SECURITIES AND EXCHANGE COMMISSION
Washington, D.C.  20549

                                    FORM T-3

           FOR APPLICATIONS FOR QUALIFICATION OF INDENTURES UNDER THE
                           TRUST INDENTURE ACT OF 1939

                                ALLIEDSIGNAL INC.

                                (Name of Company)

                                101 Columbia Road
                            Morristown, NJ 07962-2497
                             -----------------------
                    (Address of Principal Executive Offices)

           SECURITIES TO BE ISSUED UNDER THE INDENTURE TO BE QUALIFIED

               TITLE OF CLASS                           AMOUNT
               --------------                           ------
               Notes due July 1, 2005            An Undetermined Amount
                                                (Estimated Not to Exceed
                                                      $575,000,000)

APPROXIMATE DATE OF PROPOSED PUBLIC OFFERING:  May 20, 1998.

NAME AND ADDRESS OF AGENT FOR SERVICE: Peter M. Kreindler, Esq., Senior Vice
President, General Counsel and Secretary, AlliedSignal Inc., 101 Columbia Road,
Morristown, New Jersey 07962-2497

The Company hereby amends this application for qualification on such date or
dates as may be necessary to delay its effectiveness until (i) the 20th day
after the filing of a further amendment which specifically states that it shall
supersede this amendment, or (ii) such date as the Securities and Exchange
Commission, acting pursuant to Section 307(c) of the Act, may determine upon the
written request of the Company.

GENERAL
- -------

1.  GENERAL INFORMATION

(A) FORM OF ORGANIZATION:  Corporation.

(B) STATE OR OTHER SOVEREIGN POWER UNDER THE LAWS OF WHICH ORGANIZED: Delaware.

2.  SECURITIES ACT EXEMPTION APPLICABLE.

     AlliedSignal Inc., a Delaware corporation (the "Company"), is relying upon
the exemption from the registration requirements of the Securities Act of 1933,
as amended (the "Securities Act"), provided by Section 3(a)(9) thereunder, in
connection with the Company's exchange offer as described herein (the "Exchange
Offer"). The Exchange Offer is being made by the Company pursuant to its
Offering Circular dated May 20, 1998 ("Offering Circular"), and the related
Letter of Transmittal and Notice of Guaranteed Delivery of even date therewith,
and consists of an offer to exchange an undetermined aggregate principal amount
of the Company's Notes due July 1, 2005 (the "New Notes") for the Company's
outstanding $250,000,000 9 7/8% Debentures due June 1, 2002 (the "Old 2002
Debentures") and for the $100,000,000 9.20% Debentures due February 15, 2003
(the "Old 2003 Debentures" and together with the Old 2002 Debentures the
"Old Debentures").

     There have not been any sales of securities of the same series as the New
Notes or the Old Debentures by the Company, nor are there any such other sales
planned, by or through an underwriter at or about the time of the Exchange Offer
transaction.

     The Company retained Goldman, Sachs & Co. ("Goldman") to advise the Company
as to the structure, process and financial matters related to the Exchange
Offer. Goldman's services to the Company are limited solely to such advisory
services, and Goldman will not, directly or indirectly, solicit the exchange of
Old Debentures for New Notes under the Exchange Offer or otherwise make
recommendations with respect to acceptance or rejection of the Exchange Offer.
In exchange for such advisory services, Goldman will be paid a flat fee which is
not dependent upon the outcome of the transaction. Goldman will not be paid any
commission or similar variable type of remuneration.

     The Company also has retained Georgeson & Company Inc. as the "Information
Agent" and The Chase Manhattan Bank as the "Exchange Agent" in connection with
the Exchange Offer. The Information Agent and Exchange Agent will provide to
holders of Old Debentures only information otherwise contained in the Offering
Circular and general information regarding the mechanics of the exchange
process. The Exchange Agent will provide the actual acceptance and exchange
services with respect to the exchange of Old Debentures and New Notes. Neither
the Information Agent nor the Exchange Agent will solicit exchanges in
connection with the Exchange Offer and will not make recommendations as to the
acceptance or rejection of the Exchange Offer.

Both the Information Agent and Exchange Agent will be paid reasonable fees
directly by the Company for their services.

     There are no cash payments made or to be made by any holder of the
outstanding Old Debentures in connection with the Exchange Offer.

                                  AFFILIATIONS
                                  ------------

3. AFFILIATES. Furnish a list or diagram of all affiliates of the Company and
indicate the respective percentages of voting securities or other bases of
control.

The following is a list of direct and indirect subsidiaries and affiliates of
the Company. Indirect subsidiaries and affiliates are indented and listed under
their direct parent. Ownership indicated herein refers to the ownership of the
direct parent. Unless otherwise indicated, the bases of control is ownership of
equity securities.

                                                                 
AlliedSignal Inc.
   AS BAR LLC                                                       100.000000%
     Burbank Aircraft International GmbH                            100.000000%
     Harco Aerospace Fasteners, Ltd.                                100.000000%
   AS BAR PBH LLC                                                   100.000000%
   ASA Investments Inc.                                             100.000000%
   ASI Specialty Chemicals, L.L.C.                                  100.000000%
     UOP LLC                                                         49.900000%
       Nikki-Universal Co., Ltd.                                     50.000000%
       Temperature Controlled Reactors L.L.C.                        50.000000%
       UOP Admin B.V.                                               100.000000%
       UOP B.V.                                                     100.000000%
       UOP Canada Inc.                                              100.000000%
       UOP Foreign Sales Corporation                                100.000000%
       UOP GmbH                                                     100.000000%
       UOP International Services Limited                            99.700000%
       UOP International Technology Limited                          99.700000%
       UOP Invest B.V.                                              100.000000%
       UOP K.K.                                                     100.000000%
       UOP Limited                                                   99.999900%
         UOP France s.a.r.l.                                        100.000000%
           UOP M.S. SpA                                               0.010000%
         UOP M.S. SpA                                                99.990000%
       UOP N.V.                                                      99.997315%
       UOP Pacific Ltd.                                              99.800000%
         Shanghai UOP Ltd.                                           70.000000%

                                                                  
       UOP Processos Industriais do Brasil Ltda.                     99.987523%
       UOP Spain, S.A.                                               14.980000%
       Union Showa K.K.                                              50.000000%
       Universal Oil Products Asia Pacific Pte. Ltd.                100.000000%
       Universal Oil Products Company                               100.000000%
         Cataleasco, Inc.                                           100.000000%
         Katalistiks International, Inc.                            100.000000%
         UOP Charitable Foundation, Inc.                            100.000000%
         UOP Equitec Services, Inc.                                 100.000000%
         UOP Inc.                                                   100.000000%
         UOP Management Services, Inc.                              100.000000%
           UOP Management Services                                   49.000000%
           Ltd.
         UOP Middle East Company                                    100.000000%
         UOP Processes International, Inc.                          100.000000%
           UOP N.V.                                                   0.002685%
           UOP Processos Industriais do Brasil Ltda.                  0.012477%
   Aerospace Preforms Limited                                       100.000000%
   Alliance Polymers Company                                         50.000000%
   Allied Capital Management LLC                                    100.000000%
   Allied Chemical Communications Company, Inc.                     100.000000%
   Allied Chemical Corporation                                      100.000000%
   Allied Chemical Nuclear Products, Inc.                           100.000000%
     Allied-General Nuclear Services                                 50.000000%
   Allied Technologies Corporation                                  100.000000%
   Allied-Signal Aerospace Avionics Company                         100.000000%
     AlliedSignal Joint Venture Partnership                           1.000000%
     American Russian Integrated Avionics                            67.700000%
   Allied-Signal Energy Services, Inc.                              100.000000%
     Allied Fuel Energy Services Company, L.P.                       42.500000%
     Allied Fuel Services Company                                    51.000000%
     ConverDyn (Partnership Interest)                                50.000000%
   Allied-Signal Environmental Services, Inc.                       100.000000%
   AlliedSignal Aerospace Pty Limited                                 0.010000%
   AlliedSignal Aerospace Service Corporation                       100.000000%
     AlliedSignal Laminate Systems Technology Ltd.                    0.000001%
   AlliedSignal Canada Inc. (Preferred Stock)                       100.000000%
     Allied-Signal Automotive of Canada Inc.                        100.000000%
     AlliedSignal Aerospatiale Canada Inc.                          100.000000%
   AlliedSignal Chemicals Inc.                                      100.000000%
   AlliedSignal China Inc.                                          100.000000%
     AlliedSignal (Australia) Sales Limited                          12.500000%
     AlliedSignal Laminate Systems Technology Ltd.                    0.000001%
     Nittobo Norplex/Oak Co., Ltd.                                    0.000260%
   AlliedSignal Environmental Catalysts Inc.                        100.000000%
     ASEC Manufacturing (Partnership Interest)                       50.000000%

                                                                  
       AS Catalizadores Ambientales, S.A. de C. V.                   99.000000%
       AlliedSignal Catalyseurs pour l'Environnement SAS             99.000000%
         AlliedSignal Environmental Catalysts GmbH                  100.000000%
     ASEC Sales (Partnership Interest)                               50.100000%
       AS Catalizadores Ambientales, S.A. de C. V.                    1.000000%
       AlliedSignal Catalyseurs pour l'Environnement SAS              1.000000%
   AlliedSignal Eurasia Ltd.                                        100.000000%
   AlliedSignal Europe Inc.                                         100.000000%
     AlliedSignal (Australia) Sales Limited                          12.500000%
     AlliedSignal Sistemas de Seguridad S.A.                          0.000625%
   AlliedSignal Europe [N.V.]                                         0.048784%
   AlliedSignal Fluorochemicals Europe B.V.                         100.000000%
   AlliedSignal International Finance Corporation                   100.000000%
     ASIFCO (Suzhou) Inc.                                           100.000000%
     Alchem Assurance Limited                                       100.000000%
     Allied Chemical do Brasil Comercio e Participacoes,             99.982790%
     Ltda.
     Allied Signal Italia S.p.A.                                     99.900000%
       AlliedSignal Fluorochemicals Italia S.r.l.                   100.000000%
       Alliednignal Sistemi di Sicurezza S.p.A.                      99.950000%
         Autoflug S.p.A.                                            100.000000%
         Compagnia Costruzione Cinture S.p.A.                       100.000000%
       FIAAM Filter, S.p.A.                                          40.001259%
         AFICO Filters                                               20.000000%
         Arto Iberica S.A.                                          100.000000%
         Coopers Filters, Ltd.                                      100.000000%
         FIAAM Filter Germany GmbH                                  100.000000%
         Fram Europe A.B.                                           100.000000%
         Fram Europe B.V.                                           100.000000%
           Coopers Filters Europe B.V.                              100.000000%
         Fram Europe Limited                                        100.000000%
         Fram Filter France S.A.                                     99.850000%
         Fram Filter, S.p.A.                                        100.000000%
     AlliedSignal (Australia) Sales Limited                          50.000000%
     AlliedSignal (China) Investment Co., Ltd.                      100.000000%
       AlliedSignal (Kaiping) Industrial Fabrics Co. Ltd.            70.000000%
       AlliedSignal (Kaiping) Industrial Fibers Co. Ltd.             70.000000%
       AlliedSignal Amorphous Metals (Shanghai) Co., Ltd.           100.000000%
       AlliedSignal Friction Materials (Guangzhou) Co.,             100.000000%
       Ltd.
       AlliedSignal Laminate Systems (Suzhou) Co., Ltd.             100.000000%
       AlliedSignal TAECO Aerospace (Xiamen) Company                 65.000000%
       Limited
       AlliedSignal Turbocharging Systems (Shanghai) Co.,           100.000000%
       Ltd.
       CRIAA AlliedSignal (Nanjing) Aero Accessories Co., Ltd.       51.000000%

                                                                  
       Fenghua KBAS Automotive Air Compressor Co., Ltd.              35.000611%
       AlliedSignal CATIC Engine (Suzhou) Co., Ltd.                  56.000000%
     AlliedSignal (Thailand) Co., Ltd.                               99.970000%
       Bendix (Thailand) Limited                                     46.880000%
     AlliedSignal Aerospace Pty Limited                              99.990000%
     AlliedSignal Aerospace Pty Limited (Preferred Stock)           100.000000%
     AlliedSignal Aerospace de Mexico S.A.                        (less than 1%)
     AlliedSignal Asahi Co., Ltd.                                    51.000000%
     AlliedSignal Automotive Ltda. (Preferred Stock)                 20.000000%
       Knorr-Bremse Sistemas para Veiculos Comerciais                35.000000%
       Brasil Ltda.
     AlliedSignal Automotive de Mexico, S.A. de C.V.              (less than 1%)
     AlliedSignal Bremsbelag GmbH                                    10.000000%
       AlliedSignal Aftermarket Europe B.V.                         100.000000%
       AlliedSignal Aftermarket Europe GmbH                         100.000000%
       AlliedSignal Aftermarket Europe [N.V.]                        99.920000%
       AlliedSignal Aftermarket Europe, Sverige AB                  100.000000%
         AlliedSignal Aftermarket Europe ApS                        100.000000%
         AlliedSignal Aftermarket Europe Norge AS                   100.000000%
       AlliedSignal Materiales de Friccion SA                       100.000000%
       Financiere AlliedSignal S.A.                                   1.891896%
         AlliedSignal Fibers Europe S.A.S.                           99.999996%
         AlliedSignal Industrial Fibers S.A.                         99.999260%
         AlliedSignal Laminate Systems S.A.                          99.988966%
         AlliedSignal Materiaux de Friction SA                       99.999717%
         AlliedSignal Remanufacturing S.A.                           75.000000%
         AlliedSignal Servicos Industriais e Comerciais              98.000000%
         Portugal, Lda.
         AlliedSignal Turbo S.A.                                    100.000000%
           Garrett Finances S.N.C.                                   99.000000%
           Turbo Services S.N.C.                                     99.000000%
         Garrett Finances S.N.C.                                      1.000000%
         Holt Lloyd Holdings S.A.                                   100.000000%
           Holt Lloyd S.A.                                          100.000000%
         Societe d'Etudes et de Constructions                        99.997619%
         Aero-Navales, S.A. (Equity Share)
           Enpro Secan (India) Private Limited                       50.000000%
       Jurid (U.K.) Ltd.                                            100.000000%
     AlliedSignal Canada Inc.                                        99.577465%
     AlliedSignal Carpet Fibers B.V.                                100.000000%
     AlliedSignal Europe [N.V.]                                       0.167259%
     AlliedSignal European Services S.A.S.                           10.000000%
     AlliedSignal Filtros de Mexico S.A. de C.V.                      0.000006%
     AlliedSignal Foreign Sales Corporation                         100.000000%
     AlliedSignal Holdings Limited                                   99.999965%

                                                                  
       Skyforce Avionics, Ltd.                                      100.000000%
       AlliedSignal Aerospace GmbH                                    0.200000%
       AlliedSignal Limited                                         100.000000%
         AlliedSignal Holdings B.V.                                  54.900000%
           Knorr-Bremse Systeme fuer Nutzfahrzeuge                   35.000000%
           GmbH
             Knorr Systemes pour Vehicules                           99.849194%
             Utilitaires France S.A.
             Knorr-Autobrzdy S.R.O.                                  67.000000%
             Knorr-Bremse Benelux B.V.B.A.                           99.000000%
             Knorr-Bremse Fekrendszerek Kft.                        100.000000%
             Knorr-Bremse Italia, S.p.A.                             99.344262%
             Knorr-Bremse Sistemi per Autoveicoli                   100.000000%
             Commerciali Italia S.p.A.
             Knorr-Bremse System for Tunga Fordon                   100.000000%
             AB
             Knorr-Bremse Systems for Commercial                    100.000000%
             Vehicles Limited
               Knorr-Bremse U.K. Ltd.                               100.000000%
             Knorr-Bremse Systems for Commercial                    100.000000%
             Vehicles Limited
             Knorr-Orsan Ticari Arac, Sistemleri                     51.000000%
             Limited, Sirketi
         Dexbin, Ltd.                                               100.000000%
           Allied Signal Italia S.p.A.                                0.100000%
           Allied-Signal Aerospace Limited                          100.000000%

         Fortin Laminating Limited                                  100.000000%
         Garrett Automotive Limited                                 100.000000%
           Garrett Turbo Services Limited                            99.990000%
             Turbocare Limited                                      100.000000%
           Rajay Limited                                             50.000000%
           Roto-Master Limited                                       50.000000%
       Cheshire Castings Ltd.                                       100.000000%
       Ferranti-Bendix Power Generation Limited                     100.000000%
       Holt Lloyd Group Limited                                     100.000000%
         Autoclub Limited                                           100.000000%
         Holt Lloyd Australasia Pty Limited                           0.008000%
           Kayes Chemical Co. Limited                               100.000000%
         Holt Lloyd Holdings B.V.                                   100.000000%
         Holt Lloyd Holdings Limited                                100.000000%
           Holt Lloyd Holdings B.V.                                 100.000000%
         Holt Lloyd International Limited                           100.000000%
           Burnaby & Chantrell Limited                              100.000000%
           Carr & Day & Martin Limited                              100.000000%
           DCMC Industrial Aerosols Limited                         100.000000%

                                                                  
           Dupli-Color Limited                                      100.000000%
           Flexiwrap Limited                                        100.000000%
           Flexy Brushes Limited                                    100.000000%
           Glassmatch Limited                                       100.000000%
           Holt Lloyd & Raposa Limitada                              35.000000%
           Holt Lloyd Americas Limited                              100.000000%
           Holt Lloyd Australasia Pty Limited                        99.992000%
           Holt Lloyd Export Limited                                100.000000%
           Holt Lloyd Limited                                       100.000000%
           Holt Lloyd Pension Trustees Ltd.                         100.000000%
           Holt Products Limited                                    100.000000%
             MR Holt Product Pty Limited                            100.000000%
           Lloyds Industries (Molyslip) Limited                     100.000000%
           Lloyds Industries International Limited                  100.000000%
           Loy Plastics Limited                                       0.050000%
           Nippon Kigyo KK                                          100.000000%
           Radweld Engineering Company Limited                      100.000000%
             Loy Plastics Limited                                    99.950000%
           Redex Limited                                            100.000000%
           Romac Industries Limited                                 100.000000%
           WH Cowie Limited                                         100.000000%
         Holt Lloyd International Limited                           100.000000%
         Holt Lloyd S.p.A.                                          100.000000%
           Holts Srl                                                100.000000%
         Holt Lloyd Trustee Co. Ltd.                                100.000000%
         Simoniz International Limited                              100.000000%
       Holt Lloyd Group Limited                                     100.000000%
       Klippan Automotive Products (U.K.) Limited                    99.999007%
       Normalair-Garrett (Holdings) Limited                          48.000000%
         Normalair-Garrett Limited                                   98.000000%
         Normalair-Garrett Manufacturing Pty. Ltd.                   99.996667%
           Normalair-Garrett Pty. Ltd.                                0.000800%
             Normalair-Garrett Manufacturing Pty.                     0.003333%
             Ltd.
         Normalair-Garrett Pty. Ltd.                                 99.999200%
     AlliedSignal Holdings Limited                                   99.999827%
     AlliedSignal Holdings Limited (Preferred Stock)                 99.999995%
     AlliedSignal India Private Limited                              99.999813%
     AlliedSignal International Inc.                                100.000000%
       AlliedSignal (Australia) Sales Limited                        12.500000%
       AlliedSignal Inc. Japan                                      100.000000%
       AlliedSignal Laminate Systems Technology Ltd.                  0.000001%
       Nittobo Norplex/Oak Co., Ltd.                                  0.000260%
     AlliedSignal Ireland Limited                                     0.000035%
       AlliedSignal International Services S.A.S.                    75.000000%
       AlliedSignal Ireland Software Limited                        100.000000%

                                                                  
       Holt Lloyd Limited (Ireland)                                 100.000000%
       Iropharm plc                                                 100.000000%
       Iropharm plc                                                 100.000000%
       Jellalabad plc                                               100.000000%
     AlliedSignal Korea Ltd.                                        100.000000%
     AlliedSignal Laminate Systems Inc.                             100.000000%
       AlliedSignal Deutschland GmbH                                100.000000%
         AlliedSignal Aerospace GmbH                                 99.800000%
         AlliedSignal Bremsbelag GmbH                                90.000000%
         AlliedSignal Chemical Holding AG                           100.000000%
           Riedel-de Haen AG                                        100.000000%
             Lindener Volksbank e.G.                                  0.021249%
             Niedersaechsische Gesellschaft fuer                      0.250000%
             Endablagerung von Sonderabfall mbH
             RdH Laborchemikalien GmbH & Co. KG                      25.000000%
             RdH Laborchemikalien                                    25.000000%
             Verwaltungs-GmbH
             Riedel-de Haen Sozialhilfe GmbH                        100.000000%
           Riedel-de Haen AG                                        100.000000%
           Riedel-de Haen AG                                        100.000000%
         AlliedSignal Laminate Systems GmbH                         100.000000%
         AlliedSignal Polymers GmbH                                 100.000000%
         AlliedSignal Specialty Chemicals GmbH                      100.000000%
         Holt Lloyd Holdings GmbH                                   100.000000%
           Holt Lloyd GmbH                                          100.000000%
           Holt Lloyd Kfz-pflegemittel Export GmbH                  100.000000%
       AlliedSignal Europe [N.V.]                                    99.783957%
       AlliedSignal Laminate Systems (Thailand) Company              99.998600%
       Limited
       AlliedSignal Laminate Systems Pacific Limited                 99.999971%
       AlliedSignal Laminate Systems Singapore Inc.                 100.000000%
         AlliedSignal Laminate Systems Technology Ltd.                0.000001%
       AlliedSignal Laminate Systems Technology Ltd.                 99.999992%
       AlliedSignal Technologies Inc.                                 0.600000%
         AlliedSignal Automotive Ltda.                               59.999872%
       Asahi-Schwebel (Taiwan) Co., Ltd.                             49.000446%
       Asia Pacific Resin Corporation                                25.000000%
       Financiere AlliedSignal S.A.                                  25.637718%
       Nittobo Norplex/Oak Co., Ltd.                                 49.999221%
         Oak-Mitsui (Partnership Interest)                           50.100000%
         Oak-Mitsui Inc.                                             50.100016%
       AlliedSignal Laminate Systems Pacific Limited                  0.000029%
       AlliedSignal Laminate Systems Technology Ltd.                  0.000001%
       AlliedSignal Materiaux de Friction SA                          0.000040%
       AlliedSignal Productos Automotrices, S.A. de C.V.              0.000009%
       AlliedSignal Romania Srl                                     100.000000%

                                                                  
       AlliedSignal Singapore (Pte.) Limited                        100.000000%
       AlliedSignal Sistemas de Seguridad S.A.                       99.999375%
       AlliedSignal Sogefi Aftermarket Europe B.V.                   65.000000%
         AlliedSignal TBS Holdings, Inc.                              0.830000%
           AlliedSignal Truck Brake Systems Company                  65.000000%
           (Partnership Interest)
              AlliedSignal TBS Canada Inc.                          100.000000%
              AlliedSignal Truck Brake Systems Foreign Sales        100.000000%
              Corp.
         AlliedSignal Technologies Inc. (Preferred Stock)           100.000000%
         AlliedSignal Waterford Limited                             100.000000%
           AlliedSignal European Services S.A.S.                     90.000000%
           AlliedSignal International Services S.A.S.                25.000000%
         AlliedSignal de Mexico, S.A. de C.V.                        88.814772%
           AlliedSignal Aerospace de Mexico S.A.                     10.000000%
           AlliedSignal Automotive de Mexico, S.A. de C.V.           99.999999%
           AlliedSignal Filtros de Mexico S.A. de C.V.               99.999994%
           AlliedSignal Productos Automotrices, S.A. de C.V.         99.999991%
         CEA AlliedSignal Aircraft Wheels and Brakes Repair and      60.000000%
         Overhaul Co., Ltd. Shanghai
         Financiere AlliedSignal S.A                                 72.391556%
         Garrett Turbo Inc.                                         100.000000%
         Garrett Turbochargers Ltd.                                  51.428571%
         Goodproud                                                  100.000000%
         Holt Lloyd Limited                                         100.000000%
         Holt Lloyd S.A. (Spain)                                    100.000000%
         Holts Pty Limited                                          100.000000%
           Holt Lloyd International (South Africa) Pty Limited      100.000000%
           Turtleline (Pty) Limited                                 100.000000%
         Industrial Turbines International, Inc.                     15.398152%
         Industrial Turbines International, Inc. (Preferred Stock)    8.798686%
         JKC Truck Brake Systems Co., Ltd.                           17.500000%
         Musashi Holt KK                                             80.000000%
         Nittobo Norplex/Oak Co., Ltd.                                0.000260%
       AlliedSignal Ireland Limited                                  99.999965%
       AlliedSignal Joint Venture Partnership                        99.000000%
       AlliedSignal Leasing Company L.P. (Partnership Interest)       1.000000%
       AlliedSignal Materiaux de Friction SA                          0.000040%
       AlliedSignal Power Systems Inc.                              100.000000%
       AlliedSignal Singapore Inc.                                  100.000000%
       AlliedSignal Specialty Chemicals (S) Pte Ltd                 100.000000%
       AlliedSignal TBS Holdings, Inc.                               87.020000%
       AlliedSignal Technical Services Corporation                  100.000000%
         AlliedSignal (Australia) Sales Limited                      12.500000%
         AlliedSignal Laminate Systems Technology Ltd.                0.000001%
       AlliedSignal Technologies Inc.                                99.400000%

                                                                  
         AlliedSignal Transportation Inc.                           100.000000%
         AlliedSignal de Mexico, S.A. de C.V.                        10.818360%
         AlliedSignal-Asiatic Pte Ltd                                60.000000%
         American Russian Integrated Avionics Corporation            67.700000%
         Astor Holdings, Inc.                                       100.000000%
           Astor Holdings II, Inc.                                  100.000000%
             ABI Acquisition 1 plc. (Preferred Stock)                99.999907%
               ABI Acquisition 2 plc.                                99.999907%
                 Associated British Industries Limited               99.999972%
                 Astor Stag Limited                                  99.998428%
                   Astor Stag S.A.                                  100.000000%
                   Astor Stag S.A.R.L.                              100.000000%
                   Stag Francaise S.A.                              100.000000%
               ABI Acquisition 2 plc. (Ordinary Non-Voting)         100.000000%
               ABI Corporation                                      100.000000%
                 Astor Corporation (Preferred Stock)                100.000000%
                   ABI Acquisition 1 plc.                           100.000000%
                   Petrofin Corporation                              66.500000%
               Astor Corporation                                    100.000000%
     Avcon, Inc.                                                     14.906416%
     Bendix Electronic Service Corporation de Espana, S.A.           70.000000%
     Bendix Leasing Company                                         100.000000%
     Bendix Mintex Pacific Proprietary Limited                       50.000000%
       Bendix (Thailand) Limited                                      6.250000%
       Don Brake (Australia) Pty Limited                            100.000000%
       Don Brake (Malaysia) Sdn Bhd                                 100.000000%
     Bendix Mintex Proprietary Limited                               50.999987%
       Bendix Mintex Employees Superannuation Pty Ltd.              100.000000%
       Bendix Mintex Executive Superannuation Pty Ltd               100.000000%
       Bendix Mintex Staff Superannuation Pty Ltd                   100.000000%
     Bendix Products Corporation                                    100.000000%
     Bunker Ramo Electronic Data Systems S.A.                       100.000000%
     Burdick & Jackson, Inc.                                        100.000000%
     CFE Company (Partnership Interest)                              50.000000%
     Compania Industrial de Fluorita, S.A.                           40.000000%
     Compania Metalurgica de Parral, S.A.                            40.000000%
     Don Brake (Malaysia) Sdn Bhd                                    50.000000%
     EM Sector Holdings Inc.                                        100.000000%
       JGC Corporation                                                0.010000%
       UOP Asia Ltd.                                                100.000000%
       UOP Inter-Americana, Inc.                                    100.000000%
       UOP LLC (LLC Membership Interest)                              0.100000%
     Evergreen Nylon Recycling Company, LLC                          50.000000%
     Garrett Comtronics Licensing Corporation                        85.000000%
     Globe Auto Electricals, Ltd.                                    25.700000%
     Grimes Holdings Inc.                                           100.000000%

                                                                  
       MRC Acquisition Corporation                                  100.000000%
         Grimes Aerospace Company                                   100.000000%
           Cambridge Thermionic Corp.                               100.000000%
             Cambridge Thermionic of Canada, Ltd.                   100.000000%
           FL Aerospace, Ltd.                                       100.000000%
           M-R Development Company                                  100.000000%
           MRC Acquisition Corp. No. 3                              100.000000%
           Midland Industries, Inc.                                 100.000000%
           Midland Preferred Corp.                                  100.000000%
           Midland-Ross International Corp.                         100.000000%
           Midland-Ross Trading Corporation                         100.000000%
           Midland-Ross of Canada, Ltd.                             100.000000%
           Midro Ltd.                                               100.000000%
           Nasco Enterprises                                        100.000000%
     H-D Polymer Corporation                                        100.000000%
       AlliedSignal Polymer Company, L.P.                            98.000000%
         AlliedSignal Leasing Company L.P.                           99.000000%
         Interest)
     Hankuk Brake Industrial Co., Ltd.                               48.999859%
     HoltraChem Manufacturing Company, L.L.C.                        36.000000%
     Industrial Turbines International, Inc.                         84.601848%
     Industrial Turbines International, Inc. (Preferred Stock)       45.845554%
     International Auto Parts Limited (a/k/a Interzapchast)          33.333333%
     International Turbine Engine Corporation                        80.328053%
     Investech (Partnership Interest)                                 3.630000%
     Jidosha Kiki Co., Ltd.                                           4.642580%
       Aruma Engineering Co., Ltd.                                  100.000000%
       JKC-USA Corporation                                          100.000000%
       Niigata Technos Co., Ltd.                                    100.000000%
       Technos Co., Ltd.                                            100.000000%
       Trondule Co., Ltd.                                           100.000000%
     King Radio S.A.                                                 95.000000%
     Klippan N.V.                                                   100.000000%
     LG AlliedSignal Corporation                                     50.000000%
     LORI, Inc.                                                     100.000000%
       Lori Asia Pte. Ltd.                                          100.000000%
       Lorimark, Inc.                                               100.000000%
     Light Helicopter Turbine Engine Company (Partnership            50.000000%
     Interest)
     Nanoglass LLC                                                   50.000000%
     Nippon Amorphous Metals Co., Ltd.                               50.000000%
     Nirlon Limited                                                   1.900361%
     Nitto Boseki Co., Ltd.                                           0.010000%
     Norplex Oak India Limited                                       20.000000%
     Opex Corporation                                               100.000000%
       AlliedSignal Polymer Company, L.P.                             2.000000%

                                                                 
     Pacific BBA Ltd.                                             (less than 1%)
     Prestolite of India, Ltd.                                       33.330000%
     Prestone Holdings Inc.                                         100.000000%
       Prestone Products Corporation                                100.000000%
         AlliedSignal Canada Inc.                                     0.422535%
     Quimobasicos, S.A. de C.V.                                     100.000000%
       Propelentes Mexicanos, S.A.                                   80.000000%
     Quimobasicos, S.A. de C.V.                                     100.000000%
     Realdix Corporation                                            100.000000%
     Remtex Mfg., Inc.                                              100.000000%
       AlliedSignal TBS Holdings, Inc.                               12.150000%
       AlliedSignal de Mexico, S.A. de C.V.                           0.366867%
     Rubix                                                           50.000000%
     Rumford Automotive Products Co.                                100.000000%
     SN-Centro de Pesquisas e Promocao de Sulfato                    99.989246%
     de Amonio Ltda.
     Shenco Limited (Partnership Interest)                           90.000000%
     Technofan                                                        3.266099%
     The Bendix Corporation                                         100.000000%
     Transitions Two (Partnership Interest)                           5.740000%
     Turbo Services S.N.C.                                            1.000000%
     Turbodina S.A.I.y.C.                                            77.977843%
     USHA Amorphous Metals, Ltd.                                     50.000000%
     Universal Assets Inc.                                           50.000000%
     Universal Assets Inc. (Preferred Stock)                         29.333333%

MANAGEMENT AND CONTROL

4. DIRECTORS AND EXECUTIVE OFFICERS.  List the names and complete mailing
addresses of all directors and executive officers of the applicant and all
persons chosen to become directors or executive officers. Indicate all offices
with the applicant held or to be held by each person named.

