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                     SECURITIES AND EXCHANGE COMMISSION
                           Washington, D.C. 20549
                              ---------------
                             AMENDMENT NO. 3 TO
                               SCHEDULE 14D-1
            Tender Offer Statement Pursuant to Section 14(d)(1)
                   of the Securities Exchange Act of 1934
                              ---------------
                              AMP Incorporated

                         (Name of Subject Company)
                        PMA Acquisition Corporation
                        a wholly owned subsidiary of
                             AlliedSignal Inc.
                                  (Bidder)

                      Common Stock, Without Par Value
          (including the associated Common Stock Purchase Rights)
                       (Title of Class of Securities)

                                 031897101
                   (CUSIP Number of Class of Securities)

                          Peter M. Kreindler, Esq.
                             AlliedSignal Inc.
                             101 Columbia Road
                        Morristown, New Jersey 07692
                               (973) 455-5513
                              ----------------
        (Name, address and telephone number of person authorized to
          receive notices and communications on behalf of bidders)
                                 Copies to:
                           Arthur Fleischer, Esq.
                  Fried, Frank, Harris, Shriver & Jacobson
                             One New York Plaza
                      New York, New York 10004 - 1980
                               (212) 859-8120

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     The Schedule 14D-1 filed by PMA  Acquisition  Corporation,  a Delaware
corporation,  a wholly owned  subsidiary of  AlliedSignal  Inc., a Delaware
corporation,   in  connection   with  its  pending  tender  offer  for  all
outstanding shares of common stock, without par value, of AMP Incorporated,
a Pennsylvania corporation, is hereby amended as follows:

                      Item 10. Additional Information.

(a)(15) Letter, dated August 11, 1998, from William J. Hudson, Chief
   Executive Officer and President of AMP Incorporated, to Lawrence A.
   Bossidy, Chairman and Chief Executive Officer of AlliedSignal Inc.

(a)(16) Letter, dated August 11, 1998, from Peter M. Kreindler, Senior
   Vice President, General Counsel and Secretary of AlliedSignal Inc. to
   David F. Henschel, Corporate Secretary and Associate General Legal
   Counsel of AMP Incorporated.

(a)(17) Letter, dated August 11, 1998, from Cede & Co. c/o The Depository
   Trust Company to David F. Henschel, Corporate Secretary and Associate
   General Legal Counsel of AMP Incorporated.

                                  SIGNATURE

   After due inquiry and to the best of its knowledge  and belief,  each of
the undersigned  certifies that the information set forth in this statement
is true, complete and correct.

Dated:  August 12, 1998
                                       PMA ACQUISITION CORPORATION.

                                       By:/s/ Peter M. Kreindler
                                          ----------------------
                                       Name:  Peter M. Kreindler
                                       Title: Vice President, Secretary
                                              and Director

                                       ALLIEDSIGNAL INC.

                                       By:/s/ Peter M. Kreindler
                                          -----------------------------
                                          Name:  Peter M. Kreindler
                                          Title: Senior Vice President,
                                                 General Counsel
                                                 and Secretary

                                                                  EXHIBIT 1

                       [AMP Incorporated Letterhead]

August 11, 1998

Mr. Lawrence A. Bossidy                                         Via Facsimile
Chairman and Chief Executive Officer                     [fax number omitted]
AlliedSignal, Inc.
P.O. Box 3000
Morristown, NJ 07962

Dear Larry:

I received your letter  yesterday  afternoon and am writing to let you know
that I will  pass on to the AMP  Board  of  Directors  your  request  for a
meeting to discuss  AlliedSignal's  proposal. The AMP Board will be meeting
in the near future to review the offer recently  commenced by AlliedSignal.
However,  until the Board has an opportunity to consider the offer, as well
as your request for a meeting, I believe that a meeting between us would be
premature.  If after  considering  the  offer,  the Board  believes  that a
meeting  would  be  appropriate,  I will  be in  touch  with  you  promptly
following such a decision.

I would appreciate your understanding on this matter.

Sincerely,

/s/ Bill
William J. Hudson,
Chief Executive Officer
and President

                                                         EXHIBIT 2

                      [AlliedSignal Inc. Letterhead]

                                                      August 11, 1998

AMP Incorporated
470 Friendship Road
Harrisburg, PA 17111

Attention:  David F. Henschel, Corporate Secretary
            and Associate General Legal Counsel

Dear Mr. Henschel:

          As  you  know,  PMA  Acquisition  Corporation,   a  wholly  owned
subsidiary of AlliedSignal Inc., commenced a tender offer to acquire all of
the  outstanding  shares of the Common Stock of AMP  Incorporated at $44.50
per share. We have also indicated  that, if AMP does not respond  favorably
to our  proposal,  we intend to commence a  solicitation  for the following
purposes:

          (i) to amend Section 2.2 of Article II of the Company  By-laws to
          fix the number of directors of the Company at twenty-eight;  (ii)
          to amend  Section  2.4 of  Article II of the  Company  By-laws to
          permit  the  Company's  shareholders  to  fill  vacancies  on the
          Company's  Board of Directors  (the  "Company  Board");  (iii) to
          amend  Section  1.54.3 of  Article II of the  Company  By-laws to
          clarify that  nominations  of  directors  for election by written
          consent  of   shareholders   are  not   subject  to  the  advance
          notification  provisions  of the Company  By-laws;  (iv) to elect
          Hans W.  Becherer,  Lawrence A.  Bossidy,  Ann M. Fudge,  Paul X.
          Kelley, Peter M. Kreindler,  Robert P. Luciano, Robert B. Palmer,
          Russell E. Palmer,  Frederic M. Poses, Donald J. Redlinger,  Ivan
          G.  Seidenberg,  Andrew C. Sigler,  John R.  Stafford,  Thomas P.
          Stafford, Richard F. Wallman, Robert C. Winters and Henry T. Yang
          (the "Nominees") to serve as directors of the Company; and (v) to
          repeal  each  provision  of the Company  By-laws or  amendment(s)
          thereto  adopted  subsequent  to July 22,  1998 and  prior to the
          effectiveness  of the foregoing  amendments  and the seating of a
          sufficient  number of  Nominees to  constitute  a majority of the
          Company Board.

          AlliedSignal  is the  beneficial  holder  of 100  shares  of AMP.
Enclosed is the request of Cede & Co., the record  holder of those  shares,
requesting  the Board of  Directors of AMP to fix a record date as provided
in Article I,  Section  1.7.2 of the By-laws of AMP. It is our request that
the record date be set for August 31, 1998 which will  provide time for AMP
to comply with NYSE rules  respecting  the record date and at the same time
give the market sufficient notice of this event. As required by the By-laws
of AMP,  we would  expect  that the  record  date  would be set  within  10
calendar days from this date.

          If you  have  any  questions,  please  call  the  undersigned  at
[telephone number omitted].

                                    Very truly yours,

                                    By: /s/ Peter M. Kreindler
                                       ------------------------------
                                       Peter M. Kreindler, Esq.
                                       Senior Vice President, General
                                       Counsel and Secretary

                                                                  EXHIBIT 3

                          [Cede & Co. Letterhead]

                                                  August 11, 1998

VIA FACSIMILE AND HAND DELIVERY

AMP Incorporated
470 Friendship Road
Harrisburg, PA 17111

 Attention: David F. Henschel, Corporate Secretary
            and Associate General Legal Counsel

Dear Mr. Henschel:

            Cede  & Co.  ("Cede"),  the  nominee  of The  Depository  Trust
Company ("DTC"),  is a holder of record of shares of common stock,  without
par value, of AMP Incorporated, a Pennsylvania corporation (the "Company").
DTC  is  informed  by  its  participant,  The  Chase  Manhattan  Bank  (the
"Participant"),  that on the date hereof 100 of such shares (the  "Shares")
credited  to   Participant's   DTC  account  are   beneficially   owned  by
AlliedSignal Inc., a Delaware corporation  ("AlliedSignal"),  a customer of
Participant.

       At the  request  of  Participant,  on  behalf  of  AlliedSignal  and
pursuant to Article 1, Section  1.7.2 of the  Company's  By-laws,  Cede, as
holder of record of the Shares, hereby requests that the Board of Directors
of the Company fix, within ten (10) days of receipt of this notice, Monday,
August 31, 1998, as the record date for determining  shareholders  entitled
to consent to corporate action in writing without a meeting.

       While Cede is furnishing  this request as the  shareholder of record
of the Shares, it does so only at the request of the Participant,  and only
as a nominal party for the true party in interest,  AlliedSignal.  Cede and
Participant  have no interest in this matter other than to take those steps
which are necessary to ensure that AlliedSignal is not denied its rights as
the  beneficial  owner of the Shares,  and Cede and  Participant  assume no
further responsibility in this matter.

     Further  correspondence  on this  matter  should be  directed to Peter
Kreindler,  Esq.,  Senior Vice  President,  General  Counsel and Secretary,
AlliedSignal  Inc., 101 Columbia Road,  Morristown,  NJ 07962,  with a copy
directed to the attention of Robert  DeGregorie,  Esq., The Chase Manhattan
Bank, 270 Park Avenue,  41st Floor, New York, NY 10017.  Please acknowledge
receipt of this letter by signing the  enclosed  copy of this letter in the
place indicated below and returning it to the waiting messenger.

                                     Very truly yours,

                                     CEDE & CO.

                                     By:/s/ Gary LaCara
                                        ------------------------
                                        Gary LaCara, Partner

Receipt is hereby acknowledged this ___ day of August, 1998.

AMP INCORPORATED

By:

Title: