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:

          [ ]  Preliminary Proxy Statement
          [ ]  Confidential, for Use of the Commission Only (as permitted by
               Rule 14a-6(e)(2))
          [X]  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]  $125 per Exchange Act Rules 0-11(c)(1)(ii), 14a-6(i)(1),
               14a-6(i)(2) or Item 22(a)(2) of Schedule 14A.
          [ ]  $500 per each party to the controversy pursuant to Exchange
               Act Rule 14a-6(i)(3).
          [ ]  Fee computed on table below per Exchange Act Rules 
               14a-6(i)(4) 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:

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

[LOGO]
 
                                                       AlliedSignal Inc.
                                                       P.O. Box 3000
                                                       Morristown, NJ 07962-2496
 
LARRY BOSSIDY
Chairman and
Chief Executive Officer
 
                                                       March 10, 1995
 
Dear Shareowner:
 
It  is my pleasure to invite you to attend AlliedSignal's 1995 Annual Meeting of
Shareowners. The meeting will be  held on Monday, April  24, 1995 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 progress in achieving
both sales and earnings growth in 1994 and on how we plan to reach new goals  in
1995.  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
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 24.
 
                                            Sincerely,

                                            LARRY BOSSIDY

                            NOTICE OF ANNUAL MEETING
 
     The Annual Meeting of Shareowners of AlliedSignal Inc. (the 'Company') will
be  held on Monday, April 24, 1995 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 four directors;
 
     (2) Appointment of  Price Waterhouse  LLP  as independent  accountants  for
         1995;
 
     (3) A  shareowner proposal regarding the  election of directors by classes;
         and
 
     (4) The transaction of 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 1, 1995, 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 10, 1995
 
                             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 -- Appointment of Independent Accountants........................................................      20
3 -- Shareowner Proposal Regarding the Election of Directors by Classes............................      21
Additional Information.............................................................................      22
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 24, 1995, 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 10, 1995.
 
     Owners  of record of the Company's Common Stock (the 'Common Stock') at the
close of business on March 1, 1995, are entitled to notice of and to vote at the
Annual Meeting. At February  21, 1995, there were  284,053,606 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)   and  the  appointment  of  independent
accountants (Proposal 2), and AGAINST the shareowner proposal described in  this
Proxy Statement (Proposal 3). 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  Proposals  2  and  3  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
Proposal 3  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  that
proposal.
 
     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 four candidates for election as directors for a term  ending
at  the 1998  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 Ivan G. Seidenberg, who was elected by the Board  in
early  1995. William R.  Haselton and Delbert C.  Staley have reached retirement
age and  will  serve  until  the  Annual  Meeting  pursuant  to  the  directors'
retirement policy. The resulting temporary vacancy may be filled by the Board in
accordance with the Company's By-laws.
 
     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 1998

                                      
[PHOTO OF RUSSELL E. PALMER]

RUSSELL  E.  PALMER,  Chairman  and  Chief   Executive  Officer  of  The  Palmer   Group
After  serving  seven  years  as  Dean  of  The  Wharton  School  of  the  University of
Pennsylvania, Mr. Palmer  in 1990  established The  Palmer Group,  a private  investment
firm.  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,  Contel  Cellular   Inc.,  Federal  Home  Loan  Mortgage
Corporation, GTE  Corporation, Imasco  Limited, The  May Department  Stores Company  and
Safeguard Scientifics, Inc.
 
Director since 1987                          Age 60
- ----------------------------------------------------------------------------------------

                                       2

 

[PHOTO OF IVAN  G.  SEIDENBERG]

IVAN  G.  SEIDENBERG,  President  and  Chief  Executive  Officer  of  NYNEX  Corporation
Mr. Seidenberg joined  NYNEX Corporation,  a telecommunications company,  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 President and Chief Executive Officer
in  January 1995. He will become Chairman and  Chief Executive Officer in April. He is a
director of Melville Corporation and Scholastic, Inc.
 
Director since 1995                          Age 48
- ----------------------------------------------------------------------------------------

[PHOTO OF ANDREW C.  SIGLER]

ANDREW C.  SIGLER,  Chairman  and  Chief Executive  Officer  of  Champion  International
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  Chairman and  Chief Executive Officer  in 1979.  He is a  director of Bristol-Myers
Squibb Company, Chemical Banking Corporation and General Electric Company.
 
Director since 1994                          Age 63
- ----------------------------------------------------------------------------------------

[PHOTO OF THOMAS P. STAFFORD]

THOMAS P. STAFFORD, Consultant, General Technical Services, Inc.
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 64
- ----------------------------------------------------------------------------------------

                                       3

 
       INCUMBENT DIRECTORS CONTINUING IN OFFICE FOR TERM EXPIRING IN 1996

                                      
[PHOTO OF HANS  W.  BECHERER]

HANS  W.  BECHERER,   Chairman  and  Chief   Executive  Officer  of   Deere  &   Company
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 59
- ----------------------------------------------------------------------------------------

[PHOTO OF EUGENE E.  COVERT]

EUGENE E.  COVERT,  T.  Wilson  Professor of  Aeronautics,  Massachusetts  Institute  of
Technology
Dr.  Covert has  been associated with  the Massachusetts Institute  of  Technology since
1952. He became Professor of Aeronautics and Astronautics in 1968, serving as Department
Head from 1985 until mid-1990, and also became the T. Wilson Professor of Aeronautics in
1993. Dr. Covert is a director of Physical Sciences Inc. and Rohr Industries, Inc.
 
Director since 1987                          Age 69
- ----------------------------------------------------------------------------------------

[PHOTO OF ROBERT P. LUCIANO]

ROBERT P. LUCIANO, Chairman and  Chief Executive Officer of Schering-Plough  Corporation
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 became Chief Executive Officer in  1982 and Chairman of the  Board in 1984. He is  a
director of C.R. Bard, Inc. and Merrill Lynch & Co.
 
Director since 1989                          Age 61
- ----------------------------------------------------------------------------------------

                                       4

 

[PHOTO OF JOHN  R.  STAFFORD]

JOHN  R.  STAFFORD, Chairman,  President and  Chief Executive  Officer of  American Home
Products Corporation
Mr. Stafford has held a number of positions with American Home Products, a  manufacturer
of  pharmaceutical, health  care, animal health,  agricultural and  food 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 Chemical  Banking
Corporation, Metropolitan Life Insurance Company and NYNEX Corporation.
 
Director since 1993                          Age 57
- ----------------------------------------------------------------------------------------

       INCUMBENT DIRECTORS CONTINUING IN OFFICE FOR TERM EXPIRING IN 1997

                                      
[PHOTO OF LAWRENCE  A. BOSSIDY]

LAWRENCE  A. BOSSIDY, Chairman of  the Board and Chief  Executive Officer of the Company
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 Company)  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 Merck & Co., Inc.
 
Director since 1991                          Age 60
- ----------------------------------------------------------------------------------------

                                       5

 

[PHOTO OF ANN M. FUDGE]

ANN M. FUDGE, Executive Vice President of Kraft Foods, Inc.
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 43
- ----------------------------------------------------------------------------------------
 
[PHOTO OF PAUL X. KELLEY]

PAUL    X.   KELLEY,   Vice    Chairman   for   Corporate    Strategy   of   Cassidy   &
Associates
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.,  PHH
Corporation,  Saul  Centers,  Inc., Sturm,  Ruger  &  Company, Inc.,  UST  Inc.  and The
Wackenhut Corporation.
 
Director since 1987                          Age 66
- ----------------------------------------------------------------------------------------
 
[PHOTO OF ROBERT C. WINTERS]

ROBERT C. WINTERS,  Chairman Emeritus  of The  Prudential Insurance  Company of  America
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 63
- ----------------------------------------------------------------------------------------

                                       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  10  meetings  of the  Board  in  1994,  with  individual
attendance  averaging 92% of the meetings. Mr.  Sigler, who became a director in
March, attended six out of eight Board  meetings and five out of seven  meetings
of Committees on which he served.
 
     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
1994 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  1994, are  Messrs.  Palmer (Chairman),  Becherer,  Haselton  and
Winters, Ms. Fudge and Gen. Kelley.
 
     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), Dr. Covert, Ms. Fudge,
Mr. Sigler and Lt. Gen. T. Stafford. It met four times in 1994.
 
     The Executive Committee  possesses the powers  of the Board  to manage  and
direct the business and affairs of the Company during the interval between Board
meetings,  except  as provided  by  Delaware law  and  except for  those matters
assigned to the  Audit and Management  Development and Compensation  Committees.
The  members of the Executive Committee, which did not meet in 1994, are Messrs.
Bossidy (Chairman), Staley and Winters.
 
     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
 
                                       7

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  six  times in  1994.  The
Committee members are Messrs. Staley (Chairman), Becherer, Haselton, Luciano and
J. Stafford.
 
     The  Nominating and Board  Affairs Committee has as  its principal role the
consideration and recommendation of 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  also reviews and  makes recommendations to the  Board with respect to
the composition of Board Committees  and other Board-related matters,  including
its   organization,  size,  composition   and  compensation,  as   well  as  the
responsibilities, functions  and  talents of  the  Board and  its  members.  The
members  of the Nominating and Board Affairs Committee, which met three times in
1994, are Messrs. Luciano (Chairman), Palmer, J. Stafford, Staley and Winters.
 
     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 1994.  Its  members are  Messrs. Winters  (Chairman),  Becherer,
Luciano, Palmer and Sigler.
 
     The  Technology Committee has  responsibility for 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  new
technologies of importance to the Company's existing business areas. The members
of  this Committee are Lt. Gen. T.  Stafford (Chairman), Dr. Covert, Gen. Kelley
and Mr. Staley. It met twice in 1994.
 
COMPENSATION OF DIRECTORS
 
     Non-employee directors receive an  annual Board retainer  of $35,000 and  a
fee of $1,500 for Board meetings attended on any day (10 during 1994). They also
receive  an  annual retainer  of $5,400  for each  Board Committee  served, with
Committee Chairmen receiving an additional 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 non-employee  director who attends  one or more Committee
meetings on  any  day as  an  alternate member  receives  a fee  of  $1,500.  In
addition,  a $1,000 fee  is paid to  non-employee directors for  attendance at a
Committee meeting, or  other extraordinary  meeting related  to Board  business,
which occurs apart from a Board meeting, and a
 
                                       8

$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 themselves  and their eligible dependents.
All directors are reimbursed for expenses incurred in attending meetings.
 