The names of the directors and executive officers of the Company are set forth
below. The mailing address of each of the directors and executive officers is
101 Columbia Road, Morristown, NJ 07962.

                       
- ------------------------- -------------------------------------------------------------------------
Hans W. Becherer          Director
- ------------------------- -------------------------------------------------------------------------
Lawrence A. Bossidy       Director, Chairman and Chief Executive Officer
- ------------------------- -------------------------------------------------------------------------
Daniel P. Burnham         Director and Vice Chairman
- ------------------------- -------------------------------------------------------------------------
Ann M. Fudge              Director
- ------------------------- -------------------------------------------------------------------------
Paul X. Kelley            Director
- ------------------------- -------------------------------------------------------------------------
Robert P. Luciano         Director
- ------------------------- -------------------------------------------------------------------------

                       
- ------------------------- -------------------------------------------------------------------------
Robert B. Palmer          Director
- ------------------------- -------------------------------------------------------------------------
Russell E. Palmer         Director
- ------------------------- -------------------------------------------------------------------------
Frederic M. Poses         Director and Vice Chairman
- ------------------------- -------------------------------------------------------------------------
Ivan G. Seidenberg        Director
- ------------------------- -------------------------------------------------------------------------
Andrew C. Sigler          Director
- ------------------------- -------------------------------------------------------------------------
John R. Stafford          Director
- ------------------------- -------------------------------------------------------------------------
Thomas P. Stafford        Director
- ------------------------- -------------------------------------------------------------------------
Robert C. Winters         Director
- ------------------------- -------------------------------------------------------------------------
Henry T. Yang             Director
- ------------------------- -------------------------------------------------------------------------
Peter M. Kreindler        Senior Vice President, General Counsel and Secretary
- ------------------------- -------------------------------------------------------------------------
Joseph B. Leonard         Senior Vice President and President, Aerospace Marketing, Sales and
                          Service
- ------------------------- -------------------------------------------------------------------------
Paul J. Norris            Senior Vice President and President, Specialty Chemicals
- ------------------------- -------------------------------------------------------------------------
Donald J. Redlinger       Senior Vice President, Human Resources and Communications
- ------------------------- -------------------------------------------------------------------------
Paul R. Schindler         Senior Vice President, Europe, India and the Middle East
- ------------------------- -------------------------------------------------------------------------
Richard F. Wallman        Senior Vice President and Chief Financial Officer
- ------------------------- -------------------------------------------------------------------------

5. PRINCIPAL OWNERS OF VOTING SECURITIES.  Furnish the following information as
to each person owning 10 percent or more of the voting securities of the
applicant. As of April 30, 1998, based on information supplied by such 10% owner
in a Schedule 13G, as of December 31, 1997.

- ------------------------- ----------------------- ------------------------ ------------------------
NAME AND COMPLETE         TITLE OF CLASS OWNED    AMOUNT OWNED             PERCENTAGE OF VOTING
MAILING ADDRESS                                                            SECURITIES OWNED
- ------------------------- ----------------------- ------------------------ ------------------------
                                                                  
State Street Bank &       Common Stock, par       69,261,968               12.3
Trust Company             value $1 per share
- ------------------------- ----------------------- ------------------------ ------------------------

                                  UNDERWRITERS
                                  ------------

6. UNDERWRITERS. Give the name and complete mailing address of (a) each person
who, within three years prior to the date of filing the application, acted as an
underwriter of any securities of the obligor which were outstanding on the date
of filing the application, and (b) each proposed principal underwriter of the
securities proposed to be offered. As to each person specified in (a), give the
title of each class of securities underwritten. There are no underwriters of the
securities proposed to be offered in the Exchange Offer. Following are the
underwriters identified in Section 6(a) hereof:

  A. The following were the underwriters in the Company's issuance of $100
million of 6.75% Notes due August 15, 2000:

Goldman, Sachs & Co.
J.P. Morgan Securities Inc.
Salomon Brothers Inc.

The mailing address for the above underwriters is: 55 Broad Street, New York, NY
10004.

B. The following were the underwriters in the Company's issuance of $200 million
of 6.20% Notes due February 1, 2008:

Goldman, Sachs & Co.
J.P. Morgan Securities Inc.
Salomon Brothers Inc.

The mailing address for the above underwriters is: 55 Broad Street, New York, NY
10004.

C. The following were the underwriters in the Company's issuance of $200 million
of 5 3/4% remarketable securities due 2011:

J.P. Morgan Securities Inc.
Goldman, Sachs & Co.
Merrill Lynch, Pierce, Fenner & Smith Incorporated

The mailing address for the above underwriters is: 60 Wall Street, New York, NY
10260.

CAPITAL SECURITIES
- ------------------

  7. CAPITALIZATION. (a) Furnish the following information as to each authorized
class of securities of the applicant.

The following table sets forth the consolidated capitalization of the Company as
of April 30, 1998.

(i)  Equity Securities:

Title of Class              Amount Authorized            Amount Outstanding
- ----------------------      -----------------            ------------------
                                                   
Common Stock                1,000,000,000 shares         563,714,332

                                                   
$1 par value

Preferred Stock             20,000,000 shares            none
No par value

(ii)                                                  Authorized and Outstanding
         Debt Securities:                                    (in millions)
         ---------------                              --------------------------
                                                   
Employee stock ownership
  plan floating rate notes,
  4.29%-4.71%, due 1998-1999                                 $  48
6.75% notes due August 15, 2000                                100
9 7/8% debentures due June 1, 2002                             250
9.20% debentures due February 15, 2003                         100
Medium term notes,
  8.93%-9.28%, due 1999-2001                                    69
Zero coupon bonds and
  money multiplier notes,
  13.0%-14.26%, due 1998-2009                                  164
9 1/2% debentures due June 1, 2016                             100
Industrial development bond
  obligations, 3.15%-6.75%, maturing
  at various dates through 2027                                105
6.20% notes due February
  1, 2008                                                      200
5 3/4% Dealer remarketable
  securities due 2011                                          200
Other (including capitalized leases),
  1.54%-12.42%, maturing at various
  dates through 2016                                           249

(b) Give a brief outline of the voting rights of each class of voting securities
referred to in paragraph (a) above.

Common shareowners are entitled to one vote per share. Common shareowners do not
have preemptive or conversion rights. The Company may establish series of
preferred stock having such number of shares and such terms as it may determine.

  8. ANALYSIS OF INDENTURE PROVISIONS. Insert at this point the analysis of
indenture provisions required under Section 305(a)(2) of the Trust Indenture Act
of 1939, as amended.

  For purposes of this Section 8, the "Indenture" shall refer to the Indenture,
dated as of October 1, 1985, by and between AlliedSignal Inc. and The Chase
Manhattan Bank, as Trustee (the "Trustee"), as supplemented by the First
Supplemental Indenture dated as of February 1, 1991 and by the Second
Supplemental Indenture dated as of November 1, 1997.

 

Other capitalized but otherwise undefined terms shall have the meanings ascribed
thereto in the Indenture or the Offering Circular.

     (A) EVENTS OF DEFAULT

     Events of Default with respect to any series of Debentures under the
Indenture include: (a) default in payment of any principal of or premium, if
any, on such series, except for principal due upon sinking fund redemptions;
(b) default in the payment of any installment of interest or sinking fund
redemption, if any, on such series and continuance of such default for a period
of 30 days; (c) default for 90 days after notice in the performance of any
other covenant in the Indenture; or (d) certain events of bankruptcy, insolvency
or reorganization in respect of the Company (Section 501). The Trustee may
withhold notice to the holders of Debentures of any default (except in the
payment of principal of or premium, if any, or interest on such series of
Debentures) if it considers such withholding to be in the interest of holders of
Debentures (Section 508). No Event of Default with respect to a particular
series of Debentures issued under the Indenture necessarily constitutes an
Event of Default with respect to any other series of Debentures.

     On the occurrence of an Event of Default, the Trustee or the holders of at
least 25% in principal amount at maturity of Debentures of each such series
then outstanding may declare the principal (or in the case of Debentures sold at
an original issue discount, the amount specified in the terms thereof) to be due
and payable immediately (Section 501). Upon payment of such amount, together
with any premium or interest due thereon, if any, all the Company's obligations
in respect to payment of indebtedness on such Debentures will terminate
(Sections 401, 501 and 502).

     Subject to provisions relating to its duties in case of default, the
Trustee is under no obligation to exercise any of its rights or powers under
the Indenture at the request, order or direction of any holders of Debentures
unless such holders of Debentures shall have offered to the Trustee reasonable
indemnity (Section 603).

     (B) AUTHENTICATION AND DELIVERY

     The New Notes shall be executed on behalf of the Company by its Chairman of
the Board, its President or one of its Vice Presidents, its Treasurer or one of
its Assistant Treasurers, under the Company's corporate seal reproduced thereon
and attested by the Secretary or one of the Assistant Secretaries. Upon proper
delivery of New Notes to the Trustee for authentication, the Trustee shall
authenticate and deliver such securities. The Indenture does not contain
provisions regarding the application of the proceeds from issuance of the New
Notes (Section 303).

     (C) RELEASE OF PROPERTY SUBJECT TO LIEN

     The Company's obligations under the New Notes are not secured by any liens
or security interests on any assets of the Company. Accordingly, the Indenture
does not contain any provisions with respect to the release or the release and
substitution of any property subject to such a lien.

     (D)  SATISFACTION AND DISCHARGE

     The Indenture shall cease to be of further effect with respect to the
Debentures of any series when (1) either: (i) all the Debentures of such series
and Coupons appertaining thereto issued under the Indenture (except certain
Debentures which have been destroyed, lost or stolen and certain Debentures and
Coupons for whose payment money has theretofore been deposited in trust, held by
the Company and repaid or discharged from such trust) have been delivered to the
Trustee or an authenticating agent cancelled or for cancellation, or (ii) all
such Debentures and Coupons have become due and payable or will become due and
payable at their Stated Maturity, or have been called for redemption, and the
Company has deposited in trust funds sufficient to pay off and discharge such
Debentures and Coupons; (2) the Company has paid or caused to be paid all other
sums required to be paid under the Indenture; and (3) the Company has delivered
an appropriate officer's certificate and opinion of counsel to the Trustee
stating that all conditions precedent therein provided for relating to the
satisfaction and discharge of the Indenture with respect to the Debentures of
such series have been complied with (Section 401).

     (E) EVIDENCE OF COMPLIANCE WITH CONDITIONS AND COVENANTS

     The Company will deliver to the Trustee, within 120 days after the end of
each fiscal year, a written statement stating (i) whether or not the Company has
fulfilled all its obligations under the Indenture throughout the year, and if a
default has occurred, providing details as to the circumstances of such
default(s), and (ii) that no event has occurred and is continuing which is or
would become a certain Event of Default, and if such an event has occurred,
providing details as to the circumstances of such default(s) (Section 1004).

  9. OTHER OBLIGORS.  Give the name and complete mailing address of any person,
other than the applicant, who is an obligor upon the indenture securities.

     No other person is an obligor with respect to the New Notes.

                    CONTENTS OF APPLICATION FOR QUALIFICATION

     This application for qualification comprises:

     (a) Pages numbered one to 19, consecutively;

     (b) The statement of eligibility and qualification of the Trustee under the
Indenture to be qualified (on Form T-1 hereby incorporated by reference to
Exhibit 99 attached hereto);

     (c) The following exhibits, in addition to those filed as a part of the
statement of eligibility and qualification of the trustee:

         (i)   Exhibit T3A -- The Company's Restated Certificate of
               Incorporation  (incorporated by reference to Exhibit 3(i) to the
               Company's Form 10-Q for the quarter ended March 31, 1997);

         (ii)  Exhibit T3B -- The Company's Bylaws, as amended (incorporated by
               reference to Exhibit 3(ii) to the Company's Form 10-Q for the
               quarter ended March 31, 1996);

         (iii) Exhibit T3C.1 -- Indenture between the Company and The Chase
               Manhattan Bank (National Association), Trustee, dated as of
               October 1, 1985. (Incorporated by reference to Exhibit 4(b)
               to Registration Statement No. 33-04551);

         (iv)  Exhibit T3C.2 --  First Supplemental Indenture dated as of 
               February 1, 1991 between the Company and The Chase Manhattan Bank
               (National Association), as Trustee;

          (v)  Exhibit T3C.3 -- Second Supplemental Indenture dated as of
               November 1, 1997 between the Company and The Chase Manhattan
               Bank, as Trustee (Incorporated by reference to Exhibit 4.5 to
               Amendment No. 2 to Registration Statement No. 33-64245;

         (vi)  Exhibit T3D -- Not applicable;

        (vii)  Exhibit T3E.1 -- Offering Circular, dated as of May 20, 1998 for
               $250,000,000 9 7/8% Debentures due June 1, 2002 and for
               $100,000,000 9.20% Debentures due February 15, 2003;

       (viii)  Exhibit T3E.2 -- Letter of Transmittal, dated as of May 20, 1998
               for $250,000,000 9 7/8% Debentures due June 1, 2002;

         (ix)  Exhibit T3E.3 -- Letter of Transmittal, dated as of May 20, 1998
               for $100,000,000 9.20% Debentures due February 15, 2003;

          (x)  Exhibit T3E.4 -- Form of Notice of Guaranteed Delivery, dated as
               of May 20, 1998 for $250,000,000 9 7/8% Debentures due June 1,
               2002; 

         (xi)  Exhibit T3E.5 -- Form of Notice of Guaranteed Delivery, dated
               as of May 20, 1998 for $100,000,000 9.20% Debentures due February
               15, 2003;

        (xii)  Exhibit T3F -- Cross-Reference Sheet;

       (xiii)  Exhibit 99 -- Form T-1 of The Chase Manhattan Bank.

                                    SIGNATURE
                                    ---------

     Pursuant to the requirements of the Trust Indenture Act of 1939, as
amended, the Company, AlliedSignal Inc., a corporation organized and existing
under the laws of the State of Delaware, has duly caused this application to be
signed on its behalf by the undersigned, thereunto duly authorized, and its seal
to be hereunto affixed and attested, all in the Township of Morris, and State of
New Jersey, on the 20th day of May, 1998.

(SEAL)                          ALLIEDSIGNAL INC.

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

Attest: /s/ Dennis R. Marshall
        ------------------------
Name:   Dennis R. Marshall
Title:  Assistant Secretary

                          STATEMENT OF DIFFERENCES
                          ------------------------

The section symbol shall be expressed as..............................  'SS'

 

                  FIRST SUPPLEMENTAL INDENTURE, dated as of February 1, 1991,
              between ALLIED-SIGNAL INC., a Delaware corporation (hereinafter
              called the "Corporation"), and The Chase Manhattan Bank (National
              Association), a national banking association organized and
              existing under the laws of the United States of America
              (hereinafter called the "Trustee").

              WHEREAS, the Corporation and the Trustee entered into an
Indenture, dated as of October 1, 1985 (hereinafter the "Original Indenture"),
providing for the creation, execution, authentication and delivery of certain
Debentures of the Corporation;

              WHEREAS, the Corporation has requested the Trustee to join with it
in the execution and delivery of this First Supplemental Indenture in order to
supplement and amend the Original Indenture, by amending and adding certain
provisions thereof, to facilitate the issuance of Debentures constituting medium
term notes and to permit the Corporation to require, if it shall so elect, that
the Debentures of any series be issued, in whole or in part, in the form of one
or more Global Debentures (as defined herein);

              WHEREAS, SECTION 901 of the Original Indenture provides, among
other things, that the Corporation, when authorized by the Board of Directors
and the Trustee, may

                                                                               2

from time to time and at any time enter into an indenture or indentures
supplemental to the Original Indenture for the purpose, inter alia, of making
additional provisions in regard to matters or questions arising thereunder as
shall not adversely affect the interests of the Holders of any series or the
Holders of any Coupons;

               WHEREAS, the Corporation and the Trustee are desirous of entering
into this First Supplemental Indenture for the purposes set forth in Section 901
of the Original Indenture as referred to above; and

               WHEREAS, all acts and things necessary to cause this First
Supplemental Indenture to be a valid, binding and legal instrument of the
Corporation have been done and performed by the Corporation, and the execution
and delivery of this First Supplemental Indenture have in all respects been duly
authorized by the Corporation, and the Corporation, in the exercise of the legal
right and power in it vested, executes this First Supplemental Indenture.

                                                                               3

               NOW, THEREFORE, THIS FIRST SUPPLEMENTAL INDENTURE
WITNESSETH:

               For and in consideration of the premises and the covenants herein
contained and the purchase and acceptance of the Debentures issued hereunder by
the Holders thereof, and for other valuable consideration, the receipt of which
is hereby acknowledged, the Corporation covenants and agrees with the Trustee,
for the equal and proportionate benefit of the respective Holders from time to
time of the Debentures, as follows:

                                  ARTICLE ONE

                                  DEFINITIONS

               Except as otherwise defined in or amended by this Firat
Supplemental Indenture, each capitalized term used herein shall have the meaning
assigned thereto in the Original Indenture.

                                   ARTICLE TWO

                     MODIFICATIONS OF THE ORIGINAL INDENTURE

               A. Section 101 of the Original Indenture is amended to add new
definitions thereto, in the appropriate

                                                                               4

alphabetical sequence, as follows:

              "'Depository' means, unless otherwise specified by the Corporation
            pursuant to either Section 203 or 302, with respect to Debentures of
            any series issuable or issued as a Global Debenture, The Depository
            Trust Company, New York, New York, or any successor thereto
            registered as a clearing agency under the Securities Exchange Act of
            1934, as amended, or other applicable statute or regulation."

              "'Global Debenture' means, with respect to any series of
            Debentures issued hereunder, a Debenture which is executed by the
            Corporation and authenticated and delivered by the Trustee to the
            Depository or pursuant to the Depository's instruction or retained
            by the Trustee pursuant to the Depository's instruction, all in
            accordance with this Indenture and any indenture supplemental
            hereto, if any, or Board Resolution and pursuant to a Corporation
            Request, which shall be registered in the name of the Depository or
            its nominee and which shall represent, and shall be denominated in
            an amount equal to the aggregate principal amount of, all of the
            Outstanding Debentures of such series or any portion thereof, in
            either case having the same terms, including, without limitation,
            the same original issue date, date or dates on which principal is
            due, and interest rate or method of determining interest."

              B. Section 101 of the Original Indenture is further amended by
amending the definition of "Corporate Trust Office" to read in its entirety as
follows:

              "'Corporate Trust Office' means the principal office of the
            Trustee in the The City of New York at which at any particular time
            its corporate trust business shall be administered, except that with
            respect to presentation of Debentures for payment or for
            registration of transfer or exchange and the location of the
            Debenture Register, such term shall mean the office or agency of the
            Trustee in The City of New York at which, at any particular time,
            its corporate agency business shall be conducted."

                                                                               5

              C. Section 101 of the Original Indenture is further amended to add
to the definition of the term "Paying Agent", after the word "Corporation",
the following:

              "The Corporation initially authorizes the Trustee to act as Paying
            Agent for the Debentures on its behalf. The Corporation may at any
            time and from time to time authorize one or more Persons to act as
            Paying Agent in addition to or in place of the Trustee with respect
            to any series of Debentures issued under this Indenture."

              D. Article Two of the Original Indenture is amended to add a new
Section 203, which reads in its entirety as follows:

              "SECTION 203. Debentures Issuable in the Form of a Global
            Debenture. (a) If the Corporation shall establish pursuant to
            Sections 201 and 302 that the Debentures of a particular series are
            to be issued in whole or in part in the form of one or more Global
            Debentures, then the Corporation shall execute and the Trustee or
            its agent shall, in accordance with Section 303 and the Corporation
            Request delivered to the Trustee or its agent thereunder,
            authenticate and deliver, such Global Debenture or Debentures, which
            (i) shall represent, and shall be denominated in an amount equal to
            the aggregate principal amount of, the Outstanding Debentures of
            such series to be represented by such Global Debenture or
            Debentures, or such portion thereof as the Corporation shall specify
            in a Corporation Request, (ii) shall be registered in the name of
            the Depository for such Global Debenture or Debentures or its
            nominee, (iii) shall be delivered by the Trustee or its agent to the
            Depository or pursuant to the Depository's instruction or retained
            by the Trustee pursuant to the Depository's instruction and (iv)
            shall bear a legend substantially to the following effect: 'Unless
            and until it is exchanged in whole or in part for the individual
            Debentures represented hereby this Global Debenture may not be
            transferred except as a whole by the Depository to a nominee of the
            Depository or by a nominee of the Depository to the Depository or
            another nominee of the Depository or by the Depository

                                                                               6

            or any such nominee to a successor Depository or a nominee of such
            successor Depository.'

              (b) Notwithstanding any other provision of this Section 203 or of
            Section 306, and subject to the provisions of paragraph (c) below,
            unless the terms of a Global Debenture expressly permit such Global
            Debenture to be exchanged in whole or in part for individual
            Debentures, a Global Debenture may be transferred, in whole but not
            in part and in the manner provided in Section 306, only to a nominee
            of the Depository for such Global Debenture, or to the Depository,
            or to a successor Depository for such Global Debenture selected or
            approved by the Corporation, or to a nominee of such successor
            Depository.

              (c) (i) If at any time the Depository for a Global Debenture
            notifies the Corporation that it is unwilling or unable to continue
            as Depository for such Global Debenture or if at any time the
            Depository with respect to any series of Debentures represented in
            whole or in part by a Global Debenture shall no longer be eligible
            or in good standing under the Securities Exchange Act of 1934, as
            amended, or other applicable statute or regulation, the Corporation
            shall appoint a successor Depository with respect to such Global
            Debenture. If a successor Depository for such Global Debenture is
            not appointed by the Corporation within 90 days after the
            Corporation receives such notice or becomes aware of such
            ineligibility, the Corporation will execute, and the Trustee or its
            agent, upon receipt of a Corporation request for the authentication
            and delivery of individual Debentures of such series in exchange for
            such Global Debenture, will authenticate and deliver, individual
            Debentures of such series of like tenor and terms in an aggregate
            principal amount equal to the principal amount of such Global
            Debenture in exchange for such Global Debenture.

              (ii) The Corporation may at any time and in its sole discretion
            determine that the Debentures of any series or portion thereof
            issued or issuable in the form of one or more Global Debentures
            shall no longer be represented by such Global Debenture or
            Debentures. In such event the Corporation will execute, and the
            Trustee, upon receipt of a Corporation Request for the
            authentication and delivery of individual Debentures of such series
            in exchange in whole or in part for such Global Debenture or
            Debentures, will authenticate and

                                                                               7

            deliver, individual Debentures of such series of like tenor and
            terms in definitive form in an aggregate principal amount equal to
            the principal amount of such Global Debenture or Debentures
            representing such series or portion thereof in exchange for such
            Global Debenture or Debentures.

              (iii) If specified by the Corporation pursuant to Sections 201 and
            302 with respect to Debentures issued or issuable in the form of a
            Global Debenture, the Depository for such Global Debenture may
            surrender such Global Debenture in exchange in whole or in part for
            individual Debentures of such series of like tenor and terms in
            definitive form on such terms as are acceptable to the Corporation
            and such Depository. Thereupon the Corporation shall execute, and
            the Trustee or its agent shall authenticate and deliver, without
            service charge, (1) to each Person specified by such Depository a
            new Debenture or Debentures of the same series of like tenor and
            terms and of any authorized denomination as requested by such Person
            in aggregate principal amount equal to and in exchange for such
            Person's beneficial interest in such Global Debenture and (2) to
            such Depository a new Global Debenture of like tenor and terms and
            in an authorized denomination equal to the difference, if any,
            between the principal amount of the surrendered Global Debenture and
            the aggregate principal amount of Debentures delivered to Holders
            thereof.

              (iv) In any exchange provided for in any of the preceding three
            paragraphs, the Corporation will execute, and the Trustee or its
            agent will authenticate and deliver, individual Debentures in
            definitive registered form in authorized denominations. Upon the
            exchange of the entire principal amount of a Global Debenture for
            individual Debentures, such Global Debenture shall be cancelled by
            the Trustee or its agent. Except as provided in the preceding
            paragraph, Debentures issued in exchange for a Global Debenture
            pursuant to this Section shall be registered in such names and in
            such authorized denominations as the Depository for such Global
            Debenture, pursuant to instructions from its direct or indirect
            participants or otherwise, shall instruct the Trustee or the
            Debenture Registrar. The Trustee or the Debenture Registrar shall
            deliver such Debentures to the Persons in whose names such
            Debentures are so registered."

                                                                               8

              E. Section 302 of the Original Indenture is amended to (i)
redesignate paragraph (o) as paragraph (p) and (ii) add a new paragraph (o) as
follows:

              "(o) issuance in whole or in part in the form of a Global
Debenture or Debentures; the terms and conditions, if any, upon which any such
Global Debenture or Debentures may be exchanged in whole or in part for other
individual Debentures; and the Depository for any such Global Debenture or
Debentures; and"

              F. The first paragraph of Section 306 of the Original Indenture is
amended by amending the second sentence of such paragraph to read in its
entirety as follows:

              "The Trustee is hereby initially appointed "Debenture Registrar"
            for the purpose of registering Registered Debentures and transfers
            of Registered Debentures as herein provided; provided, however, that
            the Corporation may at any time and from time to time authorize any
            Person to act as Debenture Registrar in place of the Trustee with
            respect to any series of Debentures issued under this Indenture.

              G. The second paragraph of Section 306 of the Original Indenture
is amended to add the words "Subject to Section 203," before the word "Upon" in
the first sentence of such paragraph.

              H. The third paragraph of Section 306 of the Original Indenture is
amended to add the words "Subject to Section 203," before the words "At the
option of the Holder thereof" in both the first and second sentences of such
paragraph.

                                                                               9

              I. The following paragraph is added at the end of Section 306 of
the Original Indenture:

              "None of the Corporation, the Trustee, any agent of the Trustee,
            any Paying Agent or the Debenture Registrar will have any
            responsibility or liability for any aspect of the records relating
            to or payments made on account of beneficial ownership interests of
            a Global Debenture or for maintaining, supervising or reviewing any
            records relating to such beneficial ownership interests."

              J. Article Three of the Original Indenture is amended to add a new
Section 314, which reads in its entirety as follows:

              "Section 314. Debentures Constituting Medium-term Notes. (a)
            Notwithstanding any contrary provision herein, if all Debentures of
            a series are not to be originally issued at one time, it shall not
            be necessary for the Corporation to deliver to the Trustee an
            Officers' Certificate, supplemental indenture, Opinion of Counsel,
            Corporation Request or other document otherwise required pursuant to
            Sections 102, 201, 302 and 304 at or prior to the time of
            authentication of each Debenture of such series if such documents
            are delivered to the Trustee or its agent at or prior to the
            authentication upon original issuance of the first Debenture of such
            series to be issued; provided that any subsequent instruction by the
            Corporation to the Trustee to authenticate Debentures of such series
            upon original issuance shall constitute a representation and
            warranty by the Corporation that as of the date of such instruction,
            the statements made in the Officers' Certificate delivered pursuant
            to Section 102 shall be true and correct as if made on such date.

              An Officers' Certificate delivered by the Corporation to the
            Trustee in the circumstances set forth in the preceding paragraph
            may provide that Debentures which are the subject thereof will be
            authenticated and delivered by the Trustee or its agent on original
            issue from time to time upon the telephonic or written order of
            Persons designated in such Officers' Certificate (any such
            telephonic

                                                                              10

            instructions to be promptly confirmed in writing by such persons)
            and that such Persons are authorized on behalf of the Pricing
            Committee to determine, consistent with such Officers' Certificate,
            such terms and conditions of said Debentures as are specified in
            such Officers' Certificate."

              (b) Notwithstanding any contrary provision herein, (i) Debentures
            of the series referred to as "Medium-Term Notes, Series A" (which
            Debentures are described in the Prospectus Supplement dated February
            1, 1991, to the Company's Prospectus dated November 14, 1988) shall
            not be required to be identical as set forth in the third sentence
            of Section 301, provided, however, that all Debentures of such
            series shall be identical in respect of covenants and Events of
            Default, and (ii) the terms of any Debenture of such series may be
            determined at the time of issuance of such Debenture by the Pricing
            Committee (or by any Person authorized to determine such terms on
            behalf of the Pricing Committee).

              K. Article Five of the Original Indenture is amended to add a new
Section 511, which reads in its entirety as follows:

              "SECTION 511. Record Dates for Action by Holders. If the
Corporation shall solicit from the Holders of Debentures of any series any
action (including the making of any demand or request, the giving of any
direction, notice, consent or waiver or the taking of any other action), the
Corporation may, at its option, by Board Resolution or action taken by the
Pricing Committee, fix in advance a record date for the determination of Holders
of Debentures entitled to take such action, but the Corporation shall have no
obligation to do so. Any such record date shall be fixed at the Corporation's
discretion. If such a record date is fixed, such action may be sought or given
before or after the record date, but only the Holders of Debentures of record at
the close of business on such record date shall be deemed to be Holders of
Debentures for the purpose of determining whether Holders of the requisite
proportion of Debentures of such series Outstanding have authorized or agreed or
consented to such action, and for that purpose the Debentures of such series
Outstanding shall be computed as of such record date."

 .

                                                                              11

               L. The second paragraph of Section 1102 of the Original Indenture
is amended to add the words "(or, in the case of any Global Debenture, the
Depository)" after the words "the Holder" and before the words "the Trustee' in
the third sentence of such paragraph.

               M. The fourth paragraph of Section 1102 of the Original Indenture
is amended to add the words "of like tenor and terms" after the words "the
Debentures" and before the words "are to be redeemed" in the first sentence of
such paragraph.

              N. The fourth paragraph of Section 1102 of the Original Indenture
is further amended to add the following sentence as the last sentence of such
paragraph:

              "Notwithstanding any of the foregoing, if less than all the
            Debentures of unlike tenor and terms of any series are to be
            redeemed, the particular Debentures to be redeemed shall be selected
            by the Corporation, and the notice shall specify the Debentures to
            be redeemed."

                                  ARTICLE THREE

                            MISCELLANEOUS PROVISIONS

              1. The Original Indenture, as amended and modified by this First
Supplemental Indenture, hereby is in all respects ratified, confirmed and
approved.

              2. This First Supplemental Indenture shall be construed in
connection with and as part of the Original Indenture.

                                                                              12

              3. This First Supplemental Indenture may be executed in any number
of counterparts, each of which shall be an original; but such counterparts shall
together constitute but one and the same instrument.

              4. The recitals contained herein shall not be taken as the
statements of the Corporation, and the Trustee assumes no responsibility for
their correctness. The Trustee makes no representation as to the validity or
sufficiency of this First Supplemental Indenture.

              5. This First Supplemental Indenture shall be governed by and
construed in accordance with the laws of the State of New York.

