  benefit, commencing on termination  of employment, equivalent to 60%
of his final average  compensation (based on his  highest three years of  salary
and  bonus) payable  annually for  his lifetime,  and 30%  of his  final average
compensation payable  annually  thereafter  to  his  surviving  spouse  for  her
lifetime.  If Mr. Bossidy dies prior to  retirement, a benefit equivalent to 30%
of his  final average  compensation  will be  paid  for his  surviving  spouse's
lifetime.  Benefits  under  the  agreement will  be  reduced  by  any retirement
benefits payable  under the  Pension Plan  and Supplemental  Plan, any  survivor
benefit  payable under the Company's executive life insurance program and, under
certain circumstances,  benefits  payable  under pension  plans  of  his  former
employer.
 
EMPLOYMENT AND TERMINATION ARRANGEMENTS
 
     Mr.  Bossidy's  agreement  with  the Company  provides  for  his employment
through April 1, 2000 at  a salary of $2,000,000 per  year, and a target  annual
incentive bonus of at least
 
                                       19

80%  of salary. The agreement  also provided for the  grant in 1994 of 1,500,000
options and 250,000 restricted units, all of which will vest on April 1, 1997 as
a result of the Company's attainment of three consecutive years of at least  15%
annual  growth in  consolidated earnings per  share. In  addition, the agreement
provided for the  grant of  an additional  125,000 restricted  units, 50,000  of
which  vest  only  if  the  Company  achieves  at  least  15%  annual  growth in
consolidated earnings per share for four  consecutive years and 75,000 of  which
vest  only if the Company achieves such growth for five consecutive years. These
grants were designed to link  Mr. Bossidy's long-term incentive compensation  to
the  Company's performance  and further  align his  interests with  those of the
shareowners. The agreement also  provides for benefits  on retirement which  are
described  under 'Retirement Benefits.' The  Company has assumed obligations for
certain life insurance policies and will be reimbursed from the proceeds of  the
policies  for premiums it pays; the value  of these premiums is reflected in the
Summary Compensation Table.
 
     Under the Severance Plan for Senior Executives (the 'Plan'), the executives
named in the Summary Compensation Table would be entitled to payments equivalent
to base salary and annual incentive bonus (and continuation of certain benefits,
such as group life and medical insurance coverage) for a period of 36 months (or
a lump  sum  payment following  a  change in  control)  if their  employment  is
terminated  other  than for  'gross cause'  (which  includes fraud  and criminal
conduct). Payments would  not continue after  an executive reaches  age 65.  The
Plan  provides for an  additional payment sufficient to  eliminate the effect of
any applicable  excise  tax  on  severance  payments  in  excess  of  an  amount
determined  under Section 280G of the Internal Revenue Code. Payments subject to
the excise tax would not be deductible by the Company.
 
            2 -- AMENDMENT OF RESTATED CERTIFICATE OF INCORPORATION
          TO INCREASE THE NUMBER OF AUTHORIZED SHARES OF COMMON STOCK
 
     Article FOURTH  of  the  Company's Restated  Certificate  of  Incorporation
currently  fixes  the authorized  capital stock  of the  Company at  500 million
shares of  Common Stock,  par  value $1  per share,  and  20 million  shares  of
Preferred  Stock, without par value. For  the reasons discussed below, the Board
of Directors recommends an amendment to increase the number of authorized shares
of Common Stock to 1  billion. No change is being  proposed in the par value  of
the Common Stock or in the authorized number of shares of Preferred Stock.
 
     If  the amendment  is approved by  the shareowners, the  first paragraph of
Article FOURTH would be amended to read as follows:
 
          'FOURTH: The total  number of  shares of stock  which the  corporation
     shall   have  authority   to  issue   is  1,020,000,000   shares  of  which
     1,000,000,000 shares  shall be  Common  Stock, par  value $1.00  per  share
     ('Common  Shares'), and 20,000,000 shares shall be Preferred Stock, without
     par value ('Preferred Stock').'
 
     Of the 500 million currently authorized shares of Common Stock, at  January
1,  1997 there were approximately 358  million shares issued, with approximately
283 million  shares outstanding  and 75  million shares  held in  the  Company's
treasury.  This left  approximately 142  million authorized  but unissued shares
available for future use.
 
                                       20

     The amendment  would  increase  the  available  number  of  authorized  but
unissued  shares to approximately  642 million. While the  Company does not have
any commitment or understanding at this time for the issuance of the  additional
shares  of Common  Stock, the Board  believes that  it is desirable  to have the
additional shares  available for  possible future  stock splits  or other  stock
distributions, acquisitions or financings or other purposes not now foreseeable.
For   example,  the  current  authorization  would  be  inadequate  for  another
two-for-one stock split comparable to the one declared by the Board in 1994.
 
     The additional shares  of Common  Stock for which  authorization is  sought
would  be equivalent to the shares of Common Stock now authorized. No preemptive
rights to subscribe for or purchase any other securities of any class attach  to
the  Common Stock. The amendment would allow the Board of Directors to authorize
the issuance of  additional shares  (up to  the new  maximum authorized  number)
without   further  shareowner   approval,  unless  required   for  a  particular
transaction by applicable law, regulation or the rules of any stock exchange  on
which the Company's securities are listed.
 
     The  authorization  of  additional shares  of  Common Stock  would  not, by
itself, have  any effect  on the  rights of  the holders  of Common  Stock.  The
issuance  of the  additional shares  authorized by  the amendment  for corporate
purposes other  than a  stock split  may, among  other things,  have a  dilutive
effect  on earnings per share  of the Common Stock and  on the equity and voting
power of those holding Common  Stock at the time  of issuance. In addition,  the
increase  in  authorized  shares  could, under  certain  circumstances,  have an
anti-takeover effect by,  for example,  allowing issuance of  shares that  would
dilute  the  stock ownership  of  a person  seeking to  effect  a change  in the
composition of the Board  or contemplating a tender  offer or other  transaction
for  the combination of the Company with another company. However, this proposal
is not being made  in response to any  effort of which the  Company is aware  to
accumulate the Common Stock or obtain control of the Company.
 