     Under  the  Deferred  Compensation  Plan  for  Non-Employee  Directors,   a
non-employee  director may  elect to defer,  until a specified  calendar year or
retirement from the Board, all or any portion of the director's compensation and
to have such compensation credited  to a deferred account  in cash or shares  of
Common  Stock.  Amounts credited  accrue amounts  equivalent  to interest  or to
dividends. The rate of interest on amounts deferred in cash is the same 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  1995).  Upon  a  change in  control,  all  deferred  amounts  will be
considered cash equivalents and a director  who has so elected will be  entitled
to a lump sum payment of such amounts.
 
     Pursuant  to the Retirement Plan  for Non-Employee Directors, directors who
retire from the Board at age 60 or above with at least five years of service  as
a  non-employee director are eligible for a retirement benefit at an annual rate
equal to  the annual  Board retainer  in effect  at retirement.  A director  who
retires  at  age 70  or above  is entitled  to  such benefit  for life,  while a
director retiring between  ages 60  and 70  is entitled  to such  benefit for  a
number  of months  equal to  the number of  months served.  In the  event of the
director's death following retirement, benefits will continue to be paid to  any
surviving  spouse until the  total number of  payments made to  the director and
spouse equals  the lesser  of  the number  of months  served  or 120  months.  A
director (or spouse) who is entitled to a retirement benefit during the two-year
period  following a change in  control will receive a  lump sum payment equal to
the present value of the benefit, if the director has so elected.
 
     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.  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 market price 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 February 21, 1995,  State Street Bank &  Trust Company, 225 Franklin
Street, Boston, Massachusetts 02101 ('State Street'), held 38,182,096 shares, or
approximately 13.4%, 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 2,842,473  shares, or  approximately
1.0%,  of the outstanding Common  Stock as trustee of  various trusts, with sole
voting power as to  2,224,265 shares, shared voting  power as to 10,295  shares,
sole  investment power as to 2,213,740 shares, and shared investment power as to
18,820 shares.
 
     J. P. Morgan & Co.  Incorporated, 60 Wall Street,  New York, NY 10260,  has
informed  the  Company that,  as  of February  21,  1995, it  beneficially owned
15,029,065 shares, or approximately 5.3%, of the outstanding Common Stock,  with
sole  voting power  as to  8,442,580 shares, shared  voting power  as to 273,200
shares, sole  investment power  as to  14,596,065 shares  and shared  investment
power as to 420,800 shares.
 
     Set forth below is certain information with respect to beneficial ownership
of  the Common Stock as of February 21, 1995 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...........................................        377,735(3)(4)
Hans W. Becherer.........................................          3,400(3)
Lawrence A. Bossidy......................................        985,857(3)(4)
Daniel P. Burnham........................................        440,318(3)
Eugene E. Covert.........................................          4,240(3)
Ann M. Fudge.............................................          3,400(3)
William R. Haselton......................................          6,838(3)(4)
Paul X. Kelley...........................................          5,894(3)(4)
Peter M. Kreindler.......................................        150,873(3)(4)
Robert P. Luciano........................................          4,400(3)
Russell E. Palmer........................................          4,400(3)
Frederic M. Poses........................................        466,220(3)(4)
Ivan G. Seidenberg.......................................          1,500
Andrew C. Sigler.........................................          5,400(3)
John R. Stafford.........................................          4,400(3)
Thomas P. Stafford.......................................          3,400(3)
Delbert C. Staley........................................          8,386(3)
Robert C. Winters........................................         12,012(3)
All directors and executive officers as a group,
  including the above (30 in number).....................      3,830,720(3)(4)

                                                        (footnotes on next page)
 
                                       10

- ------------
 
(1) The total for each individual is less than 0.4%, and the total for the group
    is less than 1.4%, of the shares of Common Stock outstanding.
 
(2) Includes 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,
    as  well  as  shares  attributable   to  participants  under  the   Dividend
    Reinvestment   Plan  and  the  AlliedSignal   Savings  Plan.  Also  includes
    restricted shares  as to  which  directors have  sole  voting power  but  no
    investment power prior to the lapse of restrictions.
 
(3) Includes shares which the following have the right to acquire within 60 days
    through  the  exercise of  vested stock  options:  Mr. Barter,  364,336; Mr.
    Bossidy, 730,000; Mr. Burnham, 401,514;  Mr. Kreindler, 145,668; Mr.  Poses,
    444,636;  each indicated non-employee  director, 400; and  all directors and
    executive officers  as a  group, 3,333,192.  No voting  or investment  power
    exists with respect to such shares prior to acquisition.
 
(4) Does  not include the following amounts credited to deferred share accounts,
    as to which  no voting  or investment power  exists prior  to issuance:  Mr.
    Barter, 32,453; Mr. Bossidy, 6,700; Mr. Haselton, 4,224; Gen. Kelley, 3,592;
    Mr.  Kreindler, 4,500;  Mr. Poses, 42,998;  and all  directors and executive
    officers as a group, 120,684.
 
                               ----------------------
     The Company's directors and officers are required to file reports with  the
Securities  and Exchange Commission relating to their ownership of the Company's
equity securities.  During  1994,  a  report filed  by  Nancy  A.  Garvey,  Vice
President   and   Treasurer   of   the   Company,   was   amended   to   include
previously-omitted shares held under the Dividend Reinvestment Plan and a report
relating to an option grant to Mr. Bossidy was inadvertently filed after the due
date.
 
                             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  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
 
                                       11

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
will   vary  based  on  individual  performance  and  the  individual's  skills,
experience and background.
 
     Annual incentive bonus. In 1994, each executive was eligible to receive  an
annual  cash bonus.  The 'target'  level for  that bonus,  like the  base salary
level, was set with  reference to competitive  conditions. These target  levels,
which were somewhat above median levels, were intended to motivate the Company's
executives  by  providing  substantial  bonus payments  for  the  achievement of
aggressive goals. The actual amount paid was determined by performance.  Whether
that payment was above or below target depended 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  such  as improving
customer satisfaction  or negotiating  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 has
consisted of stock  options and  restricted units.  The options  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. Like the annual bonus,  the target award is 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 program.
 
     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. In  addition,
this component of the compensation system (through extended vesting) is designed
to  create an incentive for the individual  to remain with the Company. In order
to enhance the retention incentive, long-term awards occasionally are made which
vest over periods longer than the customary three or four years for options  and
restricted units, respectively.
 
                                       12

     In  order to align  more closely the interests  of the Company's executives
with those of its shareowners,  the Committee has phased  out the use of  annual
restricted  unit awards and has decided that unit grants after 1994 will be made
only to  a  limited  number  of senior  executives,  primarily  as  a  retention
incentive.
 
     The  Company intends, to the  extent practicable, to preserve deductibility
under the  Internal  Revenue Code  (the  'Code')  of compensation  paid  to  its
executive officers while maintaining compensation programs to attract and retain
highly   qualified  executives   in  a   competitive  environment.  Accordingly,
amendments were adopted, with shareowner  approval, to the Company's 1993  Stock
Plan  and  Incentive Compensation  Plan  to allow  compensation  paid thereunder
generally  to  be  deductible,  although  certain  compensation  paid  to   some
executives may not be deductible. As described below, in response to competitive
salary  levels and to retain  the services of Mr.  Bossidy as Chairman and Chief
Executive Officer through  his retirement,  the Board of  Directors approved  an
amended long-term employment agreement for Mr. Bossidy. Some of the compensation
under that agreement may not be deductible, depending on amounts deferred.
 
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 this annual review,  the Committee considers information provided
by the Chief Executive Officer and the Senior Vice President-Human Resources and
uses surveys and reports prepared by independent compensation consultants.
 
     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 1994, awards  to executive  officers as  a group  reflected the  overall
financial  performance of the Company,  which represented substantially improved
income from operations and net income and achievement of the Company's operating
earnings per share goals, as well  as improved productivity and working  capital
turns.  Awards to individuals also  reflected performance against their specific
management objectives.
 
Chief Executive Officer
 
     In May 1994, the Board of  Directors, based upon the recommendation of  the
Committee,  approved an amended long-term employment agreement with Mr. Bossidy,
which extends until  April 1, 2000.  The Committee believed  that Mr.  Bossidy's
performance  as Chief Executive Officer since he joined the Company in July 1991
has been critical to the Company's success. Financial results for 1993 reflected
improvement  over  1991   results  in   net  income  (up   by  92%),   operating
 
                                       13

earnings  per share (up by  85%), free cash flow  ($365 million positive in 1993
compared to a net cash outflow of $195 million in 1991), return on equity (up by
195%) and market capitalization (up by  208%). The Committee also believed  that
Mr. Bossidy's continued employment with the Company was essential to sustain the
initiatives  that enabled the Company  to achieve this performance. Accordingly,
the Committee concluded,  and the Board  concurred, that it  was appropriate  to
update  the terms of  his employment to make  them competitive with compensation
packages then being offered to  the nation's most highly-regarded,  sought-after
chief  executives  and to  extend the  term  of his  agreement until  his normal
retirement date. The agreement reflected Mr. Bossidy's commitment to remain with
the Company for the balance of his career.
 
     The agreement provides for an annual base salary from June 1, 1994  through
retirement  of $2,000,000 and  a continued minimum  target incentive bonus after
1994 of 80% of base  salary. The agreement guaranteed a  1994 bonus of at  least
$1,850,000  if  financial targets  for  the year  were  met. The  1994 financial
results included  an  8% increase  in  sales and  a  16% increase  in  operating
earnings  per  share,  with  both  sales  and  earnings  at  record  levels,  an
improvement of  14% in  operating  margins and  6.2%  in productivity,  and  the
generation  of  positive  cash  flow  of $302  million.  Based  on  this overall
financial performance, as  well as several  strategic acquisitions and  ventures
and  new total quality initiatives, the Committee awarded Mr. Bossidy a bonus of
$2,000,000.
 
     The Committee also decided to make a significant, one-time grant of options
and restricted units in lieu  of future annual grants  in order to maximize  Mr.
Bossidy's  ownership interest  at this  stage in his  tenure and  provide a more
significant incentive  to sustain  targeted  performance levels.  The  agreement
provided  for  the  grant  of  1,500,000 options,  10%  of  which  vest annually
beginning May 6, 1995,  and 250,000 restricted units.  All unvested options  and
the  restricted units vest  on the earlier  of Mr. Bossidy's  reaching age 65 or
April 1 of the  year following three  consecutive years of  at least 15%  annual
growth in the Company's consolidated earnings per share beginning with 1994. The
agreement also 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 are 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.
 
     In early  1994,  prior  to  consideration of  the  amended  agreement,  the
Committee  awarded Mr. Bossidy options and  restricted units under the Company's
long-term incentive compensation program.  The awards reflected the  Committee's
assessment of performance and the value of awards being made to chief executives
of other large industrial corporations.
 
