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

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                            FORM S-8
                     REGISTRATION STATEMENT
                             UNDER
                   THE SECURITIES ACT OF 1933

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                       AlliedSignal Inc.
     (Exact name of registrant as specified in its charter)

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

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

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

                     AlliedSignal Thrift Plan
                    (Full title of the plan)

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

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

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

                CALCULATION OF REGISTRATION FEE
=============================================================================
                                       Proposed     Proposed   
    Title of                           maximum      maximum    
   securities                          offering     aggregate    Amount of
     to be             Amount to be    price per    offering     registration
 registered (1)        registered      share (2)    price (2)    fee (2)

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

Common Stock, par                                          
value $1.00 per share  800,000 shares  $39.813      $31,850,400  $10,982.90

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(1)  In addition, pursuant to Rule 416(c) under the Securities Act of 1933,
as amended (the "Act"), this registration statement also covers an
indeterminate amount of interests to be offered or sold pursuant to the
AlliedSignal Thrift Plan.

(2)  Estimated in accordance with Rule 457(h) of the Act, solely for the
purpose of calculating the registration fee based on an assumed price of
$39.813 per share, the average of the high and low sales prices of the
Common Stock of AlliedSignal Inc. on the New York Stock Exchange Composite
Tape on June 12, 1995.

                                - 2 -

Item 3. Incorporation of Documents by Reference

   The following documents have been filed by AlliedSignal Inc. (the
"Company") or the AlliedSignal Thrift Plan (the "Plan") with the Securities
and Exchange Commission (the "Commission") and are incorporated herein by
reference:

    (a) the Company's Annual Report on Form 10-K for the year ended December
        31, 1994;

    (b) the Company's Quarterly Report on Form 10-Q for the quarter ended
        March 31, 1995;

    (c) the Plan's Annual Report on Form 11-K for the year ended December
        31, 1993; and

    (d) the description of the Company Common Stock set forth in Note 17 of
        Notes to Financial Statements included in Exhibit 13 of the
        Company's Annual Report on Form 10-K for the year ended December 31,
        1994.

    All documents filed by the Company or the Plan pursuant to Sections
13(a), 13(c), 14 and 15(d) of the Securities Exchange Act of 1934 (the
"Exchange Act") after the date of this registration statement and prior to
the filing of a post-effective amendment which indicates that all
securities offered have been sold or which deregisters all securities then
remaining unsold shall be deemed to be incorporated by reference in this
registration statement and to be a part hereof from the date of filing of
such documents.  Any statement contained in a document incorporated or
deemed to be incorporated by reference herein shall be deemed to be
modified or superseded for purposes of this registration statement to the
extent that a statement contained herein or in any other subsequently filed
document which also is or is deemed to be incorporated by reference herein
modifies or supersedes such statement.  Any such statement so modified or
superseded shall not be deemed, except as so modified or superseded, to
constitute a part of this registration statement.

Item 4. Description of Securities

   Not Applicable

Item 5. Interests of Named Experts and Counsel

   The Company's consolidated financial statements, incorporated herein by
reference  to  the  Company's  Annual  Report  on  Form 10-K  for the year
ended  December 31, 1994, and the Plan's financial statements, incorporated
herein by reference to the Plan's Annual Report on Form 11-K for the year
ended December 31, 1993, have been so incorporated in reliance on the
reports of Price Waterhouse LLP ("Price Waterhouse"), independent
accountants, given on the authority of said firm as experts in auditing and
accounting.

   With respect to the unaudited consolidated financial information of the
Company for the three month period ended March 31, incorporated herein by
reference, Price Waterhouse reported that they have applied limited
procedures in accordance with professional standards for a review of such
information.  However, their separate report dated April 21, 1995,
incorporated by reference herein, states that they did not audit and they
do not express an opinion on that unaudited consolidated financial
information.  Price Waterhouse has not carried out any significant or
additional audit tests beyond those which would have been necessary if
their report had not been included.  Accordingly, the degree of reliance on
their report on such information should be restricted in light of the
limited nature of the review procedures applied.  Price Waterhouse is not
subject to the liability provisions of Section 11 of the Act

                                - 3 -

for their report on the unaudited consolidated financial information because
that report is not a "report" or a "part" of the registration statement
prepared or certified by Price Waterhouse within the meaning of Sections 7
and 11 of the Act.

Item 6. Indemnification of Directors and Officers

   Under Article ELEVENTH of the Company's Restated Certificate of
Incorporation, each person who is or was a director or officer of the
Company, and each director or officer of the Company who serves or served
any other enterprise or organization at the request of the Company, shall
be indemnified by the Company to the full extent permitted by the Delaware
General Corporation Law.

  Under such law, to the extent that such a person is successful on the
merits or otherwise in defense of a suit or proceeding brought against such
person by reason of the fact that such person is or was a director or
officer of the Company, or serves or served any other enterprise or
organization at the request of the Company, such person shall be
indemnified against expenses (including attorneys' fees) actually and
reasonably incurred in connection with such action.

  If unsuccessful in defense of a third-party civil suit or a criminal
suit, or if such a suit is settled, such a person shall be indemnified
under such law against both (1) expenses (including attorneys' fees) and
(2) judgments, fines and amounts paid in settlement if such person acted in
good faith and in a manner such person reasonably believed to be in, or not
opposed to, the best interests of the Company, and with respect to any
criminal action, had no reasonable cause to believe such person's conduct
was unlawful.

  If unsuccessful in defense of a suit brought by or in the right of the
Company, or if such suit is settled, such a person shall be indemnified
under such law only against expenses (including attorneys' fees) actually
and reasonably incurred in the defense or settlement of such suit if such
person acted in good faith and in a manner such person reasonably believed
to be in, or not opposed to, the best interests of the Company except that
if such person is adjudged to be liable in such suit to the Company, such
person cannot be made whole even for expenses unless the court determines
that such person is fairly and reasonably entitled to indemnity for such
expenses.

  In addition, the Company maintains directors' and officers' reimbursement
and liability insurance pursuant to standard form policies.  The risks
covered by such policies include certain liabilities under the securities
laws.

Item 7. Exemption from Registration Claimed

   Not Applicable

Item 8. Exhibits

    Exhibit
      No.                             Description
      ---                             -----------

      4.1  The Company's Restated Certificate of Incorporation (incorporated
           by reference to Exhibit 99.1 to the Company's Form 10-Q for the
           quarter ended March 31, 1993).

      4.2  The Company's By-laws, as amended (incorporated by reference to
           Exhibit 99.2 to the Company's Form 10-Q for the quarter ended
           March 31, 1993).

                                  - 4 -

      15   Independent Accountants' Acknowledgment Letter as to the
           incorporation of their report relating to unaudited interim
           financial information (filed herewith).