     The affirmative vote of the holders of a majority of all outstanding shares
of  Common Stock entitled to vote at the Annual Meeting is required for approval
of the amendment.
 
     THE BOARD  OF  DIRECTORS  RECOMMENDS  THAT THE  SHAREOWNERS  VOTE  FOR  THE
AMENDMENT OF THE RESTATED CERTIFICATE OF INCORPORATION TO INCREASE THE NUMBER OF
AUTHORIZED SHARES OF COMMON STOCK.
 
                  3 -- APPOINTMENT OF INDEPENDENT ACCOUNTANTS
 
     Upon  the recommendation of the Audit Committee, which is composed entirely
of independent directors, the Board of Directors has appointed Price  Waterhouse
LLP ('Price Waterhouse') as independent accountants for the Company to audit its
consolidated   financial  statements  for  1997  and  to  perform  audit-related
services,  including  review  of  the  Company's  quarterly  interim   financial
information  and  periodic reports  and registration  statements filed  with the
Securities and Exchange Commission and  consultation in connection with  various
accounting  and  financial  reporting matters.  Price  Waterhouse  also performs
non-audit services for the Company.
 
                                       21

     The Board  has  directed  that  the  appointment  of  Price  Waterhouse  be
submitted to the shareowners for approval. The affirmative vote of a majority of
the  shares of Common Stock  present or represented and  entitled to vote on the
proposal at the Annual Meeting is  required for approval. If the shareowners  do
not approve, the Audit Committee and the Board will reconsider the appointment.
 
     Total fees for services rendered by Price Waterhouse in 1996 to the Company
and  its subsidiaries worldwide were  approximately $18,100,000. The Company has
been advised by Price Waterhouse that  it will have a representative present  at
the  Annual Meeting who  will be available to  respond to appropriate questions.
The representative will  also have  the opportunity to  make a  statement if  he
desires to do so.
 
     THE  BOARD  OF  DIRECTORS  RECOMMENDS THAT  THE  SHAREOWNERS  VOTE  FOR THE
APPROVAL OF THE APPOINTMENT OF PRICE WATERHOUSE AS INDEPENDENT ACCOUNTANTS.
 
                              SHAREOWNER PROPOSALS
 
     Shareowners have given the Company  notice of their intention to  introduce
the  following proposals for consideration and  action by the shareowners at the
Annual Meeting. The proposed resolutions  and accompanying statements have  been
provided by the respective proponents and the Company is not responsible for any
inaccuracies  contained therein. For the reasons  stated, the Board of Directors
does not support  these proposals.  The affirmative vote  of a  majority of  the
shares  of  Common Stock  present or  represented  and entitled  to vote  on the
proposals at the Annual Meeting is required for approval of each proposal.
 
                       4 -- SHAREOWNER PROPOSAL REGARDING
                             DIRECTOR INDEPENDENCE
 
     This proposal has been  submitted by Mr. Ray  Saarkoppel, 120 Glen  Springs
Dr.,  Scarborough, Ontario,  Canada M1W1X8  (the owner  of 234  shares of Common
Stock).
 
                            ------------------------
 
          'Shareholders recommend  the Board  of  Directors take  the  necessary
     steps  to ensure Board members are  independent, have the necessary time in
     their  professional  careers  to  be  independent  and  come  from  diverse
     occupations  to give them an  independent viewpoint to challenge management
     to greater accomplishments.'
 
     'CalPERS and the Florida Retirement System Trust Fund define an independent
     director as one who:
 
       has not been  employed by  the Company or  an affiliate  in an  executive
     capacity within the last 5 years
 
       was  not, and is not a member of a corporation or firm that is one of the
     Company's paid advisors or consultants
 
       is not  employed by  a  customer, supplier  or provider  of  professional
     services to the Company
 
                                       22

       has no personal services contract with the Company
 
       is  not employed  by a foundation  or university that  receives grants or
     endowments from the Company
 
       is not a relative of the management of the Company; and
 
       is not an officer  or Board member  of a company  on which the  Company's
     Chairman or CEO is also a Board member
 
          'To   be  effectively  independent,  Directors   must  also  have  the
     professional time  to be  AlliedSignal Directors  and must  not be  from  a
     single  occupation. Therefore it is consistent  that the following apply to
     Board members:
 
       a 3  Board membership  limit (including  AlliedSignal Board  membership),
     applies to all Board members, including the Chairman
 
       a  maximum of 25% of  Board members be from any  single job title such as
     CEO, CFO. The 1996 AlliedSignal  proxy lists 9 out  of 12 Board members  as
     Chairman occupation.
 
          'John  Hall, Chairman and CEO of Ashland  Oil Inc. and Chairman of The
     Conference Board's Board of Trustees, said a well managed company wants the
     Board to have a mix of skills and experience. Ashland looks for  individual
     strengths   in  areas   of  finance,   government  affairs,  manufacturing,
     marketing, communications and human resources.
 
          'Hall said the skillful blend of different backgrounds and experiences
     produces a synergy Ashland continues to pursue as it fills vacancies on the
     Board.
 
          'Ashland is interested in  the quality of  experience a candidate  can
     bring  to the company and the commitment  the individual is willing to make
     to the shareholders.
 
          'William Dimma, Chairman  of the Board,  Monsanto Canada Limited  said
     there is a need for creative tension between the Board and management.
 
          'Dimma  said we  can think of  companies which have  become victims of
     their own  success. There  is always  a high  cost of  not confronting  the
     challenge  early,  thereby  minimizing  both  the  decline  and  the heroic
     measures necessary to reverse the decline.
 
          'Vote yes to recommend the Board of Directors take the necessary steps
     to ensure Board members are independent,  have the necessary time in  their
     professional careers to be independent and come from diverse occupations to
     give  them  an independent  viewpoint  to challenge  management  to greater
     accomplishments.'
 