              The Chase Manhattan Bank (National Association) hereby accepts the
trusts in this First Supplemental Indenture declared and provided, upon the
terms and conditions hereinabove set forth.

                                                                              13

               IN WITNESS WHEREOF, ALLIED-SIGNAL INC. has caused this First
Supplemental Indenture to be duly signed and acknowledged by one of its officers
thereunto duly authorized, and its corporate seal to be affixed hereunto, and
the same to be attested by its Secretary or an Assistant Secretary; and THE
CHASE MANHATTAN BANK (NATIONAL ASSOCIATION) has caused this First
Supplemental Indenture to be duly signed and acknowledged by one of its officers
thereunto duly authorized, and its corporate seal to be affixed hereunto, and
the same to be attested by one of its officers thereunto duly authorized.

                                             ALLIED-SIGNAL INC.,

                                             By  /s/ R.C. Matthews
                                               ---------------------------
SEAL                                            Name: R.C. Matthews
                                                Title: Assistant Treasurer
Attest:

 /s/ H. B. Flanders, Jr.
- ----------------------------
Name: H. B. Flanders, Jr.
Title: Assistant Secretary

                                             THE CHASE MANHATTAN BANK
                                             (NATIONAL ASSOCIATION),

                                             By  /s/ Ann L. Edmonds
                                               -----------------------
SEAL                                           Name: Ann L. Edmonds
                                               Title: Vice President
Attest:

  /s/ Thomas Provenzano
- ------------------------
Name: Thomas Provenzano
Title: Assistant Secretary

                                                                              14

STATE OF NEW JERSEY,  )
                      )  ss.:
     COUNTY OF MORRIS )

               Personally appeared before me the undersigned, a Notary Public in
and for said County,             and                , to me known and known
to me to be respectively             and                 of Allied-Signal Inc.,
one of the corporations which executed the foregoing instrument, who severally
acknowledged that they did sign and seal said instrument as such officers for
and on behalf of said corporation, and that the same is their free act and deed
as such officers, and the free and corporate act and deed of said Allied-Signal
Inc.; that they were duly authorized thereunto by its board of directors; and
that the seal affixed to said instrument is the corporate seal of said
corporation.

               IN WITNESS WHEREOF I have hereunto set my hand and official seal
this              day of February 1991.

                                           ---------------------------
                                                  Notary Public

[Notarial Seal]

STATE OF NEW YORK,    )
                      ) ss.:
COUNTY OF NEW YORK    )

               Personally appeared before me the undersigned, a Notary Public in
and for said County,                   and                   , to me known
and known to me to be respectively                       and                 of
THE CHASE MANHATTAN BANK (NATIONAL ASSOCIATION), one of the corporations which
executed the foregoing instrument, who severally acknowledged that they did sign
and seal said instrument as such officers for and on behalf of said corporation,
and that the same is their free act and deed as such officers, and the free and
corporate act and deed of said THE CHASE MANHATTAN BANK (NATIONAL ASSOCIATION);
that they were duly authorized thereunto by its board of directors; and that the
seal affixed to said instrument is the corporate seal of said corporation.

               IN WITNESS WHEREOF, I have hereunto set my hand and official seal
this          day of February 1991.

                                              ---------------------
                                                  Notary Public

[Notarial Seal]

 

Exhibit T3E.1 - Offering Circular, dated as of May 20, 1998:

OFFERING CIRCULAR
 
                                     [LOGO]
 
                               OFFER TO EXCHANGE
                             NOTES DUE JULY 1, 2005
 
                       FOR ANY AND ALL OF ITS OUTSTANDING
           9 7/8% DEBENTURES DUE JUNE 1, 2002   Cusip No. 019512 AD4
                       AND ANY AND ALL OF ITS OUTSTANDING
         9.20% DEBENTURES DUE FEBRUARY 15, 2003   Cusip No. 019512 AG7
 
THE EXCHANGE OFFER AND WITHDRAWAL RIGHTS WILL EXPIRE AT 5:00 P.M., NEW YORK CITY
TIME, ON THURSDAY, JUNE 18, 1998, UNLESS EXTENDED (THE 'EXPIRATION DATE').
 
     ALLIEDSIGNAL INC. (the 'Company') hereby offers, upon the terms and subject
to the conditions set forth in this Offering Circular (the 'Offering Circular')
and the accompanying Letter of Transmittal (which together constitute the
'Exchange Offer'), to exchange its Notes Due July 1, 2005 (the 'New Notes'), in
an aggregate principal amount to be determined in the manner set forth herein,
for any and all of its $250,000,000 aggregate principal amount of issued and
outstanding 9 7/8% Debentures Due June 1, 2002 (the 'Old 2002 Debentures') and
for any and all of its $100,000,000 aggregate principal amount of issued and
outstanding 9.20% Debentures Due February 15, 2003 (the 'Old 2003 Debentures'
and together with the Old 2002 Debentures the 'Old Debentures') from the
registered holders thereof. See 'Description of New Notes'. The New Notes will
evidence a new series of debt and will be issued pursuant to, and entitled to
the benefits of, an Indenture, dated as of October 1, 1985 between the Company
and The Chase Manhattan Bank, as trustee, as supplemented by the First
Supplemental Indenture dated as of February 1, 1991 and by the Second
Supplemental Indenture dated as of November 1, 1997 (as so supplemented, the
'Indenture'). Although the Old Debentures are listed on the New York Stock
Exchange (the 'NYSE'), the Company does not intend to apply for listing of the
New Notes on the NYSE or any other exchange.
 
                                             (cover page continued on next page)
 
                                ---------------
 
     SEE 'RISK FACTORS' ON PAGE 13 FOR A DISCUSSION OF CERTAIN FACTORS THAT
SHOULD BE CONSIDERED IN EVALUATING THE EXCHANGE OFFER.

                                ---------------
 
THE OFFER OF THE SECURITIES CONTEMPLATED IN THE EXCHANGE OFFER IS MADE PURSUANT
 TO  THE EXEMPTION  FROM  THE REGISTRATION  REQUIREMENTS  OF  SECTION 5 OF THE
   SECURITIES ACT OF 1933,  AS AMENDED  (THE  'SECURITIES  ACT'), PROVIDED BY
    SECTION 3(A)(9) THEREOF AND,  ACCORDINGLY, THE  OFFER OF SUCH SECURITIES
      HAS NOT BEEN  REGISTERED WITH THE SECURITIES AND EXCHANGE COMMISSION.
 
THE  SECURITIES  OFFERED HEREBY  HAVE NOT  BEEN APPROVED  OR DISAPPROVED  BY THE
 SECURITIES  AND EXCHANGE  COMMISSION OR  ANY STATE  SECURITIES  COMMISSION NOR
   HAS  THE SECURITIES  AND  EXCHANGE  COMMISSION  OR  ANY  STATE  SECURITIES
    COMMISSION  PASSED  UPON  THE  ACCURACY  OR  ADEQUACY  OF  THIS OFFERING
       CIRCULAR. ANY REPRESENTATION TO THE CONTRARY IS A CRIMINAL OFFENSE.
                                ---------------
 
              The date of this Offering Circular is May 20, 1998.

(continued from cover page)
 
     The Company will accept for exchange any and all Old Debentures validly
tendered and not withdrawn prior to the Expiration Date. Old Debentures may be
tendered only in denominations of $1,000 or an integral multiple thereof. See
'The Exchange Offer -- Procedures for Tendering Old Debentures'. The Exchange
Offer is subject to certain customary conditions. See 'The Exchange
Offer -- Conditions to the Exchange Offer'.
 
     The New Notes will bear interest at a rate that will be different than the
interest rate on the Old Debentures, as described herein. For the New Notes, the
per annum interest rate (the 'New Coupon') will be equal to the Reference Yield
of the New Notes (as defined herein) rounded downward to the nearest 1/8th of
one percent. The 'Reference Yield of the New Notes' will equal (i) the yield to
maturity of the 6 1/2% U.S. Treasury Note due May 15, 2005 (the '7 Year
Benchmark Rate') plus (ii) 50 basis points. Each holder exchanging Old
Debentures for New Notes pursuant hereto will receive, in exchange for each
$1,000 in aggregate principal amount of Old Debentures exchanged, New Notes in a
principal amount (rounded to the nearest cent, with $0.005 to be taken as a full
cent) equal to (a) $1,000 times (b) the Old Debenture Exchange Price (as defined
herein) divided by (c) the New Note Exchange Price (as defined herein); provided
that New Notes will only be issued in denominations of $1,000 or integral
multiples thereof. In addition, each holder exchanging Old Debentures for New
Notes pursuant hereto will receive on the Exchange Date (as defined herein) an
amount in cash due to rounding the aggregate principal amount of New Notes
issuable to such holder downward to the nearest $1,000. All calculations,
including calculations of the New Note Exchange Price, the Old 2002 Debenture
Exchange Price and the Old 2003 Debenture Exchange Price, will be made in
accordance with standard market practice and in a manner consistent with the
methodology set forth in Schedule A and consistent with the hypothetical
calculations set forth in Schedules B through D. See 'The Exchange
Offer -- Calculations; Information; Payment'.
 
     The 'New Note Exchange Price' will be a price per $1,000 aggregate
principal amount of New Notes (calculated as described herein and rounded to the
nearest cent, with $0.005 to be taken as a full cent) intended to result in a
yield to maturity on the Exchange Date equal to the Reference Yield of the New
Notes. See 'The Exchange Offer -- Terms of the Exchange Offer' and ' -- Summary
of Terms'.
 
     The 'Old 2002 Debenture Exchange Price' will be a price per $1,000
principal amount of the Old 2002 Debentures (calculated as described herein and
rounded to the nearest cent, with $0.005 to be taken as a full cent) intended to
result in a yield to maturity on the Exchange Date equal to the sum of (a) the
yield to maturity of the 5 3/4% U.S. Treasury Note due April 30, 2003 (the '5
Year Benchmark Rate') and (b) 25 basis points. See 'The Exchange Offer -- Terms
of the Exchange Offer'.
 
     The 'Old 2003 Debenture Exchange Price' will be a price per $1,000
principal amount of the Old 2003 Debentures (calculated as described herein and
rounded to the nearest cent, with $0.005 to be taken as a full cent) intended to
result in a yield to maturity on the Exchange Date equal to the sum of (a) the 5
Year Benchmark Rate and (b) 28 basis points. The Old 2002 Debenture Exchange
Price and the Old 2003 Debenture Exchange Price are referred to collectively
herein as the 'Old Debenture Exchange Prices' and individually as an 'Old
Debenture Exchange Price'. See 'The Exchange Offer -- Terms of the Exchange
Offer'.
 
     Interest accrued on the Old Debentures from the last interest payment to
which interest has been paid or duly provided for (June 1, 1998 in the case of
the Old 2002 Debentures and February 15, 1998 in the case of the Old 2003
Debentures) to, but excluding, the Exchange Date, along with interest on the New
Notes accruing from the Exchange Date at the New Coupon to, but excluding, the
first interest payment date, will be paid on July 1, 1998. The interest payment
dates on the New Notes will be January 1 and July 1 of each year commencing July
1, 1998. The 'Exchange Date' will be the fifth business day following the
Expiration Date (i.e., June 25, 1998, unless the Expiration Date is extended).
 
(cover page continued on the next page)
 
                                       2

(continued from previous page)
 
     The New Coupon, New Note Exchange Price, Old Debenture Exchange Prices,
Benchmark Treasury Rates and the Reference Yield of the New Notes will be
determined as of 3:00 p.m., New York City time, on June 16, 1998, unless the
Exchange Offer is extended by more than three business days, in which case they
will be determined at such time on the second business day prior to the
Expiration Date (the 'Price Determination Date').
 
     The purpose of the Exchange Offer is to take advantage of currently
available interest rates by exchanging a portion of the Company's long-term debt
portfolio upon terms which the Company believes are more beneficial to it. The
Company intends to accomplish this objective by extending the overall maturity
of a portion of its long-term debt portfolio.
 
     Based on an interpretation by the staff of the Division of Corporation
Finance of the Securities and Exchange Commission (the 'Commission'), the
Company believes that the New Notes issued pursuant to the Exchange Offer may be
offered for resale, resold and otherwise transferred by any holder thereof
without compliance with the registration requirements of the Securities Act.
 
     The Company has not entered into any arrangement or understanding with any
person to distribute the New Notes to be received in the Exchange Offer and, to
the best of the Company's information and belief, each person participating in
the Exchange Offer is acquiring the New Notes in the ordinary course of business
and has no arrangement or understanding with any person to participate in the
distribution of the New Notes.
 
     The Company has made no arrangements for and has no understanding with any
dealer, salesman or other person regarding the solicitation of tenders
hereunder, and no person has been authorized by the Company to give any
information or to make any representations in connection with the Exchange Offer
other than those contained or incorporated by reference in this Offering
Circular and, if given or made, such other information or representations must
not be relied upon as having been authorized. Neither the delivery of this
Offering Circular nor the exchange of New Notes for Old Debentures shall, under
any circumstances, create any implication that the information contained herein
is correct as of any time subsequent to the date hereof.
 
     The Company will not receive any proceeds from the Exchange Offer. The
Company has agreed to bear the expenses of the Exchange Offer.
 
     The Exchange Agent (as defined herein) and The Depository Trust Company
('DTC') have confirmed that the Exchange Offer is eligible for the DTC Automated
Tender Offer Program ('ATOP'). Accordingly, DTC participants may electronically
transmit their acceptance of the Exchange Offer by causing DTC to transfer Old
Debentures to the Exchange Agent in accordance with DTC's ATOP procedures for
such a transfer. DTC will then send an Agent's Message (as defined herein) to
the Exchange Agent.
 
                                       3

     NONE OF THE COMPANY, THE BOARD OF DIRECTORS OF THE COMPANY, THE EXECUTIVE
OFFICERS OF THE COMPANY, THE FINANCIAL ADVISOR, THE INFORMATION AGENT OR THE
EXCHANGE AGENT MAKES ANY RECOMMENDATION TO HOLDERS OF THE OLD DEBENTURES AS TO
WHETHER TO EXCHANGE OR REFRAIN FROM EXCHANGING THEIR OLD DEBENTURES. IN
ADDITION, NO ONE HAS BEEN AUTHORIZED TO MAKE ANY SUCH RECOMMENDATION. HOLDERS OF
OLD DEBENTURES MUST MAKE THEIR OWN DECISION WHETHER TO EXCHANGE OLD DEBENTURES
PURSUANT TO THE EXCHANGE OFFER AND, IF SO, THE AGGREGATE PRINCIPAL AMOUNT OF OLD
DEBENTURES TO EXCHANGE.
 
     THE EXCHANGE OFFER IS NOT BEING MADE TO, NOR WILL THE COMPANY ACCEPT
TENDERS FOR EXCHANGE FROM, HOLDERS OF OLD DEBENTURES IN ANY JURISDICTION IN
WHICH THE EXCHANGE OFFER OR THE ACCEPTANCE THEREOF WOULD NOT BE IN COMPLIANCE
WITH THE SECURITIES OR BLUE SKY LAWS OF SUCH JURISDICTION.
 
                             AVAILABLE INFORMATION
 
     The Company is subject to the informational requirements of the Securities
Exchange Act of 1934 (the 'Exchange Act') and in accordance therewith files
reports and other information with the Securities and Exchange Commission (the
'Commission'). Reports, proxy statements and other information filed by the
Company with the Commission can be inspected and copied at the public reference
facilities maintained by the Commission at 450 Fifth Street, N.W., Washington,
DC 20549 and at the following Regional Offices of the Commission: 7 World Trade
Center, New York, New York 10048; and Citicorp Center, 500 West Madison Street,
Suite 1400, Chicago, Illinois 60661. Copies of such material can be obtained
from the Public Reference Section of the Commission, 450 Fifth Street, N.W.,
Washington, DC 20549, at prescribed rates. The Commission maintains an Internet
web site at http://www.sec.gov/ that contains such reports, proxy statements and
other information. Such reports, proxy statements and other information of the
Company should also be available for inspection at the offices of the New York
Stock Exchange Inc., 20 Broad Street, New York, New York 10005; the Chicago
Stock Exchange, One Financial Place, 440 South LaSalle Street, Chicago,
Illinois, 60605; and the Pacific Stock Exchange, 301 Pine Street, San Francisco,
California 94104.
 
     The Company has instructed the Financial Advisor, the Exchange Agent and
the Information Agent not to solicit exchanges in connection with the Exchange
Offer or to make any recommendation with respect to acceptance or rejection of
the Exchange Offer. Solicitations will be made solely by employees of the
Company. The Financial Advisor, the Exchange Agent and the Information Agent
will answer any questions from holders of the Old Debentures with respect to the
Exchange Offer solely by reference to the terms of this Offering Circular and
holders may contact the Financial Advisor, the Exchange Agent and the
Information Agent at the addresses and telephone numbers listed below. Holders
of the Old Debentures who have any questions regarding the mechanics of the
Exchange Offer should contact either the Exchange Agent or the Information
Agent. In addition, all questions with respect to the Exchange Offer may be
directed to the Company (Assistant Treasurer, telephone number (973) 455-5109).

                                                               
                   Financial Advisor                                         Information Agent
                  GOLDMAN, SACHS & CO.                                    GEORGESON & COMPANY INC.
                    85 Broad Street                                          Wall Street Plaza
                New York, New York 10004                                 88 Pine Street, 30th Floor
                     (800) 828-3182                                       New York, New York 10005
                                                                      Banks and brokers call collect:
                                                                               (212) 440-9800
                                                                         All others call toll-free:
                                                                               (800) 223-2064

                                                                      
                                                 Exchange Agent
                                            THE CHASE MANHATTAN BANK
              By Fax:                    By Hand or Overnight Courier:                    By Mail:
           (214) 672-5932                   The Chase Manhattan Bank              The Chase Manhattan Bank
       Attention: Frank Ivins            c/o Chase Bank of Texas, N.A.         c/o Chase Bank of Texas, N.A.
                                            Corporate Trust Services              Corporate Trust Services
                                                1201 Main Street                      P.O. Box 219052
                                                   18th Floor                     Dallas, Texas 75221-9052
                                              Dallas, Texas 75202                  Attention: Frank Ivins
                                             Attention: Frank Ivins
                                             Phone: (214) 672-5678

                                       4

                INCORPORATION OF CERTAIN DOCUMENTS BY REFERENCE
 
     The following documents filed with the Commission by the Company are
incorporated herein by reference:
 
          (1) the Company's Annual Report on Form 10-K for the year ended
     December 31, 1997;
 
          (2) the Company's Quarterly Report on Form 10-Q for the quarter ended
     March 31, 1998;
 
          (3) the Company's Current Reports on Form 8-K filed on January 15,
     February 2, February 5, February 18, February 23, March 18, April 22 and
     April 28, 1998; and
 
          (4) the Company's Application on Form T-3 filed on May 20, 1998.
 
     All reports and other documents filed by the Company pursuant to Sections
13(a), 13(c), 14 or 15(d) of the Securities Exchange Act of 1934 after the date
of this Offering Circular and prior to the termination of the offering of the
New Debentures shall be deemed to be incorporated by reference in this Offering
Circular and to be part hereof from the date of filing of such documents. Any
statement contained herein or in a document incorporated or deemed to be
incorporated by reference herein shall be modified or superseded for purposes of
this Offering Circular 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
statement so modified or superseded shall not be deemed, except as so modified
or superseded, to constitute a part of this Offering Circular.
 
     A copy of the documents incorporated by reference (other than exhibits
thereto) will be forwarded without charge to each person to whom this Offering
Circular is delivered, upon such person's written or oral request to
AlliedSignal Inc., Office of the Secretary, P.O. Box 4000, Morristown, New
Jersey 07962, telephone number (973) 455-5067.
 
                                       5

                           OFFERING CIRCULAR SUMMARY
 
     The following summary is qualified in its entirety by the more detailed
information appearing elsewhere, or incorporated by reference, in this Offering
Circular. See 'Risk Factors' on page 13 for a discussion of certain factors that
should be considered in connection with the Exchange Offer and the New Notes
offered hereby.
 
                                  THE COMPANY
 
     The Company is an advanced technology and manufacturing company serving
customers worldwide with aerospace and automotive products, chemicals, fibers,
plastics and advanced materials. The Company is organized into eleven strategic
business units. The Company's products are used by many major industries,
including textiles, construction, plastics, electronics, automotive, chemicals,
housing, telecommunications, utilities, packaging, agriculture, military and
commercial aviation and aerospace and in the space program.
 
     The principal executive offices of the Company are located at 101 Columbia
Road, Morris Township, New Jersey 07962. The telephone number is (973) 455-2000.
 
                               THE EXCHANGE OFFER

                                         
The Exchange Offer........................  Upon the terms and subject to the conditions of the Exchange Offer,
                                            the Company is offering to any holder in exchange for any and all of
                                            its $250,000,000 Old 2002 Debentures and for any and all of its
                                            $100,000,000 Old 2003 Debentures newly issued New Notes in principal
                                            amount to be determined as described below.
                                            For the New Notes, the per annum interest rate (the 'New Coupon')
                                            will be equal to the Reference Yield of the New Notes (as defined
                                            herein) rounded downward to the nearest 1/8th of one percent. The
                                            'Reference Yield of the New Notes' will equal (i) the 7 Year
                                            Benchmark Rate plus (ii) 50 basis points. Each holder exchanging Old
                                            Debentures for New Notes pursuant hereto will receive, in exchange
                                            for each $1,000 in aggregate principal amount of Old Debentures
                                            exchanged, New Notes in a principal amount (rounded to the nearest
                                            cent, with $0.005 to be taken as a full cent) equal to (a) $1,000
                                            times (b) the Old Debenture Exchange Price (as defined herein)
                                            divided by (c) the New Note Exchange Price (as defined herein);
                                            provided that New Notes will only be issued in denominations of
                                            $1,000 or integral multiples thereof. In addition, each holder
                                            exchanging Old Debentures for New Notes pursuant hereto will receive
                                            on the Exchange Date (as defined herein) an amount in cash due to
                                            rounding the aggregate principal amount of New Notes issuable to such
                                            holder downward to the nearest $1,000. See 'The Exchange
                                            Offer -- Calculations; Information; Payment'.
                                            The 'New Note Exchange Price' will be a price per $1,000 aggregate
                                            principal amount of New Notes (calculated as described herein and
                                            rounded to the nearest cent, with $0.005 to be taken as a full cent)
                                            intended to result in a yield to maturity on the Exchange Date equal
                                            to the Reference Yield

                                       6

 

                                            of the New Notes. See 'The Exchange Offer -- Terms of the Exchange
                                            Offer' and ' -- Summary of Terms'.
                                            The 'Old 2002 Debenture Exchange Price' will be a price per $1,000
                                            principal amount of the Old 2002 Debentures (calculated as described
                                            herein and rounded to the nearest cent, with $0.005 to be taken as a
                                            full cent) intended to result in a yield to maturity on the Exchange
                                            Date equal to the sum of (a) the 5 Year Benchmark Rate and (b) 25
                                            basis points. See 'The Exchange Offer -- Terms of the Exchange Offer'
                                            and ' -- Summary of Terms'.
                                            The 'Old 2003 Debenture Exchange Price' will be a price per $1,000
                                            principal amount of the Old 2003 Debentures (calculated as described
                                            herein and rounded to the nearest cent, with $0.005 to be taken as a
                                            full cent) intended to result in a yield to maturity on the Exchange
                                            Date equal to the sum of (a) the 5 Year Benchmark Rate and (b) 28
                                            basis points. See 'The Exchange Offer -- Terms of the Exchange Offer'
                                            and ' -- Summary of Terms'.
                                            The Old 2002 Debenture Exchange Price and the Old 2003 Debenture
                                            Exchange Price are referred to collectively herein as the 'Old
                                            Debenture Exchange Prices' and individually as an 'Old Debenture
                                            Exchange Price'. See 'The Exchange Offer -- Terms of the Exchange
                                            Offer'.
                                            The New Coupon, New Note Exchange Price, Old Debenture Exchange
                                            Prices, Benchmark Treasury Rates and Reference Yield of the New Notes
                                            will be determined as of 3:00 p.m., New York City time, on June 16,
                                            1998, unless the Exchange Offer is extended by more than three
                                            business days, in which case they will be determined at such time on
                                            the second business day prior to the Expiration Date (the 'Price
                                            Determination Date').
                                            Interest accrued on the Old Debentures from the last interest payment
                                            to which interest has been paid or duly provided for (June 1, 1998 in
                                            the case of the Old 2002 Debentures and February 15, 1998 in the case
                                            of the Old 2003 Debentures) to, but excluding, the Exchange Date,
                                            along with interest on the New Notes accruing from the Exchange Date
                                            at the New Coupon to, but excluding, the first interest payment date,
                                            will be paid on July 1, 1998. The interest payment dates on the New
                                            Notes will be January 1 and July 1 of each year commencing July 1,
                                            1998. The 'Exchange Date' will be the fifth business day following
                                            the Expiration Date (i.e., June 25, 1998, unless the Expiration Date
                                            is extended).
                                            The New Notes will constitute, and the Old Debentures constitute,
                                            direct, unsecured and unsubordinated obligations of the Company.
Calculations..............................  The New Note Exchange Price, Old Debenture Exchange Prices, Reference
                                            Yield of the New Notes, Benchmark

                                       7

 

                                            Treasury Rates and the New Coupon, will be determined as described
                                            and illustrated in the section 'The Exchange Offer -- Calculations;
                                            Information; Payment' and in Schedules A through D attached hereto.
Information...............................  As soon as practicable after the Price Determination Date, but in any
                                            event before 9:00 a.m., New York City time, on the following business
                                            day, the Company will publicly announce by press release to the Dow
                                            Jones News Service: the Benchmark Treasury Rates, the Reference Yield
                                            of New Notes, the New Note Exchange Price, the Old Debenture Exchange
                                            Price and the New Coupon.
                                            During the term of the Exchange Offer, holders of the Old Debentures
                                            can obtain current information regarding the Benchmark Treasury
                                            Rates, Reference Yield of the New Notes, Old Debenture Exchange
                                            Price, New Note Exchange Price and other information regarding the
                                            terms of the Exchange Offer from the Financial Advisor at (800)
                                            828-3182. In addition, the Company intends to publish information
                                            about the Exchange Offer, including the information described in the
                                            preceding paragraph when available, on the MCM 'CorporateWatch'
                                            Service on Telerate pages 41926-7 and on Bloomberg pages 7626-7.
Old 2002 Debentures Outstanding...........  As of the date hereof, $250,000,000 aggregate principal amount of Old
                                            2002 Debentures are outstanding.
Old 2003 Debentures Outstanding...........  As of the date hereof, $100,000,000 aggregate principal amount of Old
                                            2003 Debentures are outstanding.
Conditions to the Exchange Offer..........  Consummation of the Exchange Offer is conditioned upon certain
                                            customary conditions described herein. The Company may, in its sole
                                            discretion, waive any condition with respect to the Exchange Offer
                                            and accept for exchange any Old Debentures tendered. See 'The
                                            Exchange Offer -- Conditions to the Exchange Offer'.
Expiration Date; Extensions;
Termination; Amendments...................  The Exchange Offer will expire at 5:00 p.m., New York City time, on
                                            June 18, 1998 or at such later time and date to which the Exchange
                                            Offer may be extended by the Company in accordance with the
                                            procedures described herein. The Company reserves the right to extend
                                            or terminate the Exchange Offer. See 'The Exchange
                                            Offer -- Expiration Date; Extensions; Termination; Amendments'.
                                            If the Exchange Offer is extended for a period longer than three
                                            business days from the previously scheduled Expiration Date, then a
                                            new Price Determination Date, which would be two business days prior
                                            to the new Expiration Date, may be established. If the extension is
                                            for three business days or less, no new Price Determination Date will
                                            be established and the New Coupon will remain as determined on the
                                            Price Determination Date prior to the extension of the Exchange
                                            Offer.

                                       8

 

                                            If the consideration offered with respect to the Exchange Offer is
                                            changed or if any other amendment to the terms of the Exchange Offer
                                            is made that, in the opinion of the Company, would be adverse to the
                                            interests of the holders tendering Old Debentures for exchange, the
                                            Exchange Offer will remain open for at least five business days from
                                            the date public notice of such change or amendment is given.
Certain U.S. Federal Income Tax
Consequences..............................  The exchange of Old Debentures for New Notes pursuant to the Exchange
                                            Offer should constitute a reorganization for U.S. Federal income tax
                                            purposes. Holders of Old Debentures that participate in the Exchange
                                            Offer should recognize no loss on the exchange but should recognize
                                            gain, if any, to the extent of the sum of the amount of money
                                            received in lieu of a fractional New Note and the fair market value
                                            of any excess of the principal amount of the New Notes received over
                                            the principal amount of the Old Debentures surrendered. See 'Certain
                                            U.S. Federal Income Tax Consequences'.
Tender of Old Debentures..................  Old Debentures may be tendered for exchange only in denominations of
                                            $1,000 or an integral multiple thereof. To tender certificated Old
                                            2002 Debentures pursuant to the Exchange Offer, holders must deliver
                                            their Old Debentures together with a properly completed and duly
                                            executed appropriate Letter of Transmittal to the Exchange Agent or
                                            the procedures for book-entry transfer must be used. If Old
                                            Debentures are held by a broker, dealer, commercial bank, trust
                                            company or other nominee (individually, a 'Custodian' and
                                            collectively, the 'Custodians'), the beneficial owner thereof must
                                            instruct such Custodian to tender such Old Debentures on its behalf.
                                            The Old 2003 Debentures are held in book-entry form through DTC.
                                            Beneficial owners of Old 2003 Debentures and beneficial owners of
                                            uncertificated Old 2002 Debentures must contact the broker, dealer,
                                            commercial bank, trust company or other nominee, any of which may be
                                            a DTC participant ('Custodian'), through whom such Old 2003
                                            Debentures are held and direct such Custodian to tender such Old 2003
                                            Debentures pursuant to the Exchange Offer. All tenders must be made
                                            on or prior to the Expiration Date. See 'The Exchange
                                            Offer -- Procedures for Tendering Old Debentures'.
                                            New Notes will be delivered only in book-entry form through DTC.
                                            Accordingly, holders who anticipate tendering and whose Old
                                            Debentures are not held through DTC are urged to contact promptly a
                                            Custodian that has the capability to hold securities through DTC, to
                                            arrange for receipt of any New Notes to be delivered pursuant to the
                                            Exchange Offer and to obtain the information necessary to provide the
                                            required DTC participant and account information in the relevant
                                            Letter of Transmittal. See 'The Exchange Offer -- Proper Execution
                                            and Delivery of Letter of Transmittal'.

                                       9

 

Guaranteed Delivery.......................  Holders of Old Debentures who wish to tender their Old Debentures and
                                            who cannot deliver their Old Debentures or the Letter of Transmittal
                                            to the Exchange Agent, prior to the Expiration Date, or if the
                                            procedures for book-entry transfer cannot be completed on a timely
                                            basis, must tender their Old Debentures pursuant to the guaranteed
                                            delivery procedures set forth in 'The Exchange Offer -- Guaranteed
                                            Delivery Procedures'.
Acceptance of Old Debentures;
Delivery of New Notes.....................  Upon the terms and subject to the conditions of the Exchange Offer,
                                            the Company will exchange (and thereby acquire) any and all Old
                                            Debentures that are properly tendered and not withdrawn prior to the
                                            Expiration Date. New Notes will be delivered only in book-entry form
                                            through DTC. New Notes and any amounts due in respect of rounding the
                                            aggregate principal amount of New Notes issuable downward to the
                                            nearest $1,000, will be delivered on the fifth business day following
                                            the Expiration Date. See 'The Exchange Offer -- Acceptance of Old
                                            Debentures Tendered for Exchange; Delivery of New Notes'.
Withdrawal Rights.........................  Tenders of Old Debentures for exchange may be withdrawn at any time
                                            prior to the Expiration Date. Withdrawal of tendered Old Debentures
                                            will be deemed a rejection of the Exchange Offer. See 'The Exchange
                                            Offer -- Withdrawal Rights'.
Exchange Agent............................  The Chase Manhattan Bank
Information Agent.........................  Georgeson & Company Inc.
                                            Wall Street Plaza
                                            88 Pine Street, 30th Floor
                                            New York, New York 10005
                                            Banks and brokers call collect: (212) 440-9800
                                            All others call toll-free: (800) 223-2064

                                       10

 

                                                  THE NEW NOTES
Issuer....................................  AlliedSignal Inc.
Indenture.................................  The New Notes will be issued under the Indenture dated as of October
                                            1, 1985 between the Company and The Chase Manhattan Bank, as
                                            supplemented by the First Supplemental Indenture dated as of February
                                            1, 1991 and the Second Supplemental Indenture dated as of November 1,
                                            1997. For a discussion of certain changes to the Indenture as a
                                            result of the Second Supplemental Indenture, see 'Description of New
                                            Notes -- Other Provisions'.
Principal Amount Offered..................  An amount to be determined in accordance with the procedures
                                            described herein. See 'The Exchange Offer -- Terms of the Exchange
                                            Offer'.
Maturity Date.............................  July 1, 2005. The New Notes are not subject to redemption prior to
                                            maturity.
Interest..................................  Interest will be paid each January 1 and July 1, commencing July 1,
                                            1998. Interest will be calculated on the basis of a 360-day year
                                            consisting of twelve 30-day months. The July 1, 1998 interest payment
                                            will include interest accruing on the New Notes from the Exchange
                                            Date to, but not including, July 1, 1998.
Interest Rate.............................  The New Coupon determined as provided herein.
Rating....................................  As of the date hereof, the Company's unsecured senior debt
                                            securities, including the Old Debentures, are rated A2 by Moody's
                                            Investors Service, Inc. ('Moody's') and A by Standard & Poor's
                                            Ratings Group, a division of The McGraw-Hill Companies ('S&P'). The
                                            Company does not intend to obtain ratings on the New Debentures,
                                            however, the Company believes that if the New Debentures were rated
                                            they would receive ratings equivalent to those assigned from time to
                                            time to the Old Debentures. A credit rating is not a recommendation
                                            to buy, sell or hold securities and may be subject to revision or
                                            withdrawal at any time by the assigning rating agency.
Ranking...................................  The New Notes will be unsecured and unsubordinated obligations of the
                                            Company and will rank pari passu with all other unsecured and
                                            unsubordinated indebtedness of the Company.
Form......................................  The New Notes will be represented by one or more global notes
                                            registered in the name of DTC's nominee ('Global Notes'). Beneficial
                                            interests in the Global Notes will be shown on, and transfers thereof
                                            will be effected only through, records maintained by DTC and its
                                            participants. Except as described herein, New Notes in definitive
                                            form will not be issued. The New Notes will trade in DTC's Same-Day
                                            Funds Settlement System until maturity, and secondary market trading
                                            activity for the New Notes will therefore settle in immediately
                                            available funds. All payments of principal and interest will be made
                                            by

                                       11

 

                                            the Company in immediately available funds. See 'Description of New
                                            Notes -- Same-Day Settlement and Payment'.
Listing...................................  Although the Old Debentures are listed on the NYSE, the Company does
                                            not intend to apply for listing of the New Notes on the NYSE or any
                                            other exchange.
Use of Proceeds...........................  The New Notes will be issued only in exchange for the Old Debentures.
                                            The Company will not receive any cash proceeds from the issuance of
                                            the New Notes.

                                       12

                                  RISK FACTORS
 
     In deciding whether to participate in the Exchange Offer, each holder
should consider carefully, in addition to the other information contained in the
Offering Circular, the factors listed below.
 
     A debt security with a smaller outstanding aggregate principal amount may
command a lower price than would an otherwise identical debt security with a
larger outstanding aggregate principal amount. Depending upon, among other
things, the aggregate principal amount of Old Debentures outstanding after the
Exchange Offer, the trading market for the Old Debentures may be more limited,
which may, therefore, adversely affect the liquidity and market price of the Old
Debentures. Similarly, depending upon, among other things, the aggregate
principal amount of the New Notes outstanding after the Exchange Offer with
respect to the Old 2002 Debentures and the Old 2003 Debentures, the trading
market for the New Notes may be limited, which may, therefore, adversely affect
the liquidity and market price of the New Notes. In addition to the respective
aggregate principal amounts outstanding, the trading market for the Old
Debentures not tendered pursuant to the Exchange Offer and for the New Notes
will depend upon, among other things, the number of holders of each and the
degree to which securities firms maintain a market in the securities. In
addition, although the Old Debentures are listed for trading on the NYSE, the
Company does not intend to apply for listing of the New Notes on the NYSE or any
other exchange.
 
                                  THE COMPANY
 
     The Company is an advanced technology and manufacturing company serving
customers worldwide with aerospace and automotive products, chemicals, fibers,
plastics and advanced materials. The Company is organized into eleven strategic
business units. The Company's products are used by many major industries,
including textiles, construction, plastics, electronics, automotive, chemicals,
housing, telecommunications, utilities, packaging, agriculture, military and
commercial aviation and aerospace and in the space program.
 
     The principal executive offices of the Company are located at 101 Columbia
Road, Morris Township, New Jersey 07962. The telephone number is (973) 455-2000.
 
                                       13

                               THE EXCHANGE OFFER
 
PURPOSE OF THE EXCHANGE OFFER
 
     The purpose of the Exchange Offer is to take advantage of currently
available interest rates by exchanging a portion of the Company's long-term debt
portfolio upon terms which the Company believes are more beneficial to it. The
Company intends to accomplish this objective by extending the overall maturity
of a portion of its long-term debt portfolio.
 
TERMS OF THE EXCHANGE OFFER
 
     Upon the terms and subject to the conditions set forth in this Offering
Circular and the accompanying Letter of Transmittal, the Company is offering to
exchange a principal amount of the New Notes, determined as described below, for
each $1,000 principal amount of the Old Debentures properly tendered for
Exchange.
 
     The New Notes will bear interest at a rate that will be different than the
interest rate on the Old Debentures, as described herein. For the New Notes, the
per annum interest rate (the 'New Coupon') will be equal to the Reference Yield
of the New Notes (as defined herein) rounded downward to the nearest 1/8th of
one percent. The 'Reference Yield of the New Notes' will equal (i) the 7 Year
Benchmark Rate plus (ii) 50 basis points. Each holder exchanging Old Debentures
for New Notes pursuant hereto will receive, in exchange for each $1,000 in
aggregate principal amount of Old Debentures exchanged, New Notes in a principal
amount (rounded to the nearest cent, with $0.005 to be taken as a full cent)
equal to (a) $1,000 times (b) the Old Debenture Exchange Price divided by (c)
the New Note Exchange Price; provided that New Notes will only be issued in
denominations of $1,000 or integral multiples thereof. In addition, each holder
exchanging Old Debentures for New Notes pursuant hereto will receive on the
Exchange Date an amount in cash due to rounding the aggregate principal amount
of New Notes issuable to such holder downward to the nearest $1,000. See
'Calculations; Information; Payment'.
 
     The New Coupon, the Old Debenture Exchange Prices, the New Note Exchange
Price, the Benchmark Treasury Rates and the Reference Yield of the New Notes
will be determined as of 3:00 p.m., New York City time, on June 16, 1998, unless
the Exchange Offer is extended by more than three business days, in which case
they will be determined at such time on the second business day prior to the
Expiration Date (the 'Price Determination Date').
 
     Interest accrued on the Old Debentures from the last interest payment to
which interest has been paid or duly provided for (June 1, 1998 in the case of
the Old 2002 Debentures and February 15, 1998 in the case of the Old 2003
Debentures) to, but excluding, the Exchange Date, along with interest on the New
Notes accruing from the Exchange Date at the New Coupon to, but excluding, the
first interest payment date, will be paid on July 1, 1998. The interest payment
dates on the New Notes will be January 1 and July 1 of each year commencing July
1, 1998. The 'Exchange Date' will be the fifth business day following the
Expiration Date (i.e., June 25, 1998, unless the Expiration Date is extended).
 
SUMMARY OF TERMS
 
     The following is a summary of certain defined terms used in describing the
Exchange Offer:
 
     Benchmark Treasury Rate: means the yield to maturity for the Benchmark
Treasury Security as of the Price Determination Date.
 
     Benchmark Treasury Security: means the 5 3/4% U.S. Treasury Notes due April
30, 2003 or the 6 1/2% U.S. Treasury Notes due May 15, 2005, as the case may be.
 
     5 Year Benchmark Rate: means the yield to maturity of the 5 3/4% U.S.
Treasury Notes due April 30, 2003 as of the Price Determination Date.
 
     2002 Fixed Spread: means 0.25% (25 basis points).
 
     2003 Fixed Spread: means 0.28% (28 basis points).
 
                                       14

     2005 Fixed Spread: means 0.50% (50 basis points).
 
     Exchange Date: means the date five business days following the Expiration
Date and on which New Notes will be delivered pursuant to the Exchange Offer. If
the Expiration Date is June 18, 1998, the Exchange Date will be June 25, 1998.
 
     Expiration Date: means 5:00 p.m., New York City time, on June 18, 1998,
unless the Exchange Offer is extended.
 
     New Coupon: means, for the New Notes, the per annum interest rate paid on
such New Notes from the Exchange Date, to the maturity date, July 1, 2005. The
New Coupon will be equal to the Reference Yield of the New Notes as determined
on the Price Determination Date rounded downward to the nearest 1/8th of a
percent.
 
     New Note Exchange Price: means, at the Price Determination Date, the price
per $1,000 principal amount of New Notes (calculated as described herein and
rounded to the nearest cent, with $0.005 to be taken as a full cent) intended to
result in a yield to maturity on the Exchange Date equal to the Reference Yield
of the New Notes.
 
     Old 2002 Coupon: means 9 7/8% per annum.
 
     Old 2003 Coupon: means 9.20% per annum.
 
     Old Coupon: means the Old 2002 Coupon or the Old 2003 Coupon, as the case
may be.
 
     Old 2002 Debenture Exchange Price: means the price per $1,000 principal
amount of the Old 2002 Debentures (calculated as described herein and rounded to
the nearest cent, with $0.005 to be taken as a full cent) intended to result in
a yield to maturity on the Exchange Date equal to the sum of (a) the 5 Year
Benchmark Rate and (b) 25 basis points.
 
     Old 2003 Debenture Exchange Price: means the price per $1,000 principal
amount of the Old 2003 Debentures (calculated as described herein and rounded to
the nearest cent, with $0.005 to be taken as a full cent) intended to result in
a yield to maturity on the Exchange Date equal to the sum of (a) the 5 Year
Benchmark Rate and (b) 28 basis points.
 
     Old Debenture Exchange Price: means the Old 2002 Debenture Exchange Price
or the Old 2003 Debenture Exchange Price, as the case may be.
 
     Price Determination Date: means 3:00 p.m., New York City time, on June 16,
1998, unless the Exchange Offer is extended by more than three business days, in
which case such term means at such time on the second business day prior to the
Expiration Date.
 
     Reference Yield of the New Notes: means, at the Price Determination Date,
the sum of (i) the 7 Year Benchmark Rate and (ii) the 2005 Fixed Spread.
 
     7 Year Benchmark Rate: means the yield to maturity of the 6 1/2% U.S.
Treasury Notes due May 15, 2005 as of the Price Determination Date.
 
ILLUSTRATIVE EXAMPLE AND FORMULAS
 
     Schedule A attached hereto sets forth formulas for determining the Old 2002
Debenture Exchange Price, the Old 2003 Debenture Exchange Price, the New Note
Exchange Price and the exchange ratios of Old Debentures and New Notes.
Hypothetical illustrations of the calculation of the Old 2002 Debenture Exchange
Price, the Old 2003 Debenture Exchange Price and the New Note Exchange Price are
set forth in Schedules B, C and D, respectively, attached hereto and are to be
used solely for the purpose of obtaining an understanding of the calculation of
the Old Debenture Exchange Prices and New Note Exchange Price based on
hypothetical Benchmark Treasury Rates obtained at 3:00 p.m., New York City time,
on May 18, 1998. The information in Schedules B, C and D is provided for
illustrative purposes only. In the event of any discrepancy between the
information in Schedules B, C and D and results obtained by the Company through
the application of calculations described herein and outlined in such results
will supersede the information in Schedules B, C and D.
 
                                       15

CALCULATIONS; INFORMATION; PAYMENT
 
     The New Coupon on the New Notes will be equal to the Reference Yield of the
New Notes rounded downward to the nearest 1/8th of one percent. The Reference
Yield of the New Notes will equal (i) the 7 Year Benchmark Rate plus (ii) 50
basis points.
 
     The Benchmark Treasury Rate means the yield to maturity as calculated by
the Financial Advisor in accordance with standard market practice based on the
bid side price for the Benchmark Treasury Security, as of the Price
Determination Date, as such bid side price is displayed on the Cantor Fitzgerald
Securities Composite 3:00 P.M. Quotation Service for U.S. Government Securities
(the 'Cantor Fitzgerald Quotation Service'). If any relevant price is not
available on a timely basis on the Cantor Fitzgerald Quotation Service or is
manifestly erroneous, the relevant price information may be obtained from such
other quotation service as the Company and the Financial Advisor shall select in
their reasonable discretion, the identity of which shall be disclosed by the
Company and the Financial Advisor to exchanging holders. Although the Benchmark
Treasury Yield will be determined based solely on the sources described above,
information regarding the price of the Benchmark Treasury Security also may be
found in The Wall Street Journal.
 
     Each holder exchanging Old Debentures for New Notes pursuant to accepted
Exchange Offers will receive, in exchange for each $1,000 in principal amount of
Old Debentures exchanged, New Notes in a principal amount (rounded to the
nearest cent, with U.S. $0.005 to be taken as a full cent) equal to (a)
U.S.$1,000 times (b) the Old Debenture Exchange Price divided by (c) the New
Note Exchange Price; provided that New Notes will only be issued in
denominations of $1,000 or integral multiples thereof. In addition, each holder
exchanging Old Debentures for New Notes pursuant to accepted Exchange Offers
will receive an amount equal to the decrease in the aggregate principal amount
of New Notes issuable to such holder as a result of rounding such aggregate
principal amount downward to the nearest $1,000.
 
     The New Note Exchange Price will be a price per $1,000 principal amount of
New Notes (calculated as described in the next sentence and rounded to the
nearest cent, with $0.005 to be taken as a full cent) intended to result in a
yield to maturity of the New Notes on the Exchange Date equal to the Reference
Yield of the New Notes. Specifically, the New Note Exchange Price will be a
price (rounded as described in the preceding sentence) equal to the value per
$1,000 principal amount of New Notes, assuming the New Notes will be repaid on
the maturity date thereof at the principal amount thereof plus accrued but
unpaid interest thereon to, but excluding, such maturity date, of all remaining
payments of principal thereof and interest thereon to be made through such
maturity date, discounted to the Exchange Date (in accordance with standard
market practice and in a manner consistent with the methodology set forth in
Schedule A and consistent with the hypothetical calculations set forth in
Schedule D, at a discount rate equal to the Reference Yield of the New Notes).
 
     The Old Debenture Exchange Price will be a price per $1,000 principal
amount of Old Debentures (calculated as described in the next sentence and
rounded to the nearest cent, with $0.005 to be taken as a full cent) intended to
result in a yield to maturity of the Old Debentures on the Exchange Date equal
to (i) the 5 Year Benchmark Rate plus (ii) either (a) the 2002 Fixed Spread or
(b) the 2003 Fixed Spread, as the case may be. Specifically, the Old Debenture
Exchange Price will be a price (rounded as described in the preceding sentence)
equal to the value per $1,000 principal amount of Old Debenture, assuming the
Old Debenture will be repaid on the maturity date thereof at the principal
amount thereof plus accrued but unpaid interest thereon to, but excluding, such
maturity date, of all remaining payments of principal thereof and interest
thereon to be made through such maturity date, discounted to the Exchange Date
(in accordance with standard market practice and in a manner consistent with the
methodology set forth in Schedule A and consistent with the hypothetical
calculations set forth in Schedules B (in the case of the Old 2002 Debentures)
and C (in the case of the Old 2003 Debentures) at a discount rate equal to (i)
the 5 Year Benchmark Rate plus (ii) either (a) the 2002 Fixed Spread or (b) the
2003 Fixed Spread, as the case may be).
 
     After the Price Determination Date, the New Coupon that will be received by
a holder pursuant to the Exchange Offer will be known and holders will be able
to ascertain the Old Debenture Exchange Prices, the New Note Exchange Price and
the exchange ratio in the manner described above, unless the Exchange Offer is
extended for a period longer than three business days. In the event the
 
                                       16

Exchange Offer is extended for a period longer than three business days from the
previously scheduled Expiration Date, then a new Price Determination Date, which
would be two business days prior to the new Expiration Date, will be
established. If the extension is for three business days or less, no new Price
Determination Date will be established and the New Coupon, the Old Debenture
Exchange Price, the New Note Exchange Price and the exchange ratio will remain
as determined on the Price Determination Date prior to the extension of the
Exchange Offer.
 
     As soon as practicable after the Price Determination Date, but in any event
before 9:00 a.m., New York City time, on the following business day, the Company
will publicly announce by press release to the Dow Jones News Service: the
Benchmark Treasury Rates, the Reference Yield of the New Notes, the New Note
Exchange Price and the Old Debenture Exchange Prices.
 
     During the term of the Exchange Offer, holders of the Old Debentures can
obtain current information regarding the Benchmark Treasury Rates, the Reference
Yield of the New Notes, the Old Debenture Exchange Prices, the New Note Exchange
Price and other information regarding the terms of the Exchange Offer from the
Financial Advisor at (800) 828-3182. In addition, the Company intends to publish
information about the Exchange Offer, including the information described in the
preceding paragraph when available, on the MCM 'CorporateWatch' Service on
Telerate pages 41926-7 and on Bloomberg pages 7626-7.
 
     In the event any dispute arises with respect to the Benchmark Treasury
Rates, the Reference Yield of the New Notes, the Old Debenture Exchange Prices,
the New Note Exchange Price, the New Coupon or any quotation or calculation with
respect to the Exchange Offer, the Company's determination shall be conclusive
and binding absent manifest error.
 
EXPIRATION DATE; EXTENSIONS; TERMINATION; AMENDMENTS
 
     The Exchange Offer will expire at 5:00 p.m., New York City time, on June
18, 1998, unless extended by the Company as provided herein. In the event that
the Exchange Offer is extended, the term 'Expiration Date' with respect to such
extended Exchange Offer shall mean the time and date on which the Exchange
Offer, as so extended, shall expire.
 
     The Company expressly reserves the right, in its sole discretion, subject
to applicable law, to (i) extend or terminate the Exchange Offer and not accept
for exchange any tendered Old Debentures if (a) any of the conditions specified
in ' -- Conditions to the Exchange Offer' are not satisfied or waived or (b)
otherwise, (ii) waive any condition to the Exchange Offer and accept all Old
Debentures tendered pursuant to the Exchange Offer, (iii) extend the Exchange
Offer and retain all the Old Debentures tendered pursuant to the Exchange Offer
until the expiration of the Exchange Offer, subject, however, to the withdrawal
rights of holders as provided in, ' -- Withdrawal Rights', (iv) amend the terms
of the Exchange Offer and (v) modify the form of the consideration to be
provided pursuant to the Exchange Offer.
 
     Any extension, termination or amendment will be followed as promptly as
practicable by a public announcement and notification to the Exchange Agent. In
the case of any extension, a public announcement will be issued prior to 9:00
a.m., New York City time, on the next business day after the previously
scheduled Expiration Date. Without limiting the manner in which the Company may
choose to make any public announcement, the Company shall have no obligation to
publish, advertise or otherwise communicate any such public announcement other
than by release to the Dow Jones News Service or otherwise as required by law.
In the event of any extension of the Exchange Offer, all Old Debentures tendered
pursuant to the Exchange Offer and not subsequently withdrawn, will remain
subject to, and holders will continue to have withdrawal rights until the
expiration of, the Exchange Offer.
 
EFFECT OF TENDER
 
     A tendering holder of Old Debentures that are exchanged in the Exchange
Offer will not be obligated to pay transfer taxes or any fees or commissions
with respect to the acquisition of their Old Debentures by the Company pursuant
to the Exchange Offer. See Instruction 7 of the accompanying
 
                                       17

Letter of Transmittal. However, if the beneficial owner tenders through a
Custodian, such beneficial owner may be required to pay fees or commissions to
such institution.
 
ACCEPTANCE OF OLD DEBENTURES TENDERED FOR EXCHANGE; DELIVERY OF NEW NOTES
 
     Upon the terms and subject to the conditions of the Exchange Offer, the
Company will exchange Old Debentures by accepting such Old Debentures for
exchange and in consideration therefor will issue a principal amount of New
Notes as determined in accordance with the terms of the Exchange Offer. New
Notes will be delivered on the Exchange Date. The Exchange Agent will act as
agent for the tendering holders for the purpose of receiving Old 2002 Debentures
and delivering New Notes to such holders. In all cases, Old 2002 Debentures will
be accepted for exchange pursuant to the Exchange Offer only after timely
receipt by the Exchange Agent of certificates representing Old Debentures (or
confirmation of a book-entry transfer), a properly completed and duly executed
Letter of Transmittal (or a manually signed facsimile thereof or satisfaction of
DTC's ATOP procedures) and any other documents required thereby. The Old 2003
Debentures are held in book-entry form through DTC. Beneficial owners of Old
2003 Debentures must contact the broker, dealer, commercial bank, trust company
or other nominee, any of which may be a DTC participant ('Custodian'), through
whom such Old 2003 Debentures are held and direct such Custodian to tender such
Old 2003 Debentures pursuant to the Exchange Offer.
 
     New Notes will be delivered only in book-entry form through DTC and only to
the DTC account of the tendering holder or the tendering holder's Custodian.
Accordingly, a holder who tenders Old Debentures must specify on the Letter of
Transmittal the DTC participant to which New Notes should be delivered and all
necessary account information to effect such delivery. Failure to provide such
information will render such holder's tender defective and the Company will have
the right, which it may waive, to reject such tender. The Company and the
Exchange Agent shall not incur any liability for delivering New Notes in
accordance with any instructions provided by a tendering holder.
 
     The Company will be deemed to have accepted for exchange (and thereby to
have acquired) tendered Old Debentures as, if and when the Company gives oral
(promptly confirmed in writing) or written notice to the Exchange Agent of the
Company's acceptance of such Old Debentures for exchange. Old Debentures
accepted for exchange by the Company will be canceled.
 
     If Old 2002 Debentures in a principal amount in excess of the principal
amount indicated as being tendered on the Letter of Transmittal are submitted,
an Old 2002 Debenture in principal amount equal to the excess principal amount
over the amount indicated as tendered in the Letter of Transmittal will be
issued to the tendering holder, at the Company's expense, in the same form in
which such security was tendered, as promptly as practicable following the
expiration or termination of the Exchange Offer. If any tendered Old 2002
Debentures are not accepted for exchange because of an invalid tender, the
occurrence of certain other events set forth herein or otherwise, such Old 2002
Debentures will be returned, at the Company's expense, to the tendering holder
thereof, as promptly as practicable following the expiration or termination of
the Exchange Offer. If any tendered Old 2003 Debentures are not accepted for
exchange because of an invalid tender, the occurrence of certain other events
set forth herein or otherwise, such Old 2003 Debentures will remain beneficially
held by the tendering holder or beneficial owner thereof.
 
PROCEDURES FOR TENDERING OLD DEBENTURES
 
     Minimum Denominations. A holder may tender less than all Old Debentures
held by such holder. However, Old Debentures may be tendered only in
denominations of $1,000 or an integral multiple thereof.
 
     Tender of Old Debentures Held in Physical Form. To tender Old 2002
Debentures held in physical form, a holder must (i) complete (including the
required information regarding delivery of New Notes through DTC) and sign the
appropriate Letter of Transmittal in accordance with the instructions set forth
therein and (ii) deliver the properly completed and executed Letter of
Transmittal, together with any other documents required by the Letter of
Transmittal, and the Old 2002 Debentures in physical
 
                                       18

form to the Exchange Agent at the address set forth under 'Available
Information' prior to the Expiration Date.
 
     Tender of Old Debentures Held Through a Custodian. To tender Old Debentures
held by a Custodian, the beneficial owner of the Old Debentures must contact the
Custodian and direct the Custodian to tender such Old Debentures in accordance
with the procedures set forth herein and in the appropriate Letter of
Transmittal.
 
     The Exchange Agent and DTC have confirmed that the Exchange Offer is
eligible for ATOP. Accordingly, DTC participants may electronically transmit
their acceptance of the Exchange Offer by causing DTC to transfer Old Debentures
to the Exchange Agent in accordance with DTC's ATOP procedures for such a
transfer. DTC will then send an Agent's Message to the Exchange Agent.
 
     The term 'Agent's Message' means a message transmitted by DTC, received by
the Exchange Agent and forming part of a Book-Entry Confirmation (as defined
herein), which states that DTC has received an express acknowledgment from the
DTC participant tendering Old Debentures which are the subject of such
Book-Entry Confirmation, that such DTC participant has received and agrees to be
bound by the terms of the Letter of Transmittal and that the Company may enforce
such agreement against such DTC participant. In the case of an Agent's Message
relating to a guaranteed delivery, the term means a message transmitted by DTC
and received by the Exchange Agent, which states that DTC has received an
express acknowledgment from the DTC participant tendering Old Debentures that
such DTC participant has received and agrees to be bound by the Notice of
Guaranteed Delivery (as described below). Holders desiring to tender Old
Debentures on the Expiration Date should note that such holders must allow
sufficient time for completion of the ATOP procedures during the normal business
hours of DTC on that date.
 
     If the Custodian holds Old Debentures in physical form, the Custodian must
follow the procedure set forth above under ' -- Procedures for Tendering Old
Debentures -- Tender of Old Debentures Held in Physical Form'.
 
     If the Custodian holds Old Debentures in book-entry form through DTC (the
'Book-Entry Transfer Facility'), to tender such Old Debentures the Custodian
must (i) effect a book-entry transfer (a 'Book-Entry Confirmation') of all Old
Debentures to be tendered to the Exchange Agent's account at such Book-Entry
Transfer Facility prior to the Expiration Date or (ii) complete (including the
required information regarding delivery of New Notes through DTC) and sign the
appropriate Letter of Transmittal in accordance with the instructions set forth
therein and deliver the properly completed and executed Letter of Transmittal,
together with any other documents required by the Letter of Transmittal, to the
Exchange Agent at the address set forth under 'Available Information' prior to
the Expiration Date.
 
     Book-Entry Delivery Procedures. The Exchange Agent will establish promptly
an account with respect to the Old Debentures at the Book-Entry Transfer
Facility for purposes of the Exchange Offer. Any financial institution that is a
participant in the Book-Entry Transfer Facility may make a book-entry delivery
of Old Debentures by causing the Book-Entry Transfer Facility to transfer Old
Debentures to the Exchange Agent's account. DELIVERY OF A LETTER OF TRANSMITTAL
TO A BOOK-ENTRY TRANSFER FACILITY WILL NOT CONSTITUTE VALID DELIVERY TO THE
EXCHANGE AGENT.
 
     Any holder whose Old 2002 Debentures have been mutilated, lost, stolen or
destroyed will be responsible for obtaining replacement securities or for
arranging for indemnification with The Chase Manhattan Bank, as Trustee for the
Old Debentures. Holders may contact the Information Agent for assistance with
such matters.
 
     IN ORDER FOR A TENDERING HOLDER TO BE ASSURED OF PARTICIPATING IN THE
EXCHANGE OFFER, SUCH HOLDER MUST TENDER OLD DEBENTURES IN ACCORDANCE WITH THE
PROCEDURES SET FORTH HEREIN AND IN THE APPROPRIATE LETTER OF TRANSMITTAL PRIOR
TO THE EXPIRATION DATE. THE METHOD OF DELIVERY OF OLD DEBENTURES AND ALL OTHER
REQUIRED DOCUMENTS IS AT THE OPTION AND RISK OF THE HOLDER. IF DELIVERY IS BY
MAIL, REGISTERED MAIL WITH RETURN RECEIPT REQUESTED, PROPERLY INSURED, IS
RECOMMENDED AND ENOUGH TIME SHOULD BE ALLOWED TO ENSURE TIMELY DELIVERY.
 
                                       19

     Letters of Transmittal and Old Debentures must be sent only to the Exchange
Agent. Do not send Letters of Transmittal or Old Debentures to the Company, the
Trustee, the Information Agent or the Financial Advisor.
 
GUARANTEED DELIVERY PROCEDURES
 
     If a holder of Old Debentures wishes to tender such Old Debentures and time
will not permit such holder's Old Debentures or other required documents to
reach the Exchange Agent prior to the Expiration Date, or the procedure for
book-entry transfer cannot be completed on a timely basis, a tender may be
effected if (i) the tender is made through an Eligible Institution (as such term
is defined in the Letter of Transmittal), (ii) on or prior to 5:00 p.m., New
York City time, on the Expiration Date, the Exchange Agent receives from such
Eligible Institution a properly completed and duly executed appropriate Notice
of Guaranteed Delivery, substantially in the form provided by the Company (by
facsimile transmission, mail, hand delivery or by Agent's Message), setting
forth the name and address of the holder of Old Debentures and the amount of Old
Debentures tendered, stating that the tender is being made thereby and
guaranteeing that within three NYSE trading days after the date of execution of
the Notice of Guaranteed Delivery, the certificates for all physically tendered
Old 2002 Debentures, in proper form for transfer, or a Book-Entry Confirmation,
as the case may be, together with a properly completed and duly executed Letter
of Transmittal (or manually signed facsimile thereof or Agent's Message in lieu
thereof) with any required signature guarantees and any other documents required
by the Letter of Transmittal will be deposited by the Eligible Institution with
the Exchange Agent, and (iii) the certificates for all physically tendered Old
2002 Debentures, in proper form for transfer, or a Book-Entry Confirmation, as
the case may be, together with a properly completed and duly executed Letter of
Transmittal (or manually signed facsimile thereof) with any required signature
guarantees, and any other documents required by the Letter of Transmittal are
deposited by the Eligible Institution within three NYSE trading days after the
date of execution of the Notice of Guaranteed Delivery.
 
PROPER EXECUTION AND DELIVERY OF LETTER OF TRANSMITTAL
 
     In general, all signatures on a Letter of Transmittal or a notice of
withdrawal must be guaranteed by an Eligible Institution; however, such
signatures need not be guaranteed if (a) the appropriate Letter of Transmittal
is signed by the holder of the Old Debenture tendered thereby or by a
participant in a Book-Entry Transfer Facility whose name appears on a security
position listing as the holder of the Old Debenture tendered thereby and such
holder has not completed the portion entitled 'Special Delivery Instructions' on
the Letter of Transmittal, or (b) such Old Debenture tendered is for the account
of an Eligible Institution.
 
     If the appropriate Letter of Transmittal is signed by the holder of the Old
Debenture tendered thereby or a participant in a Book-Entry Transfer Facility
whose name appears on a security position listing with respect to the Old
Debenture tendered thereby, the signature must correspond with the name as
written on the face of the Old Debenture or on the security position listing,
respectively, without any change whatsoever. If any of the Old Debentures
tendered thereby are held by two or more holders, all such holders must sign the
appropriate Letter of Transmittal. If any of the Old Debentures tendered thereby
are registered in different names on different Old Debentures, it will be
necessary to complete, sign and submit as many separate appropriate Letters of
Transmittal as there are different registrations.
 
     If the appropriate Letter of Transmittal is signed by a person other than
the holder of the Old Debenture tendered thereby or a participant in a
Book-Entry Transfer Facility whose name appears on a security position listing
with respect to the Old Debenture tendered thereby, the Old Debenture must be
endorsed or accompanied by appropriate instruments of transfer, in either case,
signed exactly as the name of the holder appears on the face of the Old
Debenture or on the security position listing with respect to such tendered Old
Debenture. If the appropriate Letter of Transmittal or any Old Debenture, proxy
or instrument of transfer is signed by a trustee, executor, administrator,
guardian, attorney-in-fact, officer of a corporation or other person acting in a
fiduciary or representative capacity, such person must so indicate when signing,
and proper evidence satisfactory to the Exchange Agent of the authority of such
person so to act must be submitted.
 
                                       20

     New Notes will be delivered only in book-entry form through DTC and only to
the DTC account of the holder or the holder's Custodian. If Old 2002 Debentures
not tendered or not exchanged are to be delivered to a person other than the
holder of the Old 2002 Debentures tendered, or to an address other than that of
the holder of the Old 2002 Debentures tendered, such holder should indicate in
the portion of the appropriate Letter of Transmittal entitled 'Special Delivery
Instructions' the person and/or address to which such Old 2002 Debentures are to
be delivered. If Old 2002 Debentures not tendered or not exchanged are to be
issued to a person other than the holder of the Old 2002 Debentures tendered (i)
the employer identification or social security number of the person to whom
issuance is to be made must be indicated on the appropriate Letter of
Transmittal and (ii) Old 2002 Debentures must be endorsed or accompanied by
appropriate instruments of transfer, signed exactly as the name of the holder
appears on the face of the Old 2002 Debentures or the security position listing
with respect thereto, with the signature on the certificates or instruments of
transfer guaranteed by an Eligible Institution. If no such instructions are
given, any Old 2002 Debentures not tendered or exchanged will be delivered to
the holder of the Old 2002 Debentures tendered.
 
     Because New Notes will be delivered only in book-entry form through DTC, a
holder who tenders Old Debentures must specify on the appropriate Letter of
Transmittal the DTC participant to which New Debentures should be delivered and
all necessary account information to effect such delivery. Such DTC participant
must be either the holder or a Custodian for the holder. Failure to provide such
information will render such holder's tender defective and the Company will have
the right, which it may waive, to reject such tender. Holders who anticipate
tendering other than through DTC are urged to contact promptly a Custodian that
has the capability to hold securities through DTC to arrange for receipt of any
New Notes to be delivered pursuant to the Exchange Offer and to obtain the
information necessary to complete the account information table in the
appropriate Letter of Transmittal.
 
     No alternative, conditional, irregular or contingent tenders will be
accepted. By executing the appropriate Letter of Transmittal, the holder of Old
Debentures waives any right to receive any notice of the acceptance for exchange
of such holder's Old Debentures, except as otherwise provided herein.
 
     All questions as to the validity, form, eligibility (including time of
receipt) and acceptance of tendered Old Debentures will be determined by the
Company, whose determination shall be conclusive and binding. The Company
reserves the absolute right to reject any or all tenders that are not in proper
form or the acceptance of which may be, in the opinion of counsel for the
Company, unlawful. The Company also reserves the absolute right to waive any
condition of the Exchange Offer as set forth under ' -- Conditions to the
Exchange Offer' and any irregularities or conditions of tender as to particular
Old Debentures. The Company's interpretation of the terms and conditions of the
Exchange Offer (including the instructions in the Letters of Transmittal) shall
be conclusive and binding.
 
     Unless waived, any irregularities in connection with tenders must be cured
within such time as the Company may determine. The Company, the Exchange Agent
and the Information Agent shall not be under any duty to give notification of
defects in such tenders and shall not incur liability for any failure to give
such notification. Tenders of Old Debentures will not be deemed to have been
made until such irregularities have been cured or waived. Any Old Debentures
received by the Exchange Agent that are not properly tendered and as to which
the irregularities have not been cured or waived will be returned by the
Exchange Agent to the holder, unless otherwise provided in the appropriate
Letter of Transmittal, as soon as practicable following the Expiration Date.
 
CONDITIONS TO THE EXCHANGE OFFER
 
     Notwithstanding any other provisions of the Exchange Offer or any extension
of the Exchange Offer, the Company will not be required to issue New Notes and
may terminate the Exchange Offer by oral (promptly confirmed in writing) or
written notice to the Exchange Agent, or, at its option, modify or otherwise
amend the Exchange Offer with respect to such Old Debentures, if any of the
following conditions has not been satisfied, on or prior to the Expiration Date:
 
          (a) there shall not have been any action taken or threatened, or any
     statute, rule, regulation, judgment, order, stay, decree or injunction
     promulgated, enacted, entered, enforced by or before any court or
     governmental regulatory or administrative agency or authority or tribunal,
     domestic or
 
                                       21

     foreign, which (i) challenges the making of the Exchange Offer or the
     exchange of Old Debentures for New Notes pursuant to the Exchange Offer
     (the 'Exchange'), or might, directly or indirectly, prohibit, prevent,
     restrict or delay consummation of the Exchange Offer or the Exchange, or
     might otherwise adversely affect in any material manner the Exchange Offer
     or the Exchange or (ii) in the sole judgment of the Company, could
     materially adversely affect the business, condition (financial or
     otherwise), income, operations, properties, assets, liabilities or
     prospects of the Company and its subsidiaries, taken as a whole, or
     materially impair the contemplated benefits of the Exchange Offer or the
     Exchange to the Company or might be material to holders of Old Debentures
     in deciding whether to accept the Exchange Offer;
 
          (b) there shall not have occurred or be likely to occur any event (i)
     affecting the business condition (financial or otherwise), income,
     operations, properties, assets, liabilities or prospects of the Company
     that, in the sole judgment of the Company, would or might prohibit,
     prevent, restrict or delay consummation of the Exchange Offer or the
     Exchange (ii) that in the sole judgment of the Company will, or is
     reasonably likely to, materially impact the contemplated benefits,
     including economic benefits or accounting treatment, of the Exchange Offer
     or the Exchange to the Company or (iii) that might be material to holders
     of Old Debentures in deciding whether to accept the Exchange Offer;
 
          (c) there shall not have occurred (i) any general suspension of or
     limitation on trading in securities on the NYSE or in the over-the-counter
     market (whether or not mandatory), (ii) any material adverse change in the
     price of the Old Debentures, (iii) a material impairment in the general
     trading market for debt securities, (iv) a declaration of a banking
     moratorium or any suspension of payments in respect of banks by federal or
     state authorities in the United States (whether or not mandatory), (v) a
     commencement or escalation of a war, armed hostilities or other national or
     international crisis directly or indirectly relating to the United States,
     (vi) any limitation (whether or not mandatory) by any governmental
     authority on, or other event having a reasonable likelihood of affecting,
     the extension of credit by banks or other lending institutions in the
     United States, or (vii) any material adverse change in United States
     securities or financial markets generally, or in the case of any of the
     foregoing existing at the time of the commencement of the Exchange Offer, a
     material acceleration or worsening thereof;
 
          (d) the Trustee shall not have objected in any respect to, or taken
     any action that could in the sole judgment of the Company adversely affect
     the consummation of, the Exchange Offer or the Exchange nor shall the
     Trustee have taken any action that challenges the validity or effectiveness
     of the procedures used by the Company in making the Exchange Offer or the
     Exchange;
 
          (e) there shall not have occurred, been proposed or been announced any
     tender or exchange offer with respect to any class of the Company's equity
     securities, or any merger, acquisition, business combination or other
     similar transaction with or involving the Company or any subsidiary
     thereof;
 
          (f) there shall not have occurred any change in the business,
     condition (financial or other), income, operations or prospects of the
     Company and its subsidiaries taken as a whole (including, without
     limitation, any downgrade in the credit ratings of any securities of the
     Company or any of its subsidiaries by Moody's or S&P or any announcement by
     Moody's or S&P that it has placed any such rating under surveillance or
     review with possible negative implications), which, in the sole judgment of
     the Company, is or may be materially adverse to the Company; and
 
          (g) (i) no person, entity or 'group' (as that term is used in Section
     13(d)(3) of the Exchange Act) shall have acquired, or proposed to acquire,
     beneficial ownership of more than 5% of the Company's outstanding common
     stock, (ii) no group shall have been formed which beneficially owns more
     than 5% of the Company's outstanding common stock and (iii) no person,
     entity or group shall have filed a Notification and Report Form under the
     Hart-Scott-Rodino Antitrust Improvement Act of 1976, or made a public
     announcement reflecting an intent to acquire the Company or any of its
     subsidiaries or any of their respective assets or securities.
 
     If any of the foregoing conditions is not satisfied, the Company may (i)
terminate the Exchange Offer and return such Old Debentures to the holders who
tendered them, (ii) extend the Exchange
 
                                       22

Offer and retain all tendered Old Debentures until the expiration of the
Exchange Offer, as extended, subject, however, to the withdrawal rights of
holders, see ' -- Withdrawal Rights' and ' -- Expiration Date; Extensions;
Termination; Amendments', or (iii) waive any of the conditions with respect to
the Exchange Offer and accept all Old Debentures tendered therein.
 
     The foregoing conditions are for the sole benefit of the Company and may be
waived by the Company, in whole or in part, in its sole discretion. Any
determination made by the Company concerning an event, development or
circumstance described or referred to above shall be conclusive and binding.
 
     In addition, the Company reserves the right, in its sole discretion, to
purchase or make offers for any Old Debentures that remain outstanding
subsequent to the completion or termination of the Exchange Offer. The terms of
any such purchase or offer could differ from the terms of the Exchange Offer.
 
WITHDRAWAL RIGHTS
 
     Tendered Old Debentures may be withdrawn by the holder prior to the
Expiration Date.
 
     A holder of Old 2002 Debentures who tendered Old Debentures in physical
form may withdraw the Old 2002 Debentures tendered by providing a written notice
of withdrawal (or manually signed facsimile thereof) to the Exchange Agent, at
its address set forth under 'Available Information', prior to the Expiration
Date, which notice must contain: (i) the name of the person who tendered the Old
2002 Debentures; (ii) a description of the Old 2002 Debentures to be withdrawn;
(iii) the certificate number or numbers shown on the particular certificate or
certificates evidencing such Old 2002 Debentures; (iv) the aggregate principal
amount represented by such Old 2002 Debentures; (v) the signature of the holder
of such Old 2002 Debentures executed in the same manner as the original
signature on the Letter of Transmittal (including a signature guarantee, if such
original signature was guaranteed); and (vi) if such Old 2002 Debentures are
owned by a new beneficial owner, evidence satisfactory to the Company that the
person withdrawing the tender has succeeded to the beneficial ownership of the
Old 2002 Debentures.
 
     If a beneficial owner of Old Debentures tendered through a Custodian wishes
to withdraw the Old Debentures tendered, such beneficial owner must contact the
Custodian and direct the Custodian to withdraw such Old Debentures in accordance
with the following procedures. In order to withdraw such Old Debentures the
Custodian must provide a written notice of withdrawal (or manually signed
facsimile thereof) to the Exchange Agent, at its address set forth under
'Available Information', prior to the Expiration Date, which notice must
contain: (i) the name of the person who tendered the Old Debentures; (ii) a
description of the Old Debentures to be withdrawn; (iii) the certificate number
or numbers shown on the particular certificate or certificates evidencing such
Old 2002 Debentures (if Old 2002 Debentures were tendered in physical form);
(iv) the aggregate principal amount represented by such Old Debentures; and (v)
if such Old Debentures are owned by a new beneficial owner, evidence
satisfactory to the Company that the person withdrawing the tender has succeeded
to the beneficial ownership of the Old Debentures. If the Old Debentures were
tendered by book-entry transfer, the Custodian also must debit the Exchange
Agent's account at the Book-Entry Transfer Facility through which the tender was
made of all Old Debentures to be withdrawn.
 
     A PURPORTED NOTICE OF WITHDRAWAL WHICH LACKS ANY OF THE REQUIRED
INFORMATION WILL NOT BE AN EFFECTIVE WITHDRAWAL OF A TENDER PREVIOUSLY MADE.
TENDERS MAY NOT BE WITHDRAWN AFTER THE EXPIRATION DATE.
 
     Holders who have tendered in the Exchange Offer will continue to have
withdrawal rights following any extension of the Expiration Date. Any permitted
withdrawals of tenders of Old Debentures may not be rescinded, and any Old
Debentures so withdrawn will thereafter be deemed not validly tendered for
purposes of the Exchange Offer and the holder thereof will be deemed to have
rejected the Exchange Offer. However, withdrawn Old Debentures may be
re-tendered prior to the Expiration Date by following the procedures for
tendering described above.
 
     All questions as to the validity (including time of receipt) of notices of
withdrawal will be determined by the Company, whose determination will be
conclusive and binding. None of the Company, the
 
                                       23

Exchange Agent or any other person will be under any duty to give notification
of any defects or irregularities in any notice of withdrawal or incur any
liability for failure to give any such notification.
 
TRANSFER TAXES
 
     The Company will pay all transfer taxes, if any, applicable to the transfer
and acquisition of Old Debentures pursuant to the Exchange Offer. If, however,
substitute Old Debentures for amounts not tendered or not exchanged are to be
delivered to, or are to be registered in the name of, any person other than the
holder of Old Debentures tendered, or if tendered Old Debentures are registered
in the name of any person other than the person signing the Letter of
Transmittal, or if a transfer tax is imposed for any reason other than the
transfer to or acquisition by the Company of Old Debentures pursuant to the
Exchange Offer, the amount of any such transfer taxes (whether imposed on the
holder or any other persons) shall be payable by the holder. If satisfactory
evidence of payment of such taxes or exemption therefrom is not submitted with
the appropriate Letter of Transmittal, the amount of such transfer taxes will be
billed directly to such holder and/or withheld from any payments due with
respect to the Old Debentures tendered by such holder.
 
FINANCIAL ADVISOR
 
     The Company has engaged Goldman, Sachs & Co. to act as Financial Advisor in
connection with the Exchange Offer. Any holder who has questions concerning the
terms of the Exchange Offer or who would like current information regarding the
Benchmark Treasury Rates, the Reference Yield of the New Notes, the Old
Debenture Exchange Price, the New Note Exchange Price or the New Coupon may
contact the Financial Advisor at (800) 828-3182 or at the address set forth
under 'Available Information'.
 
     The Company has agreed to pay the Financial Advisor a financial advisory
fee for its services and to reimburse the Financial Advisor for its reasonable
out-of-pocket expenses, including reasonable fees and expenses of legal counsel,
and the Company has agreed to indemnify the Financial Advisor against certain
liabilities, including certain liabilities under the federal securities laws, in
connection with the Exchange Offer. In the past, the Financial Advisor has
provided other investment banking and financial advisory services to the
Company.
 
EXCHANGE AGENT
 
     The Chase Manhattan Bank has been appointed Exchange Agent for the Exchange
Offer. The Company will pay the Exchange Agent reasonable and customary fees for
its services and will reimburse it for its reasonable out-of-pocket expenses in
connection therewith. Letters of Transmittal and all correspondence in
connection with the Exchange Offer must be sent or delivered to the Exchange
Agent at the address set forth under 'Available Information'.
 
INFORMATION AGENT
 
     Georgeson & Company Inc. has been appointed Information Agent for the
Exchange Offer. The Company will pay the Information Agent reasonable and
customary fees for its services and will reimburse it for its reasonable
out-of-pocket expenses in connection therewith.
 
     Any questions concerning the tender procedures or requests for assistance
or additional copies of this Offering Circular or the Letters of Transmittal may
be directed to the Information Agent at the address and telephone number set
forth under 'Available Information'. Holders of Old Debentures may also contact
the Financial Advisor or their broker, dealer, commercial bank, trust company or
other nominee for assistance concerning the Exchange Offer.
 
                                       24

                            DESCRIPTION OF NEW NOTES
 
     The following summary of certain provisions of the New Notes and the
Indenture does not purport to be complete and is subject, and is qualified in
its entirety by reference, to all the provisions of the New Notes and the
Indenture, including the definitions therein of certain terms.
 
GENERAL
 
     The New Notes will be issued under the Indenture dated as of October 1,
1985 between the Company and The Chase Manhattan Bank, as trustee, as
supplemented by the First Supplemental Indenture dated as of February 1, 1991
(the 'First Supplemental Indenture' and as the Second Supplemental Indenture
(the 'Second Supplemental Indenture') dated as of November 1, 1997 (as so
supplemented, the 'Indenture'). The following statements with respect to the New
Notes are subject to the detailed provisions of the Indenture. Whenever any
particular provision of the Indenture or any term used therein is referred to,
such provision or term is incorporated by reference as a part of the statement
in connection with which such reference is made, and the statement in connection
with which such reference is made is qualified in its entirety by such
reference.
 
     The New Notes will be unsecured obligations of the Company and will mature
on July 1, 2005. The New Notes are not subject to redemption prior to maturity.
 
     The New Notes will bear interest from the Exchange Date (i.e. June 25,
1998, unless the Expiration Date is extended) at the New Coupon, payable on
January 1 and July 1 of each year, commencing July 1, 1998, to the person in
whose name the New Note was registered at the close of business on the preceding
December 15 and June 15, respectively, subject to certain exceptions. In
addition, interest payable on the New Notes for the July 1, 1998 interest
payment date will be payable to holders of record on the Exchange Date.
 
     The Company does not intend to apply for listing of the New Notes on the
NYSE or any other exchange.
 
     The Old Debentures were issued under the same Indenture as the New Notes
will be issued under, except that the Second Supplemental Indenture did not
apply to the Old Debentures and the First Supplemental Indenture did not apply
to the Old 2002 Debentures. See ' -- Other Provisions'.
 
BOOK-ENTRY, DELIVERY AND FORM
 
     The New Notes will be issued in the form of one or more fully registered
Global Notes. The Global Notes will be deposited with, or on behalf of DTC and
registered in the name of Cede & Co., DTC's nominee.
 
     Beneficial interests in the Global Notes will be represented through
book-entry accounts of financial institutions acting on behalf of beneficial
owners as direct and indirect participants in DTC. Except as set forth below,
the Global Notes may be transferred, in whole and not in part, only to another
nominee of DTC or to a successor of DTC or its nominee.
 
     DTC has advised as follows: It is a limited-purpose trust company which was
created to hold securities for its participating organizations ('DTC
participants') and to facilitate the clearance and settlement of securities
transactions in such securities between DTC participants through electronic
book-entry changes in accounts of DTC participants. DTC participants include
securities brokers and dealers, banks and trust companies, clearing corporations
and certain other organizations. Access to DTC's system is also available to
others such as banks, brokers, dealers and trust companies that clear through or
maintain a custodial relationship with a DTC participant, either directly or
indirectly ('indirect participants'). Persons who are not DTC participants may
beneficially own securities held by DTC only through DTC participants or
indirect participants.
 
     DTC advises that pursuant to procedures established by it (i) upon issuance
of the New Notes by the Company, DTC will credit the accounts of DTC
participants whose Old Debentures were exchanged pursuant to the Exchange Offer
with the principal amount of the New Notes so exchanged, and (ii) ownership of
beneficial interests in the Global Notes will be shown on, and the transfer of
that ownership will be effected only through, records maintained by DTC, the DTC
participants and the indirect participants. The laws of some states require that
certain persons take physical delivery in
 
                                       25

definitive form of securities which they own. Consequently, the ability to
transfer beneficial interests in the Global Notes is limited to such extent.
 
     So long as a nominee of DTC is the registered owner of the Global Notes,
such nominee for all purposes will be considered the sole owner or holder of the
New Notes under the Indenture. Except as provided below, owners of beneficial
interests in the Global Notes will not be entitled to have New Notes registered
in their names, will not receive or be entitled to receive physical delivery of
New Notes in definitive form, and will not be considered the owners or holders
thereof under the Indenture.
 
     Neither the Company, the Trustee, any Paying Agent nor the Security
Registrar will have any responsibility or liability for any aspect of the
records relating to or payments made on account of beneficial ownership
interests in the Global Notes, or for maintaining, supervising or reviewing any
records relating to such beneficial ownership interests.
 
     Principal and interest payments on the New Notes registered in the name of
DTC's nominee will be made by the Trustee to DTC. Under the terms of the
Indenture, the Company and the Trustee will treat the persons in whose names the
New Notes are registered as the owners of such New Notes for the purpose of
receiving payment of principal and interest on such New Notes and for all other
purposes whatsoever. Therefore, neither the Company, the Trustee nor any Paying
Agent has any direct responsibility or liability for the payment of principal or
interest on the New Notes to owners of beneficial interests in the Global Notes.
DTC has advised the Company and the Trustee that its present practice is, upon
receipt of any payment of principal or interest, to immediately credit the
accounts of the DTC participants with such payment in amounts proportionate to
their respective holdings in principal amount of beneficial interests in the
Global Notes as shown on the records of DTC. Payments by DTC participants and
indirect participants to owners of beneficial interests in the Global Notes will
be governed by standing instructions and customary practices, as is now the case
with securities held for the accounts of customers in bearer form or registered
in 'street name', and will be the responsibility of the DTC participants or
indirect participants.
 
     If DTC is at any time unwilling or unable to continue as depository and a
successor depository is not appointed by the Company within 90 days, the Company
will issue New Notes in definitive form in exchange for the Global Notes. In
addition, the Company may at any time determine not to have the New Notes
represented by Global Notes and, in such event, will issue New Notes in
definitive form in exchange for the Global Notes. In either instance, an owner
of a beneficial interest in the Global Notes will be entitled to have New Notes
equal in principal amount to such beneficial interest registered in its name and
will be entitled to physical delivery of such New Notes endorsed thereon in
definitive form. New Notes so issued in definitive form will be issued in
denominations of $1,000 and integral multiples thereof and will be issued in
registered form only, without coupons.
 
SAME-DAY SETTLEMENT AND PAYMENT
 
     All payments of principal and interest on the New Notes will be made by the
Company in immediately available funds.
 
     Secondary trading in long-term notes and debentures of corporate issuers is
generally settled in clearing-house or next-day funds. In contrast, the New
Notes will trade in DTC's Same-Day Funds Settlement System until maturity, and
secondary market trading activity in the New Notes will therefore be required by
DTC to settle in immediately available funds. No assurance can be given as to
the effect, if any, of settlement in immediately available funds on trading
activity in the New Notes.
 
OTHER PROVISIONS
 
     In general, provisions in the Indenture with respect to the Company's
limitations on liens, merger and consolidation of the Company, events of
default, defeasance and modification of the Indenture that apply to the Old
Debentures also will apply to the New Notes; except that pursuant to the Second
Supplemental Indenture (a) the New Notes will be subject to covenant defeasance
and (b) the clause in the merger and consolidation covenant prohibiting a
merger, consolidation or sale of substantially all of the Company's assets if,
as a result, such assets would be encumbered without equally securing the
outstanding debt under the old Indenture, has been eliminated.
 
                                       26

                  CERTAIN U.S. FEDERAL INCOME TAX CONSEQUENCES
 
     The following discussion is a summary of certain U.S. Federal income tax
consequences of the Exchange Offer to holders of Old Debentures and of the
ownership and disposition of New Notes acquired pursuant to the Exchange Offer.
This summary is based on the Internal Revenue Code of 1986, as amended (the
'Code'), existing and proposed Treasury Regulations, Internal Revenue Service
('IRS') rulings, official pronouncements and judicial decisions, all as of the
date hereof and all of which are subject to change, possibly with retroactive
effect, or different interpretations. This summary is applicable only to persons
who hold Old Debentures (and who will hold New Notes) as capital assets. This
summary does not discuss all the U.S. Federal income tax consequences that may
be relevant to a holder of Old Debentures in light of the holder's particular
circumstances. In particular, this summary does not address any special rules
that may be applicable to insurance companies, tax-exempt persons, financial
institutions, regulated investment companies, dealers in securities or
currencies, pass-through entities, persons that hold Old Debentures or New Notes
as part of an integrated investment (including a 'straddle') consisting of Old
Debentures or New Notes and one or more other positions, foreign corporations,
persons who are not citizens or residents of the United States, foreign estates,
foreign trusts or persons whose functional currency is other than the United
States dollar. In addition, this summary does not address any state or local tax
considerations that may be relevant to a holder's decision to exchange Old
Debentures for New Notes pursuant to the Exchange Offer.
 
     THE FOLLOWING IS NOT TAX ADVICE TO ANY HOLDER OF OLD DEBENTURES. ALL
HOLDERS OF OLD DEBENTURES SHOULD CONSULT THEIR OWN TAX ADVISORS REGARDING THE
UNITED STATES FEDERAL, STATE AND LOCAL TAX CONSEQUENCES OF THE EXCHANGE OF OLD
DEBENTURES FOR NEW NOTES AND OF THE OWNERSHIP AND DISPOSTION OF NEW NOTES
RECEIVED IN THE EXCHANGE OFFER IN LIGHT OF THEIR OWN PARTICULAR CIRCUMSTANCES.
 
EXCHANGE OF OLD DEBENTURES FOR NEW NOTES
 
     Assuming the Old Debentures and New Notes represent 'securities' for U.S.
Federal income tax purposes (as discussed below), an exchange of Old Debentures
for New Notes pursuant to the Exchange Offer (an 'Exchange') will constitute a
recapitalization under section 368(a)(1)(E) of the Code. In a recapitalization,
no loss may be recognized, and gain, if any, is generally recognized only to the
extent of 'boot' (which term does not include amounts attributable to accrued
but unpaid interest) that is received in the recapitalization. In the case of
the Exchange Offer, (i) the amount of money received in lieu of a fractional New
Note and (ii) the fair market value of any excess of the principal amount of the
New Notes received over the principal amount of the Old Debentures (the 'Excess
Principal Amount') surrendered will constitute 'boot'. Any gain recognized will
generally be treated as capital gain, but may be subject to ordinary income
treatment if the holder acquired the Old Debenture at a market discount, as
discussed below. In addition, a cash-basis holder of Old Debentures who
exchanges an Old Debenture for a New Note may be required to recognize as
interest income received on the Exchange Date (rather than when paid) an amount
attributable to interest accrued on such Old Debenture from June 1, 1998 (in the
case of an Old 2002 Debenture) and February 15, 1998 (in the case of an Old 2003
Debenture) through the Exchange Date.
 
     If the exchange of Old Debentures for New Notes qualifies as a
recapitalization, a holder who acquires New Notes will have (i) a fair market
value tax basis in a portion of the New Notes corresponding to the Excess
Principal Amount; and (ii) a tax basis in the remainder of the New Notes equal
to the holder's adjusted tax basis in the Old Debentures surrendered in the
exchange, decreased by the amount of 'boot' (including the fair market value of
the Excess Principal Amount) received and increased by the amount of gain, if
any, recognized as a result of the receipt of such 'boot'. The holding period of
that portion of the New Notes corresponding to the Excess Principal Amount will
commence on the day following the Exchange Date and the holding period of the
remainder of the New Notes will include the period during which the holder held
the Old Debentures.
 
     Whether an Exchange will constitute a recapitalization under section
368(a)(1)(E) of the Code as described above will depend, in part, on whether
both the Old Debentures and the New Notes are
 
                                       27

'securities' for U.S. Federal income tax purposes. Although the treatment of the
New Notes is not entirely certain because, among other things, their stated term
is less than ten years, the Company believes that both the Old Debentures and
the New Notes should be treated as 'securities' for U.S. Federal income tax
purposes and that an Exchange should constitute a recapitalization within the
meaning of section 368(a)(1)(E) of the Code.
 
     Some holders of Old Debentures may have acquired them at a 'market
discount'. For this purpose, 'market discount' is the excess (if any) of the
principal amount over the holder's acquisition price, subject to a statutory de
minimis exception. Gain recognized on the exchange of such Old Debentures for
New Notes (as discussed above) will be treated as ordinary income to the extent
of the portion of such market discount which has accrued from the acquisition
date of such Old Debentures to the Exchange Date. In addition, any unrecognized
accrued market discount on such Old Debentures will carry over to the New Notes,
and any unaccrued market discount on such Old Debentures will carry over to the
New Notes and will accrue over the term of the New Notes.
 
     If an Exchange of Old Debentures for New Notes is not a recapitalization, a
holder would have a taxable event for purposes of U.S. Federal income taxation,
and must recognize capital gain or loss equal to the difference between (i) if
the New Notes are traded on an established market, the fair market value of the
New Notes on the Exchange Date plus any cash received in lieu of a fractional
New Note (or, if the New Notes are not traded on an established market, then the
fair market value of the Old Debentures) and (ii) the holder's tax basis of the
Old Debentures surrendered. Any gain may be subject to ordinary income treatment
if the holder acquired the Old Debentures at a market discount.
 
NEW NOTES
 
     Stated Interest on New Notes. In general, interest at the New Coupon from
and after the Exchange Date will be ordinary income, taxable when accrued, in
the case of a holder utilizing the accrual method of accounting, or when
received, in the case of a holder utilizing the cash method of accounting.
 
     Bond Premium. If a holder's tax basis in New Notes immediately after the
Exchange (determined in the manner discussed above) exceeds the principal amount
of such New Notes, such excess will constitute amortizable bond premium which
the holder may elect to amortize under a constant yield method under section 171
of the Code. A holder that elects to amortize bond premium must reduce the tax
basis in the New Notes by the amount so amortized. The amortizable bond premium
will be treated as an offset to interest income rather than as a separate
deduction item. An election to amortize bond premium under section 171 of the
Code by a holder will apply to all obligations owned or acquired by the holder
in the current and all subsequent taxable years and may not be revoked without
the permission of the IRS. If an election to amortize bond premium is not made,
a holder must include the full amount of each interest payment in income in
accordance with its regular method of accounting and will receive a tax benefit
from the premium only in computing gain or loss upon the redemption, sale or
other disposition of the New Notes.
 
     Sale of the New Notes. In general, upon a sale, or other disposition of the
New Notes, a holder will recognize gain or loss equal to the difference between
(i) the amount realized on the disposition (other than amounts attributable to
accrued but unpaid interest which will be taxable as such) and (ii) the holder's
tax basis in the New Notes. Such gain or loss will generally be capital gain or
loss (subject to the market discount rules.)
 
BACKUP WITHHOLDING
 
     A holder of New Notes may be subject to backup withholding at a rate of 31
percent with respect to interest paid or the proceeds of a redemption, sale or
other disposition of the New Notes, unless the holder provides its taxpayer
identification number and certain required certifications to the payor or
otherwise establishes an exemption. Any amounts so withheld would be allowed as
a credit against the holder's U.S. Federal income tax liability.
 
                                       28

                              PLAN OF DISTRIBUTION
 
     The Company will exchange New Notes for Old Debentures. Accordingly, the
Company will not receive any proceeds from the exchange of New Notes for Old
Debentures.
 
     Based on an interpretation by the staff of the Division of Corporation
Finance of the Commission, the Company believes that the New Notes issued
pursuant to the Exchange Offer may be offered for resale, resold and otherwise
transferred by any holder thereof without compliance with the registration
requirements of the Securities Act.
 