      23   Consent of Price Waterhouse LLP (filed herewith).

      24   Powers of Attorney (filed herewith).

Item 9.  Undertakings

      (a)  The undersigned registrant hereby undertakes:

           (1)  To  file, during  any period in which offers or sales are
           being made, a post-effective amendment to this registration
           statement:

                (i)  To include any prospectus required by Section
                10(a)(3) of the Act;

                (ii)  To reflect in the prospectus any facts or
                events arising after the effective date of the registration
                statement (or the most recent post-effective amendment
                thereof) which, individually or in the  aggregate, represent a
                fundamental change in the information set forth  in the
                registration statement;

                (iii)  To include any material information with respect to
                the plan of distribution not previously disclosed in the
                registration statement or any material change to such
                information in the registration statement;

          Provided, however, that paragraphs (i) and (ii) above do not
apply if the information required to be included in a post-effective
amendment by those paragraphs is contained in periodic reports filed by the
registrant pursuant to Section 13 or Section 15(d) of the Exchange Act that
are incorporated by reference in the registration statement.

           (2)  That, for the purpose of determining any liability under
           the Act, each such post-effective amendment shall be deemed to be
           a new registration statement relating to the securities offered
           therein, and the offering of such securities at that time shall be
           deemed to be the initial bona fide offering thereof.

           (3)  To remove from registration by means of a post-effective
           amendment any of the securities being registered which remain
           unsold at the termination of the offering.

      (b)  The undersigned registrant hereby undertakes that, for purposes
      of determining any liability under the Act, each filing of the
      registrant's annual report pursuant to Section 13(a) or Section 15(d)
      of the Exchange Act, and each filing of the Plan's annual report
      pursuant to Section 15(d) of the Exchange Act, that is incorporated by
      reference in the registration statement shall be deemed to be a new
      registration statement relating to the securities offered therein, and
      the offering of such securities at that time shall be deemed to be the
      initial bona fide offering thereof.

      (c)  Insofar as indemnification for liabilities arising under the Act
      may be permitted to directors, officers and controlling persons of the
      registrant pursuant to the foregoing provisions, or otherwise, the
      registrant has been advised that in the opinion of the Commission such
      indemnification is against public policy as expressed in the Act and is,

                                 - 5 -

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

      (d)  To submit the Plan and, from time to time, any amendments thereto
      necessary to maintain the tax-qualified status of the Plan to the
      Internal Revenue Service ("IRS") in a timely manner and to make all
      changes required by the IRS in order to continue to qualify the Plan.

                                    - 6 -

                                  SIGNATURES

    The Registrant.  Pursuant to the requirements of the Securities Act of
1933, the registrant certifies that it has reasonable grounds to believe
that it meets all of the requirements for filing on Form S-8 and has duly
caused this registration statement to be signed on its behalf by the
undersigned, thereunto duly authorized, in the Township of Morris, State of
New Jersey, on the 15th day of June, 1995.

                                           AlliedSignal Inc.

                                           By: /s/ G. Peter D'Aloia
                                              --------------------------
                                              G. Peter D'Aloia
                                              Vice President and Controller

    Pursuant to the requirements of the Securities Act of 1933, this
registration statement has been signed by the following persons in the
capacities and on the dates indicated.

            Name                         Title                        Date
            ----                         -----                        ----

              *                   
- ------------------------------    Director, Chairman of the
      (Lawrence A. Bossidy)       Board and Chief Executive
                                  Officer

              *                   
- ------------------------------    Director
      (Hans W. Becherer)

              *                   
- ------------------------------    Director
      (Eugene E. Covert)

              *                   
- ------------------------------    Director
        (Ann M. Fudge)

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

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

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

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

                                    - 7 -

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

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

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

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

  /s/ Richard F. Wallman
- -----------------------------     Senior Vice President and     June 15, 1995
     (Richard F. Wallman)         Chief Financial Officer
                                  (Principal Financial Officer)

  /s/ G. Peter D'Aloia
- -----------------------------     Vice President and Controller June 15, 1995
     (G. Peter D'Aloia)           (Principal Accounting Officer)

*By:  /s/ Peter M. Kreindler
     ------------------------
         (Peter M. Kreindler,                                   June 15, 1995
          Attorney-in-Fact)

                                - 8 -

    The Plan.  Pursuant to the requirements of the Securities Act of 1933, the
Plan administrator has duly caused this registration statement to be signed on
its behalf by the undersigned, thereunto duly authorized, in the Township of
Morris, State of New Jersey, on the 15th day of June, 1995.

                                    AlliedSignal Thrift Plan

                                    By: /s/ Russell W. Hawkins
                                       -----------------------------
                                        Russell W. Hawkins
                                        Vice President-Benefits

                                 - 9 -

                            EXHIBIT INDEX

Exhibit
 No.                                 Description                      Page
 ---                                 -----------                      ----
 
4.1  The Company's Restated Certificate of Incorporation
     (incorporated by reference to Exhibit 99.1 to the Company's
     Form 10-Q for the quarter ended March 31, 1993).

4.2  The Company's By-laws, as amended (incorporated by
     reference to Exhibit 99.2 to the Company's Form 10-Q for
     the quarter ended March 31, 1993).

15   Independent Accountants' Acknowledgment Letter as to the
     incorporation of their report relating to unaudited interim
     financial information (filed herewith).

23   Consent of Price Waterhouse LLP (filed herewith).

24   Powers of Attorney (filed herewith).

                                                  Exhibit 15

                                                  

June 15, 1995

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

Dear Ladies and Gentlemen:

We are aware that AlliedSignal Inc. has incorporated by
reference our report dated April 21, 1995 (issued pursuant to the
provisions of Statement of Auditing Standards 71) in its
Registration Statement on Form S-8 to be filed on or about June 15,
1995. We are also aware of our responsibilities under the Securities
Act of 1933.

Yours very truly,

/s/ Price Waterhouse LLP

                                           Exhibit 23

          Consent of Independent Accountants

                           
We hereby consent to the incorporation by reference in
this Registration Statement on Form S-8 of our report
dated February 1, 1995, which appears on page 38 of the
1994 Annual Report to Shareowners of AlliedSignal Inc.
(the "Company"), which is incorporated by reference in
the Company's Annual Report on Form 10-K for the year
ended December 31, 1994.  We also consent to the
incorporation by reference in this Registration
Statement of our report dated June 3, 1994 appearing on
page F-2 of the AlliedSignal Thrift Plan's Annual
Report on Form 11-K for the year ended December 31,
1993.  We also consent to the reference to us under the
heading "Interests of Named Experts and Counsel" in
this Registration Statement.

/s/ Price Waterhouse LLP
Price Waterhouse LLP
Morristown, NJ
June 15, 1995

                        POWER OF ATTORNEY

     I, Lawrence A. Bossidy, Chairman and Chief Executive Officer
and a director of AlliedSignal Inc., a Delaware corporation (the
"Company"), hereby appoint Peter M. Kreindler, G. Peter D'Aloia
and Nancy A. Garvey, each with power to act without the other and
with power of substitution and resubstitution, as my attorney-in-
fact to sign on my behalf in my capacity as an officer or
director of the Company one or more registration statements under
the Securities Act of 1933, or any amendment or post-effective
amendment to any registration statement heretofore or hereafter
filed by the Company:

     (a)  on Form S-8 or other appropriate form for the
registration of shares of the Company's Common Stock (and
participations where appropriate) to be offered under the
savings, stock or other benefit plans of the Company, its
affiliates or any predecessor thereof, including the AlliedSignal
Savings Plan, the AlliedSignal Thrift Plan, the AlliedSignal
Truck Brake Systems Company Savings Plan, the 1980 Incentive
Stock Option Plan of Allied Corporation and its Subsidiaries, the
1982 Stock Option Plan for Executive Employees of Allied
Corporation and its Subsidiaries, the 1985 Stock Plan for
Employees of Allied-Signal Inc. and its Subsidiaries, the 1993
Stock Plan for Employees of AlliedSignal Inc. and its Affiliates,
the Stock Plan for Non-Employee Directors of AlliedSignal Inc.
and any plan which is a successor to such plans;

     (b)  on Form S-3 or other appropriate form for the
registration of shares of the Company's Common Stock to be
offered under the Dividend Reinvestment Plan of Allied-Signal
Inc. and any plan which is a successor to such plan; and

     (c)  on Form S-3 or other appropriate form for the
registration of:

          (i)   debt securities of the Company (which may be
convertible into or exchangeable for or accompanied by warrants
to purchase debt or equity securities of the Company, its
subsidiaries, joint ventures or affiliates or another person or
entity, provided the number of shares of the Company's Common
Stock into or for which such debt securities may be converted or
exchanged or which may be issued upon exercise of such warrants
shall not exceed 33,400,000, as adjusted for stock splits and
dividends) with aggregate proceeds not to exceed $500 million (or
the equivalent thereof in any foreign currency), any accompanying
warrants and any guarantees by the Company of such debt
securities of its subsidiaries, joint ventures or affiliates;

          (ii)  preferred stock of the Company (which may be
convertible into or redeemable or exchangeable for Common Stock
or other securities or property of the Company) with proceeds not
to exceed 500 million;

                             - 2 -

          (iii) debt securities, Common Stock or preferred
stock of the Company or warrants to purchase such securities to
be issued in exchange for debt or equity securities of the
Company, its subsidiaries, joint ventures or affiliates with an
aggregate principal amount, liquidation preference or value not
to exceed $500 million;

          (iv)  any securities into or for which any of the
securities specified in clauses (i), (ii) or (iii) are
convertible or exchangeable or which may be issued upon exercise
thereof; and

          (v)   shares of Common Stock of the Company sold or
otherwise disposed of to carry out transactions not requiring
specific authorization by the Board of Directors, not to exceed
in any one transaction the lesser of (1) two percent of the
Common Stock of the Company issued and outstanding at the end of
the preceding fiscal year, as adjusted for stock splits and stock
dividends, or (2) shares having a market value of $200,000,000,
and any warrants to purchase such shares,

granting to each such attorney full power and authority to
perform every act necessary to be done as fully as I might do in
person.

     I hereby revoke any or all prior appointments of attorneys-
in-fact to sign the above-described documents.

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

Dated:  February 3, 1995

                        POWER OF ATTORNEY

     I, Hans W. Becherer, a director of AlliedSignal Inc., a
Delaware corporation (the "Company"), hereby appoint Lawrence A.
Bossidy, Peter M. Kreindler, G. Peter D'Aloia and Nancy A.
Garvey, each with power to act without the other and with power
of substitution and resubstitution, as my attorney-in-fact to
sign on my behalf in my capacity as a director of the Company one
or more registration statements under the Securities Act of 1933,
or any amendment or post-effective amendment to any registration
statement heretofore or hereafter filed by the Company:

     (a)  on Form S-8 or other appropriate form for the
registration of shares of the Company's Common Stock (and
participations where appropriate) to be offered under the
savings, stock or other benefit plans of the Company, its
affiliates or any predecessor thereof, including the AlliedSignal
Savings Plan, the AlliedSignal Thrift Plan, the AlliedSignal
Truck Brake Systems Company Savings Plan, the 1980 Incentive
Stock Option Plan of Allied Corporation and its Subsidiaries, the
1982 Stock Option Plan for Executive Employees of Allied
Corporation and its Subsidiaries, the 1985 Stock Plan for
Employees of Allied-Signal Inc. and its Subsidiaries, the 1993
Stock Plan for Employees of AlliedSignal Inc. and its Affiliates,
the Stock Plan for Non-Employee Directors of AlliedSignal Inc.
and any plan which is a successor to such plans;

     (b)  on Form S-3 or other appropriate form for the
registration of shares of the Company's Common Stock to be
offered under the Dividend Reinvestment Plan of Allied-Signal
Inc. and any plan which is a successor to such plan; and

     (c)  on Form S-3 or other appropriate form for the
registration of:

          (i)   debt securities of the Company (which may be
convertible into or exchangeable for or accompanied by warrants
to purchase debt or equity securities of the Company, its
subsidiaries, joint ventures or affiliates or another person or
entity, provided the number of shares of the Company's Common
Stock into or for which such debt securities may be converted or
exchanged or which may be issued upon exercise of such warrants
shall not exceed 33,400,000, as adjusted for stock splits and
dividends) with aggregate proceeds not to exceed $500 million (or
the equivalent thereof in any foreign currency), any accompanying
warrants and any guarantees by the Company of such debt
securities of its subsidiaries, joint ventures or affiliates;

          (ii)  preferred stock of the Company (which may be
convertible into or redeemable or exchangeable for Common Stock
or other securities or property of the Company) with proceeds not
to exceed $500 million;

                              - 2 -

          (iii) debt securities, Common Stock or preferred
stock of the Company or warrants to purchase such securities to
be issued in exchange for debt or equity securities of the
Company, its subsidiaries, joint ventures or affiliates with an
aggregate principal amount, liquidation preference or value not
to exceed $500 million;

          (iv)  any securities into or for which any of the
securities specified in clauses (i), (ii) or (iii) are
convertible or exchangeable or which may be issued upon exercise
thereof; and

          (v)   shares of Common Stock of the Company sold or
otherwise disposed of to carry out transactions not requiring
specific authorization by the Board of Directors, not to exceed
in any one transaction the lesser of (1) two percent of the
Common Stock of the Company issued and outstanding at the end of
the preceding fiscal year, as adjusted for stock splits and stock
dividends, or (2) shares having a market value of $200,000,000,
and any warrants to purchase such shares,

granting to each such attorney full power and authority to
perform every act necessary to be done as fully as I might do in
person.

     I hereby revoke any or all prior appointments of attorneys-
in-fact to sign the above-described documents.

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

Dated: February 3, 1995

                        POWER OF ATTORNEY

     I, Eugene E. Covert, a director of AlliedSignal Inc., a
Delaware corporation (the "Company"), hereby appoint Lawrence A.
Bossidy, Peter M. Kreindler, G. Peter D'Aloia and Nancy A.
Garvey, each with power to act without the other and with power
of substitution and resubstitution, as my attorney-in-fact to
sign on my behalf in my capacity as a director of the Company one
or more registration statements under the Securities Act of 1933,
or any amendment or post-effective amendment to any registration
statement heretofore or hereafter filed by the Company:

     (a)  on Form S-8 or other appropriate form for the
registration of shares of the Company's Common Stock (and
participations where appropriate) to be offered under the
savings, stock or other benefit plans of the Company, its
affiliates or any predecessor thereof, including the AlliedSignal
Savings Plan, the AlliedSignal Thrift Plan, the AlliedSignal
Truck Brake Systems Company Savings Plan, the 1980 Incentive
Stock Option Plan of Allied Corporation and its Subsidiaries, the
1982 Stock Option Plan for Executive Employees of Allied
Corporation and its Subsidiaries, the 1985 Stock Plan for
Employees of Allied-Signal Inc. and its Subsidiaries, the 1993
Stock Plan for Employees of AlliedSignal Inc. and its Affiliates,
the Stock Plan for Non-Employee Directors of AlliedSignal Inc.
and any plan which is a successor to such plans;

     (b)  on Form S-3 or other appropriate form for the
registration of shares of the Company's Common Stock to be
offered under the Dividend Reinvestment Plan of Allied-Signal
Inc. and any plan which is a successor to such plan; and

     (c)  on Form S-3 or other appropriate form for the
registration of:

          (i)   debt securities of the Company (which may be
convertible into or exchangeable for or accompanied by warrants
to purchase debt or equity securities of the Company, its
subsidiaries, joint ventures or affiliates or another person or
entity, provided the number of shares of the Company's Common
Stock into or for which such debt securities may be converted or
exchanged or which may be issued upon exercise of such warrants
shall not exceed 33,400,000, as adjusted for stock splits and
dividends) with aggregate proceeds not to exceed $500 million (or
the equivalent thereof in any foreign currency), any accompanying
warrants and any guarantees by the Company of such debt
securities of its subsidiaries, joint ventures or affiliates;

          (ii)  preferred stock of the Company (which may be
convertible into or redeemable or exchangeable for Common Stock
or other securities or property of the Company) with proceeds not
to exceed $500 million;

                              - 2 -

          (iii) debt securities, Common Stock or preferred
stock of the Company or warrants to purchase such securities to
be issued in exchange for debt or equity securities of the
Company, its subsidiaries, joint ventures or affiliates with an
aggregate principal amount, liquidation preference or value not
to exceed $500 million;
                                
          (iv)  any securities into or for which any of the
securities specified in clauses (i), (ii) or (iii) are
convertible or exchangeable or which may be issued upon exercise
thereof; and

          (v)   shares of Common Stock of the Company sold or
otherwise disposed of to carry out transactions not requiring
specific authorization by the Board of Directors, not to exceed
in any one transaction the lesser of (1) two percent of the
Common Stock of the Company issued and outstanding at the end of
the preceding fiscal year, as adjusted for stock splits and stock
dividends, or (2) shares having a market value of $200,000,000,
and any warrants to purchase such shares,

granting to each such attorney full power and authority to
perform every act necessary to be done as fully as I might do in
person.

     I hereby revoke any or all prior appointments of attorneys-
in-fact to sign the above-described documents.

                                        /s/ Eugene E. Covert
                                        --------------------
                                          Eugene E. Covert

Dated: February 3, 1995

                        POWER OF ATTORNEY

     I, Ann M. Fudge, a director of AlliedSignal Inc., a Delaware
corporation (the "Company"), hereby appoint Lawrence A. Bossidy,
Peter M. Kreindler, G. Peter D'Aloia and Nancy A. Garvey, each
with power to act without the other and with power of
substitution and resubstitution, as my attorney-in-fact to sign
on my behalf in my capacity as a director of the Company one or
more registration statements under the Securities Act of 1933, or
any amendment or post-effective amendment to any registration
statement heretofore or hereafter filed by the Company:

     (a)  on Form S-8 or other appropriate form for the
registration of shares of the Company's Common Stock (and
participations where appropriate) to be offered under the
savings, stock or other benefit plans of the Company, its
affiliates or any predecessor thereof, including the AlliedSignal
Savings Plan, the AlliedSignal Thrift Plan, the AlliedSignal
Truck Brake Systems Company Savings Plan, the 1980 Incentive
Stock Option Plan of Allied Corporation and its Subsidiaries, the
1982 Stock Option Plan for Executive Employees of Allied
Corporation and its Subsidiaries, the 1985 Stock Plan for
Employees of Allied-Signal Inc. and its Subsidiaries, the 1993
Stock Plan for Employees of AlliedSignal Inc. and its Affiliates,
the Stock Plan for Non-Employee Directors of AlliedSignal Inc.
and any plan which is a successor to such plans;

     (b)  on Form S-3 or other appropriate form for the
registration of shares of the Company's Common Stock to be
offered under the Dividend Reinvestment Plan of Allied-Signal
Inc. and any plan which is a successor to such plan; and

     (c)  on Form S-3 or other appropriate form for the
registration of:

          (i)   debt securities of the Company (which may be
convertible into or exchangeable for or accompanied by warrants
to purchase debt or equity securities of the Company, its
subsidiaries, joint ventures or affiliates or another person or
entity, provided the number of shares of the Company's Common
Stock into or for which such debt securities may be converted or
exchanged or which may be issued upon exercise of such warrants
shall not exceed 33,400,000, as adjusted for stock splits and
dividends) with aggregate proceeds not to exceed $500 million (or
the equivalent thereof in any foreign currency), any accompanying
warrants and any guarantees by the Company of such debt
securities of its subsidiaries, joint ventures or affiliates;

          (ii)  preferred stock of the Company (which may be
convertible into or redeemable or exchangeable for Common Stock
or other securities or property of the Company) with proceeds not
to exceed $500 million;

                              - 2 -

          (iii) debt securities, Common Stock or preferred
stock of the Company or warrants to purchase such securities to
be issued in exchange for debt or equity securities of the
Company, its subsidiaries, joint ventures or affiliates with an
aggregate principal amount, liquidation preference or value not
to exceed $500 million;
                                
          (iv)  any securities into or for which any of the
securities specified in clauses (i), (ii) or (iii) are
convertible or exchangeable or which may be issued upon
exercise thereof; and

          (v)   shares of Common Stock of the Company sold or
otherwise  disposed of to carry out transactions not requiring
specific authorization by the Board of Directors, not to exceed
in any one transaction the lesser of (1) two percent of the
Common Stock of the Company issued and outstanding at the end of
the preceding fiscal year, as adjusted for stock splits and stock
dividends, or (2) shares having a market value of $200,000,000,
and any warrants to purchase such shares,

granting to each such attorney full power and authority to
perform every act necessary to be done as fully as I might do in
person.

     I hereby revoke any or all prior appointments of attorneys-
in-fact to sign the above-described documents.

                                          /s/ Ann M. Fudge
                                          ----------------
                                             Ann M. Fudge

Dated: February 3, 1995

      
                        POWER OF ATTORNEY

     I, Paul X. Kelley, a director of AlliedSignal Inc., a
Delaware corporation (the "Company"), hereby appoint Lawrence A.
Bossidy, Peter M. Kreindler, G. Peter D'Aloia and Nancy A.
Garvey, each with power to act without the other and with power
of substitution and resubstitution, as my attorney-in-fact to
sign on my behalf in my capacity as a director of the Company one
or more registration statements under the Securities Act of 1933,
or any amendment or post-effective amendment to any registration
statement heretofore or hereafter filed by the Company:

     (a)  on Form S-8 or other appropriate form for the
registration of shares of the Company's Common Stock (and
participations where appropriate) to be offered under the
savings, stock or other benefit plans of the Company, its
affiliates or any predecessor thereof, including the AlliedSignal
Savings Plan, the AlliedSignal Thrift Plan, the AlliedSignal
Truck Brake Systems Company Savings Plan, the 1980 Incentive
Stock Option Plan of Allied Corporation and its Subsidiaries, the
1982 Stock Option Plan for Executive Employees of Allied
Corporation and its Subsidiaries, the 1985 Stock Plan for
Employees of Allied-Signal Inc. and its Subsidiaries, the 1993
Stock Plan for Employees of AlliedSignal Inc. and its Affiliates,
the Stock Plan for Non-Employee Directors of AlliedSignal Inc.
and any plan which is a successor to such plans;

     (b)  on Form S-3 or other appropriate form for the
registration of shares of the Company's Common Stock to be
offered under the Dividend Reinvestment Plan of Allied-Signal
Inc. and any plan which is a successor to such plan; and

     (c)  on Form S-3 or other appropriate form for the
registration of:

          (i)   debt securities of the Company (which may be
convertible into or exchangeable for or accompanied by warrants
to purchase debt or equity securities of the Company, its
subsidiaries, joint ventures or affiliates or another person or
entity, provided the number of shares of the Company's Common
Stock into or for which such debt securities may be converted or
exchanged or which may be issued upon exercise of such warrants
shall not exceed 33,400,000, as adjusted for stock splits and
dividends) with aggregate proceeds not to exceed $500 million (or
the equivalent thereof in any foreign currency), any accompanying
warrants and any guarantees by the Company of such debt
securities of its subsidiaries, joint ventures or affiliates;

          (ii)  preferred stock of the Company (which may be
convertible into or redeemable or exchangeable for Common Stock
or other securities or property of the Company) with proceeds not
to exceed $500 million;

                              - 2 -

          (iii) debt securities, Common Stock or preferred
stock of the Company or warrants to purchase such securities to
be issued in exchange for debt or equity securities of the
Company, its subsidiaries, joint ventures or affiliates with an
aggregate principal amount, liquidation preference or value not
to exceed $500 million;
                                
          (iv)  any securities into or for which any of the
securities specified in clauses (i), (ii) or (iii) are
convertible or exchangeable or which may be issued upon exercise
thereof; and

          (v)   shares of Common Stock of the Company sold or
otherwise disposed of to carry out transactions not requiring
specific authorization by the Board of Directors, not to exceed
in any one transaction the lesser of (1) two percent of the
Common Stock of the Company issued and outstanding at the end of
the preceding fiscal year, as adjusted for stock splits and stock
dividends, or (2) shares having a market value of $200,000,000,
and any warrants to purchase such shares,

granting to each such attorney full power and authority to
perform every act necessary to be done as fully as I might do in
person.

     I hereby revoke any or all prior appointments of attorneys-
in-fact to sign the above-described documents.

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

Dated: February 3, 1995

>PAGE>
                        POWER OF ATTORNEY

     I, Robert P. Luciano, a director of AlliedSignal Inc., a
Delaware corporation (the "Company"), hereby appoint Lawrence A.
Bossidy, Peter M. Kreindler, G. Peter D'Aloia and Nancy A.
Garvey, each with power to act without the other and with power
of substitution and resubstitution, as my attorney-in-fact to
sign on my behalf in my capacity as a director of the Company one
or more registration statements under the Securities Act of 1933,
or any amendment or post-effective amendment to any registration
statement heretofore or hereafter filed by the Company:

     (a)  on Form S-8 or other appropriate form for the
registration of shares of the Company's Common Stock (and
participations where appropriate) to be offered under the
savings, stock or other benefit plans of the Company, its
affiliates or any predecessor thereof, including the AlliedSignal
Savings Plan, the AlliedSignal Thrift Plan, the AlliedSignal
Truck Brake Systems Company Savings Plan, the 1980 Incentive
Stock Option Plan of Allied Corporation and its Subsidiaries, the
1982 Stock Option Plan for Executive Employees of Allied
Corporation and its Subsidiaries, the 1985 Stock Plan for
Employees of Allied-Signal Inc. and its Subsidiaries, the 1993
Stock Plan for Employees of AlliedSignal Inc. and its Affiliates,
the Stock Plan for Non-Employee Directors of AlliedSignal Inc.
and any plan which is a successor to such plans;

     (b)  on Form S-3 or other appropriate form for the
registration of shares of the Company's Common Stock to be
offered under the Dividend Reinvestment Plan of Allied-Signal
Inc. and any plan which is a successor to such plan; and

     (c)  on Form S-3 or other appropriate form for the
registration of:

          (i)   debt securities of the Company (which may be
convertible into or exchangeable for or accompanied by warrants
to purchase debt or equity securities of the Company, its
subsidiaries, joint ventures or affiliates or another person or
entity, provided the number of shares of the Company's Common
Stock into or for which such debt securities may be converted or
exchanged or which may be issued upon exercise of such warrants
shall not exceed 33,400,000, as adjusted for stock splits and
dividends) with aggregate proceeds not to exceed $500 million (or
the equivalent thereof in any foreign currency), any accompanying
warrants and any guarantees by the Company of such debt
securities of its subsidiaries, joint ventures or affiliates;

          (ii)  preferred stock of the Company (which may be
convertible into or redeemable or exchangeable for Common Stock
or other securities or property of the Company) with proceeds not
to exceed $500 million;

                              - 2 -

          (iii) debt securities, Common Stock or preferred
stock of the Company or warrants to purchase such securities to
be issued in exchange for debt or equity securities of the
Company, its subsidiaries, joint ventures or affiliates with an
aggregate principal amount, liquidation preference or value not
to exceed $500 million;
                                
          (iv)  any securities into or for which any of the
securities specified in clauses (i), (ii) or (iii) are
convertible or exchangeable or which may be issued upon exercise
thereof; and

          (v)   shares of Common Stock of the Company sold or
otherwise disposed of to carry out transactions not requiring
specific authorization by the Board of Directors, not to exceed
in any one transaction the lesser of (1) two percent of the
Common Stock of the Company issued and outstanding at the end of
the preceding fiscal year, as adjusted for stock splits and stock
dividends, or (2) shares having a market value of $200,000,000,
and any warrants to purchase such shares,

granting to each such attorney full power and authority to
perform every act necessary to be done as fully as I might do in
person.

     I hereby revoke any or all prior appointments of attorneys-
in-fact to sign the above-described documents.

                                         /s/ Robert P. Luciano
                                         ---------------------
                                            Robert P. Luciano

Dated: February 3, 1995

                        POWER OF ATTORNEY

     I, Russell E. Palmer, a director of AlliedSignal Inc., a
Delaware corporation (the "Company"), hereby appoint Lawrence A.
Bossidy, Peter M. Kreindler, G. Peter D'Aloia and Nancy A.
Garvey, each with power to act without the other and with power
of substitution and resubstitution, as my attorney-in-fact to
sign on my behalf in my capacity as a director of the Company one
or more registration statements under the Securities Act of 1933,
or any amendment or post-effective amendment to any registration
statement heretofore or hereafter filed by the Company:

     (a)  on Form S-8 or other appropriate form for the
registration of shares of the Company's Common Stock (and
participations where appropriate) to be offered under the
savings, stock or other benefit plans of the Company, its
affiliates or any predecessor thereof, including the AlliedSignal
Savings Plan, the AlliedSignal Thrift Plan, the AlliedSignal
Truck Brake Systems Company Savings Plan, the 1980 Incentive
Stock Option Plan of Allied Corporation and its Subsidiaries, the
1982 Stock Option Plan for Executive Employees of Allied
Corporation and its Subsidiaries, the 1985 Stock Plan for
Employees of Allied-Signal Inc. and its Subsidiaries, the 1993
Stock Plan for Employees of AlliedSignal Inc. and its Affiliates,
the Stock Plan for Non-Employee Directors of AlliedSignal Inc.
and any plan which is a successor to such plans;

     (b)  on Form S-3 or other appropriate form for the
registration of shares of the Company's Common Stock to be
offered under the Dividend Reinvestment Plan of Allied-Signal
Inc. and any plan which is a successor to such plan; and

     (c)  on Form S-3 or other appropriate form for the
registration of:

          (i)   debt securities of the Company (which may be
convertible into or exchangeable for or accompanied by warrants
to purchase debt or equity securities of the Company, its
subsidiaries, joint ventures or affiliates or another person or
entity, provided the number of shares of the Company's Common
Stock into or for which such debt securities may be converted or
exchanged or which may be issued upon exercise of such warrants
shall not exceed 33,400,000, as adjusted for stock splits and
dividends) with aggregate proceeds not to exceed $500 million (or
the equivalent thereof in any foreign currency), any accompanying
warrants and any guarantees by the Company of such debt
securities of its subsidiaries, joint ventures or affiliates;

          (ii)  preferred stock of the Company (which may be
convertible into or redeemable or exchangeable for Common Stock
or other securities or property of the Company) with proceeds not
to exceed $500 million;

                              - 2 -

          (iii) debt securities, Common Stock or preferred
stock of the Company or warrants to purchase such securities to
be issued in exchange for debt or equity securities of the
Company, its subsidiaries, joint ventures or affiliates with an
aggregate principal amount, liquidation preference or value not
to exceed $500 million;
                                
          (iv)  any securities into or for which any of the
securities specified in clauses (i), (ii) or (iii) are
convertible or exchangeable or which may be issued upon exercise
thereof; and

          (v)   shares of Common Stock of the Company sold or
otherwise disposed of to carry out transactions not requiring
specific authorization by the Board of Directors, not to exceed
in any one transaction the lesser of (1) two percent of the
Common Stock of the Company issued and outstanding at the end of
the preceding fiscal year, as adjusted for stock splits and stock
dividends, or (2) shares having a market value of $200,000,000,
and any warrants to purchase such shares,

granting to each such attorney full power and authority to
perform every act necessary to be done as fully as I might do in
person.

     I hereby revoke any or all prior appointments of attorneys-
in-fact to sign the above-described documents.

                                        /s/ Russell E. Palmer
                                        ---------------------
                                          Russell E. Palmer

Dated: February 3, 1995

                        POWER OF ATTORNEY

     I, Ivan G. Seidenberg, a director of AlliedSignal Inc., a
Delaware corporation (the "Company"), hereby appoint Lawrence A.
Bossidy, Peter M. Kreindler, G. Peter D'Aloia and Nancy A.
Garvey, each with power to act without the other and with power
of substitution and resubstitution, as my attorney-in-fact to
sign on my behalf in my capacity as a director of the Company one
or more registration statements under the Securities Act of 1933,
or any amendment or post-effective amendment to any registration
statement heretofore or hereafter filed by the Company:

     (a)  on Form S-8 or other appropriate form for the
registration of shares of the Company's Common Stock (and
participations where appropriate) to be offered under the
savings, stock or other benefit plans of the Company, its
affiliates or any predecessor thereof, including the AlliedSignal
Savings Plan, the AlliedSignal Thrift Plan, the AlliedSignal
Truck Brake Systems Company Savings Plan, the 1980 Incentive
Stock Option Plan of Allied Corporation and its Subsidiaries, the
1982 Stock Option Plan for Executive Employees of Allied
Corporation and its Subsidiaries, the 1985 Stock Plan for
Employees of Allied-Signal Inc. and its Subsidiaries, the 1993
Stock Plan for Employees of AlliedSignal Inc. and its Affiliates,
the Stock Plan for Non-Employee Directors of AlliedSignal Inc.
and any plan which is a successor to such plans;

     (b)  on Form S-3 or other appropriate form for the
registration of shares of the Company's Common Stock to be
offered under the Dividend Reinvestment Plan of Allied-Signal
Inc. and any plan which is a successor to such plan; and

     (c)  on Form S-3 or other appropriate form for the
registration of:

          (i)   debt securities of the Company (which may be
convertible into or exchangeable for or accompanied by warrants
to purchase debt or equity securities of the Company, its
subsidiaries, joint ventures or affiliates or another person or
entity, provided the number of shares of the Company's Common
Stock into or for which such debt securities may be converted or
exchanged or which may be issued upon exercise of such warrants
shall not exceed 33,400,000, as adjusted for stock splits and
dividends) with aggregate proceeds not to exceed $500 million (or
the equivalent thereof in any foreign currency), any accompanying
warrants and any guarantees by the Company of such debt
securities of its subsidiaries, joint ventures or affiliates;

          (ii)  preferred stock of the Company (which may be
convertible into or redeemable or exchangeable for Common Stock
or other securities or property of the Company) with proceeds not
to exceed $500 million;

                              - 2 -

          (iii) debt securities, Common Stock or preferred
stock of the Company or warrants to purchase such securities to
be issued in exchange for debt or equity securities of the
Company, its subsidiaries, joint ventures or affiliates with an
aggregate principal amount, liquidation preference or value not
to exceed $500 million;

          (iv)  any securities into or for which any of the
securities specified in clauses (i), (ii) or (iii) are
convertible or exchangeable or which may be issued upon exercise
thereof; and

          (v)   shares of Common Stock of the Company sold or
otherwise disposed of to carry out transactions not requiring
specific authorization by the Board of Directors, not to exceed
in any one transaction the lesser of (1) two percent of the
Common Stock of the Company issued and outstanding at the end of
the preceding fiscal year, as adjusted for stock splits and stock
dividends, or (2) shares having a market value of $200,000,000,
and any warrants to purchase such shares,

granting to each such attorney full power and authority to
perform every act necessary to be done as fully as I might do in
person.

     I hereby revoke any or all prior appointments of attorneys-
in-fact to sign the above-described documents.

                                         /s/ Ivan G. Seidenberg
                                         ----------------------
                                           Ivan G. Seidenberg

Dated: February 3, 1995

                        POWER OF ATTORNEY

     I, Andrew C. Sigler, a director of AlliedSignal Inc., a
Delaware corporation (the "Company"), hereby appoint Lawrence A.
Bossidy, Peter M. Kreindler, G. Peter D'Aloia and Nancy A.
Garvey, each with power to act without the other and with power
of substitution and resubstitution, as my attorney-in-fact to
sign on my behalf in my capacity as a director of the Company one
or more registration statements under the Securities Act of 1933,
or any amendment or post-effective amendment to any registration
statement heretofore or hereafter filed by the Company:

     (a)  on Form S-8 or other appropriate form for the
registration of shares of the Company's Common Stock (and
participations where appropriate) to be offered under the
savings, stock or other benefit plans of the Company, its
affiliates or any predecessor thereof, including the AlliedSignal
Savings Plan, the AlliedSignal Thrift Plan, the AlliedSignal
Truck Brake Systems Company Savings Plan, the 1980 Incentive
Stock Option Plan of Allied Corporation and its Subsidiaries, the
1982 Stock Option Plan for Executive Employees of Allied
Corporation and its Subsidiaries, the 1985 Stock Plan for
Employees of Allied-Signal Inc. and its Subsidiaries, the 1993
Stock Plan for Employees of AlliedSignal Inc. and its Affiliates,
the Stock Plan for Non-Employee Directors of AlliedSignal Inc.
and any plan which is a successor to such plans;

     (b)  on Form S-3 or other appropriate form for the
registration of shares of the Company's Common Stock to be
offered under the Dividend Reinvestment Plan of Allied-Signal
Inc. and any plan which is a successor to such plan; and

     (c)  on Form S-3 or other appropriate form for the
registration of:

          (i)   debt securities of the Company (which may be
convertible into or exchangeable for or accompanied by warrants
to purchase debt or equity securities of the Company, its
subsidiaries, joint ventures or affiliates or another person or
entity, provided the number of shares of the Company's Common
Stock into or for which such debt securities may be converted or
exchanged or which may be issued upon exercise of such warrants
shall not exceed 33,400,000, as adjusted for stock splits and
dividends) with aggregate proceeds not to exceed $500 million (or
the equivalent thereof in any foreign currency), any accompanying
warrants and any guarantees by the Company of such debt
securities of its subsidiaries, joint ventures or affiliates;

          (ii)  preferred stock of the Company (which may be
convertible into or redeemable or exchangeable for Common Stock
or other securities or property of the Company) with proceeds not
to exceed $500 million;

                              - 2 -

          (iii) debt securities, Common Stock or preferred
stock of the Company or warrants to purchase such securities to
be issued in exchange for debt or equity securities of the
Company, its subsidiaries, joint ventures or affiliates with an
aggregate principal amount, liquidation preference or value not
to exceed $500 million;
                                
          (iv)  any securities into or for which any of the
securities specified in clauses (i), (ii) or (iii) are
convertible or exchangeable or which may be issued upon
exercise thereof; and

          (v)   shares of Common Stock of the Company sold or
otherwise  disposed of to carry out transactions not requiring
specific authorization by the Board of Directors, not to exceed
in any one transaction the lesser of (1) two percent of the
Common Stock of the Company issued and outstanding at the end of
the preceding fiscal year, as adjusted for stock splits and stock
dividends, or (2) shares having a market value of $200,000,000,
and any warrants to purchase such shares,

granting to each such attorney full power and authority to
perform every act necessary to be done as fully as I might do in
person.

     I hereby revoke any or all prior appointments of attorneys-
in-fact to sign the above-described documents.

                                        /s/ Andrew C. Sigler
                                        --------------------
                                          Andrew C. Sigler

Dated: February 3, 1995

                        POWER OF ATTORNEY

     I, John R. Stafford, a director of AlliedSignal Inc., a
Delaware corporation (the "Company"), hereby appoint Lawrence A.
Bossidy, Peter M. Kreindler, G. Peter D'Aloia and Nancy A.
Garvey, each with power to act without the other and with power
of substitution and resubstitution, as my attorney-in-fact to
sign on my behalf in my capacity as a director of the Company one
or more registration statements under the Securities Act of 1933,
or any amendment or post-effective amendment to any registration
statement heretofore or hereafter filed by the Company:

     (a)  on Form S-8 or other appropriate form for the
registration of shares of the Company's Common Stock (and
participations where appropriate) to be offered under the
savings, stock or other benefit plans of the Company, its
affiliates or any predecessor thereof, including the AlliedSignal
Savings Plan, the AlliedSignal Thrift Plan, the AlliedSignal
Truck Brake Systems Company Savings Plan, the 1980 Incentive
Stock Option Plan of Allied Corporation and its Subsidiaries, the
1982 Stock Option Plan for Executive Employees of Allied
Corporation and its Subsidiaries, the 1985 Stock Plan for
Employees of Allied-Signal Inc. and its Subsidiaries, the 1993
Stock Plan for Employees of AlliedSignal Inc. and its Affiliates,
the Stock Plan for Non-Employee Directors of AlliedSignal Inc.
and any plan which is a successor to such plans;

     (b)  on Form S-3 or other appropriate form for the
registration of shares of the Company's Common Stock to be
offered under the Dividend Reinvestment Plan of Allied-Signal
Inc. and any plan which is a successor to such plan; and

     (c)  on Form S-3 or other appropriate form for the
registration of:

          (i)   debt securities of the Company (which may be
convertible into or exchangeable for or accompanied by warrants
to purchase debt or equity securities of the Company, its
subsidiaries, joint ventures or affiliates or another person or
entity, provided the number of shares of the Company's Common
Stock into or for which such debt securities may be converted or
exchanged or which may be issued upon exercise of such warrants
shall not exceed 33,400,000, as adjusted for stock splits and
dividends) with aggregate proceeds not to exceed $500 million (or
the equivalent thereof in any foreign currency), any accompanying
warrants and any guarantees by the Company of such debt
securities of its subsidiaries, joint ventures or affiliates;

          (ii)  preferred stock of the Company (which may be
convertible into or redeemable or exchangeable for Common Stock
or other securities or property of the Company) with proceeds not
to exceed $500 million;

                              - 2 -

          (iii) debt securities, Common Stock or preferred
stock of the Company or warrants to purchase such securities to
be issued in exchange for debt or equity securities of the
Company, its subsidiaries, joint ventures or affiliates with an
aggregate principal amount, liquidation preference or value not
to exceed $500 million;
                                
          (iv)  any securities into or for which any of the
securities specified in clauses (i), (ii) or (iii) are
convertible or exchangeable or which may be issued upon exercise
thereof; and

          (v)   shares of Common Stock of the Company sold or
otherwise disposed of to carry out transactions not requiring
specific authorization by the Board of Directors, not to exceed
in any one transaction the lesser of (1) two percent of the
Common Stock of the Company issued and outstanding at the end of
the preceding fiscal year, as adjusted for stock splits and stock
dividends, or (2) shares having a market value of $200,000,000,
and any warrants to purchase such shares,

granting to each such attorney full power and authority to
perform every act necessary to be done as fully as I might do in
person.

     I hereby revoke any or all prior appointments of attorneys-
in-fact to sign the above-described documents.

                                        /s/ John R. Stafford
                                        --------------------
                                          John R. Stafford

Dated: February 3, 1995

                        POWER OF ATTORNEY

     I, Thomas P. Stafford, a director of AlliedSignal Inc., a
Delaware corporation (the "Company"), hereby appoint Lawrence A.
Bossidy, Peter M. Kreindler, G. Peter D'Aloia and Nancy A.
Garvey, each with power to act without the other and with power
of substitution and resubstitution, as my attorney-in-fact to
sign on my behalf in my capacity as a director of the Company one
or more registration statements under the Securities Act of 1933,
or any amendment or post-effective amendment to any registration
statement heretofore or hereafter filed by the Company:

     (a)  on Form S-8 or other appropriate form for the
registration of shares of the Company's Common Stock (and
participations where appropriate) to be offered under the
savings, stock or other benefit plans of the Company, its
affiliates or any predecessor thereof, including the AlliedSignal
Savings Plan, the AlliedSignal Thrift Plan, the AlliedSignal
Truck Brake Systems Company Savings Plan, the 1980 Incentive
Stock Option Plan of Allied Corporation and its Subsidiaries, the
1982 Stock Option Plan for Executive Employees of Allied
Corporation and its Subsidiaries, the 1985 Stock Plan for
Employees of Allied-Signal Inc. and its Subsidiaries, the 1993
Stock Plan for Employees of AlliedSignal Inc. and its Affiliates,
the Stock Plan for Non-Employee Directors of AlliedSignal Inc.
and any plan which is a successor to such plans;

     (b)  on Form S-3 or other appropriate form for the
registration of shares of the Company's Common Stock to be
offered under the Dividend Reinvestment Plan of Allied-Signal
Inc. and any plan which is a successor to such plan; and

     (c)  on Form S-3 or other appropriate form for the
registration of:

          (i)   debt securities of the Company (which may be
convertible into or exchangeable for or accompanied by warrants
to purchase debt or equity securities of the Company, its
subsidiaries, joint ventures or affiliates or another person or
entity, provided the number of shares of the Company's Common
Stock into or for which such debt securities may be converted or
exchanged or which may be issued upon exercise of such warrants
shall not exceed 33,400,000, as adjusted for stock splits and
dividends) with aggregate proceeds not to exceed $500 million (or
the equivalent thereof in any foreign currency), any accompanying
warrants and any guarantees by the Company of such debt
securities of its subsidiaries, joint ventures or affiliates;

          (ii)  preferred stock of the Company (which may be
convertible into or redeemable or exchangeable for Common Stock
or other securities or property of the Company) with proceeds not
to exceed $500 million;

                              - 2 -

          (iii) debt securities, Common Stock or preferred
stock of the Company or warrants to purchase such securities to
be issued in exchange for debt or equity securities of the
Company, its subsidiaries, joint ventures or affiliates with an
aggregate principal amount, liquidation preference or value not
to exceed $500 million;
                                
          (iv)  any securities into or for which any of the
securities specified in clauses (i), (ii) or (iii) are
convertible or exchangeable or which may be issued upon exercise
thereof; and

          (v)   shares of Common Stock of the Company sold or
otherwise disposed of to carry out transactions not requiring
specific authorization by the Board of Directors, not to exceed
in any one transaction the lesser of (1) two percent of the
Common Stock of the Company issued and outstanding at the end of
the preceding fiscal year, as adjusted for stock splits and stock
dividends, or (2) shares having a market value of $200,000,000,
and any warrants to purchase such shares,

granting to each such attorney full power and authority to
perform every act necessary to be done as fully as I might do in
person.

     I hereby revoke any or all prior appointments of attorneys-
in-fact to sign the above-described documents.

                                       /s/ Thomas P. Stafford
                                       ----------------------
                                         Thomas P. Stafford

Dated: February 3, 1995

                        POWER OF ATTORNEY

     I, Robert C. Winters, a director of AlliedSignal Inc., a
Delaware corporation (the "Company"), hereby appoint Lawrence A.
Bossidy, Peter M. Kreindler, G. Peter D'Aloia and Nancy A.
Garvey, each with power to act without the other and with power
of substitution and resubstitution, as my attorney-in-fact to
sign on my behalf in my capacity as a director of the Company one
or more registration statements under the Securities Act of 1933,
or any amendment or post-effective amendment to any registration
statement heretofore or hereafter filed by the Company:

     (a)  on Form S-8 or other appropriate form for the
registration of shares of the Company's Common Stock (and
participations where appropriate) to be offered under the
savings, stock or other benefit plans of the Company, its
affiliates or any predecessor thereof, including the AlliedSignal
Savings Plan, the AlliedSignal Thrift Plan, the AlliedSignal
Truck Brake Systems Company Savings Plan, the 1980 Incentive
Stock Option Plan of Allied Corporation and its Subsidiaries, the
1982 Stock Option Plan for Executive Employees of Allied
Corporation and its Subsidiaries, the 1985 Stock Plan for
Employees of Allied-Signal Inc. and its Subsidiaries, the 1993
Stock Plan for Employees of AlliedSignal Inc. and its Affiliates,
the Stock Plan for Non-Employee Directors of AlliedSignal Inc.
and any plan which is a successor to such plans;

     (b)  on Form S-3 or other appropriate form for the
registration of shares of the Company's Common Stock to be
offered under the Dividend Reinvestment Plan of Allied-Signal
Inc. and any plan which is a successor to such plan; and

     (c)  on Form S-3 or other appropriate form for the
registration of:

          (i)   debt securities of the Company (which may be
convertible into or exchangeable for or accompanied by warrants
to purchase debt or equity securities of the Company, its
subsidiaries, joint ventures or affiliates or another person or
entity, provided the number of shares of the Company's Common
Stock into or for which such debt securities may be converted or
exchanged or which may be issued upon exercise of such warrants
shall not exceed 33,400,000, as adjusted for stock splits and
dividends) with aggregate proceeds not to exceed $500 million (or
the equivalent thereof in any foreign currency), any accompanying
warrants and any guarantees by the Company of such debt
securities of its subsidiaries, joint ventures or affiliates;

          (ii)  preferred stock of the Company (which may be
convertible into or redeemable or exchangeable for Common Stock
or other securities or property of the Company) with proceeds not
to exceed $500 million;

                              - 2 -

          (iii) debt securities, Common Stock or preferred
stock of the Company or warrants to purchase such securities to
be issued in exchange for debt or equity securities of the
Company, its subsidiaries, joint ventures or affiliates with an
aggregate principal amount, liquidation preference or value not
to exceed $500 million;
                                
          (iv)  any securities into or for which any of the
securities specified in clauses (i), (ii) or (iii) are
convertible or exchangeable or which may be issued upon exercise
thereof; and

          (v)   shares of Common Stock of the Company sold or
otherwise disposed of to carry out transactions not requiring
specific authorization by the Board of Directors, not to exceed
in any one transaction the lesser of (1) two percent of the
Common Stock of the Company issued and outstanding at the end of
the preceding fiscal year, as adjusted for stock splits and stock
dividends, or (2) shares having a market value of $200,000,000,
and any warrants to purchase such shares,

granting to each such attorney full power and authority to
perform every act necessary to be done as fully as I might do in
person.

     I hereby revoke any or all prior appointments of attorneys-
in-fact to sign the above-described documents.

                                       /s/ Robert C. Winters
                                       ---------------------
                                         Robert C. Winters

Dated: February 3, 1995