BOARD OF DIRECTORS' RECOMMENDATION -- THE BOARD OF DIRECTORS RECOMMENDS THAT THE
SHAREOWNERS VOTE AGAINST THIS PROPOSAL FOR THE FOLLOWING REASONS:
 
     The Board  of Directors  believes that  candidates for  director should  be
selected  based  on their  overall  qualifications, including  their experience,
character, knowledge,  judgment and  other  attributes they  will bring  to  the
Board's  deliberations. It does  not believe that a  set of inflexible standards
such as  those  set forth  by  the proponent  would  be in  the  Company's  best
interest.
 
     The  Board of Directors agrees that  the Board should be composed primarily
of directors independent of management and is satisfied that the Company's Board
meets that standard. In fact, the only employee of the Company currently serving
as a director is the Chairman and Chief
 
                                       23

Executive  Officer.  The  Board  believes   its  practice  of  limited   insider
representation,  which  it  has  had  for many  years,  is  consistent  with the
corporate governance practices of most major companies. In addition, none of the
Company's non-employee directors  has had any  transaction or relationship  with
the  Company that would require separate disclosure under the proxy rules of the
Securities and Exchange  Commission, another indication  that the directors  are
indeed independent.
 
     The  Board does not  agree with the proponent's  suggestion that service on
more than two Boards  other than the Company  would somehow affect a  director's
independence.  The demands of board service vary from company to company and the
Board believes it would be inappropriate to impose an artificial restriction  on
the  number of boards on  which a director may serve.  While the number of other
boards served by the Company's directors  varies widely, there is no  indication
that  this  variation  has in  any  way  affected their  ability  to  meet their
obligations as  directors  of  the  Company.  On  the  contrary,  the  Company's
directors  attended an average of 96% of  their meetings in 1996 and no director
attended less than 90% of such meetings.
 
     The Board believes that  a diversified Board is  important since it  brings
different  perspectives  to the  deliberations of  the  Board. However,  it also
believes that the Company is well  served by having Chief Executive Officers  of
other  major companies in different industries  serving on the Board, since they
offer insights  and strategic  vision  based on  their careers  and  experiences
within their own companies that can benefit the Company. The Board believes that
imposing  an artificial quota  of 25% on  any single job  title could hinder the
Company's  ability  to  recommend  highly  qualified  individuals  to  serve  as
directors.
 
     The  Board does not believe  it would be in  the Company's best interest to
adopt  an  inflexible  standard  for  the  selection  of  director   candidates.
Therefore, the Board does not support this proposal.
 
     FOR  THE REASONS  STATED ABOVE,  THE BOARD  OF DIRECTORS  RECOMMENDS A VOTE
AGAINST THIS PROPOSAL.
 
                     5 -- SHAREOWNER PROPOSAL REGARDING THE
                          ANNUAL ELECTION OF DIRECTORS
                        [SEC 'no-action' letter pending]
 
     This proposal has been submitted by Mr. John Chevedden, 2215 Nelson Avenue,
No. 205, Redondo  Beach, California  90278 (the owner  of 442  shares of  Common
Stock).
 
                            ------------------------

          'Resolved  that the Directors and  Management take the necessary steps
     to have annual election  of Board members, instead  of waiting 3 years  for
     election  of each Board member. This  includes eliminating any by-laws that
     may hinder annual elections.'
 
          'This same resolution was  approved by a stunning  42% of the vote  at
     the   1996  annual  shareholders'  meeting.   In  the  world  of  corporate
     governance, known for  shareholders almost always  voting with  management,
     this  is a  stunning acclamation by  the shareholders. The  42%-yes vote is
     more impressive since management spent our money to pressure and lobby  30%
     of the votes to vote against this resolution last year.
 
                                       24

          'This  resolution received 42%-vote without any lobbying or contacting
     any of the large blocks of institutional shareholders that own AlliedSignal
     stock.
 
          'Additionally management  made a  travesty of  the annual  meeting  by
     giving  assurance  it was  following policies  that the  shareholders asked
     about. Management said it  would take action and  provide data to back  its
     assertions  of good management.  Once the meeting was  over, the result was
     essentially protracted excuses to do nothing and provide minuscule data.
 
          'There are serious reasons for  the AlliedSignal Board to face  annual
     elections.  This  is the  primary way  shareholders  have to  express their
     concern with serious issues that affect corporate performance.
 
          'The shareholders need to have a  means to express their concern  that
     profit  growth at AlliedSignal can  be consistent with management integrity
     and cultivating the  continued excellent performance  of its employees  and
     for management to lead by example.
 
          'This is a brief example of shareholder concerns that seriously affect
     AlliedSignal performance and its effort to be a Premier Company:
 
     AlliedSignal  will have  increasing difficulty keeping  its earnings growth
     due to cash  flow problems. The  Wall Street Journal,  July 1996;  Business
     Week, August 5, 1996
 
     Mr.  Bossidy we know you can cut. Now  show us how to grow. Plus: Wrenching
     rounds of downsizing  at AlliedSignal  are yielding  ever smaller  returns.
     Fortune, August 21, 1995
 
     Bossidy:  Getting  support  from  the troops  can  produce  change quickly.
     Harvard Business Review, March 1995
 
     Bossidy's pay package irks the troops. Fortune, August 21, 1995
 
     AlliedSignal targeted its older workers for layoff -- discriminated against
     them because of their age. Plus:  AlliedSignal had an aggressive  corporate
     policy  to  recruit  new  college   graduates  when  it  terminated  senior
     employees. Equal Employment Opportunity Commission 'DETERMINATION,' Signed:
     Charles Burtner, District Director, March 24, 1995; After EEOC face-to-face
     meeting with Mr. Bossidy and his Chief Lawyer
 
     Top  executives with the most layoffs  got biggest raises. Bossidy ranks in
     the top 4. New York Times News Service
 
     AlliedSignal CEO  benefits  as  workers  lose  their  jobs.  Daily  Breeze,
     Torrance, California
 
     Directors,   to  keep   Bossidy  from  leaving   AlliedSignal,  double  his
     salary -- up to $47 million. The Wall Street Journal, August 19, 1994
 
     'VOTE  FOR  ANNUAL   ELECTION  OF  BOARD   MEMBERS  TO  IMPROVE   CORPORATE
     PERFORMANCE, BOARD ACCOUNTABILITY AND MANAGEMENT INTEGRITY'
 
BOARD OF DIRECTORS' RECOMMENDATION -- THE BOARD OF DIRECTORS RECOMMENDS THAT THE
SHAREOWNERS VOTE AGAINST THIS PROPOSAL FOR THE FOLLOWING REASONS:
 
     The  Board objects to  the proponent's use of  his supporting statement for
the propagation of  false and misleading  statements about the  Company and  its
management.  The proponent  insisted on making  these statements  even after the
Company described its objections to him.
 
                                       25

     With respect  to  the merits  of  the  proposal, the  Board  believes  that
directors  elected to a classified board  are no less accountable to shareowners
than they  would  be if  all  directors were  elected  annually, and  the  Board
disagrees that the annual election of all directors is necessary for shareowners
to  express any concerns they may have. Since at least four directors must stand
for election each year,  the shareowners have the  opportunity annually to  vote
against those directors as a way of expressing any dissatisfaction they may have
with  the  Board or  management. Nor  does  the Board  agree that  the Company's
performance is  affected by  the timing  of elections.  In fact,  the  Company's
results have been at record levels, with earnings growth of 15% or more for five
consecutive  years, and the Common Stock  price and market capitalization of the
Company have more than quadrupled since mid-1991.
 
     The Company's current system of electing directors by classes was  approved
by  the shareowners  in 1985.  Under this method,  as provided  in the Company's
Certificate  of  Incorporation  and  By-laws,  approximately  one-third  of  the
directors  are elected  annually by the  shareowners. For  the reasons indicated
below, it is the  Board's opinion that the  classified Board serves the  Company
and its shareowners well.
 
     With  the classified Board,  the likelihood of  continuity and stability in
the Board's  business  strategies  and  policies  is  enhanced  since  generally
two-thirds  of the  directors at  all times will  have had  prior experience and
familiarity with  the business  and affairs  of the  Company. This  enables  the
directors  to build on past experience and plan for a reasonable period into the
future.
 
     The classified  Board is  intended to  encourage persons  who may  seek  to
acquire control of the Company to initiate such action through negotiations with
the  Board. At least two meetings of  shareowners would generally be required to
replace a majority of the Board. By  reducing the threat of an abrupt change  in
the  composition of the entire Board, classification of directors would give the
Board sufficient  time  to  review  any  takeover  proposal,  study  appropriate
alternatives  and  achieve  the  best results  for  all  shareowners.  The Board
believes that  although a  classified board  enhances the  ability to  negotiate
favorable  terms with a  proponent of an unfriendly  or unsolicited proposal, it
does not preclude takeover offers.
 
     In addition, the shareowners should be aware that adoption of this proposal
would not in  itself eliminate  the classified  Board. Under  Delaware law,  the
Board  of Directors has to recommend further  action by the shareowners to amend
the Certificate of Incorporation and By-laws. Under these documents, an 80% vote
of the outstanding shares entitled to vote would be required for approval.
 
     Previous  shareowner  proposals  to  eliminate  the  classified  Board   of
Directors  have been defeated by the  shareowners, indicating that a majority of
the shareowners  agree  that a  classified  Board is  in  the best  interest  of
shareowners.  The  Board continues  to  believe that  shareowners  should oppose
efforts to eliminate the classified Board.
 
     FOR THE REASONS  STATED ABOVE,  THE BOARD  OF DIRECTORS  RECOMMENDS A  VOTE
AGAINST THIS PROPOSAL.
 
                                       26

                             ADDITIONAL INFORMATION
 
OTHER ACTION AT THE MEETING
 
     The  Board of Directors was not aware  within a reasonable time before this
solicitation of  any other  matter to  be  presented for  action at  the  Annual
Meeting.   If  any  additional  matters   are  properly  presented,  the  shares
represented by a properly signed proxy card will be voted in accordance with the
judgment of the persons named on the proxy card.
 
     Under the Company's By-laws, a shareowner of record entitled to vote at the
Annual Meeting who intends to make a nomination for the election of directors at
the meeting  must give  the Secretary  of  the Company  written notice  of  such
intention  in accordance with  the prescribed procedure.  In general, the By-law
procedure (the full  provisions of  which govern)  requires that  the notice  be
received  at the Company's headquarters  not less than 30  nor more than 60 days
prior to the meeting and  that it set forth  the shareowner's name, address  and
number  of shares of Common Stock  beneficially owned, together with information
about the  candidate  that  would be  required  in  a proxy  statement  and  the
candidate's written consent to be nominated and to serve if elected. Nominations
not  made in  accordance with  the procedure prescribed  in the  By-laws must be
disregarded.
 
COST OF SOLICITATION
 
     The cost  of solicitation  will be  borne by  the Company.  In addition  to
solicitation by mail, directors, officers and other employees of the Company may
solicit  proxies personally or by telephone or other means of communication. The
Company will  also reimburse  brokers, banks  and other  intermediaries  holding
stock in their names or those of their nominees for their reasonable expenses in
sending proxy material to the beneficial owners of the stock and obtaining their
proxies.  The  Company has  retained Morrow  & Co.,  New York,  New York,  at an
approximate total cost of $25,000, plus out-of-pocket expenses, to assist in the
solicitation of proxies by  mail, personally or by  telephone or other means  of
communication.
 
SHAREOWNER PROPOSALS FOR 1998 ANNUAL MEETING
 
     Shareowners  may  submit proposals  on  matters appropriate  for shareowner
action at the Company's annual meetings, consistent with regulations adopted  by
the Securities and Exchange Commission. Proposals to be considered for inclusion
in  the Proxy  Statement for  the 1998  Annual Meeting  must be  received by the
Company not later than  November 17, 1997. Proposals  should be directed to  the
attention  of the Secretary,  AlliedSignal Inc., P.O.  Box 4000, Morristown, New
Jersey 07962.
                            ------------------------

     Shareowners are urged to send in their proxies without delay.
 