                               ----------------------
 
     Members of the Management Development and Compensation Committee:

                                      
Delbert C. Staley, Chairman              Robert P. Luciano
Hans W. Becherer                         John R. Stafford
William R. Haselton

                             *         *         *
 
     Note:  Numbers in the following tables have been adjusted as appropriate to
reflect the two-for-one split of the Common Stock in March 1994.
 
                                       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
                                                                    Restricted    Securities
Name and Principal                                  Other Annual       Unit       Underlying    All Other
     Position      Year     Salary       Bonus      Compensation     Awards(1)    Options(#)  Compensation(2)
- ------------------ ----   ----------   ----------   ------------   -------------  ---------   --------------
                                                                         
Lawrence A.        1994   $1,625,000   $2,000,000     $  7,260     $   8,756,250  1,800,000    $    858,589
  Bossidy          1993    1,100,000    1,500,000       68,698(3)        343,450    300,000         412,590
  Chairman of the  1992    1,016,667    1,250,000       53,544(3)        459,900    300,000         388,512
  Board and Chief
  Executive
  Officer
Frederic M. Poses  1994      450,000      525,000       18,717            82,925    120,000          55,305
  Executive Vice   1993      430,000      425,000       --               141,707    130,000          53,709
  President        1992      410,000      370,000       --               213,525    127,900          52,113
  (Engineered
  Materials)
Daniel P. Burnham  1994      416,670      390,000       65,903            82,925    120,000          70,485
  Executive Vice   1993      392,500      340,000       39,225           141,707    130,000         320,610
  President        1992      375,000      290,000       27,455           208,050    124,650         151,222
  (Aerospace)
John W. Barter     1994      412,500      390,000          937            49,600     72,000          49,285
  Executive Vice   1993      387,500      345,000       --                91,564     84,000          47,287
  President        1992      370,000      300,000       --               136,875     82,000          45,889
  (Automotive)(4)
Peter M. Kreindler 1994      385,000      340,000          880            45,725     66,000          37,468
  Senior Vice      1993      367,500      305,000       --                76,104     70,000          36,766
  President,       1992      350,000      265,000       --               335,925    175,450          20,365
  General Counsel
  and Secretary(5)

- ------------
 
(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. (A
    portion of the  unit may be  paid in  cash to cover  applicable taxes.)  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,  which vest  as described  under 'Report  of the
    Management Development  and Compensation  Committee.'  The total  number  of
    units  held and their value at the end of 1994 were as follows: Mr. Bossidy,
    741,696 units  ($25,217,664);  Mr.  Poses, 50,134  units  ($1,704,556);  Mr.
    Burnham,  43,608 units ($1,482,672); Mr.  Barter, 39,980 units ($1,359,320);
    and  Mr.  Kreindler,   10,146  units  ($344,964).   Common  Stock   dividend
    equivalents are payable on each unit.
 
(2) Amounts shown for 1994 consist of matching contributions made by the Company
    under  the  savings plan  and supplemental  savings  plan: for  Mr. Bossidy,
    $65,004; Mr. Poses, $36,000; Mr. Burnham, $33,340; Mr. Barter, $33,000;  and
    Mr. Kreindler, $15,408; and the value of life
 
                                       15

    insurance  premiums:  for Mr.  Bossidy,  $793,585; Mr.  Poses,  $19,305; Mr.
    Burnham, $37,145;  Mr.  Barter, $16,285;  and  Mr. Kreindler,  $22,060.  The
    amount  included for  Mr. Bossidy  reflects additional  coverage due  to the
    increase in his base salary,  as well as a change  in the method of  valuing
    life  insurance premiums paid with respect to certain policies which provide
    for repayment of  premiums to the  Company. The maximum  potential value  of
    those policies is calculated, in line with current SEC directions, as if the
    1994  premiums were  advanced without  interest until  the time  the Company
    expects to recover  the premiums, as  contrasted to the  increase in  policy
    cash value used in prior years.
 
(3) For   1993,   includes  $27,420   for  estate   planning  and   $20,143  for
    Company-provided transportation; for  1992, includes  $19,850 for  financial
    planning and $22,956 for Company-provided transportation.
 
(4) Mr. Barter served as Senior Vice President and Chief Financial Officer until
    October 1994.
 
(5) Mr. Kreindler became Secretary in December 1994.
 
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.................       300,000(2)       4.4         $ 38.75       1/16/04    $ 3,196,875
                                         1,500,000(3)      22.2           34.38        5/5/04     14,181,750
Frederic M. Poses...................       120,000(2)       1.8           38.75       1/16/04      1,278,750
Daniel P. Burnham...................       120,000(2)       1.8           38.75       1/16/04      1,278,750
John W. Barter......................        72,000(2)       1.1           38.75       1/16/04        767,250
Peter M. Kreindler..................        66,000(2)       1.0           38.75       1/16/04        703,313

- ------------
 
(1) Options are valued using a Black-Scholes-based formula. The formula  assumes
    historic  five year  average volatility and  dividend yield,  a 7% risk-free
    return and a  ten-year option period.  No adjustments are  made for risk  of
    forfeiture  or, where applicable, 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 named
    officers realize the  grant date  values, total shareowner  value will  have
    appreciated  by  approximately  $2.8 billion,  and  the value  of  the named
    officers'  options  will  be  less   than  0.8%  of  the  total   shareowner
    appreciation.
 
(2) These  options are exercisable in  cumulative installments of 40% commencing
    on January 1,  1995 and 30%  on each of  January 1, 1996  and 1997.  Limited
    stock  appreciation  rights ('LSARs')  granted  in tandem  with  the options
    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. Although the Committee has discretion to grant, in exchange for
    the surrender of an outstanding option, a new option with a price  different
    from the surrendered option, it has not done so and has no present intention
    of doing so.
 
                                       16

(3) This  option is exercisable  in cumulative installments of  10% per year for
    five years commencing on May 6, 1995  and will fully vest on the earlier  of
    Mr. Bossidy's reaching age 65 or 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 option is accompanied by tandem LSARs.
 
                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
                               Acquired on                 Options at Year-End               at Year-End
                                Exercise      Value     --------------------------   ---------------------------
Name                               (#)       Realized   Exercisable  Unexercisable   Exercisable   Unexercisable
- ------------------------------ -----------  ----------  -----------  -------------   -----------   -------------
                                                                                 
Lawrence A. Bossidy...........    --        $   --        480,000      2,220,000     $ 4,374,600    $  3,524,000
Frederic M. Poses.............    32,500     1,059,260    294,266        261,370       3,082,406         766,226
Daniel P. Burnham.............    --            --        243,370        269,144       2,365,923         873,093
John W. Barter................    --            --        270,736        162,000       3,445,210         470,916
Peter M. Kreindler............    12,500       439,788     50,634        180,634         160,362         763,112

LONG-TERM INCENTIVE PLAN AWARDS TABLE
 
     The following  table contains  information relating  to certain  restricted
unit awards made to Mr. Bossidy in May 1994 pursuant to his employment agreement
and  which are not included in the  Restricted Unit Awards column of the Summary
Compensation Table  in accordance  with  rules of  the Securities  and  Exchange
Commission.
 
            LONG-TERM INCENTIVE PLANS -- AWARDS IN LAST FISCAL YEAR

                                                                                          Performance or Other
                                                                  Number of                   Period Until
Name                                                         Restricted Units(1)          Maturation or Payout
- ----------------------------------------------------------   -------------------          --------------------
                                                                                    
Lawrence A. Bossidy.......................................          50,000                      4/1/98(2)
                                                                    75,000                      4/1/99(3)

- ------------
 
(1) Subject  to the performance  conditions set forth  below, each unit entitles
    Mr. Bossidy to one share of Common Stock (or, in the Committee's discretion,
    the cash equivalent  in lieu of  all or  part of the  shares). Common  Stock
    dividend  equivalents and amounts equivalent to interest thereon will accrue
    and be paid out only on vesting of the restricted units.
 
(2) These units 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, 1998.
 
(3) These units 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, 1999.
 
                                       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]

                        1990    1991      1992   1993    1994

Company Common Stock     81.9   139.6    196.0   260.3  228.3
S&P 500                  96.9   126.4    136.0   149.8  151.7
Composite Group          93.9   123.0    133.9   154.7  166.2

     In each case, a $100 investment on December 31, 1989 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       $ 41,191     $ 91,191     $141,191     $  191,191     $  241,191
   700,000         61,191      131,191      201,191        271,191        341,191
   900,000         81,191      171,191      261,191        351,191        441,191
 1,100,000        101,191      211,191      321,191        431,191        541,191
 1,500,000        141,191      291,191      441,191        591,191        741,191
 2,000,000        191,191      391,191      591,191        791,191        991,191
 2,800,000        271,191      551,191      831,191      1,111,191      1,391,191
 3,100,000        301,191      611,191      921,191      1,231,191      1,541,191

     The benefit amounts shown in the  Pension Table are computed on a  straight
life  annuity  basis. At  January  1, 1995,  the  following individuals  had the
indicated number of years of credited service for pension purposes: Mr. Bossidy,
3.6; Mr. Poses, 25.33; Mr. Burnham, 12.67; Mr. Barter, 18.83; and Mr. Kreindler,
3.0.
 
     The amounts in  the Salary and  Bonus columns of  the Summary  Compensation
Table for 1994 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 at age 62 or  later,
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 for retirement before age
62   and  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  was amended in 1994 and  provides
for  his employment through April 1, 2000 at  a salary of $2,000,000 per year, a
target annual incentive
 
                                       19

bonus of at  least 80%  of salary,  and the  one-time grant  of 1,500,000  stock
options  and  375,000 restricted  units. For  further information  regarding Mr.
Bossidy's bonus and the terms of  the options and restricted units, see  'Report
of  the Management Development  and Compensation Committee.'  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 -- 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  1995  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.
 
     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.
 
     Price Waterhouse has audited the  consolidated financial statements of  the
Company  and its  predecessor, Allied  Corporation, since  1969. Total  fees for
services  rendered  by  Price  Waterhouse  in  1994  to  the  Company  and   its
subsidiaries worldwide were approximately $11,500,000.
 
     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.
 
                                       20

                     3 -- SHAREOWNER PROPOSAL REGARDING THE
                        ELECTION OF DIRECTORS BY CLASSES
 
     The  National Electrical Benefit Fund,  1125 15th Street, N.W., Washington,
DC 20005, the owner of 75,000 shares  of Common Stock, has notified the  Company
of its intention to introduce the proposal set forth below for consideration and
action  by the  shareowners at the  Annual Meeting. The  proposed resolution and
supporting statement were provided by the  proponent. 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 of  the
proposal.
 
                               ----------------------
          'BE   IT  RESOLVED:   That  the  shareholders   of  AlliedSignal  Inc.
     ('Company') urge that the  Board of Directors take  the necessary steps  to
     declassify  the Board of  Directors for the  purpose of director elections.
     The declassification shall  be done in  a manner that  does not affect  the
     unexpired terms of directors previously elected.'
 
                              SUPPORTING STATEMENT
 
          'The  election of  corporate directors  is the  primary avenue  in the
     American  corporate  governance  system   for  shareholders  to   influence
     corporate affairs and exert accountability on management.
 
          'Therefore,   as  shareholders  concerned  about   the  value  of  our
     investment, we  are  very disturbed  by  our Company's  current  system  of
     electing  only one-third  of the Board  of Directors each  year. We believe
     this staggering  of  director  terms prevents  shareholders  from  annually
     registering  their views on  the performance of  the Board collectively and
     each director individually.
 
          'Staggered boards can  help insulate directors  and senior  executives
     from  the  consequences of  poor  performance by  denying  shareholders the
     opportunity to replace an entire board which is pursuing failed policies.
 
          'Concerns that the annual  election of all  directors would leave  the
     Company  without experienced Board members in the event that all incumbents
     are voted out  is unfounded.  If the owners  should choose  to replace  the
     entire   board,  it  would   be  obvious  that   the  incumbent  directors'
     contributions were not valued.
 
          'We believe  that allowing  shareholders  to annually  register  their
     views  on  the  performance of  the  Board collectively  and  each director
     individually is one of the best methods to insure that our Company will  be
     managed in the best interests of the shareholders.'
 
BOARD OF DIRECTORS' RECOMMENDATION -- THE BOARD OF DIRECTORS RECOMMENDS THAT THE
SHAREOWNERS VOTE AGAINST THIS PROPOSAL FOR THE FOLLOWING REASONS:
 
     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.
 
                                       21

     For the  reasons  indicated below,  it  is  the Board's  opinion  that  the
classified Board serves the Company and its shareowners well. The Board does not
believe that directors elected to a classified Board are any less accountable to
shareowners  than they would be if elected annually, since the same standards of
performance apply regardless of the term of service.
 
     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 necessarily discourage takeover offers.
 
     Adoption  of this  proposal would  not in  itself eliminate  the classified
Board. Further  action  by the  shareowners  would  be necessary  to  amend  the
Certificate  of Incorporation and  By-laws, with an 80%  vote of the outstanding
shares entitled to vote required for approval.
 
     A proposal to eliminate  the classified Board  of Directors was  previously
considered  at Annual Meetings in 1990 and  1991 and was defeated by the holders
of more than two-thirds of the votes cast on each occasion. The Board  continues
to  believe that the classified Board is in the best interest of the shareowners
and that the shareowners should oppose efforts to eliminate it.
 
     FOR THE REASONS  STATED ABOVE,  THE BOARD  OF DIRECTORS  RECOMMENDS A  VOTE
AGAINST THIS PROPOSAL.
 
                             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
 
                                       22

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 persons holding  stock in their  names or those  of
their  nominees for their reasonable expenses in sending proxy material to their
principals 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 1996 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 1996  Annual Meeting  must be  received by the
Company not later than  November 10, 1995. 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 10, 1995
 
                                       23

                       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 1995 ANNUAL MEETING
                              AND PROXY STATEMENT

                               APPENDIX 1
                       BANK OF NEW YORK PROXY CARD

                                                                           PROXY
[LOGO]

THIS PROXY IS SOLICITED ON BEHALF OF THE BOARD OF DIRECTORS OF ALLIEDSIGNAL INC.
                ANNUAL MEETING OF SHAREOWNERS -- APRIL 24, 1995
 
    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 24,
1995, 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: Russell  E. Palmer,  Ivan G.  Seidenberg, Andrew C.
Sigler and Thomas P. Stafford.

                                                                   
      NOTE: After signing, please insert this Proxy in the            ALLIEDSIGNAL, INC.
      enclosed envelope so that the address at right shows            P.O. BOX 11010
      through the window.                                             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'  PROPOSAL 2  AND
'AGAINST' PROPOSAL 3.
 
                                  (SPECIFY CHOICES AND SIGN ON THE REVERSE SIDE)

[      ]

PLEASE COMPLETE (X) IN BLUE OR BLACK INK.
 
A VOTE 'FOR' PROPOSALS 1 AND 2 IS RECOMMENDED BY THE BOARD OF DIRECTORS:
 
1. Election of Directors (see list on other side)
 
FOR all [X]       WITHHOLD AUTHORITY [X]       EXCEPTION [X]
nominees          to vote for all nominees     (see
                                               instruction
                                               to the right)
 
2. Appointment of Independent Accountants
 
FOR [X]   AGAINST [X]   ABSTAIN [X]
 
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' PROPOSAL 3 IS RECOMMENDED BY THE BOARD OF DIRECTORS:
 
3. Shareowner proposal regarding the Election of Directors by Classes
 
FOR [X]   AGAINST [X]   ABSTAIN [X]
 
Please complete (X) if you want your vote kept confidential under [X]
the policy described on page 1 of the Proxy Statement.

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

Please complete (X) if you:
 
Plan to attend the Annual Meeting [X]
 
Have written comments on this card [X]
 
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...................................................., 1995
                     (Please Insert Date)
 
Signed.......................................................

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

                               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 24, 1995, 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: Russell  E. Palmer,  Ivan G.  Seidenberg, Andrew C.
Sigler and Thomas P. Stafford.
 
     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'  PROPOSAL 2 AND 'AGAINST'  PROPOSAL
3. 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 AND 2 IS RECOMMENDED BY THE
BOARD OF DIRECTORS:
- -------------------------------------------------------------------------------
1. Election of Directors (see list on other side)
 
[ ]   FOR all nominees                         [ ] WITHHOLD AUTHORITY
      (except as noted below)                      to vote for all nominees
 
INSTRUCTION: To withhold authority to vote for any individual
             nominee(s), write the name(s) on the line below.

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

2. Appointment of Independent Accountants
FOR [ ]      AGAINST  [ ]     ABSTAIN  [ ]
 
- -------------------------------------------------------------------------------
A VOTE 'AGAINST' PROPOSAL 3 IS RECOMMENDED BY THE
BOARD OF DIRECTORS:
- -------------------------------------------------------------------------------
3. Shareowner proposal regarding the Election of Directors by Classes
FOR [ ]      AGAINST  [ ]     ABSTAIN  [ ]
 
PLEASE SIGN, DATE AND RETURN THIS CARD PROMPTLY IN THE ENCLOSED ENVELOPE.
 
PLEASE SIGN EXACTLY AS NAME APPEARS.

Dated...................................................,1995
                    (Please Insert Date)
 
Signed.......................................................

                               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 24, 1995, 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: Russell  E. Palmer,  Ivan G.  Seidenberg, Andrew C.
Sigler and Thomas P. Stafford.
 
     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'  PROPOSAL 2 AND 'AGAINST'  PROPOSAL
3. 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 AND 2 IS RECOMMENDED BY THE
BOARD OF DIRECTORS:
- -------------------------------------------------------------------------------
1. Election of Directors (see list on other side)
 
[ ]   FOR all nominees                         [ ] WITHHOLD AUTHORITY
      (except as noted below)                      to vote for all nominees
 
INSTRUCTION: To withhold authority to vote for any individual
             nominee(s), write the name(s) on the line below.

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

2. Appointment of Independent Accountants
FOR [ ]      AGAINST  [ ]     ABSTAIN  [ ]
 
- -------------------------------------------------------------------------------
A VOTE 'AGAINST' PROPOSAL 3  IS RECOMMENDED BY THE
BOARD OF DIRECTORS:
- -------------------------------------------------------------------------------
3. Shareowner proposal regarding the Election of Directors by Classes
FOR [ ]      AGAINST  [ ]     ABSTAIN  [ ]
 
PLEASE SIGN, DATE AND RETURN THIS CARD PROMPTLY IN THE ENCLOSED ENVELOPE.
 
PLEASE SIGN EXACTLY AS NAME APPEARS.

Dated...................................................,1995
                    (Please Insert Date)
 
Signed.......................................................

                               APPENDIX 4
                     TRUCK BRAKE SYSTEMS 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 24, 1995, 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: Russell  E. Palmer,  Ivan G.  Seidenberg, Andrew C.
Sigler and Thomas P. Stafford.
 
     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'  PROPOSAL 2 AND 'AGAINST'  PROPOSAL
3. 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 AND 2 IS RECOMMENDED BY THE
BOARD OF DIRECTORS:
- -------------------------------------------------------------------------------
1. Election of Directors (see list on other side)
 
[ ]   FOR all nominees                         [ ] WITHHOLD AUTHORITY
      (except as noted below)                      to vote for all nominees
 
INSTRUCTION: To withhold authority to vote for any individual
             nominee(s), write the name(s) on the line below.

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

2. Appointment of Independent Accountants
FOR [ ]      AGAINST  [ ]     ABSTAIN  [ ]
 
- -------------------------------------------------------------------------------
A VOTE 'AGAINST' PROPOSAL 3 IS RECOMMENDED BY THE
BOARD OF DIRECTORS:
- -------------------------------------------------------------------------------
3. Shareowner proposal regarding the Election of Directors by Classes
FOR [ ]      AGAINST  [ ]     ABSTAIN  [ ]
 
PLEASE SIGN, DATE AND RETURN THIS CARD PROMPTLY IN THE ENCLOSED ENVELOPE.
 
PLEASE SIGN EXACTLY AS NAME APPEARS.

Dated...................................................,1995
                    (Please Insert Date)
 
Signed.......................................................

                               APPENDIX 5
                               SP LETTER

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

LARRY BOSSIDY
Chairman and
Chief Executive Officer
 
                                                              March 10, 1995
 
Dear Plan Participant:
 
Thanks to the hard work and commitment of AlliedSignal's employees, 1994 was
another good year for the Company, with sales and earnings rising significantly
to record levels. In recognition of this performance, the common stock dividend
has been increased by 16% for the third consecutive year. I am delighted that
participants in the savings plans are benefiting from this higher income from
their shares.
 
Enclosed is a meeting notice and proxy statement for the 1995 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 look forward to your continuing support as we work together to make 1995 even
better than 1994.
 
                                                              Sincerely,

                                                              LARRY BOSSIDY
Enclosures