     The Company has not entered into any arrangement or understanding with any
person to distribute the New Notes to be received in the Exchange Offer and, to
the best of the Company's information and belief, each person participating in
the Exchange Offer is acquiring the New Notes in the ordinary course of business
and has no arrangement or understanding with any person to participate in the
distribution of the New Notes.
 
     The Company has agreed to pay all expenses incident to the Exchange Offer
(other than commissions or concessions of any brokers or dealers).
 
                             VALIDITY OF NEW NOTES
 
     The validity of the New Notes will be passed upon for the Company by J.
Edward Smith, Senior Counsel, Corporate and Finance, of the Company.
 
                            INDEPENDENT ACCOUNTANTS
 
     The consolidated financial statements of the Company included in the Annual
Report on Form 10-K of the Company for the fiscal year ended December 31, 1997,
have been audited by Price Waterhouse LLP, independent accountants, as set forth
in their report dated January 28, 1998 accompanying such financial statements.
 
     With respect to the unaudited consolidated financial information of the
Company for the three month periods ended March 31, 1998 and 1997, incorporated
by reference in this Offering Circular, 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 22, 1998
incorporated by reference herein, states that they did not audit and they did
not express an opinion on that unaudited financial information. Price Waterhouse
has not carried out any significant or additional 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.
 
                                       29

                                   SCHEDULE A
 
FORMULA TO DETERMINE OLD 2002 DEBENTURE EXCHANGE PRICE

        
R       =     $1,000 (the redemption price per $1,000 principal amount of 9 7/8% Debentures Due June 1, 2002).
YLD     =     The yield to the maturity date of the Old 2002 Debenture equal to the sum of the 5 Year Benchmark
              Rate at the Price Determination Date and the 2002 Fixed Spread, expressed as a decimal number.
N       =     The number of regular semi-annual interest payments from (but excluding) the Exchange Date to (and
              including) the Maturity Date.
S       =     The number of days from and including the most recent date to which interest has been paid to (but
              excluding) the Exchange Date. The number of days is computed using the 30/360 day count method.
CPN     =     0.09875 (the nominal rate of interest payment on the Old 2002 Debentures expressed as a decimal
              number).
/       =     Divide. The term immediately to the left of the division symbol is divided by the term immediately
              to the right of the division symbol before any other addition or subtraction operations are
              performed.
exp     =     Exponentiate. The term to the left of the exponentiation symbol is raised to the power indicated by
              the term to the right of the exponentiation symbol.
 N
[S]
K=1     =     Summate. The term to the right of the summation symbol is separately calculated 'N' times
              (substituting for the 'K' in that term each whole number between 1 and N, inclusive), and the
              separate calculations are then added together.
PRICE   =     The Old 2002 Debenture Exchange Price.
PRICE   =                                                      R
                    (1+YLD/2) exp (N - S/180)

                                                                  
                          N
                    +    [S]                     1,000 (CPN/2)                 - 1,000 (CPN/2)(S/180)
                          K=1               (1+YLD/2) exp (K - S/180)

                                      A-1

FORMULA TO DETERMINE OLD 2003 DEBENTURE EXCHANGE PRICE

        
R       =     $1,000 (the redemption price per $1,000 principal amount of 9.20% Debentures Due February 15, 2003).
YLD     =     The yield to the maturity date of the Old 2003 Debenture equal to the sum of the 5 Year Benchmark
              Rate at the Price Determination Date and the 2003 Fixed Spread, expressed as a decimal number.
N       =     The number of regular semi-annual interest payments from (but excluding) the Exchange Date to (and
              including) the Maturity Date.
S       =     The number of days from and including the most recent date to which interest has been paid to, but
              excluding, the Exchange Date. The number of days is computed using the 30/360 day count method.
CPN     =     0.092 (the nominal rate of interest payment on the Old 2003 Debentures expressed as a decimal
              number).
/       =     Divide. The term immediately to the left of the division symbol is divided by the term immediately
              to the right of the division symbol before any other addition or subtraction operations are
              performed.
exp     =     Exponentiate. The term to the left of the exponentiation symbol is raised to the power indicated by
              the term to the right of the exponentiation symbol.
 N
[S]
K=1     =     Summate. The term to the right of the summation symbol is separately calculated 'N' times
              (substituting for the 'K' in that term each whole number between 1 and N, inclusive), and the
              separate calculations are then added together.
PRICE   =     The Old 2003 Debenture Exchange Price.
PRICE   =                                                      R
                    (1+YLD/2) exp (N - S/180)

                                                                   
                          N
                    +    [S]                      1,000 (CPN/2)                 - 1,000 (CPN/2)(S/180)
                          K=1               (1+YLD/2) exp (K - S/180)

                                      A-2

FORMULA TO DETERMINE NEW NOTE EXCHANGE PRICE

        
R       =     $1,000 (the redemption price per $1,000 principal amount of Notes Due July 1, 2005).
YLD     =     The yield to the maturity date of the New Notes equal to the sum of the 7 Year Benchmark Rate at the
              Price Determination Date and the 2005 Fixed Spread, expressed as a decimal number.
N       =     The number of regular semi-annual interest payments from (but excluding) the Exchange Date to (and
              including) the Maturity Date.
S       =     The number of days from, and including January 1, 1998, to but excluding, the Exchange Date. The
              number of days is computed using the 30/360 day count method.
CPN     =     The coupon rounded down in increments of 1/8 of 1% such that the New Bond Price is equal to or less
              than $1,000.
/       =     Divide. The term immediately to the left of the division symbol is divided by the term immediately
              to the right of the division symbol before any other addition or subtraction operations are
              performed.
exp     =     Exponentiate. The term to the left of the exponentiation symbol is raised to the power indicated by
              the term to the right of the exponentiation symbol.
 N
[S]
K=1     =     Summate. The term to the right of the summation symbol is separately calculated 'N' times
              (substituting for the 'K' in that term each whole number between 1 and N, inclusive), and the
              separate calculations are then added together.
PRICE   =     The New Note Exchange Price.
PRICE   =                                                      R
                    (1+YLD/2) exp (N - S/180)

                                                                               
                          N
                    +    [S]                      1,000 (CPN/2)                   -              1,000 (CPN/2)(S/180)
                          K=1               (1+YLD/2) exp (K - S/180)                          (1+YLD/2) exp (1 - S/180)

FORMULA TO DETERMINE EXCHANGE RATIO OF OLD DEBENTURES AND NEW NOTES

                                        
$1,000 x    Old Debenture Exchange Price      =  Principal amount of New Notes to be issued for each $1,000
              New Note Exchange Price            principal amount of Old Debentures tendered. Any amounts
                                                 not issued because of rounding downward to nearest $1,000
                                                 or integral multiple thereof will be paid in cash.

                                      A-3

                                   SCHEDULE B
 
Hypothetical Example for the Old 2002 Debenture Exchange Price
 
     This Schedule B provides a hypothetical illustration of the calculation of
the Old 2002 Debenture Exchange Price based on hypothetical data, and should,
therefore be used solely for the purpose of obtaining an understanding of the
calculation of the Old 2002 Debenture Exchange Price, as quoted at a
hypothetical 5 Year Benchmark Rate, and should not be used or relied upon for
any other purpose.

                                                  
Example:
 
     Hypothetical Price Determination Date           3:00 p.m., New York City time, on
                                                     May 18, 1998
 
     Exchange Date                                   June 25, 1998
 
     Hypothetical 5 Year Benchmark Rate on the       5.625%
       Price Determination Date
 
     R                                               $1,000
 
     YLD                                             5.875%
 
     CPN                                             9.875%
 
     N                                               8
 
     S                                               24
 
     PRICE                                           $1,138.59

                                   SCHEDULE C
 
Hypothetical Example for the Old 2003 Debenture Exchange Price
 
     This Schedule C provides a hypothetical illustration of the calculation of
the Old 2003 Debenture Exchange Price based on hypothetical data, and should,
therefore be used solely for the purpose of obtaining an understanding of the
calculation of the Old 2003 Debenture Exchange Price, as quoted at a
hypothetical 5 Year Benchmark Rate, and should not be used or relied upon for
any other purpose.

                                                       
Example:
     Hypothetical Price Determination Date                3:00 p.m., New York City time, on
                                                          May 18, 1998
     Exchange Date                                        June 25, 1998
     Hypothetical 5 Year Benchmark Rate on the Price      5.625%
       Determination Date
     R                                                    $1,000
     YLD                                                  5.905%
     CPN                                                  9.200%
     N                                                    10
     S                                                    130
     PRICE                                                $1,131.88

                                   SCHEDULE D
 
Hypothetical Example for the New Note Exchange Price
 
     This Schedule D provides a hypothetical illustration of the calculation of
the New Note Exchange Price based on hypothetical data, and should, therefore be
used solely for the purpose of obtaining an understanding of the calculation of
the New Note Exchange Price, as quoted at a hypothetical 7 Year Benchmark Rate,
and should not be used or relied upon for any other purpose.

                                                  
Example:
     Hypothetical Price Determination Date           3:00 p.m., New York City time, on
                                                     May 18, 1998
     Exchange Date                                   June 25, 1998
     Hypothetical 7 Year Benchmark Rate on the       5.726%
       Price Determination Date
     R                                               $1,000
     YLD                                             6.226%
     CPN                                             6.125%
     N                                               15
     S                                               174
     PRICE                                           $994.34

Hypothetical Example for the Exchange Ratio of Old Debentures and New Notes

                                                  
     Old 2002 Debenture Exchange Price               $1,138.59
     New Note Exchange Price                         $994.34
     Principal Amount of New Notes to be issued per  $1,000 x $1,138.59 = $1,145.07
       $1,000 principal amount of Old 2002                      ----------------------
       Debentures exchanged                                     $994.34
 
     Old 2003 Debenture Exchange Price               $1,131.88
     New Note Exchange Price                         $994.34
     Principal Amount of New Notes to be issued per  $1,000 x $1,131.88 = $1,138.32
       $1,000 principal amount of Old 2003                      ----------------------
       Debentures exchanged                                     $994.34

Exhibit T3E.2 -- Letter of Transmittal, dated as of May 20, 1998 for 
$250,000,000 9 7/8% Debentures due June 1, 2002:

                             LETTER OF TRANSMITTAL
 
                             TO TENDER FOR EXCHANGE
                       9 7/8% DEBENTURES DUE JUNE 1, 2002
                                      FOR
                             NOTES DUE JULY 1, 2005
                                       OF
                               ALLIEDSIGNAL INC.
                       PURSUANT TO THE OFFERING CIRCULAR
                               DATED MAY 20, 1998
 
THE EXCHANGE OFFER AND WITHDRAWAL RIGHTS WILL EXPIRE AT 5:00 P.M., NEW YORK CITY
TIME, ON THURSDAY, JUNE 18, 1998, UNLESS EXTENDED (THE 'EXPIRATION DATE').

                PLEASE READ CAREFULLY THE ATTACHED INSTRUCTIONS
 
IF YOU DESIRE TO ACCEPT THE EXCHANGE OFFER, THIS LETTER OF TRANSMITTAL SHOULD BE
            COMPLETED, SIGNED, AND SUBMITTED TO THE EXCHANGE AGENT:
 
                            THE CHASE MANHATTAN BANK

                                                                          
               By Fax:                      By Hand or Overnight Courier:                      By Mail:
            (214) 672-5932                  c/o Chase Bank of Texas, N.A.           c/o Chase Bank of Texas, N.A.
        Attention: Frank Ivins                 Corporate Trust Services                Corporate Trust Services
                                             1201 Main Street, 18th Floor                  P.O. Box 219052
                                                 Dallas, Texas 75202                   Dallas, Texas 75221-9052
                                                Attention: Frank Ivins                  Attention: Frank Ivins
                                                Phone: (214) 672-5678

                            ------------------------
 
     DELIVERY OF THIS LETTER OF TRANSMITTAL TO AN ADDRESS, OR TRANSMISSION VIA
FACSIMILE TO A NUMBER, OTHER THAN AS SET FORTH ABOVE WILL NOT CONSTITUTE A VALID
DELIVERY.
 
     For any questions regarding this Letter of Transmittal or for any
additional information you may contact the Exchange Agent.
 
     The undersigned hereby acknowledges receipt of the Offering Circular dated
May 20, 1998 (as it may be supplemented and amended from time to time, the
'Offering Circular') of ALLIEDSIGNAL INC. (the 'Company'), and this Letter of
Transmittal which together constitute the Company's offer (the 'Exchange Offer')
to exchange its Notes Due July 1, 2005 (the 'New Notes'), in an amount to be
determined as set forth below, for any and all of its $250,000,000 aggregate
principal amount of issued and outstanding 9 7/8% Debentures Due June 1, 2002
(the 'Old Debentures') from the registered holders (individually, a 'Holder' and
collectively, the 'Holders') thereof. Capitalized terms used but not defined
herein have the meanings ascribed to them in the Offering Circular.
 
     For the New Notes, the per annum interest rate (the 'New Coupon') will be
equal to the Reference Yield of the New Notes (as defined herein) rounded
downward to the nearest 1/8th of one percent. The 'Reference Yield of the New
Notes' will equal (i) the yield to maturity of the 6 1/2% U.S. Treasury Note due
May 15, 2005 (the '7 Year Benchmark Rate') plus (ii) 50 basis points.
 
     Each holder exchanging Old Debentures for New Notes pursuant hereto will
receive, in exchange for each $1,000 in aggregate principal amount of Old
Debentures exchanged, New Notes in a principal amount (rounded to the nearest
cent, with $0.005 to be taken as a full cent) equal to (a) $1,000 times (b) the
Old Debenture Exchange Price divided by (c) the New Note Exchange Price;
provided that New Notes will only be issued in denominations of $1,000 or
integral multiples thereof.
 
     The undersigned hereby tenders the Old Debentures described in Box 1 below,
upon the terms and subject to the conditions described in the Offering Circular
and this Letter of Transmittal. The

undersigned is the Holder of all such Old Debentures and the undersigned
represents that it has received from each beneficial owner of the tendered Old
Debentures ('Beneficial Owners') valid instructions which authorize and instruct
the undersigned to take the action described in this Letter of Transmittal.
 
     Subject to, and effective upon, the acceptance for exchange of the tendered
Old Debentures, the undersigned hereby exchanges, assigns and transfers to, or
upon the order of, the Company all right, title, and interest in, to and under
the tendered Old Debentures.
 
     Please issue the New Notes exchanged for tendered Old Debentures in the
name(s) of the undersigned. If Old Debentures not tendered or not exchanged are
to be delivered to a person other than to the Holder of the Old Debentures
tendered or to an address other than that of the Holder of such Old Debentures,
such Holder should so indicate in the section of this Letter of Transmittal
entitled 'Special Delivery Instructions' below (see Box 2).
 
     The undersigned hereby irrevocably constitutes and appoints the Exchange
Agent as the true and lawful agent and attorney in fact of the undersigned with
respect to the tendered Old Debentures, with full power of substitution (such
power of attorney being deemed to be an irrevocable power coupled with an
interest), to (i) deliver the tendered Old Debentures to the Company or cause
ownership of the tendered Old Debentures to be transferred to, or upon the order
of, the Company, on the books of the registrar for the Old Debentures and
deliver all accompanying evidences of transfer and authenticity to, or upon the
order of, the Company upon receipt by the Exchange Agent, as the undersigned's
agent, of the New Notes to which the undersigned is entitled upon acceptance by
the Company of the tendered Old Debentures pursuant to the Exchange Offer, and
(ii) receive all benefits and otherwise exercise all rights of beneficial
ownership of the tendered Old Debentures, all in accordance with the terms of
the Exchange Offer.
 
     The undersigned understands that tenders of Old Debentures pursuant to the
procedures described under the caption 'The Exchange Offer -- Procedures for
Tendering Old Debentures' in the Offering Circular and in the instructions
hereto will constitute a binding agreement between the undersigned and the
Company upon the terms and subject to the conditions of the Exchange Offer,
subject only to withdrawal of such tenders on the terms set forth in the
Offering Circular under the caption 'The Exchange Offer -- Withdrawal Rights.'
All authority herein conferred or agreed to be conferred shall survive the death
or incapacity of the undersigned and any Beneficial Owner(s), and every
obligation of the undersigned or any Beneficial Owner(s) hereunder shall be
binding upon the heirs, representatives, successors, and assigns of the
undersigned and such Beneficial Owner(s).
 
     The undersigned hereby represents and warrants that the undersigned has
full power and authority to tender, exchange, assign, and transfer the tendered
Old Debentures and that the Company will acquire good and unencumbered title
thereto, free and clear of all liens, restrictions, charges, encumbrances and
adverse claims when the tendered Old Debentures are acquired by the Company as
contemplated herein. The undersigned and each Beneficial Owner will, upon
request, execute and deliver any additional documents reasonably requested by
the Company or the Exchange Agent as necessary or desirable to complete and give
effect to the transactions contemplated hereby.
 
     The undersigned hereby represents and warrants that the information set
forth in Box 1 is true and correct.
 
     Holders of Old Debentures that are tendering by book-entry transfer to the
Exchange Agent's account at DTC can execute the tender through the DTC Automated
Tender Offer Program ('ATOP'), for which the transaction will be eligible. DTC
participants that are accepting the Exchange Offer must transmit their
acceptance to DTC, which will verify the acceptance and execute a book-entry
delivery to the Exchange Agent's DTC account. DTC will then send an Agent's
Message to the Exchange Agent for its acceptance. DTC participants may also
accept the Exchange Offer prior to the Expiration Date by submitting a Notice of
Guaranteed Delivery through ATOP.
 
                                       2

PLEASE CHECK THE APPROPRIATE BOX
 
[ ] CHECK HERE IF OLD DEBENTURES ARE BEING DELIVERED HEREWITH.
 
[ ] CHECK HERE IF OLD DEBENTURES ARE BEING DELIVERED PURSUANT TO A NOTICE OF
    GUARANTEED DELIVERY PREVIOUSLY DELIVERED TO THE EXCHANGE AGENT AND COMPLETE
    'USE OF GUARANTEED DELIVERY' BELOW (BOX 3).
 
[ ] CHECK HERE IF TENDERED OLD DEBENTURES ARE BEING DELIVERED BY BOOK-ENTRY
    TRANSFER MADE TO THE ACCOUNT MAINTAINED BY THE EXCHANGE AGENT WITH THE
    BOOK-ENTRY TRANSFER FACILITY AND COMPLETE 'USE OF BOOK-ENTRY TRANSFER' BELOW
    (BOX 4).
 
[ ] CHECK HERE IF TENDERED OLD DEBENTURES ARE NOT BEING DELIVERED BY BOOK-ENTRY
    TRANSFER AND COMPLETE 'DTC PARTICIPANT INFORMATION' BELOW (BOX 5).
 
                 PLEASE READ THIS ENTIRE LETTER OF TRANSMITTAL
                     CAREFULLY BEFORE COMPLETING THE BOXES

                                                            BOX 1
                                        (ATTACH ADDITIONAL SIGNED PAGES, IF NECESSARY)
                                            DESCRIPTION OF OLD DEBENTURES TENDERED
                                                                                 OLD DEBENTURES TENDERED
                                                                       (ATTACH ADDITIONAL SCHEDULE, IF NECESSARY)
                                                                                                            TOTAL PRINCIPAL
          NAME(S) AND ADDRESS(ES) OF HOLDER(S)                  CERTIFICATE        AGGREGATE PRINCIPAL          AMOUNT
      (PLEASE FILL IN, IF BLANK, EXACTLY AS NAME(S)             NUMBER(S)*         AMOUNT REPRESENTED      OF OLD DEBENTURES
              APPEAR(S) ON OLD DEBENTURES)                     OF DEBENTURES        BY CERTIFICATE(S)         TENDERED**

 TOTAL
  * Need not be completed by persons tendering by book-entry transfer.
 ** Tenders may only be made in denominations of $1,000 or integral multiples thereof. Unless otherwise indicated in this
    column, the principal amount of all Old Debentures identified in this Box 1 or delivered to the Exchange Agent herewith
    shall be deemed tendered. See Instruction 4.

                                       3

 
                         BOX 2
             SPECIAL DELIVERY INSTRUCTIONS
             (SEE INSTRUCTIONS 5, 6 AND 7)
 
To be completed ONLY if New Notes exchanged for Old
Debentures and untendered Old Debentures are to be sent
to someone other than the undersigned, or to the
undersigned at an address other than that shown above.
Mail any Old Debenture(s) not tendered hereby to:
Name(s):_______________________________________________
                     (Please Print)
Address:_______________________________________________

_______________________________________________________

_______________________________________________________
                   (include Zip Code)
Tax Identification or
Social Security No.:__________________________________

                      BOX 3
             USE OF GUARANTEED DELIVERY
                 (SEE INSTRUCTION 2)
 
To be completed only if Old Debentures are being
tendered by means of a Notice of Guaranteed Delivery.

Name(s) of Holder(s):________________________________

Window Ticket No. (if any):__________________________
Date of Execution of Notice
of Guaranteed Delivery:______________________________
Name of Eligible Institution
that Guaranteed Delivery:____________________________
If Delivered by Book-Entry Transfer, complete the
following:

DTC Account Number:_________________________________

Transaction Code Number:____________________________

                                       4

 
                                  BOX 4
                        USE OF BOOK-ENTRY TRANSFER
                            (SEE INSTRUCTION 1)
 
To be completed only if delivery of Old Debentures is to be made by book-entry
transfer.
Name of Tendering Institution:__________________________________________________

Name of DTC Participant:________________________________________________________

DTC Participant Number:_________________________________________________________

Transaction Code Number:________________________________________________________
 
                                     BOX 5
                          DTC PARTICIPANT INFORMATION
                              (SEE INSTRUCTION 1)
 
To be completed to indicate how New Notes are to be delivered by book-entry
transfer.

Name of DTC Participant:________________________________________________________

DTC Participant Number:_________________________________________________________

                                       5

 
                                     BOX 6
                           TENDERING HOLDER SIGNATURE
                           (SEE INSTRUCTIONS 1 AND 5)
                     IN ADDITION, COMPLETE SUBSTITUTE FORM W-9
X_______________________________________________________________________________

X_______________________________________________________________________________
                  (Signature of Holder(s) or Authorized Signatory)
 
Note: The above lines must be signed by the registered holder(s) of Old
Debentures as their name(s) appear(s) therein or on the DTC security position
listing with respect thereto or by the person(s) authorized to become registered
holder(s) (evidence of such authorization must be transmitted with this Letter
of Transmittal). If signature is by a trustee, executor, administrator,
guardian, attorney-in-fact, officer, or other person acting in a fiduciary or
representative capacity, such person must set forth his or her full title below.
See Instruction 5.

Name(s):________________________________________________________________________

Capacity:_______________________________________________________________________

Address:________________________________________________________________________
                                  (Zip Code)

Area Code and Telephone Number:_________________________________________________

Tax Identification or Social Security Number:___________________________________

                                SIGNATURE GUARANTEE
                           (IF REQUIRED BY INSTRUCTION 5)

Authorized Signature X__________________________________________________________

Name:___________________________________________________________________________
                                   (please print)

Title:__________________________________________________________________________

Name of Firm:___________________________________________________________________
            (Must be an Eligible Institution as defined in Instruction 5)

Address:________________________________________________________________________

________________________________________________________________________________

________________________________________________________________________________
                                      (Zip Code)

Area Code and Telephone Number:_________________________________________________

Dated:__________________________________________________________________________

                                       6

 

                                        PAYER'S NAME: THE CHASE MANHATTAN BANK
 
                               Please fill out your name and address below:
 SUBSTITUTE                    _____________________________________________________________________________________________
 FORM W-9                      Name
                               _____________________________________________________________________________________________
DEPARTMENT OF THE TREASURY     Address (Number and street)
INTERNAL REVENUE SERVICE       _____________________________________________________________________________________________
                               City, State and Zip Code
                               _____________________________________________________________________________________________
                               PART 1 -- PLEASE PROVIDE YOUR TIN IN THE BOX AT         _____________________________________
                               RIGHT AND CERTIFY BY SIGNING AND DATING BELOW.                Social Security Number
                                                                                       OR___________________________________
                                                                                         Employer Identification Number
PAYER'S REQUEST FOR            PART 2 --                                                                      
TAXPAYER IDENTIFICATION        CERTIFICATION -- UNDER PENALTIES OF PERJURY, I CERTIFY THAT:                   
NUMBER (TIN)                   (1) The number shown on this form is my correct Taxpayer Identification Number (or I am
                               waiting for a number to be issued to me) and (2) I am not subject to backup withholding
                               either because (a) I am exempt from backup withholding; or (b) I have not been notified
                               by the Internal Revenue Service (the 'IRS') that I am subject to backup withholding as a
                               result of failure to report all interest and dividends, or (c) the IRS has notified me
                               that I am no longer subject to backup withholding.
        
                                                                                                      PART 3 --
                                                                                                      Awaiting TIN  [ ]
                                                                                                      Exempt  [ ]
 
                               CERTIFICATION INSTRUCTIONS -- You must cross out item (2) above if you have been
                               notified by the IRS that you are subject to backup withholding because of
                               under-reporting interest or dividends on your tax return. However, if after being
                               notified by the IRS that you were subject to backup withholding you received another
                               notification from the IRS stating that you are no longer subject to backup withholding,
                               do not cross out item (2). If you are exempt from backup withholding, check the
                               applicable box in Part 3.
                               SIGNATURE______________________________________________   DATE_________________________

                               NAME (Please Print)____________________________________________________________________

                               ADDRESS (Number and street)____________________________________________________________

                               City, State and Zip Code_______________________________________________________________

   NOTE: FAILURE TO COMPLETE AND RETURN THIS FORM MAY RESULT IN BACKUP
         WITHHOLDING OF 31% OF ANY PAYMENTS MADE TO YOU PURSUANT TO THE OFFER
         AND THE SOLICITATION. PLEASE REVIEW THE ENCLOSED GUIDELINES FOR
         CERTIFICATION OF TAXPAYER IDENTIFICATION NUMBER OF SUBSTITUTE FORM
         W-9 FOR ADDITIONAL DETAILS.
 
         YOU MUST COMPLETE THE FOLLOWING CERTIFICATE IF YOU CHECKED THE
         APPLICABLE BOX IN PART 3 OF SUBSTITUTE FORM W-9.
 
                                       8
 
              CERTIFICATE OF AWAITING TAXPAYER IDENTIFICATION NUMBER
   I certify under penalties of perjury that a taxpayer identification number
   has not been issued to me, and either (a) I have mailed or delivered an
   application to receive a taxpayer identification number to the appropriate
   Internal Revenue Service Center or Social Security Administration Office or
   (b) I intend to mail or deliver an application in the near future. I
   understand that if I do not provide a taxpayer identification number to the
   payor by the time of payment, 31% of all reportable payments made to me will
   be withheld until I provide a number and that, if I do not provide my
   taxpayer identification number within 60 days, such retained amounts shall be
   remitted to the IRS as backup withholding.

   SIGNATURE________________________________________  DATE______________________
 
                                       7

                     INSTRUCTIONS TO LETTER OF TRANSMITTAL
         FORMING PART OF THE TERMS AND CONDITIONS OF THE EXCHANGE OFFER
 
     1. Delivery of this Letter of Transmittal and Old Debentures. This Letter
of Transmittal is to be completed by Holders of tendered Old Debentures if
certificates representing such tendered Old Debentures are to be forwarded
herewith pursuant to the procedures set forth in the Offering Circular under
'The Exchange Offer -- Procedures for Tendering Old Debentures,' unless delivery
of such certificates is to be made by book-entry transfer to the Exchange
Agent's account maintained by DTC through ATOP. For a Holder to properly tender
Old Debentures pursuant to the Exchange Offer, a properly completed and duly
executed copy of this Letter of Transmittal, including the Substitute Form W-9,
and any other documents required by this Letter of Transmittal must be received
by the Exchange Agent at its address set forth herein, and either (i)
certificates for tendered Old Debentures must be received by the Exchange Agent
at its address set forth herein, or (ii) such tendered Old Debentures must be
transferred pursuant to the procedures for book-entry transfer described in the
Offering Circular under the caption 'The Exchange Offer -- Procedures for
Tendering Old Debentures' (and a confirmation of such transfer must be received
by the Exchange Agent) in each case prior to Expiration Date. The method of
delivery of certificates for tendered Old Debentures, this Letter of Transmittal
and all other required documents to the Exchange Agent is at the election and
risk of the tendering Holder and the delivery will be deemed made only when
actually received by the Exchange Agent. If delivery is by mail, registered mail
with return receipt requested, properly insured, is recommended. Instead of
delivery by mail, it is recommended that the Holder use an overnight or hand
delivery service. In all cases, sufficient time should be allowed to assure
timely delivery. No Letter of Transmittal or certificates for Old Debentures
should be sent to the Company. Neither the Company nor the Exchange Agent is
under any obligation to notify any tendering holder of the Company's acceptance
of tendered Old Debentures prior to the closing of the Exchange Offer. New Notes
will be delivered only in book-entry form through DTC and only to the DTC
account of the tendering Holder or the tendering Holder's Custodian.
Accordingly, a Holder who tenders Old Debentures must specify in Box 5 the DTC
Participant name and number to which the New Notes should be delivered.
 
     2. Guaranteed Delivery Procedures. If a Holder desires to tender Old
Debentures pursuant to the Exchange Offer and (a) certificates representing such
tendered Old Debentures are not immediately available, (b) time will not permit
such Holder('s) Letter of Transmittal, certificates representing such tendered
Old Debentures and all other required documents to reach the Exchange Agent
prior to the Expiration Date, or (c) the procedures for book-entry transfer
cannot be completed prior to the Expiration Date, such Holder may tender Old
Debentures pursuant to the procedures set forth below and in the Offering
Circular under 'The Exchange Offer -- Guaranteed Delivery Procedures' (including
the completion of Box 3 above). Pursuant to such procedures, (i) the tender must
be made by or through an Eligible Institution (as defined below), (ii) a
properly completed and duly executed Notice of Guaranteed Delivery,
substantially in the form provided by the Company herewith, or an Agent's
Message with respect to a guaranteed delivery that is accepted by the Company,
must be received by the Exchange Agent on or prior to the Expiration Date, and
(iii) the certificates for the tendered Old Debentures, in proper form for
transfer (or a Book-Entry Confirmation of the transfer of such tendered Old
Debentures to the Exchange Agent's account at DTC as described in the Offering
Circular), together with a Letter of Transmittal (or manually signed facsimile
thereof) properly completed and duly executed, with any required signature
guarantees and any other documents required by the Letter of Transmittal or a
properly transmitted Agent's Message, must be received by the Exchange Agent
within three NYSE trading days after the date of execution of the Notice of
Guaranteed Delivery. Any Holder who wishes to tender Old Debentures pursuant to
the guaranteed delivery procedures described above must ensure that the Exchange
Agent receives the Notice of Guaranteed Delivery relating to such tendered Old
Debentures prior to the Expiration Date. Failure to complete the guaranteed
delivery procedures outlined above will not, of itself, affect the validity or
effect a revocation of any Letter of Transmittal form properly completed and
executed by an Eligible Holder who attempted to use the guaranteed delivery
process.
 
     3. Beneficial Owner Instructions to Holders. Only a Holder in whose name
Old Debentures are registered on the books of the registrar (or the legal
representative or attorney-in-fact of such
 
                                       8

registered holder) or whose name appears on a DTC security position listing as a
holder of Old Debentures may execute and deliver this Letter of Transmittal. Any
Beneficial Owner of Old Debentures who is not the Holder must arrange promptly
with the Holder to execute and deliver this Letter of Transmittal on his or her
behalf.
 
     4. Partial Tenders. Tenders of Old Debentures will be accepted only in
denominations of $1,000 or in integral multiples thereof. If less than the
entire principal amount of Old Debentures held by the Holder is tendered, the
Holder should fill in the principal amount tendered in the column labeled 'Total
Principal Amount of Old Debentures Tendered' of the box entitled 'Description of
Old Debentures Tendered' (see Box 1) above. The entire principal amount of Old
Debentures delivered to the Exchange Agent will be deemed to have been tendered
unless otherwise indicated. If the entire principal amount of all Old Debentures
held by the Holder is not tendered, then new certificates representing the Old
Debentures for the principal amount of Old Debentures not tendered will be sent
to the Holder at its registered address, unless a different address is provided
in Box 2 above entitled 'Special Delivery Instructions' on this Letter of
Transmittal, as soon as practicable following the Expiration Date.
 
     5. Signatures on the Letter of Transmittal; Bond Powers and Endorsements;
Guarantee of Signatures. If this Letter of Transmittal is signed by the
Holder(s) of the tendered Old Debentures, the signature must correspond with the
name(s) as written on the face of the tendered Old Debentures without
alteration, enlargement or any change whatsoever. If any of the tendered Old
Debentures are owned of record by two or more joint owners, all such owners must
sign this Letter of Transmittal. If any tendered Old Debentures are held in
different names, it will be necessary to complete, sign and submit as many
separate copies of the Letter of Transmittal as there are different names in
which such tendered Old Debentures are held.
 
     If this Letter of Transmittal is signed by the Holder(s) of Old Debentures,
and New Notes issued in exchange therefor are to be issued (and any untendered
principal amount of Old Debentures is to be reissued) in the name of the
Holder(s), then such Holder(s) need not and should not endorse any Old
Debentures, nor provide a separate bond power. In any other case, such Holder(s)
must either properly endorse the tendered Old Debentures or transmit a properly
completed separate bond power with this Letter of Transmittal with the
signature(s) on the endorsement or bond power guaranteed by a Medallion
Signature Guarantor (as defined below).
 
     If this Letter of Transmittal is signed by a person other than the
Holder(s) of any tendered Old Debentures, such tendered Old Debentures must be
endorsed or accompanied by appropriate bond powers, in each case, signed as the
name(s) of the Holder(s) appear(s) on the tendered Old Debentures, with the
signature(s) on the endorsement or bond power guaranteed by a Medallion
Signature Guarantor.
 
     If this Letter of Transmittal or any tendered Old Debentures or bond powers
are signed by trustees, executors, administrators, guardians, attorney-in-fact,
officers of corporations, or others acting in a fiduciary or representative
capacity, such persons should so indicate when signing and, unless waived by the
Company, evidence satisfactory to the Company of their authority to so act must
be submitted with this Letter of Transmittal.
 
     Signatures on this Letter of Transmittal must be guaranteed by a recognized
participant in the Securities Transfer Agents Medallion Program, the New York
Stock Exchange Medallion Signature Program or the Stock Exchange Medallion
Program (each a 'Medallion Signature Guarantor'), unless the Old Debentures are
tendered (i) by the Holder of the Old Debentures (or by a participant in DTC
whose name appears on a security position listing as the owner of such Old
Debentures) who has not completed Box 2 ('Special Delivery Instructions') on
this Letter of Transmittal, or (ii) for the account of a member firm of a
registered national securities exchange, a member of the National Association of
Securities Dealers, Inc. ('NASD') or a commercial bank or trust company having
an office or correspondent in the United States (each of the foregoing being
referred to as an 'Eligible Institution'). If the tendered Old Debentures are
registered in the name of a person other than the signer of the Letter of
Transmittal or if Old Debentures not tendered are to be returned to a person
other than the Holder, then the signature on this Letter of Transmittal
accompanying the tendered Old Debentures must be guaranteed by a Medallion
Signature Guarantor as described above. Beneficial Owners
 
                                       9

whose tendered Old Debentures are registered in the name of a broker, dealer,
commercial bank, trust company or other nominee must contact such broker,
dealer, commercial bank, trust company or other nominee if they desire to tender
such Old Debentures.
 
     6. Special Delivery Instructions. Holders should indicate in Box 2
('Special Delivery Instructions') the name and address to which the New Notes
and/or substitute Old Debentures for principal amounts not tendered or not
accepted for exchange are to be sent, if different from the name and address of
the person signing this Letter of Transmittal. In the case of issuance in a
different name, the taxpayer identification or social security number of the
person named must also be indicated.
 
     7. Transfer Taxes. The Company will pay all transfer taxes, if any,
applicable to the exchange of Old Debentures pursuant to the Exchange Offer. If,
however, a transfer tax is imposed for any reason other than the transfer and
exchange of Old Debentures pursuant to the Exchange Offer, then the amount of
any such transfer taxes (whether imposed on the Holder or on any other person)
will be payable by the Holder. If satisfactory evidence of payment of such taxes
or exemption therefrom is not submitted with this Letter of Transmittal, the
amount of such transfer taxes will be billed directly to such Holder.
 
     It will not be necessary for transfer tax stamps to be affixed to the
tendered Old Debentures listed in this Letter of Transmittal.
 
     8. Tax Identification Number. Federal income tax law requires that the
Holder(s) of any Old Debentures which are accepted for exchange must provide the
Exchange Agent (as payor) with its correct taxpayer identification number
('TIN'), which, in the case of a Holder who is an individual, is his or her
social security number. If the Exchange Agent is not provided with the correct
TIN, the Holder may be subject to backup withholding and a $50 penalty imposed
by the Internal Revenue Service ('IRS'). (If withholding results in an
over-payment of taxes, a refund may be obtained.) Certain Holders (including,
among others, all corporations and certain foreign individuals) are not subject
to these backup withholding and reporting requirements. See the enclosed
'Guidelines for Certification of Taxpayer Identification Number on Substitute
Form W-9' for additional instructions.
 
     To prevent backup withholding, each Holder of tendered Old Debentures must
provide such Holder's correct TIN by completing the Substitute Form W-9 set
forth herein, certifying that the TIN provided is correct (or that such Holder
is awaiting a TIN), and that (i) the Holder has not been notified by the IRS
that such Holder is subject to backup withholding as a result of failure to
report all interest or dividends or (ii) if previously so notified, the IRS has
notified the Holder that such Holder is no longer subject to backup withholding.
If the tendered Old Debentures are registered in more than one name or are not
in the name of the actual owner, consult the 'Guidelines for Certification of
Taxpayer Identification Number on Substitute Form W-9' for information on which
TIN to report.
 
     The Company reserves the right in its sole discretion to take whatever
steps are necessary to comply with the Company's obligation regarding backup
withholding.
 
     9. Validity of Tenders. All questions as to the validity, form, eligibility
(including time of receipt), acceptance and withdrawal of tendered Old
Debentures will be determined by the Company in its sole discretion, which
determination will be final and binding. The Company reserves the right to
reject any and all Old Debentures not validly tendered or any Old Debentures the
Company's acceptance of which would, in the opinion of the Company or its
counsel, be unlawful. The Company also reserves the right to waive any
conditions of the Exchange Offer or defects or irregularities in tenders of Old
Debentures as to any ineligibility of any Holder who seeks to tender Old
Debentures in the Exchange Offer. The interpretation of the terms and conditions
of the Exchange Offer (including this Letter of Transmittal and the instructions
hereto) by the Company shall be final and binding on all parties. Unless waived,
any defects or irregularities in connection with tenders of Old Debentures must
be cured within such time as the Company shall determine. Neither the Company,
the Exchange Agent nor any other person shall be under any duty to give
notification of defects or irregularities with respect to tenders of Old
Debentures, nor shall any of them incur any liability for failure to give such
notification. Tenders of Old Debentures will not be deemed to have been made
until such defects or irregularities have been cured or waived. Any Old
Debentures received by the Exchange Agent that are not properly tendered and as
to which the defects or irregularities have not been cured or waived will be
returned by
 
                                       10

the Exchange Agent to the Holders, unless otherwise provided in this Letter of
Transmittal, as soon as practicable following the Expiration Date.
 
     10. Waiver of Conditions. The Company reserves the absolute right to amend,
waive or modify any of the conditions in the Exchange Offer in the case of any
Old Debentures.
 
     11. No Conditional Tender. No alternative, conditional, irregular or
contingent tender of Old Debentures or transmittal of this Letter of Transmittal
will be accepted.
 
     12. Mutilated, Lost, Stolen or Destroyed Debentures. Any Holder whose
tendered Old Debentures have been mutilated, lost, stolen or destroyed should
contact the Exchange Agent at the address indicated herein for further
instructions.
 
     13. Requests for Assistance or Additional Copies. Questions and requests
for assistance and requests for additional copies of the Offering Circular or
this Letter of Transmittal may be directed to the Exchange Agent or the
Information Agent at the addresses and telephone numbers indicated herein.
Holders may also contact their broker, dealer, commercial bank, trust company or
other nominee for assistance concerning the Exchange Offer.
 
     14. Acceptance of Tendered Old Debentures and Issuance of New Notes; Return
of Old Debentures. Subject to the terms and conditions of the Exchange Offer,
the Company will accept for exchange all validly tendered Old Debentures as soon
as practicable after the Expiration Date and will issue New Notes therefor on
the fifth business day following the Expiration Date. For purposes of the
Exchange Offer, the Company shall be deemed to have accepted tendered Old
Debentures when, as and if the Company has given written or oral notice
(immediately followed in writing) thereof to the Exchange Agent. If any tendered
Old Debentures are not exchanged pursuant to the Exchange Offer for any reason,
such unexchanged Old Debentures will be returned, without expense, to the
undersigned at the address shown in Box 1 or at a different address as may be
indicated in Box 2 'Special Delivery Instructions'.
 
     15. Withdrawal. Tenders may be withdrawn only pursuant to the procedures
set forth in the Offering Circular under the caption 'The Exchange
Offer -- Withdrawal Rights'.
 
                                       11

Exhibit T3E.3 -- Letter of Transmittal dated May 20, 1998 for
$100,000,000 9.20% Debentures due February 15, 2003

                             LETTER OF TRANSMITTAL
 
                             TO TENDER FOR EXCHANGE
                     9.20% DEBENTURES DUE FEBRUARY 15, 2003
                                      FOR
                             NOTES DUE JULY 1, 2005
                                       OF
                               ALLIEDSIGNAL INC.
                       PURSUANT TO THE OFFERING CIRCULAR
                               DATED MAY 20, 1998
 
THE EXCHANGE OFFER AND WITHDRAWAL RIGHTS WILL EXPIRE AT 5:00 P.M., NEW YORK CITY
TIME, ON THURSDAY, JUNE 18, 1998, UNLESS EXTENDED (THE 'EXPIRATION DATE').
 
                PLEASE READ CAREFULLY THE ATTACHED INSTRUCTIONS
 
IF YOU DESIRE TO ACCEPT THE EXCHANGE OFFER, THIS LETTER OF TRANSMITTAL SHOULD BE
            COMPLETED, SIGNED, AND SUBMITTED TO THE EXCHANGE AGENT:
 
                            THE CHASE MANHATTAN BANK

                                                          
       By Fax:            By Hand or Overnight Courier:                By Mail:
    (214) 672-5932        c/o Chase Bank of Texas, N.A.     c/o Chase Bank of Texas, N.A.
Attention: Frank Ivins       Corporate Trust Services          Corporate Trust Services
                           1201 Main Street, 18th Floor            P.O. Box 219052
                               Dallas, Texas 75202             Dallas, Texas 75221-9052
                              Attention: Frank Ivins            Attention: Frank Ivins
                              Phone: (214) 672-5678

                            ------------------------
 
     DELIVERY OF THIS LETTER OF TRANSMITTAL TO AN ADDRESS, OR TRANSMISSION VIA
FACSIMILE TO A NUMBER, OTHER THAN AS SET FORTH ABOVE WILL NOT CONSTITUTE A VALID
DELIVERY.
 
     For any questions regarding this Letter of Transmittal or for any
additional information you may contact the Exchange Agent.
 
     The undersigned hereby acknowledges receipt of the Offering Circular dated
May 20, 1998 (as it may be supplemented and amended from time to time, the
'Offering Circular') of ALLIEDSIGNAL INC. (the 'Company'), and this Letter of
Transmittal which together constitute the Company's offer (the 'Exchange Offer')
to exchange its Notes Due July 1, 2005 (the 'New Notes'), in an amount to be
determined as set forth below, for any and all of its $100,000,000 aggregate
principal amount of issued and outstanding 9.20% Debentures Due February 15,
2003 (the 'Old Debentures') from the registered holders (individually, a
'Holder' and collectively, the 'Holders') thereof. Capitalized terms used but
not defined herein have the meanings ascribed to them in the Offering Circular.
 
     For the New Notes, the per annum interest rate (the 'New Coupon') will be
equal to the Reference Yield of the New Notes (as defined herein) rounded
downward to the nearest 1/8th of one percent. The 'Reference Yield of the New
Notes' will equal (i) the yield to maturity of the 6 1/2% U.S. Treasury Note due
May 15, 2005 (the '7 Year Benchmark Rate') plus (ii) 50 basis points.
 
     Each holder exchanging Old Debentures for New Notes pursuant hereto will
receive, in exchange for each $1,000 in aggregate principal amount of Old
Debentures exchanged, New Notes in a principal amount (rounded to the nearest
cent, with $0.005 to be taken as a full cent) equal to (a) $1,000 times (b) the
Old Debenture Exchange Price divided by (c) the New Note Exchange Price;
provided that New Notes will only be issued in denominations of $1,000 or
integral multiples thereof.
 
     The undersigned hereby tenders the Old Debentures described in Box 1 below,
upon the terms and subject to the conditions described in the Offering Circular
and this Letter of Transmittal. The

undersigned is the Holder of all such Old Debentures and the undersigned
represents that it has received from each beneficial owner of the tendered Old
Debentures ('Beneficial Owners') valid instructions which authorize and instruct
the undersigned to take the action described in this Letter of Transmittal.
 
     Subject to, and effective upon, the acceptance for exchange of the tendered
Old Debentures, the undersigned hereby exchanges, assigns and transfers to, or
upon the order of, the Company all right, title, and interest in, to and under
the tendered Old Debentures.
 
     Please issue the New Notes exchanged for tendered Old Debentures in the
name(s) of the undersigned.
 
     The undersigned hereby irrevocably constitutes and appoints the Exchange
Agent as the true and lawful agent and attorney in fact of the undersigned with
respect to the tendered Old Debentures, with full power of substitution (such
power of attorney being deemed to be an irrevocable power coupled with an
interest), to (i) cause ownership of the tendered Old Debentures to be
transferred to, or upon the order of, the Company, on the books of the registrar
for the Old Debentures and deliver all accompanying evidences of transfer and
authenticity to, or upon the order of, the Company upon receipt by the Exchange
Agent, as the undersigned's agent, of the evidence of ownership of the New Notes
to which the undersigned is entitled upon acceptance by the Company of the
tendered Old Debentures pursuant to the Exchange Offer, and (ii) receive all
benefits and otherwise exercise all rights of beneficial ownership of the
tendered Old Debentures, all in accordance with the terms of the Exchange Offer.
 
     The undersigned understands that tenders of Old Debentures pursuant to the
procedures described under the caption 'The Exchange Offer -- Procedures for
Tendering Old Debentures' in the Offering Circular and in the instructions
hereto will constitute a binding agreement between the undersigned and the
Company upon the terms and subject to the conditions of the Exchange Offer,
subject only to withdrawal of such tenders on the terms set forth in the
Offering Circular under the caption 'The Exchange Offer -- Withdrawal Rights.'
All authority herein conferred or agreed to be conferred shall survive the death
or incapacity of the undersigned and any Beneficial Owner(s), and every
obligation of the undersigned or any Beneficial Owner(s) hereunder shall be
binding upon the heirs, representatives, successors, and assigns of the
undersigned and such Beneficial Owner(s).
 
     The undersigned hereby represents and warrants that the undersigned has
full power and authority to tender, exchange, assign, and transfer the tendered
Old Debentures and that the Company will acquire good and unencumbered title
thereto, free and clear of all liens, restrictions, charges, encumbrances and
adverse claims when the tendered Old Debentures are acquired by the Company as
contemplated herein. The undersigned and each Beneficial Owner will, upon
request, execute and deliver any additional documents reasonably requested by
the Company or the Exchange Agent as necessary or desirable to complete and give
effect to the transactions contemplated hereby.
 
     The undersigned hereby represents and warrants that the information set
forth in Box 1 is true and correct.
 
     Holders of Old Debentures that are tendering by book-entry transfer to the
Exchange Agent's account at DTC can execute the tender through the DTC Automated
Tender Offer Program ('ATOP'), for which the transaction will be eligible. DTC
participants that are accepting the Exchange Offer must transmit their
acceptance to DTC, which will verify the acceptance and execute a book-entry
delivery to the Exchange Agent's DTC account. DTC will then send an Agent's
Message to the Exchange Agent for its acceptance. DTC participants may also
accept the Exchange Offer prior to the Expiration Date by submitting a Notice of
Guaranteed Delivery through ATOP.
 
                                       2

PLEASE CHECK THE APPROPRIATE BOX
[ ] CHECK HERE IF OLD DEBENTURES ARE BEING DELIVERED PURSUANT TO A NOTICE OF
    GUARANTEED DELIVERY PREVIOUSLY DELIVERED TO THE EXCHANGE AGENT AND COMPLETE
    'USE OF GUARANTEED DELIVERY' BELOW (BOX 2).
[ ] CHECK HERE IF TENDERED OLD DEBENTURES ARE BEING DELIVERED BY BOOK-ENTRY
    TRANSFER MADE TO THE ACCOUNT MAINTAINED BY THE EXCHANGE AGENT WITH DTC AND
    COMPLETE 'USE OF BOOK-ENTRY TRANSFER' BELOW (BOX 3).
 
                 PLEASE READ THIS ENTIRE LETTER OF TRANSMITTAL
                     CAREFULLY BEFORE COMPLETING THE BOXES

 
                                      BOX 1
                 (ATTACH ADDITIONAL SIGNED PAGES, IF NECESSARY)
                     DESCRIPTION OF OLD DEBENTURES TENDERED

   NAME(S) AND ADDRESS(ES) OF HOLDER(S)
(PLEASE FILL IN, IF BLANK, EXACTLY AS NAME(S)      TOTAL PRINCIPAL AMOUNT OF OLD
         APPEAR(S) ON OLD DEBENTURES)                   DEBENTURES TENDERED*

TOTAL

*    Tenders may only be made in denominations of $1,000 or integral multiples
     thereof. Unless otherwise indicated in this column, the principal amount of
     all Old Debentures identified in this Box 1 shall be deemed tendered. See
     Instruction 4.

 
                          BOX 2
              USE OF GUARANTEED DELIVERY
                  (SEE INSTRUCTION 2)
 
To be completed ONLY if Old Debentures are being
tendered by means of a Notice of Guaranteed Delivery by
Book-Entry Transfer.

Name of Tendering Institution:__________________________

________________________________________________________

Name of DTC Participant:________________________________

________________________________________________________

DTC Participant Number:_________________________________

________________________________________________________

Transaction Code Number:________________________________

                          BOX 3
               USE OF BOOK-ENTRY TRANSFER
                   (SEE INSTRUCTION 1)
 
To be completed.

Name of Tendering Institution:__________________________

________________________________________________________

Name of DTC Participant:________________________________

________________________________________________________

DTC Participant Number:_________________________________

________________________________________________________

Transaction Code Number:________________________________
 
                                       3

 
                                      BOX 4
                           TENDERING HOLDER SIGNATURE
                           (SEE INSTRUCTIONS 1 AND 5)
                    IN ADDITION, COMPLETE SUBSTITUTE FORM W-9

X_______________________________________________________________________________

X_______________________________________________________________________________
                (Signature of Holder(s) or Authorized Signatory)
 
Note: The above lines must be signed by the registered holder(s) of Old
Debentures as their name(s) appear(s) therein or on the DTC security position
listing with respect thereto. If signature is by a trustee, executor,
administrator, guardian, attorney-in-fact, officer, or other person acting in a
fiduciary or representative capacity, such person must set forth his or her full
title below. See Instruction 5.

Name(s):________________________________________________________________________

________________________________________________________________________________

Capacity:_______________________________________________________________________

Address:________________________________________________________________________
                                   (Zip Code)

Area Code and Telephone Number:_________________________________________________

Tax Identification or Social Security Number:___________________________________
 
                               SIGNATURE GUARANTEE
                         (IF REQUIRED BY INSTRUCTION 5)

Authorized Signature X__________________________________________________________

Name:___________________________________________________________________________
                                 (please print)
Title:__________________________________________________________________________

Name of Firm:___________________________________________________________________
         (Must be an Eligible Institution as defined in Instruction 5)

Address:________________________________________________________________________

________________________________________________________________________________

________________________________________________________________________________
                                   (Zip Code)

Area Code and Telephone Number:_________________________________________________

Dated:__________________________________________________________________________
 
                                       4

 

                                        PAYOR'S NAME: THE CHASE MANHATTAN BANK

  SUBSTITUTE                   PART 1 -- PLEASE PROVIDE YOUR TIN IN THE BOX AT               ________________________________
  FORM W-9                     RIGHT AND CERTIFY BY SIGNING AND DATING BELOW.                  Social Security Number
                                                                                             OR______________________________
                                                                                               Employer Identification Number

DEPARTMENT OF THE TREASURY     PART 2 -- CERTIFICATION -- UNDER PENALTIES OF                 PART 3 --          
INTERNAL REVENUE SERVICE       PERJURY, I CERTIFY THAT:                                      Awaiting TIN  [ ]  
                               (1) The number shown on this form is my correct               Exempt  [ ]        
                                   Taxpayer Identification Number (or I am waiting for a     
                                   number to be issued to me) and
                               (2) I am not subject to backup withholding either
                                   because: (a) I am exempt from backup withholding; or
                                   (b) I have not been notified by the Internal
                                   Revenue Service (the 'IRS') that I am subject to
                                   backup withholding as a result of failure to report
                                   all interest and dividends, or (c) the IRS has
                                   notified me that I am no longer subject to backup
                                   withholding.
 
PAYER'S REQUEST FOR            CERTIFICATION INSTRUCTIONS -- You must cross out item (2) above if you have been
TAXPAYER IDENTIFICATION        notified by the IRS that you are subject to backup withholding because of
NUMBER (TIN)                   under-reporting interest or dividends on your tax return. However, if after being
                               notified by the IRS that you were subject to backup withholding you received another
                               notification from the IRS stating that you are no longer subject to backup withholding,
                               do not cross out item (2). If you are exempt from backup withholding, check the
                               applicable box in Part 3.

                               SIGNATURE______________________________________________  DATE_________________________
                               Please fill out your name and address below:

                               NAME__________________________________________________________________________________

                               ADDRESS (Number and street)___________________________________________________________

                               City, State and Zip Code______________________________________________________________

 
   NOTE: FAILURE TO COMPLETE AND RETURN THIS FORM MAY RESULT IN BACKUP
         WITHHOLDING OF 31% OF ANY PAYMENTS MADE TO YOU PURSUANT TO THE OFFER
         AND THE SOLICITATION. PLEASE REVIEW THE ENCLOSED GUIDELINES FOR
         CERTIFICATION OF TAXPAYER IDENTIFICATION NUMBER OF SUBSTITUTE FORM
         W-9 FOR ADDITIONAL DETAILS.
 
         YOU MUST COMPLETE THE FOLLOWING CERTIFICATE IF YOU CHECKED THE
         APPLICABLE BOX IN PART 3 OF SUBSTITUTE FORM W-9.

             CERTIFICATE OF AWAITING TAXPAYER IDENTIFICATION NUMBER

   I certify under penalties of perjury that a taxpayer identification number
   has not been issued to me, and either (a) I have mailed or delivered an
   application to receive a taxpayer identification number to the appropriate
   Internal Revenue Service Center or Social Security Administration Office or
   (b) I intend to mail or deliver an application in the near future. I
   understand that if I do not provide a taxpayer identification number to the
   payor by the time of payment, 31% of all reportable payments made to me will
   be withheld until I provide a number and that, if I do not provide my
   taxpayer identification number within 60 days, such retained amounts shall be
   remitted to the IRS as backup withholding.

   SIGNATURE_________________________________________  DATE_____________________

                                       5

                     INSTRUCTIONS TO LETTER OF TRANSMITTAL
         FORMING PART OF THE TERMS AND CONDITIONS OF THE EXCHANGE OFFER
 
     1. Delivery of this Letter of Transmittal and Old Debentures. Unless
delivery is to be made by book-entry transfer to the Exchange Agent's account
maintained by DTC through ATOP, for a Holder to properly tender Old Debentures
pursuant to the Exchange Offer, a properly completed and duly executed copy of
this Letter of Transmittal, including the Substitute Form W-9, and any other
documents required by this Letter of Transmittal must be received by the
Exchange Agent at its address set forth herein, and such tendered Old Debentures
must be transferred pursuant to the procedures for book-entry transfer described
in the Offering Circular under the caption 'The Exchange Offer -- Procedures for
Tendering Old Debentures' (and a confirmation of such transfer must be received
by the Exchange Agent) prior to Expiration Date. The method of delivery of this
Letter of Transmittal and all other required documents to the Exchange Agent is
at the election and risk of the tendering Holder and the delivery will be deemed
made only when actually received by the Exchange Agent. Neither the Company nor
the Exchange Agent is under any obligation to notify any tendering Holder of the
Company's acceptance of tendered Old Debentures prior to the closing of the
Exchange Offer. New Notes will be issued only in book-entry form through DTC.
 
     2. Guaranteed Delivery Procedures. If a Holder desires to tender Old
Debentures pursuant to the Exchange Offer and (a) time will not permit such
Holder(s) Letter of Transmittal and all other required documents to reach the
Exchange Agent prior to the Expiration Date, or (b) the procedures for book-
entry transfer cannot be completed prior to the Expiration Date, such Holder may
tender Old Debentures pursuant to the procedures set forth below and in the
Offering Circular under 'The Exchange Offer -- Guaranteed Delivery Procedures'
(including the completion of Box 2 above). Pursuant to such procedures, (i) the
tender must be made by or through an Eligible Institution (as defined below),
(ii) a properly completed and duly executed Notice of Guaranteed Delivery,
substantially in the form provided by the Company herewith, or an Agent's
Message with respect to a guaranteed delivery that is accepted by the Company,
must be received by the Exchange Agent on or prior to the Expiration Date, and
(iii) a Book-Entry Confirmation of the transfer of such tendered Old Debentures
to the Exchange Agent's account at DTC as described in the Offering Circular,
together with a Letter of Transmittal (or manually signed facsimile thereof or
Agent's Message in lieu thereof) properly completed and duly executed, with any
required signature guarantees and any other documents required by the Letter of
Transmittal, must be received by the Exchange Agent within three NYSE trading
days after the date of execution of the Notice of Guaranteed Delivery. Any
Holder who wishes to tender Old Debentures pursuant to the guaranteed delivery
procedures described above must ensure that the Exchange Agent receives the
Notice of Guaranteed Delivery relating to such tendered Old Debentures prior to
the Expiration Date.
 
     3. Beneficial Owner Instructions to Holders. Only a Holder whose name
appears on a DTC security position listing as a Holder of Old Debentures (or the
legal representative or attorney-in-fact of such Holder) may execute and deliver
this Letter of Transmittal. Any Beneficial Owner of Old Debentures who is not
the Holder must arrange promptly with the Holder to execute and deliver this
Letter of Transmittal on his or her behalf.
 
     4. Partial Tenders. Tenders of Old Debentures will be accepted only in
denominations of $1,000 or in integral multiples thereof. If less than the
entire principal amount of Old Debentures held by the Holder is tendered, the
Holder should fill in the principal amount tendered in the column labeled 'Total
Principal Amount of Old Debentures Tendered' of the box entitled 'Description of
Old Debentures Tendered' (see Box 1) above. The entire principal amount of Old
Debentures delivered to the Exchange Agent will be deemed to have been tendered
unless otherwise indicated.
 
     5. Signatures on the Letter of Transmittal; Bond Powers and Endorsements;
Guarantee of Signatures. If this Letter of Transmittal is signed by the
Holder(s) of the tendered Old Debentures, the signature must correspond with the
name(s) as written on a DTC security position listing for the Old Debentures
without alteration, enlargement or any change whatsoever.
 
     If this Letter of Transmittal is signed by trustees, executors,
administrators, guardians, attorneys-in-fact, officers of corporations, or
others acting in a fiduciary or representative capacity, such persons
 
                                       6

should so indicate when signing and, unless waived by the Company, evidence
satisfactory to the Company of their authority to so act must be submitted with
this Letter of Transmittal.
 
     Except as otherwise provided below, all signatures on this Letter of
Transmittal must be guaranteed by a financial institution (including most banks,
savings and loan associations and brokerage houses) that is a participant in the
Security Transfer Agents Medallion Program or the Stock Exchange Medallion
Program (each of the foregoing being referred to as an 'Eligible Institution').
Signatures on this Letter of Transmittal need not be guaranteed if the Old
Debentures tendered herewith are tendered for the account of an Eligible
Institution. Beneficial Owners whose tendered Old Debentures are registered in
the name of a broker, dealer, commercial bank, trust company or other nominee
must contact such broker, dealer, commercial bank, trust company or other
nominee if they desire to tender such Old Debentures.
 
     6. Transfer Taxes. The Company will pay all transfer taxes, if any,
applicable to the exchange of Old Debentures pursuant to the Exchange Offer. If,
however, a transfer tax is imposed for any reason other than the transfer and
exchange of Old Debentures pursuant to the Exchange Offer, then the amount of
any such transfer taxes (whether imposed on the Holder or on any other person)
will be payable by the Holder. If satisfactory evidence of payment of such taxes
or exemption therefrom is not submitted with this Letter of Transmittal, the
amount of such transfer taxes will be billed directly to such Holder.
 
     7. Taxpayer Identification Number. Federal income tax law requires that the
Holder(s) of any Old Debentures which are accepted for exchange must provide the
Exchange Agent (as payor) with its correct taxpayer identification number
('TIN'), which, in the case of a Holder who is an individual, is his or her
social security number. If the Exchange Agent is not provided with the correct
TIN, the Holder may be subject to backup withholding and a $50 penalty imposed
by the Internal Revenue Service ('IRS'). (If withholding results in an
over-payment of taxes, a refund may be obtained.) Certain Holders (including,
among others, all corporations and certain foreign individuals) are not subject
to these backup withholding and reporting requirements. See the enclosed
'Guidelines for Certification of Taxpayer Identification Number on Substitute
Form W-9' for additional instructions.
 
     To prevent backup withholding, each Holder of tendered Old Debentures must
provide such Holder's correct TIN by completing the Substitute Form W-9 set
forth herein, certifying that the TIN provided is correct (or that such Holder
is awaiting a TIN), and that (i) the Holder has not been notified by the IRS
that such Holder is subject to backup withholding as a result of failure to
report all interest or dividends or (ii) if previously so notified, the IRS has
notified the Holder that such Holder is no longer subject to backup withholding.
If the tendered Old Debentures are registered in more than one name or are not
in the name of the actual owner, consult the 'Guidelines for Certification of
Taxpayer Identification Number on Substitute Form W-9' for information on which
TIN to report.
 
     The Company reserves the right in its sole discretion to take whatever
steps are necessary to comply with the Company's obligation regarding backup
withholding.
 
     8. Validity of Tenders. All questions as to the validity, form, eligibility
(including time of receipt), acceptance and withdrawal of tendered Old
Debentures will be determined by the Company in its sole discretion, which
determination will be final and binding. The Company reserves the right to
reject any and all Old Debentures not validly tendered or any Old Debentures the
Company's acceptance of which would, in the opinion of the Company or its
counsel, be unlawful. The Company also reserves the right to waive any
conditions of the Exchange Offer or defects or irregularities in tenders of Old
Debentures as to any ineligibility of any Holder who seeks to tender Old
Debentures in the Exchange Offer. The interpretation of the terms and conditions
of the Exchange Offer (including this Letter of Transmittal and the instructions
hereto) by the Company shall be final and binding on all parties. Unless waived,
any defects or irregularities in connection with tenders of Old Debentures must
be cured within such time as the Company shall determine. Neither the Company,
the Exchange Agent nor any other person shall be under any duty to give
notification of defects or irregularities with respect to tenders of Old
Debentures, nor shall any of them incur any liability for failure to give such
notification. Tenders of Old Debentures will not be deemed to have been made
until such defects or irregularities have been cured or waived. Any Old
Debentures received by the Exchange Agent that are not properly tendered and as
to which the defects or irregularities have not been cured or waived will be
returned by
 
                                       7

the Exchange Agent to the Holders, unless otherwise provided in this Letter of
Transmittal, as soon as practicable following the Expiration Date.
 
     9. Waiver of Conditions. The Company reserves the absolute right to amend,
waive or modify any of the conditions in the Exchange Offer in the case of any
Old Debentures.
 
     10. No Conditional Tender. No alternative, conditional, irregular or
contingent tender of Old Debentures or transmittal of this Letter of Transmittal
will be accepted.
 
     11. Requests for Assistance or Additional Copies. Questions and requests
for assistance and requests for additional copies of the Offering Circular or
this Letter of Transmittal may be directed to the Exchange Agent or the
Information Agent at the addresses and telephone numbers indicated therein.
Holders may also contact their broker, dealer, commercial bank, trust company or
other nominee for assistance concerning the Exchange Offer.
 
     12. Acceptance of Tendered Old Debentures and Issuance of New Notes; Return
of Old Debentures. Subject to the terms and conditions of the Exchange Offer,
the Company will accept for exchange all validly tendered Old Debentures as soon
as practicable after the Expiration Date and will issue New Notes therefor on
the fifth business day following the Expiration Date. For purposes of the
Exchange Offer, the Company shall be deemed to have accepted tendered Old
Debentures when, as and if the Company has given written or oral notice
(immediately followed in writing) thereof to the Exchange Agent. If any tendered
Old Debentures are not exchanged pursuant to the Exchange Offer for any reason,
the Old Debentures will remain in book-entry form through DTC.
 
     13. Withdrawal. Tenders may be withdrawn only pursuant to the procedures
set forth in the Offering Circular under the caption 'The Exchange
Offer -- Withdrawal Rights.'
 
                                       8

Exhibit T3E.4 -- Form of Notice of Guaranteed Delivery, dated as of May 20, 1998
for $250,000,000 9 7/8% Debentures due June 1, 2002:

                         NOTICE OF GUARANTEED DELIVERY
                                 IN RESPECT OF
                       9 7/8% DEBENTURES DUE JUNE 1, 2002
                                       OF
                               ALLIEDSIGNAL INC.
                       PURSUANT TO THE OFFERING CIRCULAR
                               DATED MAY 20, 1998
                 The Exchange Agent for the Exchange Offer is:
                                 EXCHANGE AGENT
                            THE CHASE MANHATTAN BANK

             By Fax:                 By Hand or Overnight Courier:                By Mail:
- ---------------------------------    ------------------------------    ------------------------------
                                                                 
         (214) 672-5932             c/o Chase Bank of Texas, N.A.     c/o Chase Bank of Texas, N.A.      
     Attention: Frank Ivins            Corporate Trust Services          Corporate Trust Services        
                                     1201 Main Street, 18th Floor            P.O. Box 219052             
                                         Dallas, Texas 75202             Dallas, Texas 75221-9052        
                                        Attention: Frank Ivins            Attention: Frank Ivins         
                                        Phone: (214) 672-5678

 
        DELIVERY OF THIS NOTICE OF GUARANTEED DELIVERY TO AN ADDRESS, OR
      TRANSMISSION VIA FACSIMILE TO A NUMBER, OTHER THAN AS SET FORTH ABOVE
      WILL NOT CONSTITUTE VALID DELIVERY. THE EXCHANGE OFFER AND WITHDRAWAL
RIGHTS WILL EXPIRE AT 5:00 P.M., NEW YORK CITY TIME, ON THURSDAY, JUNE 18, 1998,
                    UNLESS EXTENDED (THE 'EXPIRATION DATE').
 
        As set forth in the Offering Circular dated May 20, 1998 (as it may
   be supplemented and amended from time to time, the 'Offering Circular') of
   AlliedSignal Inc. (the 'Company') under 'The Exchange Offer -- Guaranteed
   Delivery Procedures', and in the Instructions to the related Letter of
   Transmittal (the 'Letter of Transmittal'), this form, or one substantially
   equivalent hereto, or an Agent's Message relating to the guaranteed
   delivery procedures, must be used to accept the Company's offer (the
   'Exchange Offer') to exchange its Notes Due July 1, 2005 (the 'New Notes')
   in an aggregate principal amount to be determined as set forth in the
   Offering Circular for any and all of its $250,000,000 aggregate principal
   amount of issued and outstanding 9 7/8% Debentures Due June 1, 2002 (the
   'Old Debentures'), if time will not permit the Letter of Transmittal,
   certificates representing such Old Debentures and other required documents
   to reach the Exchange Agent, or the procedures for book-entry transfer
   cannot be completed, prior to the Expiration Date (as defined herein).
 
        This form must be delivered by an Eligible Institution (as defined
   herein) by facsimile transmission, mail or hand delivery to the Exchange
   Agent as set forth above. If a signature on the Letter of Transmittal is
   required to be guaranteed by a Medallion Signature Guarantor under the
   instructions thereto, such signature guarantee must appear in the
   applicable space provided in the Letter of Transmittal. This form is not
   to be used to guarantee signatures.
 
        Questions and requests for assistance and requests for additional
   copies of the Offering Circular may be directed to the Exchange Agent at
   the address above. Beneficial owners may also contact their broker,
   dealer, commercial bank, trust company, or other nominee for assistance
   concerning the Exchange Offer.

Ladies and Gentlemen:
 
     The undersigned hereby tender(s) to the Company, upon the terms and subject
to the conditions set forth in the Offering Circular and the Letter of
Transmittal (receipt of which is hereby acknowledged), the principal amount of
the Old Debentures specified below pursuant to the guaranteed delivery
procedures set forth in the Offering Circular under 'The Exchange Offer --
Guaranteed Delivery Procedures' and in Instruction 2 to the Letter of
Transmittal. The undersigned hereby authorizes the Exchange Agent to deliver
this Notice of Guaranteed Delivery to the Company with respect to the Old
Debentures tendered pursuant to the Exchange Offer.
 
     The undersigned understands that Old Debentures will be exchanged only
after timely receipt by the Exchange Agent of (i) such Old Debentures, or a
Book-Entry Confirmation of the transfer of such Old Debentures into the Exchange
Agent's account at the Book-Entry Transfer Facility, and (ii) a Letter of
Transmittal (or a manually signed facsimile thereof), with respect to such Old
Debentures, properly completed and duly executed, with any signature guarantees
(or an Agent's Message in lieu thereof) and any other documents required by the
Letter of Transmittal within three New York Stock Exchange trading days after
the execution hereof. The undersigned also understands that the method of
delivery of this Notice of Guaranteed Delivery and any other required documents
to the Exchange Agent is at the election and sole risk of the Holder, and the
delivery will be deemed made only when actually received by the Exchange Agent.
 
     THE UNDERSIGNED UNDERSTANDS THAT TENDERS OF OLD DEBENTURES WILL BE ACCEPTED
ONLY IN DENOMINATIONS OF $1,000 OR AN INTEGRAL MULTIPLE THEREOF. THE UNDERSIGNED
ALSO UNDERSTANDS THAT TENDERS OF OLD DEBENTURES MAY BE WITHDRAWN AT ANY TIME
PRIOR TO THE EXPIRATION DATE.
 
     All authority conferred or agreed to be conferred by this Notice of
Guaranteed Delivery shall not be affected by, and shall survive, the death or
incapacity of the undersigned, and every obligation of the undersigned under
this Notice of Guaranteed Delivery shall be binding upon the heirs, executors,
administrators, trustees in bankruptcy, personal and legal representatives,
successors and assigns of the undersigned.
 
     All capitalized terms used herein but not defined herein shall have the
meanings ascribed to them in the Offering Circular.
 
                                       2

                            PLEASE SIGN AND COMPLETE
 
Signature(s) of Holder(s) or Authorized Signatory: _____________________________

________________________________________________________________________________

________________________________________________________________________________
 
Name(s) of Holder(s): __________________________________________________________

________________________________________________________________________________

Principal Amount of Old Debentures Tendered: ___________________________________

Certificate No.(s) of Old Debentures (if available): ___________________________

Date: __________________________________________________________________________

Address: _______________________________________________________________________

________________________________________________________________________________

Area Code and Telephone No: ____________________________________________________
If Debentures will be delivered by book-entry transfer, check book-entry
transfer facility below:
[ ] The Depository Trust Company DTC Account No. _______________________________
________________________________________________________________________________
________________________________________________________________________________
 
     This Notice of Guaranteed Delivery must be signed by the Holder(s) exactly
as their name(s) appear(s) on certificate(s) for Old Debentures, or by person(s)
authorized to become Holder(s) by endorsements and documents transmitted with
this Notice of Guaranteed Delivery without alteration, enlargement or any change
whatsoever. If signature is by a trustee, executor, administrator, guardian,
attorney-in-fact, officer or other person acting in a fiduciary or
representative capacity, such person must provide the following information.
 
Name(s): _______________________________________________________________________

________________________________________________________________________________
                      Please print name(s) and address(es)
 
Capacity: ______________________________________________________________________
 
________________________________________________________________________________
 
Address(es): ___________________________________________________________________

________________________________________________________________________________
 
                   DO NOT SEND OLD DEBENTURES WITH THIS FORM.
          OLD DEBENTURES SHOULD BE SENT TO THE EXCHANGE AGENT TOGETHER
       WITH A PROPERLY COMPLETED AND DULY EXECUTED LETTER OF TRANSMITTAL.
 
                                       3

                                   GUARANTEE
                    (NOT TO BE USED FOR SIGNATURE GUARANTEE)
 
     The undersigned, a member of the Securities Transfer Agents Medallion
Program, the Stock Exchange Medallion Program or the New York Stock Exchange,
Inc. Medallion Signature Program (each, an 'Eligible Institution'), hereby (i)
represents that the above-named persons are deemed to own the Old Debentures
tendered hereby within the meaning of Rule 14e-4 promulgated under the
Securities Exchange Act of 1934, as amended ('Rule 14e-4'), (ii) represents that
such tender of Old Debentures complies with Rule 14e-4 and (iii) guarantees that
the Old Debentures tendered hereby are in proper form for transfer (pursuant to
the procedures set forth in the Offering Circular under 'The Exchange
Offer -- Guaranteed Delivery Procedures'), and that the Exchange Agent will
receive (a) such Old Debentures, or a Book-Entry Confirmation of the transfer of
such Old Debentures into the Exchange Agent's account at the Book-Entry Transfer
Facility and (b) a properly completed and duly executed Letter of Transmittal or
manually signed facsimile thereof (or Agent's message) with any required
signature guarantees and any other documents required by the Letter of
Transmittal within three New York Stock Exchange trading days after the date of
execution hereof.
 
     The Eligible Institution that completes this form must communicate the
guarantee to the Exchange Agent and must deliver the Letter of Transmittal and
Old Debentures to the Exchange Agent within the time period shown herein.
Failure to do so could result in a financial loss to such Eligible Institution.
 
Name of Firm: __________________________________________________________________

Authorized Signature: __________________________________________________________

Title: _________________________________________________________________________

Address: _______________________________________________________________________

________________________________________________________________________________
                                                        (Zip Code)
Area Code and Telephone Number: ________________________________________________

Dated: _________________________________________________________________________
 
                                       4

Exhibit T3E.5 -- Form of Notice of Guaranteed Delivery, dated as of May 20, 1998
for $100,000,000 9.20% Debentures due February 15, 2003:

                         NOTICE OF GUARANTEED DELIVERY
                                 IN RESPECT OF
                     9.20% DEBENTURES DUE FEBRUARY 15, 2003
                                       OF
                               ALLIEDSIGNAL INC.
                       PURSUANT TO THE OFFERING CIRCULAR
                               DATED MAY 20, 1998
                 The Exchange Agent for the Exchange Offer is:
                                 EXCHANGE AGENT
                            THE CHASE MANHATTAN BANK

             By Fax:                 By Hand or Overnight Courier:                By Mail:
- ---------------------------------    ------------------------------    ------------------------------
                                                                 
         (214) 672-5932              c/o Chase Bank of Texas, N.A.     c/o Chase Bank of Texas, N.A.   
     Attention: Frank Ivins             Corporate Trust Services          Corporate Trust Services     
                                      1201 Main Street, 18th Floor            P.O. Box 219052          
                                          Dallas, Texas 75202             Dallas, Texas 75221-9052     
                                         Attention: Frank Ivins            Attention: Frank Ivins      
                                         Phone: (214) 672-5678

 
        DELIVERY OF THIS NOTICE OF GUARANTEED DELIVERY TO AN ADDRESS, OR
      TRANSMISSION VIA FACSIMILE TO A NUMBER, OTHER THAN AS SET FORTH ABOVE
      WILL NOT CONSTITUTE VALID DELIVERY. THE EXCHANGE OFFER AND WITHDRAWAL
RIGHTS WILL EXPIRE AT 5:00 P.M., NEW YORK CITY TIME, ON THURSDAY, JUNE 18, 1998,
                    UNLESS EXTENDED (THE 'EXPIRATION DATE').
 
        As set forth in the Offering Circular dated May 20, 1998 (as it may
   be supplemented and amended from time to time, the 'Offering Circular') of
   AlliedSignal Inc. (the 'Company') under 'The Exchange Offer -- Guaranteed
   Delivery Procedures', and in the Instructions to the related Letter of
   Transmittal (the 'Letter of Transmittal'), this form, or one substantially
   equivalent hereto, or an Agent's Message relating to the guaranteed
   delivery procedures, must be used to accept the Company's offer (the
   'Exchange Offer') to exchange its Notes Due July 1, 2005 (the 'New Notes')
   in an aggregate principal amount to be determined as set forth in the
   Offering Circular for any and all of its $100,000,000 aggregate principal
   amount of issued and outstanding 9.20% Debentures Due February 15, 2003
   (the 'Old Debentures'), if time will not permit the Letter of Transmittal
   and other required documents to reach the Exchange Agent, or the
   procedures for book-entry transfer cannot be completed, prior to the
   Expiration Date (as defined herein).
 
        This form must be delivered by an Eligible Institution (as defined
   herein) by facsimile transmission, mail or hand delivery to the Exchange
   Agent as set forth above. If a signature on the Letter of Transmittal is
   required to be guaranteed by an Eligible Institution under the
   instructions thereto, such signature guarantee must appear in the
   applicable space provided in the Letter of Transmittal. This form is not
   to be used to guarantee signatures.
 
        Questions and requests for assistance and requests for additional
   copies of the Offering Circular may be directed to the Exchange Agent at
   the address above. Beneficial owners may also contact their broker,
   dealer, commercial bank, trust company, or other nominee for assistance
   concerning the Exchange Offer.

Ladies and Gentlemen:
 
     The undersigned hereby tender(s) to the Company, upon the terms and subject
to the conditions set forth in the Offering Circular and the Letter of
Transmittal (receipt of which is hereby acknowledged), the principal amount of
the Old Debentures specified below pursuant to the guaranteed delivery
procedures set forth in the Offering Circular under 'The Exchange Offer --
Guaranteed Delivery Procedures' and in Instruction 2 to the Letter of
Transmittal. The undersigned hereby authorizes the Exchange Agent to deliver
this Notice of Guaranteed Delivery to the Company with respect to the Old
Debentures tendered pursuant to the Exchange Offer.
 
     The undersigned understands that Old Debentures will be exchanged only
after timely receipt by the Exchange Agent of (i) a Book-Entry Confirmation of
the transfer of such Old Debentures into the Exchange Agent's account at the
Book-Entry Transfer Facility, and (ii) a Letter of Transmittal (or a manually
signed facsimile thereof), with respect to such Old Debentures, properly
completed and duly executed, with any signature guarantees (or an Agent's
Message in lieu thereof) and any other documents required by the Letter of
Transmittal within three New York Stock Exchange trading days after the
execution hereof. The undersigned also understands that the method of delivery
of this Notice of Guaranteed Delivery and any other required documents to the
Exchange Agent is at the election and sole risk of the Holder, and the delivery
will be deemed made only when actually received by the Exchange Agent.
 
     THE UNDERSIGNED UNDERSTANDS THAT TENDERS OF OLD DEBENTURES WILL BE ACCEPTED
ONLY IN DENOMINATIONS OF $1,000 OR AN INTEGRAL MULTIPLE THEREOF. THE UNDERSIGNED
ALSO UNDERSTANDS THAT TENDERS OF OLD DEBENTURES MAY BE WITHDRAWN AT ANY TIME
PRIOR TO THE EXPIRATION DATE.
 
     All authority conferred or agreed to be conferred by this Notice of
Guaranteed Delivery shall not be affected by, and shall survive, the death or
incapacity of the undersigned, and every obligation of the undersigned under
this Notice of Guaranteed Delivery shall be binding upon the heirs, executors,
administrators, trustees in bankruptcy, personal and legal representatives,
successors and assigns of the undersigned.
 
     All capitalized terms used herein but not defined herein shall have the
meanings ascribed to them in the Offering Circular.
 
                                       2

                            PLEASE SIGN AND COMPLETE
 
Signature(s) of Holder(s) or Authorized Signatory: _____________________________

________________________________________________________________________________

________________________________________________________________________________
 
Name(s) of Holder(s): __________________________________________________________

________________________________________________________________________________
Principal Amount of Old Debentures Tendered: ___________________________________

Date: __________________________________________________________________________

Address: _______________________________________________________________________
________________________________________________________________________________

Area Code and Telephone No: ____________________________________________________
 
Old Debentures delivered by Book-Entry Transfer:
 
DTC Account No: ________________________________________________________________
     If signature is by a trustee, executor, administrator, guardian,
attorney-in-fact, officer or other person acting in a fiduciary or
representative capacity, such person must provide the following information.
 
Name(s): _______________________________________________________________________

________________________________________________________________________________
                      Please print name(s) and address(es)
 
Capacity: ______________________________________________________________________
 
________________________________________________________________________________
 
Address(es): ___________________________________________________________________

________________________________________________________________________________
 
                           SEND TO THE EXCHANGE AGENT
                     TOGETHER WITH A PROPERLY COMPLETED AND
                      DULY EXECUTED LETTER OF TRANSMITTAL.
 
                                       3

                                   GUARANTEE
                    (NOT TO BE USED FOR SIGNATURE GUARANTEE)
 
     The undersigned, a member of the Securities Transfer Agents Medallion
Program, the Stock Exchange Medallion Program or the New York Stock Exchange,
Inc. Medallion Signature Program (each, an 'Eligible Institution'), hereby (i)
represents that the above-named persons are deemed to own the Old Debentures
tendered hereby within the meaning of Rule 14e-4 promulgated under the
Securities Exchange Act of 1934, as amended ('Rule 14e-4'), (ii) represents that
such tender of Old Debentures complies with Rule 14e-4 and (iii) guarantees that
the Old Debentures tendered hereby are in proper form for transfer (pursuant to
the procedures set forth in the Offering Circular under 'The Exchange
Offer -- Guaranteed Delivery Procedures'), and that the Exchange Agent will
receive (a) a Book-Entry Confirmation of the transfer of such Old Debentures
into the Exchange Agent's account at the Book-Entry Transfer Facility and (b) a
properly completed and duly executed Letter of Transmittal or manually signed
facsimile thereof (or Agent's message) with any required signature guarantees
and any other documents required by the Letter of Transmittal within three New
York Stock Exchange trading days after the date of execution hereof.
 
     The Eligible Institution that completes this form must communicate the
guarantee to the Exchange Agent and must deliver the Letter of Transmittal to
the Exchange Agent within the time period shown herein. Failure to do so could
result in a financial loss to such Eligible Institution.
 
Name of Firm: __________________________________________________________________

Authorized Signature: __________________________________________________________

Title: _________________________________________________________________________

Address: _______________________________________________________________________

________________________________________________________________________________
                                                                (Zip Code)
Area Code and Telephone Number: ________________________________________________

Dated: _________________________________________________________________________
 
                                       4

                          STATEMENT OF DIFFERENCES
                          ------------------------

The Greek letter sigma shall be expressed as..........................   [S]

EXHIBIT T3F--CROSS REFERENCE SHEET

           TABLE SHOWING REFLECTION IN INDENTURE OF CERTAIN PROVISIONS
                         OF TRUST INDENTURE ACT OF 1939

               Trust
             Indenture
            Act Section                                  Indenture Section
            -----------                                  -----------------
                                                    
              'SS'310 (a)(1).............................609
                      (a)(2).............................609
                      (a)(3).............................Not Applicable
                      (a)(4).............................Not Applicable
                      (b)................................608, 610
                      (c)................................Not Applicable
              'SS'311 (a)................................613(a)
                      (b)................................613(b)
                      (b)(2).............................703(a)(2), 703(b)
              'SS'312 (a)................................701
                                                        702(a)
                      (b)................................702(b)
                      (c)................................702(c)
              'SS'313 (a)................................703(a)
                      (b)(1).............................Not Applicable
                      (b)(2).............................703(b)
                      (c)................................703(a), 703(b)
                      (d)................................703(c)
              'SS'314 (a)(1).............................704(1)
                      (a)(2).............................704(2)
                      (a)(3).............................704(3)
                      (b)................................Not Applicable
                      (c)(1).............................102
                      (c)(2).............................102
                      (c)(3).............................Not Applicable
                      (d)................................Not Applicable
                      (e)................................102
              'SS'315 (a)................................601(a), 601(c)
                      (b)................................602
                                                         703(a)(6)
                      (c)................................601(b)
                      (d)................................601(c)
                      (d)(1).............................601(a)
                                                        601(c)(1)
                      (d)(2).............................601(c)(2)
                      (d)(3).............................601(c)(3)
                      (e)................................509
              'SS'316 (a)................................101
                      (a)(1)(A)..........................502
                                                         507
                      (a)(1)(B)..........................507

                                                     
                      (a)(2).............................Not Applicable
                      (b)................................504
              'SS'317 (a)(1).............................503, 505
                      (a)(2).............................505
                      (b)................................1003
              'SS'318 (a)................................107

Exhibit 99 -- Form T-1 of The Chase Manhattan Bank

                       SECURITIES AND EXCHANGE COMMISSION
                             Washington, D. C. 20549
                            -------------------------

                                    FORM T-1

                            STATEMENT OF ELIGIBILITY
                    UNDER THE TRUST INDENTURE ACT OF 1939 OF
                   A CORPORATION DESIGNATED TO ACT AS TRUSTEE
                   -------------------------------------------
               CHECK IF AN APPLICATION TO DETERMINE ELIGIBILITY OF
                A TRUSTEE PURSUANT TO SECTION 305(b)(2) ________
                    ----------------------------------------
                            THE CHASE MANHATTAN BANK
               (Exact name of trustee as specified in its charter)

NEW YORK                                                              13-4994650
(State of incorporation                                         (I.R.S. employer
if not a national bank)                                      identification No.)

270 PARK AVENUE
NEW YORK, NEW YORK                                                         10017
(Address of principal executive offices)                              (Zip Code)

                               William H. McDavid
                                 General Counsel
                                 270 Park Avenue
                            New York, New York 10017
                               Tel: (212) 270-2611
            (Name, address and telephone number of agent for service)
                  --------------------------------------------
                                ALLIEDSIGNAL INC.
               (Exact name of obligor as specified in its charter)

DELAWARE                                                              22-2640650
(State or other jurisdiction of                                 (I.R.S. employer
incorporation or organization)                               identification No.)

101 COLUMBIA ROAD
MORRISTOWN, NEW JERSEY (973)455-6386                                       07962
(Address of principal executive offices)                              (Zip Code)

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

                                 DEBT SECURITIES
                       (Title of the indenture securities)
                   -------------------------------------------

                                     GENERAL

Item 1. General Information.

        Furnish the following information as to the trustee:

       (a) Name and address of each examining or supervising authority to which
           it is subject.

        New York State Banking Department, State House, Albany, New York  12110.

        Board of Governors of the Federal Reserve System, Washington, D.C.,
        20551

        Federal Reserve Bank of New York, District No. 2, 33 Liberty Street,
        New York, N.Y.

        Federal Deposit Insurance Corporation, Washington, D.C., 20429.

        (b) Whether it is authorized to exercise corporate trust powers.

        Yes.

Item 2. Affiliations with the Obligor.

        If the obligor is an affiliate of the trustee, describe each such
        affiliation.

        None.

                                      - 2 -

Item 16. List of Exhibits

         List below all exhibits filed as a part of this Statement of
         Eligibility.

     1. A copy of the Articles of Association of the Trustee as now in effect,
including the Organization Certificate and the Certificates of Amendment dated
February 17, 1969, August 31, 1977, December 31, 1980, September 9, 1982,
February 28, 1985, December 2, 1991 and July 10, 1996 (see Exhibit 1 to Form T-1
filed in connection with Registration Statement No. 333-06249, which is
incorporated by reference).

     2. A copy of the Certificate of Authority of the Trustee to Commence
Business (see Exhibit 2 to Form T-1 filed in connection with Registration
Statement No. 33-50010, which is incorporated by reference. On July 14, 1996, in
connection with the merger of Chemical Bank and The Chase Manhattan Bank
(National Association), Chemical Bank, the surviving corporation, was renamed
The Chase Manhattan Bank).

     3. None, authorization to exercise corporate trust powers being contained
in the documents identified above as Exhibits 1 and 2.

     4. A copy of the existing By-Laws of the Trustee (see Exhibit 4 to Form T-1
filed in connection with Registration Statement No. 333-06249, which is
incorporated by reference).

     5. Not applicable.

     6. The consent of the Trustee required by Section 321(b) of the Act (see
Exhibit 6 to Form T-1 filed in connection with Registration Statement No.
33-50010, which is incorporated by reference. On July 14, 1996, in connection
with the merger of Chemical Bank and The Chase Manhattan Bank (National
Association), Chemical Bank, the surviving corporation, was renamed The Chase
Manhattan Bank).

     7. A copy of the latest report of condition of the Trustee, published
pursuant to law or the requirements of its supervising or examining authority.

     8. Not applicable.

     9. Not applicable.

                              SIGNATURE

     Pursuant to the requirements of the Trust Indenture Act of 1939 the
Trustee, The Chase Manhattan Bank, a corporation organized and existing under
the laws of the State of New York, has duly caused this statement of eligibility
to be signed on its behalf by the undersigned, thereunto duly authorized, all in
the City of New York and State of New York, on the 18th day of May, 1998.

                                        THE CHASE MANHATTAN BANK

                                        By   /s/ R.J. Halleran
                                          ------------------------
                                             R.J. Halleran
                                             Second Vice President

                              Exhibit 7 to Form T-1

                                Bank Call Notice

                             RESERVE DISTRICT NO. 2
                       CONSOLIDATED REPORT OF CONDITION OF

                            The Chase Manhattan Bank
                  of 270 Park Avenue, New York, New York 10017
                     and Foreign and Domestic Subsidiaries,
                     a member of the Federal Reserve System,

                 at the close of business December 31, 1997, in
         accordance with a call made by the Federal Reserve Bank of this
         District pursuant to the provisions of the Federal Reserve Act.

                                                                              DOLLAR AMOUNTS
                  ASSETS                                                       IN MILLIONS
                  ------                                                      --------------
                                                                            
Cash and balances due from depository institutions:
    Noninterest-bearing balances and
    currency and coin ........................................................  $  12,428
    Interest-bearing balances ................................................      3,428

Securities:
Held to maturity securities...................................................      2,561
Available for sale securities.................................................     43,058
Federal funds sold and securities purchased under
    agreements to resell .....................................................     29,633
Loans and lease financing receivables:
    Loans and leases, net of unearned income    $129,260
    Less: Allowance for loan and lease losses      2,783
    Less: Allocated transfer risk reserve ....         0
                                                --------
    Loans and leases, net of unearned income,
    allowance, and reserve ..................................................     126,477
Trading Assets ..............................................................      62,575
Premises and fixed assets (including capitalized
    leases)..................................................................       2,943
Other real estate owned .....................................................         295
Investments in unconsolidated subsidiaries and
    associated companies.....................................................         231
Customers' liability to this bank on acceptances
    outstanding .............................................................       1,698
Intangible assets ...........................................................       1,466
Other assets ................................................................      10,268
                                                                                 --------
TOTAL ASSETS ................................................................    $297,061
                                                                                 ========

                                      - 4 -

                                   LIABILITIES

                                                                            
Deposits
    In domestic offices ....................................................   $94,524
    Noninterest-bearing ......................................... $39,487
    Interest-bearing ............................................  55,037
                                                                  -------
    In foreign offices, Edge and Agreement,
    subsidiaries and IBF's...................................................   71,162
    Noninterest-bearing ......................................... $ 3,205
    Interest-bearing ............................................. 67,957

Federal funds purchased and securities sold under agree-
ments to repurchase .........................................................   43,181
Demand notes issued to the U.S. Treasury ....................................    1,000
Trading liabilities .........................................................   48,903

Other borrowed money (includes mortgage indebtedness
    and obligations under capitalized leases):
    With a remaining maturity of one year or less ...........................    3,599
    With a remaining maturity of more than one year .
           through three years...............................................      253
      With a remaining maturity of more than three years.....................      132
Bank's liability on acceptances executed and outstanding                         1,698
Subordinated notes and debentures ...........................................    5,715
Other liabilities ...........................................................    9,896

TOTAL LIABILITIES ...........................................................  280,063
                                                                               -------

                                 EQUITY CAPITAL

                                                                              
Perpetual preferred stock and related surplus                                        0
Common stock ................................................................    1,211
Surplus  (exclude all surplus related to preferred stock)...                    10,291
Undivided profits and capital reserves ......................................    5,502
Net unrealized holding gains (losses)
on available-for-sale securities ............................................      (22)
Cumulative foreign currency translation adjustments .........................       16

TOTAL EQUITY CAPITAL ........................................................   16,998
                                                                              --------
TOTAL LIABILITIES AND EQUITY CAPITAL ........................................ $297,061
                                                                              ========

I, Joseph L. Sclafani, E.V.P. & Controller of the above-named bank, do hereby
declare that this Report of Condition has been prepared in conformance with the
instructions issued by the appropriate Federal regulatory authority and is true
to the best of my knowledge and belief.

                               JOSEPH L. SCLAFANI

We, the undersigned directors, attest to the correctness of this Report of
Condition and declare that it has been examined by us, and to the best of our
knowledge and belief has been prepared in conformance with the instructions
issued by the appropriate Federal regulatory authority and is true and correct.

                             WALTER V. SHIPLEY       )
                             THOMAS G. LABRECQUE     ) DIRECTORS
                             WILLIAM B. HARRISON, JR.)

                                      -5-