                                         By Order of the Board of Directors
 
                                             PETER M. KREINDLER
                                             Senior Vice President,
                                               General Counsel and Secretary
 
March 17, 1997
 
                                       27

                       DIRECTIONS TO COMPANY HEADQUARTERS
                    101 COLUMBIA ROAD, MORRIS TOWNSHIP, N.J.

                                   [AREA MAP]

 FROM RTE. 80 (EAST OR WEST) AND RTE. 287 SOUTH:
Take  Rte. 80 to Rte. 287 South to Exit 37 (Rte. 24 East -- Springfield). Follow
Rte. 24 East to Exit 2A (Rte. 510 West -- Morristown), which exits onto Columbia
Road. At second traffic light, make left into AlliedSignal.
 
 FROM RTE. 287 NORTH:
Take Rte. 287 North  to Exit 37  (Rte. 24 East --  Springfield). Follow Rte.  24
East  to Exit 2A (Rte. 510 West  -- Morristown), which exits onto Columbia Road.
At second traffic light, make left into AlliedSignal.
 
 FROM NEWARK INTERNATIONAL AIRPORT:
Take Rte. 78 West to  Rte. 24 West (Springfield  -- Morristown). Follow Rte.  24
West  to Exit 2A (Rte. 510 West  -- Morristown), which exits onto Columbia Road.
At second traffic light, make left into AlliedSignal.
 
                                      A-1

                                     [LOGO]
 
                         NOTICE OF 1997 ANNUAL MEETING
                              AND PROXY STATEMENT

                                  APPENDIX 1
                            BANK OF N.Y. PROXY CARD

P R O X Y
This Proxy is Solicited on Behalf of the Board of Directors of AlliedSignal Inc.

Annual Meeting of Shareowners

April 28, 1997

The undersigned hereby appoints LAWRENCE A. BOSSIDY and PETER M. KREINDLER as
proxies (each with power to act alone and with full power of substitution) to
vote, as designated herein, all shares the undersigned is entitled to vote at
the Annual Meeting of  Shareowners of AlliedSignal Inc. to be held on April 28,
1997, and at any and all adjournments thereof. The proxies are authorized to
vote in their discretion  upon such other business as may properly come before
the Meeting and any and all adjournments thereof.

Your vote for the election of Directors and the other proposals described in the
accompanying Proxy Statement may be specified on the reverse side. The nominees 
for Director are: Lawrence A. Bossidy, Ann M. Fudge, Paul X. Kelley, Robert C.
Winters and  Henry T. Yang.

NOTE: After signing, please insert this Proxy in the enclosed envelope so that
the address at right shows through the window.

ALLIEDSIGNAL INC.
P.O. BOX 11010
NEW YORK, N.Y. 10203-0010

IF PROPERLY SIGNED, DATED AND RETURNED, THIS PROXY WILL BE VOTED AS SPECIFIED ON
THE REVERSE SIDE OR, IF NO CHOICE IS SPECIFIED, THIS PROXY WILL  BE VOTED  'FOR'
THE ELECTION OF ALL NOMINEES FOR DIRECTOR, 'FOR' PROPOSALS 2 AND 3 AND 'AGAINST'
PROPOSALS 4 AND 5.
                                 (SPECIFY CHOICES AND SIGN ON THE REVERSE SIDE)

[ ]

PLEASE COMPLETE (X) IN BLUE OR BLACK INK.

A VOTE 'FOR' PROPOSALS 1, 2 AND 3 IS RECOMMENDED BY THE BOARD OF DIRECTORS:

1. Election of Directors
   (L.A. Bossidy, A.M. Fudge, P.X. Kelley, R.C. Winters, H.T. Yang)

FOR all                   WITHHOLD AUTHORITY               EXCEPTION
nominees [ ]              to vote for all nominees [ ]     (see instruction) [ ]

2. Amendment of Restated Certificate of Incorporation to increase authorized
    shares

FOR     [ ]                    AGAINST     [ ]                   ABSTAIN     [ ]

3. Appointment of Independent Accountants

FOR     [ ]                    AGAINST     [ ]                   ABSTAIN     [ ]

Instruction: To withhold authority to vote for any individual nominee(s), 
mark the Exception box and write the name(s) on the line below.

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

A vote 'AGAINST' Proposals 4 and 5 is recommended by the Board of Directors:

4. Shareowner proposal regarding director independence

FOR     [ ]                    AGAINST     [ ]                   ABSTAIN     [ ]

5. Shareowner proposal regarding the annual election of directors

FOR     [ ]                    AGAINST     [ ]                   ABSTAIN     [ ]

Please complete (X) if you:

Plan to attend the                                Have written comments
Annual Meeting             [ ]                    on this card               [ ]

PLEASE SIGN EXACTLY AS NAME APPEARS ON THIS PROXY. JOINT OWNERS SHOULD ALL SIGN.
EXECUTORS, ADMINISTRATORS,  TRUSTEES  AND  OTHERS  ACTING  IN  A  REPRESENTATIVE
CAPACITY SHOULD INDICATE TITLE WHEN SIGNING.

Dated __________________________________, 1997

Signed _______________________________________

       _______________________________________
       PLEASE SIGN, DATE AND RETURN THIS PROXY
       PROMPTLY IN THE ENCLOSED ENVELOPE.

Please complete (X) if you want your vote kept confidential under
the policy described on page 1 of the Proxy Statement.        [  ]

                                   APPENDIX 2
                            SAVINGS PLAN PROXY CARD

                     REQUEST FOR CONFIDENTIAL INSTRUCTIONS
       SOLICITED ON BEHALF OF THE BOARD OF DIRECTORS OF ALLIEDSIGNAL INC.
             PURSUANT TO THE ALLIEDSIGNAL SAVINGS PLAN (THE 'PLAN')
 
     The  undersigned  hereby instructs  State  Street Bank  and  Trust Company,
Trustee under the  Plan, to  vote, as designated  herein, all  shares of  Common
Stock  with respect to which the undersigned is entitled to instruct the Trustee
as to voting under the Plan at the Annual Meeting of Shareowners of AlliedSignal
Inc. to be held on April 28, 1997, and at any and all adjournments thereof.  The
Trustee  is  also  authorized  to  vote  such  shares  in  connection  with  the
transaction of such other business as  may properly come before the Meeting  and
any and all adjournments thereof.
 
                            ------------------------

     Your  vote for the election of  Directors and the other proposals described
in the accompanying Proxy  Statement may be specified  on the reverse side.  The
nominees  for Director are: Lawrence  A. Bossidy, Ann M.  Fudge, Paul X. Kelley,
Robert C. Winters and Henry T. Yang.
 
     IF THIS CARD IS PROPERLY SIGNED AND  RETURNED, THE SHARES WILL BE VOTED  AS
SPECIFIED HEREIN OR,  IF NO  CHOICE IS SPECIFIED,  THEY WILL BE  VOTED 'FOR' THE
ELECTION OF ALL NOMINEES FOR DIRECTOR, 'FOR' PROPOSALS 2  AND  3  AND  'AGAINST'
PROPOSALS 4 AND  5. THE  TRUSTEE WILL VOTE  SHARES AS  TO  WHICH NO INSTRUCTIONS
ARE RECEIVED IN THE SAME RATIO AS SHARES WITH RESPECT TO WHICH INSTRUCTIONS HAVE
BEEN RECEIVED  FROM OTHER PARTICIPANTS IN THE PLAN.
 
                                         [CONTINUE AND SIGN ON THE REVERSE SIDE]

                                                                                              

- ----------------------------------------------------------------------------------------------------------------------------------
|   A vote "FOR" Proposals 1, 2 and 3 is recommended by the Board of Directors:                                                   |
- ----------------------------------------------------------------------------------------------------------------------------------
|1. Election of Directors (L.A. Bossidy, A.M. Fudge, P.X. Kelley, R.C. Winters, H.T. Yang)      Instruction: To withhold authority|
|                                                                                               to vote for any individual        |
|                                                                                               nominee(s), write the name(s)     |
|                                                                                               on the line below                 |
|FOR all nominees                              WITHHOLD AUTHORITY                                                                 |
|(except as noted to the right) [ ]            to vote for all nominees [ ]                ---------------------------------------
|                                                                                   |---------------------------------------------
|                                                                                   |  A vote "AGAINST" Proposals 4 and 5 is      |
|2. Amendment of Restated Certificate of Incorporation to increase authorized shares|  recommended by the Board of Directors:     |
|                                                                                   |---------------------------------------------
|                                                                                   |4. Shareowner proposal regarding director    |
|         FOR  [ ]            AGAINST  [ ]           ABSTAIN  [ ]                   |   independence                              |
|                                                                                   |                                             |
|                                                                                   |   FOR  [ ]      AGAINST  [ ]   ABSTAIN  [ ] |
|3. Appointment of Independent Accountants                                          |                                             |
|                                                                                   |5. Shareowner proposal regarding the annual  |
|                                                                                   |   election of directors                     |
|         FOR  [ ]            AGAINST  [ ]           ABSTAIN  [ ]                   |                                             |
|                                                                                   |   FOR   [ ]     AGAINST  [ ]    ABSTAIN  [ ]|
|----------------------------------------------------------------------------------- ---------------------------------------------

                                                                                         Please sign exactly as name appears.

                                                                                         Dated ____________________________, 1997

                                                                                         Signed ____________________________

     Please sign, date and return this card promptly in the enclosed envelope.

                                   APPENDIX 3
                             THRIFT PLAN PROXY CARD

                     REQUEST FOR CONFIDENTIAL INSTRUCTIONS
       SOLICITED ON BEHALF OF THE BOARD OF DIRECTORS OF ALLIEDSIGNAL INC.
             PURSUANT TO THE ALLIEDSIGNAL THRIFT PLAN (THE 'PLAN')
 
     The  undersigned  hereby instructs  State  Street Bank  and  Trust Company,
Trustee under the  Plan, to  vote, as designated  herein, all  shares of  Common
Stock  with respect to which the undersigned is entitled to instruct the Trustee
as to voting under the Plan at the Annual Meeting of Shareowners of AlliedSignal
Inc. to be held on April 28, 1997, and at any and all adjournments thereof.  The
Trustee  is  also  authorized  to  vote  such  shares  in  connection  with  the
transaction of such other business as  may properly come before the Meeting  and
any and all adjournments thereof.
 
                            ------------------------

     Your  vote for the election of  Directors and the other proposals described
in the accompanying Proxy  Statement may be specified  on the reverse side.  The
nominees  for Director are: Lawrence  A. Bossidy, Ann M.  Fudge, Paul X. Kelley,
Robert C. Winters and Henry T. Yang.
 
     IF THIS CARD IS PROPERLY  SIGNED AND RETURNED,  THE SHARES WILL BE VOTED AS
SPECIFIED  HEREIN OR, IF NO CHOICE IS  SPECIFIED,  THEY WILL BE VOTED  'FOR' THE
ELECTION OF ALL NOMINEES FOR  DIRECTOR,  'FOR'  PROPOSALS 2 AND 3 AND  'AGAINST'
PROPOSALS 4 AND 5. THE TRUSTEE WILL VOTE SHARES AS TO WHICH NO INSTRUCTIONS  ARE
RECEIVED IN THE SAME RATIO AS SHARES  WITH  RESPECT TO WHICH  INSTRUCTIONS  HAVE
BEEN RECEIVED FROM OTHER PARTICIPANTS IN THE PLAN.
 
                                         [CONTINUE AND SIGN ON THE REVERSE SIDE]

                                                                                              

- ----------------------------------------------------------------------------------------------------------------------------------
|   A vote "FOR" Proposals 1, 2 and 3 is recommended by the Board of Directors:                                                   |
- ----------------------------------------------------------------------------------------------------------------------------------
|1. Election of Directors (L.A. Bossidy, A.M. Fudge, P.X. Kelley, R.C. Winters, H.T. Yang)      Instruction: To withhold authority|
|                                                                                               to vote for any individual        |
|                                                                                               nominee(s), write the name(s)     |
|                                                                                               on the line below                 |
|FOR all nominees                              WITHHOLD AUTHORITY                                                                 |
|(except as noted to the right) [ ]            to vote for all nominees [ ]                ---------------------------------------
|                                                                                   |---------------------------------------------
|                                                                                   |  A vote "AGAINST" Proposals 4 and 5 is     |
|2. Amendment of Restated Certificate of Incorporation to increase authorized shares|  recommended by the Board of Directors:     |
|                                                                                   |---------------------------------------------
|                                                                                   |4. Shareowner proposal regarding director    |
|         FOR  [ ]            AGAINST  [ ]           ABSTAIN  [ ]                   |   independence                              |
|                                                                                   |                                             |
|                                                                                   |   FOR  [ ]      AGAINST  [ ]   ABSTAIN  [ ] |
|3. Appointment of Independent Accountants                                          |                                             |
|                                                                                   |5. Shareowner proposal regarding the annual  |
|                                                                                   |   election of directors                     |
|         FOR  [ ]            AGAINST  [ ]           ABSTAIN  [ ]                   |                                             |
|                                                                                   |   FOR   [ ]     AGAINST  [ ]    ABSTAIN  [ ]|
|----------------------------------------------------------------------------------- ---------------------------------------------

                                                                                         Please sign exactly as name appears.

                                                                                         Dated ____________________________, 1997

                                                                                         Signed ____________________________

     Please sign, date and return this card promptly in the enclosed envelope.

                                   APPENDIX 4
                      TRUCK BRAKE SYSTEMS PLAN PROXY CARD

                     REQUEST FOR CONFIDENTIAL INSTRUCTIONS
       SOLICITED ON BEHALF OF THE BOARD OF DIRECTORS OF ALLIEDSIGNAL INC.
   PURSUANT TO THE ALLIEDSIGNAL TRUCK BRAKE SYSTEMS COMPANY SAVINGS PLAN (THE
                                    'PLAN')
 
     The  undersigned  hereby instructs  State  Street Bank  and  Trust Company,
Trustee under the  Plan, to  vote, as designated  herein, all  shares of  Common
Stock  with respect to which the undersigned is entitled to instruct the Trustee
as to voting under the Plan at the Annual Meeting of Shareowners of AlliedSignal
Inc. to be held on April 28, 1997, and at any and all adjournments thereof.  The
Trustee  is  also  authorized  to  vote  such  shares  in  connection  with  the
transaction of such other business as  may properly come before the Meeting  and
any and all adjournments thereof.
 
                            ------------------------

     Your  vote for the election of  Directors and the other proposals described
in the accompanying Proxy  Statement may be specified  on the reverse side.  The
nominees  for Director are: Lawrence  A. Bossidy, Ann M.  Fudge, Paul X. Kelley,
Robert C. Winters and Henry T. Yang.
 
     IF THIS CARD IS PROPERLY  SIGNED AND RETURNED,  THE SHARES WILL BE VOTED AS
SPECIFIED  HEREIN OR, IF NO CHOICE IS  SPECIFIED,  THEY WILL BE VOTED  'FOR' THE
ELECTION OF ALL NOMINEES FOR  DIRECTOR,  'FOR'  PROPOSALS 2 AND 3 AND  'AGAINST'
PROPOSALS 4 AND 5. THE TRUSTEE WILL VOTE SHARES AS TO WHICH NO INSTRUCTIONS  ARE
RECEIVED IN THE SAME RATIO AS SHARES  WITH  RESPECT TO WHICH  INSTRUCTIONS  HAVE
BEEN RECEIVED FROM OTHER PARTICIPANTS IN THE PLAN.
 
                                         [CONTINUE AND SIGN ON THE REVERSE SIDE]

                                                                                              

- ----------------------------------------------------------------------------------------------------------------------------------
|   A vote "FOR" Proposals 1, 2 and 3 is recommended by the Board of Directors:                                                   |
- ----------------------------------------------------------------------------------------------------------------------------------
|1. Election of Directors (L.A. Bossidy, A.M. Fudge, P.X. Kelley, R.C. Winters, H.T. Yang)      Instruction: To withhold authority|
|                                                                                               to vote for any individual        |
|                                                                                               nominee(s), write the name(s)     |
|                                                                                               on the line below                 |
|FOR all nominees                              WITHHOLD AUTHORITY                                                                 |
|(except as noted to the right) [ ]            to vote for all nominees [ ]                ---------------------------------------
|                                                                                   |---------------------------------------------
|                                                                                   |  A vote "AGAINST" Proposals 4 and 5 is     |
|2. Amendment of Restated Certificate of Incorporation to increase authorized shares|  recommended by the Board of Directors:     |
|                                                                                   |---------------------------------------------
|                                                                                   |4. Shareowner proposal regarding director    |
|         FOR  [ ]            AGAINST  [ ]           ABSTAIN  [ ]                   |   independence                              |
|                                                                                   |                                             |
|                                                                                   |   FOR  [ ]      AGAINST  [ ]   ABSTAIN  [ ] |
|3. Appointment of Independent Accountants                                          |                                             |
|                                                                                   |5. Shareowner proposal regarding the annual  |
|                                                                                   |   election of directors                     |
|         FOR  [ ]            AGAINST  [ ]           ABSTAIN  [ ]                   |                                             |
|                                                                                   |   FOR   [ ]     AGAINST  [ ]    ABSTAIN  [ ]|
|----------------------------------------------------------------------------------- ---------------------------------------------

                                                                                         Please sign exactly as name appears.

                                                                                         Dated ____________________________, 1997

                                                                                         Signed ____________________________

     Please sign, date and return this card promptly in the enclosed envelope.

                                   APPENDIX 5
                       ASEC MANUFACTURING PLAN PROXY CARD

                     REQUEST FOR CONFIDENTIAL INSTRUCTIONS
       SOLICITED ON BEHALF OF THE BOARD OF DIRECTORS OF ALLIEDSIGNAL INC.
          PURSUANT TO THE ASEC MANUFACTURING SAVINGS PLAN (THE 'PLAN')
 
     The  undersigned  hereby instructs  State  Street Bank  and  Trust Company,
Trustee under the  Plan, to  vote, as designated  herein, all  shares of  Common
Stock  with respect to which the undersigned is entitled to instruct the Trustee
as to voting under the Plan at the Annual Meeting of Shareowners of AlliedSignal
Inc. to be held on April 28, 1997, and at any and all adjournments thereof.  The
Trustee  is  also  authorized  to  vote  such  shares  in  connection  with  the
transaction of such other business as  may properly come before the Meeting  and
any and all adjournments thereof.
 
                            ------------------------

     Your  vote for the election of  Directors and the other proposals described
in the accompanying Proxy  Statement may be specified  on the reverse side.  The
nominees  for Director are: Lawrence  A. Bossidy, Ann M.  Fudge, Paul X. Kelley,
Robert C. Winters and Henry T. Yang.
 
     IF THIS CARD IS PROPERLY  SIGNED AND RETURNED,  THE SHARES WILL BE VOTED AS
SPECIFIED  HEREIN OR, IF NO CHOICE IS  SPECIFIED,  THEY WILL BE VOTED  'FOR' THE
ELECTION OF ALL NOMINEES FOR  DIRECTOR,  'FOR'  PROPOSALS 2 AND 3 AND  'AGAINST'
PROPOSALS 4 AND 5. THE TRUSTEE WILL VOTE SHARES AS TO WHICH NO INSTRUCTIONS  ARE
RECEIVED IN THE SAME RATIO AS SHARES  WITH  RESPECT TO WHICH  INSTRUCTIONS  HAVE
BEEN RECEIVED FROM OTHER PARTICIPANTS IN THE PLAN.
 
                                         [CONTINUE AND SIGN ON THE REVERSE SIDE]

                                                                                              

- ----------------------------------------------------------------------------------------------------------------------------------
|   A vote "FOR" Proposals 1, 2 and 3 is recommended by the Board of Directors:                                                   |
- ----------------------------------------------------------------------------------------------------------------------------------
|1. Election of Directors (L.A. Bossidy, A.M. Fudge, P.X. Kelley, R.C. Winters, H.T. Yang)      Instruction: To withhold authority|
|                                                                                               to vote for any individual        |
|                                                                                               nominee(s), write the name(s)     |
|                                                                                               on the line below                 |
|FOR all nominees                              WITHHOLD AUTHORITY                                                                 |
|(except as noted to the right) [ ]            to vote for all nominees [ ]                ---------------------------------------
|                                                                                   |---------------------------------------------
|                                                                                   |  A vote "AGAINST" Proposals 4 and 5 is     |
|2. Amendment of Restated Certificate of Incorporation to increase authorized shares|  recommended by the Board of Directors:     |
|                                                                                   |---------------------------------------------
|                                                                                   |4. Shareowner proposal regarding director    |
|         FOR  [ ]            AGAINST  [ ]           ABSTAIN  [ ]                   |   independence                              |
|                                                                                   |                                             |
|                                                                                   |   FOR  [ ]      AGAINST  [ ]   ABSTAIN  [ ] |
|3. Appointment of Independent Accountants                                          |                                             |
|                                                                                   |5. Shareowner proposal regarding the annual  |
|                                                                                   |   election of directors                     |
|         FOR  [ ]            AGAINST  [ ]           ABSTAIN  [ ]                   |                                             |
|                                                                                   |   FOR   [ ]     AGAINST  [ ]    ABSTAIN  [ ]|
|----------------------------------------------------------------------------------- ---------------------------------------------

                                                                                         Please sign exactly as name appears.

                                                                                         Dated ____________________________, 1997

                                                                                         Signed ____________________________

     Please sign, date and return this card promptly in the enclosed envelope.

                              APPENDIX 6
                              SP LETTER

[LOGO]
 
                                                       AlliedSignal Inc.
                                                       P.O. Box 3000
                                                       Morristown, NJ 07962-2496

LARRY BOSSIDY
Chairman and
Chief Executive Officer
 
                                                              March 17, 1997
 
Dear Plan Participant:
 
The commitment and achievements of AlliedSignal's employees again contributed to
an outstanding year for the Company, with record net income in 1996 exceeding $1
billion for the first time. The stock price also reflected our performance,
rising 41% in 1996 after a 40% increase the previous year. In addition, the
common stock dividend was increased again this year, representing the fifth
consecutive annual increase of at least 15%. I am delighted that participants in
the savings plans are benefiting from this return on their shares, with the
average participant's Company stock fund account appreciating by $16,700 in
1996.
 
Enclosed is a meeting notice and proxy statement for the 1997 Annual Meeting of
Shareowners. As a plan participant, you are entitled to instruct the Trustee,
State Street Bank and Trust Company, how to vote the AlliedSignal shares
attributable to your plan account. The proxy statement includes the proposals to
be voted on, as well as the recommendations of the Board of Directors. A card
requesting your confidential voting instructions is enclosed for your use.
 
This is your opportunity to have the plan shares voted in accordance with your
wishes. All votes are important, and I urge you to exercise your right to vote
by completing the instruction card at your earliest convenience.
 
If you own AlliedSignal shares other than through the plans, you will receive a
separate proxy card for those shares. In order to vote all your shares, you
should return your plan instruction card in the enclosed envelope to the
Trustee, and return any proxy card you receive for other shares in the separate
envelope provided with that card.
 
I am grateful for your support as we continue to progress and move closer to
realizing our vision of becoming one of the world's premier companies.
 
                                                          Sincerely,

                                                          LARRY BOSSIDY

Enclosures