SECURITIES AND EXCHANGE COMMISSION
                       WASHINGTON, D.C.  20549
                                  
                              Form 10-Q
                      ________________________
                                  
        [X]  QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d)
               OF THE SECURITIES EXCHANGE ACT OF 1934
                                  
            For the quarterly period ended June 30, 1996
                                           -------------
                                 OR
                                  
       [  ]  TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d)
               OF THE SECURITIES EXCHANGE ACT OF 1934
                                  
           For the transition period from ______ to ______
                                  
                    Commission file number 1-8974
                                           ------

                           AlliedSignal Inc.
       ------------------------------------------------------
       (Exact name of registrant 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
             P.O. Box 4000
          Morristown, New Jersey                       07962-2497
  ----------------------------------------             ----------
  (Address of principal executive offices)             (Zip Code)

                           (201)455-2000
        ----------------------------------------------------
        (Registrant's telephone number, including area code)
                                  
                           NOT APPLICABLE
        ----------------------------------------------------
        (Former name, former address and former fiscal year,
                    if changed since last report)
                                  
Indicate by check mark whether the registrant (1) has filed all
reports required to be filed by Section 13 or 15(d) of the
Securities Exchange Act of 1934 during the preceding 12 months (or
for such shorter period that the registrant was required to file
such reports), and (2) has been subject to such filing requirements
for the past 90 days.

          YES     X                          NO 
              ---------                         ---------

Indicate the number of shares outstanding of each of the issuer's
classes of common stock, as of the latest practicable date.

                                                    Outstanding at
Class of Common Stock                                June 30, 1996
- ---------------------                             ------------------
     $1 par value                                 282,744,867 shares

                          AlliedSignal Inc.
                                  
                               Index
                               -----   

                                                                Page No.
Part I. -  Financial Information

        Item 1. Condensed Financial Statements:

                Consolidated Balance Sheet -
                  June 30, 1996 and December 31, 1995             3

                Consolidated Statement of Income -
                  Three and Six Months Ended
                  June 30, 1996 and 1995                          4

                Consolidated Statement of Cash Flows -
                  Six Months Ended June 30, 1996 and 1995         5

                Notes to Financial Statements                     6

                Report on Review by Independent
                  Accountants                                     8

        Item 2. Management's Discussion and Analysis
                  of Financial Condition and
                  Results of Operations                           9

Part II. -  Other Information

        Item 6. Exhibits and Reports on Form 8-K                 16

Signatures                                                       17

                                2

                               
                          AlliedSignal Inc.
                     Consolidated Balance Sheet
                             (Unaudited)

                                                  June 30,    December 31,
                                                    1996          1995
                                                  ---------     ---------
                                                   (Dollars in millions)
ASSETS
Current Assets:
  Cash and cash equivalents                      $ 1,714         $   540
  Accounts and notes receivable - net
    (Note 2)                                       1,947           1,751
  Inventories - net (Note 3)                       1,998           1,991
  Other current assets                               604             608
                                                ---------       ---------
          Total current assets                     6,263           4,890
Investments and long-term receivables                469             479
Property, plant and equipment                      8,758           9,785
Accumulated depreciation and
  amortization                                    (4,712)         (5,043)
Cost in excess of net assets of
  acquired companies - net                         1,395           1,572
Other assets                                         782             782
                                                ---------       ---------
  Total assets                                   $12,955         $12,465
                                                =========       =========

LIABILITIES
Current Liabilities:
  Accounts payable                               $ 1,111         $ 1,385
  Short-term borrowings                               88             397
  Commercial paper                                   743              58
  Current maturities of long-term debt                77             189
  Accrued liabilities                              2,141           1,775
                                                ---------       ---------
          Total current liabilities                4,160           3,804

Long-term debt (Note 4)                            1,330           1,366
Deferred income taxes                                504             551
Postretirement benefit obligations
  other than pensions                              1,800           1,864
Other liabilities                                  1,314           1,288

SHAREOWNERS' EQUITY
Capital - common stock issued                        358             358
        - additional paid-in capital               2,517           2,489
Common stock held in treasury, at cost            (1,801)         (1,658)
Cumulative translation adjustment                    --               61
Unrealized holding gain on equity securities          29              27
Retained earnings                                  2,744           2,315
                                                ---------       ---------
          Total shareowners' equity                3,847           3,592
                                                ---------       ---------
  Total liabilities and shareowners' equity      $12,955         $12,465
                                                =========       =========

Notes to Financial Statements are an integral part of this statement.

                                3

                          AlliedSignal Inc.
                  Consolidated Statement of Income
                             (Unaudited)
                                                             
                                 Three Months              Six Months
                                 Ended June 30             Ended June 30
                                 -------------             -------------
                               1996         1995        1996         1995
                               ----         ----        ----         ----
                                       (Dollars in millions except
                                            per share amounts)
                                                                     
Net sales                     $3,347       $3,630      $7,125       $7,049
                              -------      -------     -------      -------
Cost of goods sold (Note 5)    3,235        2,902       6,247        5,649
Selling, general and                                                 
  administrative expenses        366          374         767          732
Gain on sale of business
  (Note 6)                      (655)           -        (655)           -
                              -------      -------     -------      -------
    Total costs and expenses   2,946        3,276       6,359        6,381
                              -------      -------     -------      ------- 

Income from operations           401          354         766         668
Equity in income of                                                  
  affiliated companies            46           36          73          85
Other income (expense)                                               
  (Note 5)                        33            1          33         (18)
Interest and other financial
  charges                        (47)         (46)        (97)        (87)
                               -------      -------    -------      ------- 
           
Income before taxes on                                               
  income                         433          345         775         648
  
Taxes on income                  161          118         278         223
                               -------      -------    -------      ------- 
Net income                    $  272       $  227      $  497      $  425
                               =======      =======    =======      =======
Earnings per share of common
  stock (Note 7)              $  .96       $  .80      $ 1.76      $ 1.50
                               =======      =======    =======      ======= 
Cash dividends per                                                   
share of common stock         $ .225       $ .195      $ .450      $ .390
                               =======      =======    =======      =======
                                  
Notes to Financial Statements are an integral part of this statement.
                                  
                                4  

                          AlliedSignal Inc.
                Consolidated Statement of Cash Flows
                             (Unaudited)
                                  
                                                        Six Months Ended
                                                             June 30
                                                        ----------------
                                                      1996            1995
                                                      ----            ----
                                                     (Dollars in millions)

Cash flows from operating activities:
     Net income                                      $ 497           $ 425
     Adjustments to reconcile net income to net
       cash flows from operating activities:
       Gain on sale of business                       (655)              -
       Repositioning and other charges                 622               -
       Depreciation and amortization
          (includes goodwill)                          323             307
       Undistributed earnings of equity affiliates     (14)            (34)
       Deferred taxes                                  128             102
       (Increase) in accounts and notes receivable    (147)            (88)
       (Increase) in inventories                      (135)           (146)
       (Increase) in other current assets              (11)            (36)
       Increase(decrease) in accounts payable           35             (98)
       Increase in accrued liabilities                   9              24
       Taxes paid on gain on sale of business          (81)              -
       Other                                          (325)           (127)
                                                     -------        -------
      Net cash flow provided by operating activities   246             329
                                                     -------        -------
Cash flows from investing activities:
     Expenditures for property, plant and equipment   (346)           (320)
     Proceeds from disposals of property, plant and
       equipment                                        56              20
     Decrease in other investments                       -              26
     (Increase) in other investments                    (2)             (2)
     Cash paid for acquisitions - net                  (35)           (127)
     Proceeds from sales of businesses               1,187              (9)
                                                     -------        -------
     Net cash flow provided by (used for)
       investing activities                            860            (412)
                                                     -------        -------
Cash flows from financing activities:
     Net increase in commercial paper                  685             422
     Net (decrease) in short-term borrowings          (296)            (39)
     Proceeds from issuance of common stock             79              48
     Proceeds from issuance of long-term debt            5               5
     Payments of long-term debt                        (72)            (86)
     Repurchases of common stock                      (203)            (91)
     Cash dividends on common stock                   (130)           (109)
                                                     -------        -------
     Net cash flow provided by financing activities     68             150
                                                     -------        -------
Net increase in cash and cash equivalents            1,174              67
Cash and cash equivalents at beginning of year         540             508
                                                     -------        ------- 
Cash and cash equivalents at end of period          $1,714          $  575
                                                     =======        =======

Notes to Financial Statements are an integral part of this statement.

                                5   

                         AlliedSignal Inc.
                   Notes to Financial Statements
                           (Unaudited)
                      (Dollars in Millions)

Note 1.  In the opinion of management, the accompanying unaudited
consolidated financial statements reflect all adjustments,
consisting only of normal adjustments, necessary to present fairly
the financial position of AlliedSignal Inc. and its consolidated
subsidiaries at June 30, 1996 and the results of operations for the
three and six months ended June 30, 1996 and 1995 and the changes in
cash flows for the six months ended June 30, 1996 and 1995.  The
results of operations for the three- and six-month periods ended
June 30, 1996 should not necessarily be taken as indicative of the
results of operations that may be expected for the entire year 1996.

The financial information as of June 30, 1996 should be read in
conjunction with the financial statements contained in the Company's
Form 10-K Annual Report for 1995.

Note 2.  Accounts and notes receivable consist of the following:

                                           June 30,         December 31,
                                             1996               1995
                                           --------         ------------
          Trade                             $1,290             $1,477
          Other                                687                308
                                           --------         ------------
                                             1,977              1,785
          Less-Allowance for doubtful
          accounts and refunds                 (30)               (34)
                                           --------         ------------
                                            $1,947             $1,751
                                           ========         ============

Note 3.  Inventories are valued at the lower of cost or market using
the last-in, first-out (LIFO) method for certain qualifying domestic
inventories and the first-in, first-out (FIFO) or the average cost
method for other inventories.

Inventories consist of the following:

                                                June 30,         December 31,
                                                 1996               1995
                                                --------         ------------
          Raw materials                        $  622              $  650
          Work in process                         820                 769
          Finished products                       765                 747
          Supplies and containers                  84                  98
                                                --------         ------------
                                                2,291               2,264
          Less - Progress payments               (168)               (145)
                 Reduction to LIFO cost basis    (125)               (128)
                                                --------         ------------
                                               $1,998              $1,991
                                                ========         ============

Note 4.  In June 1996 the Company amended its Five-Year and 364-Day
Credit Agreements by extending their maturities one year to June 30,
2001 and June 27, 1997, respectively.  The amendments also included
certain other minor changes in terms and conditions.

                                6

Note 5.  In the second quarter of 1996 the Company recorded a pretax
charge of $277 million relating to the costs of actions to
reposition some of its major business units.  The repositioning
actions are intended to enhance the Company's competitiveness and
productivity and include consolidating production facilities,
rationalizing manufacturing capacity and optimizing operational
capabilities.  As a result, approximately 6,100 positions will be
eliminated in some plants and 2,900 positions will be added in
others, for a net reduction of 3,200 positions.  The components of
the repositioning charge include asset write-downs of $136 million,
severance costs of $127 million and other exit costs of $14 million.
All of the repositioning actions are expected to be completed by
1998.  As of June 30, 1996 cash expenditures for repositioning
actions were insignificant.

In the second quarter of 1996 the Company adopted the provisions of
the proposed American Institute of Certified Public Accountants'
Statement of Position (SOP), "Environmental Remediation
Liabilities".  This SOP provides additional guidance regarding the
manner in which existing authoritative accounting literature is to
be applied to the specific circumstances of recognizing, measuring
and disclosing environmental remediation liabilities.  The adoption
of this SOP resulted in a pretax charge of $175 million, and is
accounted for as a change in estimate.  The Company also recorded
other charges primarily related to changes made in employee benefit
programs and in connection with customer and former employee claims.

Repositioning and other charges totaling $637 million are included
as part of cost of goods sold in the Consolidated Statement of
Income.  Other income (expense) in the Consolidated Statement of
Income includes a $15 million credit  for repositioning and other
charges representing the minority interest share of such charges.
The total pretax impact of the repositioning and other charges is
$622 million (after-tax $359 million, or $1.27 a share).

Note 6.  In April 1996 the Company sold its worldwide hydraulic and
anti-lock braking systems (ABS) businesses (braking business) to
Robert Bosch GmbH, a privately-held German company.  The braking
business had 1995 sales and income from operations of approximately
$2.0 billion and $154 million, respectively.  The Company received
consideration of $1.5 billion, subject to certain post-closing
adjustments.  At June 30, 1996, approximately $300 million of this
amount was in escrow and is classified as part of other receivables
in the Consolidated Balance Sheet.  The sale of the braking business
resulted in a gain of $655 million (after-tax $368 million, or $1.30
a share).

Note 7.  Based on the weighted average number of shares outstanding
during each period, as follows:  three months ended June 30, 1996,
282,769,698 shares, and 1995, 283,946,463 shares; and six months
ended June 30, 1996, 282,810,076 shares and 1995, 283,856,301
shares.  No dilution results from outstanding common stock
equivalents.

                                7

             Report on Review by Independent Accountants
             -------------------------------------------

To the Board of Directors
of AlliedSignal Inc.

We have reviewed the accompanying consolidated balance sheet of
AlliedSignal Inc. and its subsidiaries as of June 30, 1996, and the
consolidated statements of income for the three-month and six-month
periods ended June 30, 1996 and 1995, and of cash flows for the six-
month periods ended June 30, 1996 and 1995.  This financial
information is the responsibility of the Company's management.

We conducted our review in accordance with standards established by
the American Institute of Certified Public Accountants.  A review of
interim financial information consists principally of applying
analytical procedures to financial data and making inquiries of
persons responsible for financial and accounting matters.  It is
substantially less in scope than an audit conducted in accordance
with generally accepted auditing standards, the objective of which
is the expression of an opinion regarding the financial statements
taken as a whole.  Accordingly, we do not express such an opinion.

Based on our review, we are not aware of any material modifications
that should be made to the financial information referred to above
for it to be in conformity with generally accepted accounting
principles.

We have previously audited, in accordance with generally accepted
auditing standards, the consolidated balance sheet as of December
31, 1995, and the related consolidated statements of income, of
retained earnings, and of cash flows for the year then ended (not
presented herein); and in our report dated February 1, 1996 we expressed
an unqualified opinion on those consolidated financial statements. 
In our opinion, the information set forth in the accompanying consolidated
balance sheet information as of December 31, 1995, is fairly stated, in
all material respects, in relation to the consolidated balance sheet
from which it has been derived.

Price Waterhouse LLP
4 Headquarters Plaza North
Morristown, NJ  07962

July 19, 1996

                                8

Item 2.     MANAGEMENT'S DISCUSSION AND ANALYSIS OF
            FINANCIAL CONDITION AND RESULTS OF OPERATIONS
            ---------------------------------------------
     Results of Operations
     ---------------------

Second Quarter 1996 Compared with Second Quarter 1995
- -----------------------------------------------------

     Net sales in the second quarter of 1996 totaled $3.3 billion, a
decrease of $283 million, or 8%, compared with the second quarter of
last year.  Sales were lower reflecting the sale of the Company's
braking business in April 1996.  (See Note 6 of Notes to Financial
Statements for further information.)  Excluding the divested braking
business, net sales increased $277 million or 9%.  Of this increase,
$209 million was due to higher sales volume and $122 million
resulted from the consolidation of recent acquisitions, offset in
part by a $34 million reduction for disposed businesses other than
the braking business.  Prices and the impact of foreign exchange
rate fluctuations were slightly unfavorable.

     Aerospace sales of $1,370 million in the second quarter of 1996
increased $146 million, or 12%, compared with the second quarter of
last year.  Strength in Engines sales reflected substantially higher
aftermarket parts and repair and overhaul activity and strong
shipments of propulsion engines.  Equipment Systems showed
significant sales growth across most product lines, driven by strong
commercial and military aftermarket volume.  The acquisition of a
majority interest in a European supplier of aircraft heat exchange
equipment, in July 1995, also contributed to the increase.
Management and technical services provided to the U.S. Government
also had significant sales gains and Electronic Systems had moderate
gains, primarily as a result of the acquisition of Northrup
Grumman's precision products business in January 1996.  Commercial
Avionics Systems had lower sales, in part reflecting softening
demand for certain safety-related products.

     Automotive sales of $955 million in the second quarter of 1996
were $522 million, or 35%, lower, compared with the second quarter
of 1995 reflecting the disposition of the Company's braking business
in April 1996.  Excluding the divested braking business,
Automotive's sales improved by $38 million, or 4%.  Safety
Restraints had significantly higher sales volumes in Europe and
North America.  Higher sales of air bags in Europe were supplied
from the Company's new plant in Italy and seat belt sales increased
in North America.  Turbocharger sales were higher, reflecting the
popularity of turbodiesel-powered cars in Europe and turbodiesel-
powered pickup trucks in North America, partially offset by lower
sales in Japan and lower sales of heavy-duty trucks in North
America.  In North America, Friction Materials and Filters and Spark
Plugs improved.  The increase for Filters and Spark Plugs partially
reflects the introduction of new products earlier in 1996.  European
Aftermarket and Friction Materials sales were unfavorably impacted
by weak economic conditions and sales of North American Truck Brake
Systems were also lower primarily because of the cyclical downturn
in North American heavy-duty truck production.

                                9

     Engineered Materials sales of $1,020 million in the second
quarter of 1996 were $91 million, or 10% higher, compared with the
second quarter of last year.  Specialty Chemicals sales increased
primarily reflecting the acquisition of Riedel-de Han in October
1995.  The Polymers business had higher sales reflecting in part the
late 1995 acquisitions of Bridgestone/Firestone's industrial
polyester fiber plant in Hopewell, Virginia  and a nylon plastics
and industrial fibers plant in Rudolstadt, Germany.  Sales also
improved for Fluorine Products due to strong demand for CFC-free
refrigerants and fluorine specialties.  Sales for Electronic
Materials were significantly lower due to a global slowdown in
integrated circuit production.

     Cost of goods sold, as a percent of sales, increased from 79.9%
in the second quarter of 1995 to 96.7% in the second quarter of 1996
as the current quarter includes repositioning and other charges
totaling $637 million. (See Note 5 of Notes to Financial Statements
for further information.)  Excluding repositioning and other
charges, cost of goods sold, as a percent of sales, was 77.6% in the
second quarter of 1996.

     Gain on sale of business represents the pretax gain of $655
million on the sale of the braking business in April 1996.  (See
Note 6 of Notes to Financial Statements for further information.)

     Income from operations of $401 million in the second quarter of
1996 increased $47 million, or 13%, compared with last year's second
quarter.  The current quarter includes the pretax gain of $655
million on the sale of the braking business and repositioning and
other charges totaling $637 million (special items).  Excluding the
impact of these special items, Aerospace's  income from operations
increased 20% and Engineered Materials improved 7%, but Automotive's
income from operations decreased 21%.  The Company's operating
margin, adjusted for special items, for the second quarter of 1996
was 11.4% compared with 9.8% for the same period last year.  See the
discussion of net income below for information by segment.

     Productivity (the constant dollar basis relationship of sales
to costs) of the Company's businesses improved by 5.7% compared with
the second quarter of 1995.

     Equity in income of affiliated companies of $46 million
increased by $10 million, or 28%, compared with last year mainly
because of higher earnings from the Company's UOP process technology
joint venture.  A partial offset was due to the Company's exit from
its high-density polyethylene (HDPE) joint venture in December 1995.

     Other income (expense), $33 million in the second quarter of
1996, improved by $32 million compared with the same quarter last
year mainly due to higher interest income reflecting the investment
of cash received from the sale of the braking business, the minority
interest share of the repositioning and other charges and higher
foreign exchange costs in the prior year's second quarter.  This was
partially offset by the absence of a 1995 gain from the sale of an
investment.

                               10

     The effective tax rate in the second quarter of 1996 was 37.2%
compared with 34.4% in 1995.  The increase is principally due to a
higher tax rate on the gain on the sale of the braking systems
business.

     Net income of $272 million, or $0.96 a share, in the second
quarter of 1996 was 20% higher than last year's net income of $227
million, or $0.80 a share.  Net income, adjusted for special items,
was $263 million, or $0.93 a share, an increase of 16% over the prior year.
A discussion of the operations of the business segments follows.  Adjusted
net income (see table below) for the segments excludes the impact of the
special items. (Dollars in millions.)

                                        Second Quarter   
                       --------------------------------------------------  
                         Net Income        Special Items         Adjusted
                        as Reported       (Gains)/Losses       Net Income
                       -------------      ---------------     -----------
Aerospace                                                           
     1996                  $   (89)          $   179            $    90
     1995                       72                 -                 72
                          ----------        ---------          ---------
Increase/(Decrease)        $  (161)          $   179            $    18
                          ==========        =========          ========= 
                                                                    
Automotive                                                          
     1996                  $   369           $  (319)           $    50
     1995                       65                -                  65
                           ---------        ---------          ---------   
Increase/(Decrease)        $   304           $  (319)           $   (15)
                           =========        =========          =========
                                                                    
Engineered Materials
     1996                  $    47           $    71            $   118
     1995                      105                -                 105
                           ---------        ---------          ---------
Increase/(Decrease)        $   (58)          $    71            $    13
                           =========        =========          =========

     Aerospace adjusted net income improved to $90 million from $72
million, an increase of $18 million, or 25%, compared with the same
quarter last year.  Strong sales growth and improvements in
productivity resulted in substantially higher earnings for the
Equipment Systems and Engines businesses.  Commercial Avionics
Systems had decreased earnings, primarily reflecting lower sales and
unfavorable product mix.

     Automotive adjusted net income declined to $50 million from $65
million in the prior year, a $15 million, or 23%, decrease.  The
decrease reflects the absence of net income from the disposed
braking systems business.  Income was substantially higher for
Safety Restraints and North American Aftermarket reflecting higher
sales and productivity improvements.  Filters and Spark Plugs income
increased significantly, reflecting higher sales along with an
improved product mix.  North American Truck Brake Systems reported
lower income due to decreased North American heavy-duty truck build
volume.

     Engineered Materials adjusted net income increased to $118
million from $105 million, a $13 million, or 12%, increase.  Income
improved reflecting substantially higher earnings for Specialty Chemicals,
reflecting higher sales and a strong contribution from the UOP joint venture.
Net income was higher for  Fluorine Products, which benefitted from
higher sales and productivity

                                11

initiatives at the Geismar, Louisiana plant.  A partial  offset was
the absence of earnings from the HDPE joint venture.

Six Months 1996 Compared with Six Months 1995
- ---------------------------------------------

     Net sales in the first six months of 1996 totaled $7.1 billion,
an increase of $76 million, or 1%, compared with the first six
months of last year.  Of this increase, $342 million reflects the
consolidation of recent acquisitions, and $363 million was due to
higher sales volume.  Largely offsetting this increase was a $625
million reduction for disposed businesses, mainly the braking
business.

     Aerospace sales of $2,670 million in the first six months of
1996 increased $304 million, or 13%, compared with the first six
months of 1995.  Engines had  substantially higher aftermarket parts
and repair and overhaul activity and strong shipments of propulsion
engines.  Equipment Systems showed strong sales growth with gains
across all product lines, driven by aftermarket strength.  The
acquisition of a majority interest in a European supplier of
aircraft heat exchange equipment, in July 1995, also contributed to
Equipment Systems higher sales.  Sales for Electronic Systems also
increased reflecting improvement in output and reducing order
backlog at communications systems and guidance and controls as well
as the acquisition of Northrop Grumman's precision products business
in January 1996.  Government Services also improved, but Commercial
Avionics Systems sales were moderately lower.

     Automotive sales of $2,431 million in the first six months of
1996 had a $432 million, or 15%, decrease, compared with the first
six months of last year.  Excluding the divested braking business,
Automotive's sales increased $38 million, or 2%.  Safety Restraints and
Turbochargers had significantly higher sales volumes in Europe, although
turbocharger sales were lower in Japan. European Aftermarket and Friction
Materials sales were impacted by weak economic conditions and sales
of North American Truck Brake Systems were lower primarily because
of decreasing heavy-duty truck build volume. In North America,
Friction Materials, Aftermarket and Filters and Spark Plugs had
higher sales.

     Engineered Materials sales of $2,022 million in the first six
months of 1996 were $202 million, or 11%, higher, compared with the
first six months of 1995.  Specialty Chemicals sales increased
mainly reflecting the acquisition of Riedel-de Haen in October 1995.
The Polymers business had higher sales of industrial fibers and
engineering plastics products primarily due to acquisitions in the
fourth quarter of 1995.  Sales also improved for Environmental
Catalysts and Carbon Materials.

     Cost of goods sold, as a percent of sales, increased from 80.1%
in the first six months of 1995 to 87.6% in the first six months of
1996 as the current period includes repositioning and other charges
totaling $637 million. (See Note 5 of Notes to Financial Statements for
further information.) Excluding repositioning and other charges, cost of
goods sold, as a percent of sales, was 78.7% for the first six months
of 1996.

     Gain on sale of business represents the pretax gain of $655
million on the sale of the braking business in April 1996.  (See
Note 6 of Notes to Financial Statements for further information.)

                                12

     Income from operations of $766 million in the first six months
of 1996 increased $98 million, or 15%, compared with last year's
first six months.  The current period includes a net pretax gain of
$18 million from the impact of special items.  Excluding the impact
of these special items, Aerospace's income from operations increased
20% and Engineered Materials improved 17%, but Automotive's income
from operations decreased 13%.  The Company's operating margin,
adjusted for special items, for the first six months of 1996 was
10.5% compared with 9.5% for the same period last year. See the
discussion of net income below for information by segment.

     Productivity of the Company's businesses improved by 4.7%
compared with last year's first six months.

     Equity in income of affiliated companies of $73 million
decreased by $12 million, or 14%, compared with last year mainly
because the Company exited from its HDPE joint venture in December
1995.  A partial offset was higher earnings from the UOP joint
venture.

     Other income (expense), $33 million in the first six months of
1996, improved by $51 million compared with the same period last
year mainly due to higher foreign exchange costs in the prior year's
first six months, increased interest income reflecting the
investment of cash received from the sale of the braking business
and the minority interest share of the repositioning and other
charges.  This was partially offset by the absence of a 1995 gain
from the sale of an investment.

     Interest and other financial charges of $97 million in the
first six months of 1996 increased by $10 million, or 11%, compared
with the same period last year due to higher levels of short-term
debt.

     The effective tax rate in the first six months of 1996 was
35.9% compared with 34.5% in 1995.  The increase is principally due
to a higher tax rate on the gain on the sale of the braking systems
business.

     Net income of $497 million, or $1.76 a share, in the first six
months of 1996 was 17% higher than last year's net income of $425
million, or $1.50 a share.  Net income, adjusted for special items,
was $488 million, or $1.73 a share, an increase of 15% over the
prior year.  A discussion of the operations of the business segments
follows.  Adjusted net income (see table below) for the segments
excludes the impact of the special items. (Dollars in millions.)

                                13

                                    Six Months Ended June 30
                        -------------------------------------------------
                         Net Income       Special Items         Adjusted
                        as Reported      (Gains)/Losses       Net Income
                        ------------     ---------------    -------------
Aerospace                                                           
     1996                  $   (18)         $   179            $   161
     1995                      128                -                128
                          -----------      -----------        -----------
Increase/(Decrease)        $  (146)         $   179            $    33
                          ===========      ===========        ===========

Automotive                                                          
     1996                  $   441          $  (319)           $   122
     1995                      127                -                127
                          -----------      -----------        -----------
Increase/(Decrease)        $   314          $  (319)           $    (5)
                          ===========      ===========        ===========

Engineered Materials
     1996                  $   156          $    71            $   227
     1995                      199                -                199
                          -----------      -----------        -----------
Increase/(Decrease)        $   (43)         $    71            $    28
                          ===========      ===========        ===========

     Aerospace adjusted net income improved to $161 million from
$128 million, an increase of $33 million, or 26%, compared with the
same period last year.  Strong sales growth and improvements in
productivity resulted in significantly higher earnings for the
Equipment Systems and Engines businesses.  Electronic Systems and
Government Services also improved, but Commercial Avionics Systems
had reduced earnings primarily reflecting lower sales.

     Automotive adjusted net income decreased to $122 million from
$127 million a year ago, a $5 million, or 4%, decrease.  The
decrease reflects the absence of net income from the disposed
braking systems business. Partial offsets were higher income for
Safety Restraints, North American Aftermarket, Filters and Spark
Plugs and Turbochargers.

     Engineered Materials adjusted net income increased to $227
million from $199 million, a $28 million, or 14% increase.  Income
increased reflecting substantially higher earnings from Specialty
Chemicals.  Net income was also higher for the Polymers business,
mainly reflecting improvements for industrial fibers, and for
Electronic Materials with income gains for microelectronic materials
and laminate systems.  Fluorine Products was also favorable.  A
partial offset was the absence of earnings from the HDPE joint
venture.

     Financial Condition
     -------------------
June 30, 1996 Compared with December 31, 1995
- ---------------------------------------------
     On June 30, 1996 the Company had $1,714 million in cash and
cash equivalents, compared with $540 million at year-end 1995.  The
substantial increase reflects the $1.2 billion cash consideration
received as of June 30, 1996 from the sale of the braking business
which is currently invested in short-term securities.  The remaining
consideration from the sale of the braking business of approximately
$300 million was released from escrow at the end of

                                14

July 1996.  It is expected that the proceeds will ultimately be used to
grow the Company's higher-margin businesses and to pursue acquisitions that
will expand or complement the Company's business portfolio.  The
current ratio at June 30, 1996 was 1.5X compared with 1.3X at year-
end 1995.

     The Company's long-term debt on June 30, 1996 was $1,330
million, a reduction of $36 million compared with year-end 1995.
Total debt of $2,238 million on June 30, 1996 was $228 million
higher than at year-end, reflecting an increase in outstanding
commercial paper.  The Company's total debt as a percent of capital
increased slightly from 33.7% at year-end 1995 to 34.7% at June 30,
1996.

     During the first six months of 1996, the Company made capital
expenditures of $346 million, compared with $320 million in the
corresponding period in 1995.  Spending for the six month period was
as follows:  aerospace-$50 million, automotive-$116 million,
engineered materials-$148 million and corporate-$32 million.

     During the first six months of 1996, the Company repurchased
3.8 million shares of common stock for $207 million.  Common stock
is repurchased to meet the expected requirements for shares issued
under employee benefit plans and a shareowner dividend reinvestment
plan.  At June 30, 1996 the Company was authorized to repurchase 4.3
million shares of common stock.

     During the second quarter of 1996, the Company recorded a
repositioning provision of $277 million which includes $136 million
in non-cash charges related to asset write-downs and $141 million of
charges to be settled in cash, primarily related to severance costs.
Additional repositioning costs approximating $260 million principally
relating to employee and asset relocation, system and plant integration
and capital improvements will be recognized in future periods.  All of
the repositioning actions are expected to be completed by 1998 and will
not materially impact the Company's liquidity.  Upon completion, the
repositioning actions are expected to generate additional annual income
from operations of approximately $200 million.

Review by Independent Accountants
- ---------------------------------

     The "Independent Accountants' Report" included herein is not a
"report" or "part of a Registration Statement" prepared or certified
by an independent accountant within the meanings of Section 7 and 11
of the Securities Act of 1933, and the accountants' Section 11
liability does not extend to such report.

                                15

                                  
                     PART II.  OTHER INFORMATION

Item 6.   Exhibits and Reports on Form 8-K

          (a)  Exhibits. The following exhibits are filed with this
               Form 10-Q:

               10.1   Amendment No. 1, dated as of June 28,
                      1996, to the Five-Year Credit Agreement, dated
                      as of June 30, 1995, among AlliedSignal Inc., a
                      Delaware corporation, the banks, financial
                      institutions and other institutional lenders
                      listed on the signature pages thereof (the
                      "Lenders"), Citibank, N.A., as agent, and ABN
                      Amro Bank N.V. and Morgan Guaranty Trust Company
                      of New York, as co-agents, for the Lenders

               10.2   Amendment No. 1, dated as of June 28,
                      1996, to the 364-Day Credit Agreement, dated as
                      of June 30, 1995, among AlliedSignal Inc., a
                      Delaware corporation, the banks, financial
                      institutions and other institutional lenders
                      listed on the signature pages thereof (the
                      "Lenders"), Citibank, N.A., as agent, and ABN
                      Amro Bank N.V. and Morgan Guaranty Trust Company
                      of New York, as co-agents, for the Lenders

                15    Independent Accountants' Acknowledgment Letter
                      as to the incorporation of their report relating to
                      unaudited interim financial statements

                27    Financial Data Schedule

          (b)  Reports on Form 8-K.  A report on Form 8-K dated
               April 26, 1996 was filed by the Company to report that
               the Company completed the previously announced sale of
               its hydraulic braking and anti-lock braking businesses
               to Robert Bosch GmbH.
                                  
                                16

                   
                             SIGNATURES

       Pursuant to the requirements of the Securities Exchange Act
of 1934, the registrant has duly caused this report to be signed on
its behalf by the undersigned thereunto duly authorized.

                                      AlliedSignal Inc.

August 14, 1996                       By:   /s/ G. Peter D'Aloia
                                          ------------------------
                                            G. Peter D'Aloia
                                            Vice President and Controller
                                            (on behalf of the Registrant
                                             and as the Registrant's
                                             Principal Accounting Officer)

                                17

                           EXHIBIT  INDEX

Exhibit Number                                   Description

     2                                     Omitted (Inapplicable)

     4                                     Omitted (Inapplicable)

     10.1                                  Amendment No. 1, dated as of
                                           June 28, 1996, to the Five-Year
                                           Credit Agreement, dated as of
                                           June 30, 1995, among AlliedSignal
                                           Inc., a Delaware corporation, the
                                           banks, financial institutions and
                                           other institutional lenders listed
                                           on the signature pages thereof
                                           (the "Lenders"), Citibank, N.A.,
                                           as agent, and ABN Amro Bank N.V.
                                           and Morgan Guaranty Trust Company
                                           of New York, as co-agents, for
                                           the Lenders

     10.2                                  Amendment No. 1, dated as of
                                           June 28, 1996, to the 364-Day
                                           Credit Agreement, dated as of
                                           June 30, 1995, among AlliedSignal
                                           Inc., a Delaware corporation, the
                                           banks, financial institutions and
                                           other institutional lenders listed
                                           on the signature pages thereof
                                           (the "Lenders"), Citibank, N.A.,
                                           as agent, and ABN Amro Bank N.V.
                                           and Morgan Guaranty Trust Company
                                           of New York, as co-agents, for 
                                           the Lenders

     11                                    Omitted (Inapplicable)

     15                                    Independent Accountants
                                           Acknowledgment Letter as to the
                                           incorporation of their report
                                           relating to unaudited interim
                                           financial statements

     18                                    Omitted (Inapplicable)

     19                                    Omitted (Inapplicable)

     22                                    Omitted (Inapplicable)

     23                                    Omitted (Inapplicable)

     24                                    Omitted (Inapplicable)

                                18

     27                                    Financial Data Schedule

     99                                    Omitted (Inapplicable)

                                19

                    AMENDMENT NO. 1 TO THE
                   FIVE-YEAR CREDIT AGREEMENT

                                   Dated as of June 28, 1996

          AMENDMENT NO. 1 TO THE FIVE-YEAR CREDIT AGREEMENT among
ALLIEDSIGNAL INC., a Delaware corporation (the "Company"), the banks,
financial institutions and other institutional lenders which are
parties to the Five-Year Credit Agreement referred to below
(collectively, the "Lenders"), CITIBANK, N.A., as agent (the "Agent"),
and ABN AMRO BANK N.V. and MORGAN GUARANTY TRUST COMPANY OF NEW YORK as
co-agents (the "Co-Agents") for the Lenders.

          PRELIMINARY STATEMENTS:

          (1)  The Company, the Lenders and the Agent have entered into
a Five-Year Credit Agreement dated as of June 30, 1995 ("Five-Year
Credit Agreement").  Capitalized terms not otherwise defined in this
Amendment have the same meanings as specified in the Five-Year Credit
Agreement.

          (2)  The Company and the Lenders have agreed to amend the
Five-Year Credit Agreement as hereinafter set forth.

          SECTION 1.  Amendments to Five-Year Credit Agreement.  The
Five-Year Credit Agreement is, effective as of the date hereof and
subject to the satisfaction of the conditions precedent set forth in
Section 2, hereby amended as follows:

          (a)  The definition of "Applicable Margin" in Section 1.01 is
     amended in full to read as follows:

          "Applicable Margin" means, as of any date, a percentage per
     annum determined by reference to the Public Debt Rating in effect
     on such date as set forth below:

               Public Debt Rating
               S&P/Moody's                   Applicable Margin
               -----------------------------------------------
               Level 1
               -------
               AA- /Aa3  or above                 .090 o/o

               Level 2
               -------
               Lower than AA-/Aa3
               but at least A-/A3                 .155 o/o

               Level 3
               -------
               Lower than A-/A3 but
               at least BBB+/Baa1                 .200 o/o

               Level 4
               -------
               Below BBB+/Baa1
               or unrated                         .350 o/o

          (b)  The definition of "Applicable Percentage" in
     Section 1.01 is amended  in full to read as follows:

          "Applicable Percentage" means, as of any date, a percentage
     per annum determined by reference to the Public Debt Rating in
     effect on such date as set forth below:

               Public Debt Rating
               S&P/Moody's                   Applicable Percentage
               ---------------------------------------------------
               Level 1
               -------
               AA- /Aa3  or above                 .060 o/o

               Level 2
               -------
               Lower than AA-/Aa3
               but at least A-/A3                 .070 o/o

               Level 3
               -------
               Lower than A-/A3 but
               at least BBB+/Baa1                 .100 o/o

               Level 4
               -------
               Below BBB+/Baa1
               or unrated                         .150 o/o

          (c)  The definition of "Commitment" in Section 1.01 is
     amended by deleting clause (i) thereof in its entirety and
     substituting for such clause the following:

               "(i) the Dollar amount set forth opposite its name on
          the signature pages of Amendment No. 1 to the Five-Year
          Credit Agreement, dated as of June 28, 1996,".

          (d)  The definition of "Termination Date" in Section 1.01 is
     amended by deleting the year "2000" in the first line therein and
     substituting for such year the year "2001".

          SECTION 2.  Conditions of Effectiveness.  This Amendment
shall become effective as of the date first above written when, and
only when, on or before June 28, 1996 the Agent shall have received
counterparts of this Amendment executed by the Company and all of the
Lenders or, as to any of the Lenders, advice satisfactory to the Agent
that such Lender has executed this Amendment.  This Amendment is
subject to the provisions of Section 8.01 of the Five-Year Credit
Agreement.  Section 1 hereof shall become effective when, and only
when, the Agent shall have additionally received all of the following
documents, each such document (unless otherwise specified) dated the
date of receipt thereof by the Agent (unless otherwise specified), in
form and substance satisfactory to the Agent (unless otherwise
specified):

          (a)  The Revolving Credit Notes of the Company to the
     order of the Lenders, respectively.

          (b)  Certified copies of (i) the resolutions of the Board of
     Directors of the Company authorizing this Amendment, the Notes and
     the matters contemplated hereby and thereby and (ii) all documents
     evidencing other necessary corporate action and governmental
     approvals, if any, with respect to this Amendment, the Notes and
     the matters contemplated hereby and thereby.

          (c)  A certificate of the Secretary or an Assistant Secretary
     of the Company certifying the names and true signatures of the
     officers of the Company authorized to sign this Amendment, the
     Notes and the other documents to be delivered hereunder.

          (d)  A favorable opinion of Victor P. Patrick, Associate
     General Counsel for the Company, in substantially the form of
     Exhibit G to the Five-Year Credit Agreement, and as to such other
     matters as any Lender through the Agent may reasonably request.

          (e)  A certificate signed by a duly authorized officer of the
     Company stating that:

                    (i)  The representations and warranties contained
          in Section 5 hereof and in Section 4.01 of the Five-Year
          Credit Agreement are correct on and as of the date of such
          certificate as though made on and as of such date; and

                    (ii) No event has occurred and is continuing that
          constitutes a Default.

          SECTION 5.  Representations and Warranties of the Company.
The Company represents and warrants as follows:

          (a)  The Company is a corporation duly organized, validly
     existing and in good standing under the laws of the State of
     Delaware.

          (b)  The execution, delivery and performance by the Company
     of this Amendment and the Notes of the Company delivered
     hereunder, are within the Company's corporate powers, have been
     duly authorized by all necessary corporate action, and do not and
     will not cause or constitute a violation of any provision of law
     or regulation or any provision of the Certificate of Incorporation
     or By-Laws of the Company or result in the breach of, or
     constitute a default or require any consent under, or result in
     the creation of any lien, charge or encumbrance upon any of the
     properties, revenues, or assets of the Company pursuant to, any
     indenture or other agreement or instrument to which the Company is
     a party or by which the Company or its property may be bound or
     affected.

          (c)  No authorization, consent, approval (including any
     exchange control approval), license or other action by, and no
     notice to or filing or registration with, any governmental
     authority, administrative agency or regulatory body or any other
     third party is required for the due execution, delivery or
     performance by the Company of this Amendment or the Notes of the
     Company.

          (d)  This Amendment has been, and each of the Notes when
     delivered hereunder will have been, duly executed and delivered by
     the Company.  This Amendment is, and each of the Notes of the
     Company when delivered hereunder will be, the legal, valid and
     binding obligation of the Company enforceable against the Company
     in accordance with their respective terms, except to the extent
     that such enforcement may be limited by applicable bankruptcy,
     insolvency and other similar laws affecting creditors' rights
     generally.

          (e)  The Consolidated balance sheet of the Company and its
     Consolidated Subsidiaries as at December 31, 1995, and the related
     Consolidated statements of income and cash flows of the Company
     and its Consolidated Subsidiaries for the fiscal year then ended
     (together with the notes to the financial statements of the
     Company and its Consolidated Subsidiaries and the Consolidated
     statements of cash flows of the Company and its Consolidated
     Subsidiaries), accompanied by an opinion of one or more nationally
     recognized firms of independent public accountants, copies of
     which have been furnished to each Lender, are materially complete
     and correct, and fairly present the Consolidated financial
     condition of the Company and its Consolidated Subsidiaries as at
     such date and the Consolidated results of the operations of the
     Company and its Consolidated Subsidiaries for the period ended on
     such date, all in accordance with GAAP consistently applied,
     except as otherwise noted therein; and the Company and its
     Consolidated Subsidiaries do not have on such date any material
     contingent liabilities, liabilities for taxes, unusual forward or
     long-term commitments or unrealized or anticipated losses from any
     unfavorable commitments, except as referred to or reflected or
     provided for in such balance sheet or the notes thereto as at such
     date.  Since December 31, 1995, there has been no Material Adverse
     Change.

          (f)  There is no action, suit, investigation, litigation or
     proceeding, including, without limitation, any Environmental
     Action, pending or to the knowledge of the Company threatened
     affecting the Company or any of its Subsidiaries before any court,
     governmental agency or arbitrator that (i) is reasonably likely to
     have a Material Adverse Effect (other than the Disclosed
     Litigation), or (ii) purports to affect the legality, validity or
     enforceability of this Amendment, the Notes or the Five-Year
     Credit Agreement, as amended hereby, and there has been no adverse
     change in the status, or financial effect on the Company or any of
     its Subsidiaries, of the Disclosed Litigation from that described
     on Schedule 3.01(b) to the Five-Year Credit Agreement.

          SECTION 6.  Reference to and Effect on the Five-Year Credit
Agreement and the Notes.  (a)  On and after the effectiveness of this
Amendment, each reference in the Five-Year Credit Agreement to "this
Agreement", "hereunder", "hereof" or words of like import referring to
the Five-Year Credit Agreement, and each reference in the Notes  to
"the Five-Year Credit Agreement", "thereunder", "thereof" or words of
like import referring to the Five-Year Credit Agreement, shall mean and
be a reference to the Five-Year Credit Agreement, as amended by this
Amendment.

          (b)  The Five-Year Credit Agreement, as specifically amended
by this Amendment, and the Notes are and shall continue to be in full
force and effect and are hereby in all respects ratified and confirmed.

          (c)  The execution, delivery and effectiveness of this
Amendment shall not, except as expressly provided herein, operate as a
waiver of any right, power or remedy of any Lender or the Agent under
the Five-Year Credit Agreement, nor constitute a waiver of any
provision of the Five-Year Credit Agreement.

          SECTION 7.  Costs and Expenses.  The Company agrees to pay on
demand all costs and expenses of the Agent in connection with the
preparation, execution, delivery and administration, modification and
amendment of this Amendment and the other instruments and documents to
be delivered hereunder (including, without limitation, the reasonable
fees and expenses of counsel for the Agent) in accordance with the
terms of Section 9.04 of the Five-Year Credit Agreement.  In addition,
the Company shall pay any and all stamp and other taxes payable or
determined to be payable in connection with the execution and delivery
of this Amendment and the other instruments and documents to be
delivered hereunder, and agrees to save the Agent and each Lender
harmless from and against any and all liabilities with respect to or
resulting from any delay in paying or omission to pay such taxes.

          SECTION 8.  Execution in Counterparts.  This Amendment may be
executed in any number of counterparts and by different parties hereto
in separate counterparts, each of which when so executed shall be
deemed to be an original and all of which taken together shall
constitute but one and the same agreement.  Delivery of an executed
counterpart of a signature page to this Amendment by telecopier shall
be effective as delivery of a manually executed counterpart of this
Amendment.

          SECTION 9.  Governing Law.  This Amendment shall be governed
by, and construed in accordance with, the laws of the State of New
York.

          IN WITNESS WHEREOF, the parties hereto have caused this
Amendment to be executed by their respective officers thereunto duly
authorized, as of the date first above written.

                                   ALLIEDSIGNAL INC.

                                   By  /s/ Nancy A. Garvey
                                      -----------------------------
                                   Title:

COMMITMENT AS LENDER

$23,000,000                        CITIBANK, N.A.,
                                   as Agent and as Lender

                                   By  /s/ Robert D. Wetrus
                                      -----------------------------
                                   Title:  Vice President,
                                          Attorney-in-Fact

                                   By  /s/ Alan J. Berenbaum
                                      -----------------------------
                                   Title:  Attorney-in-Fact

$23,000,000                        ABN AMRO BANK N.V.,
                                   as Co-Agent and as Lender

                                   By  /s/ Larry W. Larzoni
                                      ------------------------------
                                   Title:  Group Vice President

$23,000,000                        MORGAN GUARANTY TRUST COMPANY OF
                                   NEW YORK, as Co-Agent and as Lender

                                   By  /s/ Penelope J. B. Cox
                                      -----------------------------
                                   Title:  Vice President

$18,000,000                        BANK OF AMERICA NATIONAL TRUST
                                   AND SAVINGS ASSOCIATION

                                   By:  /s/ David Noda
                                       -----------------------------
                                   Name: David Noda
                                   Title:  Vice President

$18,000,000                        BANK OF MONTREAL

                                   By:  /s/ Thruston W. Pettus
                                       -----------------------------
                                   Name: Thruston W. Pettus
                                   Title:  Director

$18,000,000                        BANQUE NATIONALE DE PARIS, NEW YORK

                                   By:  /s/ Richard L. Sted
                                       --------------------------
                                   Name: Richard L. Sted
                                   Title: Senior Vice President

                                   By:  /s/ Robert S. Taylor, Jr.
                                      -----------------------------
                                   Name:  Robert S. Taylor, Jr.
                                   Title:  Senior Vice President

$18,000,000                        CIBC INC.

                                   By:  /s/ Christopher P. Kleczkowski
                                       ---------------------------
                                   Name: Christopher P. Kleczkowski
                                   Title: Agent for CIBC Inc.

$18,000,000                        DEUTSCHE BANK AG
                                    NEW YORK AND/OR
                                    CAYMAN ISLANDS BRANCHES

                                   By:  /s/ Colin T. Taylor
                                      ------------------------------
                                   Name:  Colin T. Taylor
                                   Title:  Director

                                   By:  /s/ Lain Stewart
                                      ------------------------------
                                   Name:  Lain Stewart
                                   Title:  Assistant Vice President

$18,000,000                        MELLON BANK, N.A.

                                   By:  /s/ Caroline R. Walsh
                                      -----------------------------
                                   Name:  Caroline R. Walsh
                                   Title:  Assistant Vice President

$18,000,000                        MIDLAND BANK PLC, NEW YORK BRANCH

                                   By:  /s/ Rochelle Forster
                                      -----------------------------
                                   Name:  Rochelle Forster
                                   Title:  Authorized Signatory

$18,000,000                        NATIONAL WESTMINSTER BANK PLC
Joint Commitment                   (NEW YORK BRANCH)

                                   By:  /s/ Anne Marie Torre
                                       -----------------------------
                                   Name:  Anne Marie Torre
                                   Title:  Vice President

                                   NATIONAL WESTMINSTER BANK PLC
                                   (NASSAU BRANCH)

                                   By:  /s/ Anne Marie Torre
                                      ----------------------------
                                   Name:  Anne Marie Torre
                                   Title:  Vice President

$18,000,000                        NATIONSBANK, N.A.

                                   By:  /s/ Scott A. Jackson
                                      ----------------------------
                                   Name:  Scott A. Jackson
                                   Title:  Vice President

$18,000,000                        ROYAL BANK OF CANADA

                                   By:  /s/ T. L. Gleason
                                      ----------------------------
                                   Name:  T. L. Gleason
                                   Title:  Vice President

$18,000,000                        THE BANK OF NEW YORK

                                   By:  /s/ Russell S. Gorman
                                       ----------------------------
                                   Name:  Russell S. Gorman
                                   Title:  Vice President

$18,000,000                        BANK OF TOKYO - MITSUBISHI
                                   TRUST COMPANY

                                   By:  /s/ Michael C. Irwin
                                      ----------------------------
                                   Name:  Michael C. Irwin
                                   Title:  Vice President

$18,000,000                        THE CHASE MANHATTAN BANK, N.A.

                                   By:  /s/ James B. Treger
                                      ----------------------------
                                   Name:  James B. Treger
                                   Title:  Vice President

$18,000,000                        THE FIRST NATIONAL BANK OF CHICAGO

                                   By:  /s/ Judith L. Mayberry
                                      ----------------------------
                                   Name:  Judith L. Mayberry
                                   Title:  As Acting Agent

$18,000,000                        THE INDUSTRIAL BANK OF JAPAN
                                    TRUST COMPANY

                                   By:  /s/ John V. Veltri
                                      ----------------------------
                                   Name:  John V. Veltri
                                   Title:  Senior Vice President

$18,000,000                        THE TORONTO-DOMINION BANK

                                   By:  /s/ Kimberly Burleson
                                      ----------------------------
                                   Name:  Kimberly Burleson
                                   Title: Mgr. Cr Admin

$18,000,000                        UNION BANK OF SWITZERLAND,
                                    NEW YORK BRANCH

                                   By:  /s/ Stephen A. Cayer
                                      ----------------------------
                                   Name:  Stephen A. Cayer
                                   Title:  Assistant Treasurer

                                   By:  /s/ Peter B. Yearley
                                      ----------------------------
                                   Name:  Peter B. Yearley
                                   Title:  Managing Director

                    AMENDMENT NO. 1 TO THE
                    364-DAY CREDIT AGREEMENT

                                   Dated as of June 28, 1996

          AMENDMENT NO. 1 TO THE 364-DAY CREDIT AGREEMENT among
ALLIEDSIGNAL INC., a Delaware corporation (the "Company"), the
banks, financial institutions and other institutional lenders
which are parties to the 364-Day Credit Agreement referred to
below (collectively, the "Lenders"), CITIBANK, N.A., as agent
(the "Agent"), and ABN AMRO BANK N.V. and MORGAN GUARANTY TRUST
COMPANY OF NEW YORK as co-agents (the "Co-Agents") for the
Lenders.

          PRELIMINARY STATEMENTS:

          (1)  The Company, the Lenders and the Agent have
entered into a 364-Day Credit Agreement dated as of June 30, 1995
(the "364-Day Credit Agreement").  Capitalized terms not
otherwise defined in this Amendment have the same meanings as
specified in the 364-Day Credit Agreement.

          (2)  The Company and the Lenders have agreed to amend
the 364-Day Credit Agreement as hereinafter set forth.

          SECTION 1.  Amendments to 364-Day Credit Agreement.
The 364-Day Credit Agreement is, effective as of the date hereof
and subject to the satisfaction of the conditions precedent set
forth in Section 2, hereby amended as follows:

          (a)  The definition of "Commitment" in Section 1.01 is
     amended by deleting clause (i) thereof in its entirety and
     substituting for such clause the following:

               "(i) the Dollar amount set forth opposite its name
          on the signature pages of Amendment No. 1 to the 364-
          Day Credit Agreement, dated as of June 28, 1996,".

          (b)  The definition of "Termination Date" in Section
     1.01 is amended by deleting the date "June 28, 1996" in the
     first line therein and substituting for such date the date
     "June 27, 1997".

          (c)  Section 2.04 is hereby amended by deleting the
percentage .065 o/o in line six of subsection (a) thereof, and
substituting for such percentage the percentage .050 o/o.

          (d)  Section 2.07 is hereby amended by deleting the
percentage .185 o/o in line five of subsection (a)(ii) thereof,
and substituting for such percentage the percentage .175 o/o.

          SECTION 2.  Conditions of Effectiveness.  This
Amendment shall become effective as of the date first above
written when, and only when, on or before June 28, 1996 the Agent
shall have received counterparts of this Amendment executed by
the Company and all of the Lenders or, as to any of the Lenders,
advice satisfactory to the Agent that such Lender has executed
this Amendment.  This Amendment is subject to the provisions of
Section 8.01 of the 364-Day Credit Agreement.  Section 1 hereof
shall become effective when, and only when, the Agent shall have
additionally received all of the following documents, each such
document (unless otherwise specified) dated the date of receipt
thereof by the Agent (unless otherwise specified), in form and
substance satisfactory to the Agent (unless otherwise specified):

          (a)  The Revolving Credit Notes of the Company to
     the order of the Lenders, respectively.

          (b)  Certified copies of (i) the resolutions of the
     Board of Directors of the Company authorizing this
     Amendment, the Notes and the matters contemplated hereby and
     thereby and (ii) all documents evidencing other necessary
     corporate action and governmental approvals, if any, with
     respect to this Amendment, the Notes and the matters
     contemplated hereby and thereby.

          (c)  A certificate of the Secretary or an Assistant
     Secretary of the Company certifying the names and true
     signatures of the officers of the Company authorized to sign
     this Amendment, the Notes and the other documents to be
     delivered hereunder.

          (d)  A favorable opinion of Victor P. Patrick,
     Associate General Counsel for the Company, in substantially
     the form of Exhibit G to the 364-Day Credit Agreement, and
     as to such other matters as any Lender through the Agent may
     reasonably request.

          (e)  A certificate signed by a duly authorized officer
     of the Company stating that:

                    (i)  The representations and warranties
          contained in Section 5 hereof and in Section 4.01 of
          the 364-Day Credit Agreement are correct on and as of
          the date of such certificate as though made on and as
          of such date; and

                    (ii) No event has occurred and is continuing
          that constitutes a Default.

          SECTION 5.  Representations and Warranties of the
Company. The Company represents and warrants as follows:

          (a)  The Company is a corporation duly organized,
     validly existing and in good standing under the laws of the
     State of Delaware.

          (b)  The execution, delivery and performance by the
     Company of this Amendment and the Notes of the Company
     delivered hereunder are within the Company's corporate
     powers, have been duly authorized by all necessary corporate
     action, and do not and will not cause or constitute a
     violation of any provision of law or regulation or any
     provision of the Certificate of Incorporation or By-Laws of
     the Company or result in the breach of, or constitute a
     default or require any consent under, or result in the
     creation of any lien, charge or encumbrance upon any of the
     properties, revenues, or assets of the Company pursuant to,
     any indenture or other agreement or instrument to which the
     Company is a party or by which the Company or its property
     may be bound or affected.

          (c)  No authorization, consent, approval (including any
     exchange control approval), license or other action by, and
     no notice to or filing or registration with, any
     governmental authority, administrative agency or regulatory
     body or any other third party is required for the due
     execution, delivery or performance by the Company of this
     Amendment or the Notes of the Company.

          (d)  This Amendment has been, and each of the Notes
     when delivered hereunder will have been, duly executed and
     delivered by the Company.  This Amendment is, and each of
     the Notes of the Company when delivered hereunder will be,
     the legal, valid and binding obligation of the Company
     enforceable against the Company in accordance with their
     respective terms, except to the extent that such enforcement
     may be limited by applicable bankruptcy, insolvency and
     other similar laws affecting creditors' rights generally.

          (e)  The Consolidated balance sheet of the Company and
     its Consolidated Subsidiaries as at December 31, 1995, and
     the related Consolidated statements of income and cash flows
     of the Company and its Consolidated Subsidiaries for the
     fiscal year then ended (together with the notes to the
     financial statements of the Company and its Consolidated
     Subsidiaries and the Consolidated statements of cash flows
     of the Company and its Consolidated Subsidiaries),
     accompanied by an opinion of one or more nationally
     recognized firms of independent public accountants, copies
     of which have been furnished to each Lender, are materially
     complete and correct, and fairly present the Consolidated
     financial condition of the Company and its Consolidated
     Subsidiaries as at such date and the Consolidated results of
     the operations of the Company and its Consolidated
     Subsidiaries for the period ended on such date, all in
     accordance with GAAP consistently applied, except as
     otherwise noted therein; and the Company and its
     Consolidated Subsidiaries do not have on such date any
     material contingent liabilities, liabilities for taxes,
     unusual forward or long-term commitments or unrealized or
     anticipated losses from any unfavorable commitments, except
     as referred to or reflected or provided for in such balance
     sheet or the notes thereto as at such date.  Since December
     31, 1995, there has been no Material Adverse Change.

          (f)  There is no action, suit, investigation,
     litigation or proceeding, including, without limitation, any
     Environmental Action, pending or to the knowledge of the
     Company threatened affecting the Company or any of its
     Subsidiaries before any court, governmental agency or
     arbitrator that (i) is reasonably likely to have a Material
     Adverse Effect (other than the Disclosed Litigation), or
     (ii) purports to affect the legality, validity or
     enforceability of this Amendment, the Notes or the 364-Day
     Credit Agreement, as amended hereby, and there has been no
     adverse change in the status, or financial effect on the
     Company or any of its Subsidiaries, of the Disclosed
     Litigation from that described on Schedule 3.01(b) to the
     364-Day Credit Agreement.

          SECTION 6.  Reference to and Effect on the 364-Day
Credit Agreement and the Notes.  (a)  On and after the
effectiveness of this Amendment, each reference in the 364-Day
Credit Agreement to "this Agreement", "hereunder", "hereof" or
words of like import referring to the 364-Day Credit Agreement,
and each reference in the Notes  to "the 364-Day Credit
Agreement", "thereunder", "thereof" or words of like import
referring to the 364-Day Credit Agreement, shall mean and be a
reference to the 364-Day Credit Agreement, as amended by this
Amendment.

          (b)  The 364-Day Credit Agreement, as specifically
amended by this Amendment, and the Notes are and shall continue
to be in full force and effect and are hereby in all respects
ratified and confirmed.

          (c)  The execution, delivery and effectiveness of this
Amendment shall not, except as expressly provided herein, operate
as a waiver of any right, power or remedy of any Lender or the
Agent under the 364-Day Credit Agreement, nor constitute a waiver
of any provision of the 364-Day Credit Agreement.

          SECTION 7.  Costs and Expenses.  The Company agrees to
pay on demand all costs and expenses of the Agent in connection
with the preparation, execution, delivery and administration,
modification and amendment of this Amendment and the other
instruments and documents to be delivered hereunder (including,
without limitation, the reasonable fees and expenses of counsel
for the Agent) in accordance with the terms of Section 9.04 of
the 364-Day Credit Agreement.  In addition, the Company shall pay
any and all stamp and other taxes payable or determined to be
payable in connection with the execution and delivery of this
Amendment and the other instruments and documents to be delivered
hereunder, and agrees to save the Agent and each Lender harmless
from and against any and all liabilities with respect to or
resulting from any delay in paying or omission to pay such taxes.

          SECTION 8.  Execution in Counterparts.  This Amendment
may be executed in any number of counterparts and by different
parties hereto in separate counterparts, each of which when so
executed shall be deemed to be an original and all of which taken
together shall constitute but one and the same agreement.
Delivery of an executed counterpart of a signature page to this
Amendment by telecopier shall be effective as delivery of a
manually executed counterpart of this Amendment.

          SECTION 9.  Governing Law.  This Amendment shall be
governed by, and construed in accordance with, the laws of the
State of New York.

          IN WITNESS WHEREOF, the parties hereto have caused this
Amendment to be executed by their respective officers thereunto
duly authorized, as of the date first above written.

                                   ALLIEDSIGNAL INC.

                                   By  /s/ Nancy A. Garvey
                                      ---------------------------
                                   Title:

COMMITMENT AS LENDER

$23,000,000                        CITIBANK, N.A.,
                                   as Agent and as Lender

                                   By  /s/ Robert D. Wetrus
                                      ---------------------------
                                   Title: Vice President,
                                         Attorney-in-Fact

                                   By  /s/ Alan J. Berenbaum
                                      ---------------------------
                                   Title:  Attorney-in-Fact

$23,000,000                        ABN AMRO BANK N.V.,
                                   as Co-Agent and as Lender

                                   By  /s/ Larry W. Larzoni
                                      ---------------------------
                                   Title: Group VP

$23,000,000                        MORGAN GUARANTY TRUST COMPANY
                                   OF NEW YORK, as Co-Agent and as Lender

                                   By  /s/ Penelope J. B. Cox
                                      ---------------------------
                                   Title:  Vice President

$18,000,000                        BANK OF AMERICA NATIONAL TRUST AND
                                   SAVINGS ASSOCIATION

                                   By:  /s/ David Noda
                                       ----------------------------
                                   Name:  David Noda
                                   Title: Vice President

$18,000,000                        BANK OF MONTREAL

                                   By:  /s/ Thruston W. Pettus
                                       --------------------------
                                   Name:  Thruston W. Pettus
                                   Title:  Director

$18,000,000                        BANQUE NATIONALE DE PARIS, NEW YORK

                                   By:  /s/ Richard L. Sted
                                       --------------------------
                                   Name: Richard L. Sted
                                   Title: Senior Vice President

                                   By:  /s/ Robert S. Taylor, Jr.
                                       --------------------------
                                   Name: Robert S. Taylor, Jr.
                                   Title: Senior Vice President

$18,000,000                        CIBC INC.

                                   By:  /s/ Christopher P. Kleczkowski
                                       -----------------------------
                                   Name: Christopher P. Kleczkowski
                                   Title:  Agent for CIBC Inc.

$18,000,000                        DEUTSCHE BANK AG
                                    NEW YORK AND/OR
                                    CAYMAN ISLANDS BRANCHES

                                   By:  /s/ Colin T. Taylor
                                       ---------------------------
                                   Name:  Colin T. Taylor
                                   Title:  Director

                                   By:  /s/ Lain Stewart
                                       ---------------------------
                                   Name:  Lain Stewart
                                   Title:  Assistant Vice President

$18,000,000                        MELLON BANK, N.A.

                                   By:  /s/  Caroline R. Walsh
                                       ---------------------------
                                   Name:  Caroline R. Walsh
                                   Title:  Assistant Vice President

$18,000,000                        MIDLAND BANK PLC, NEW YORK BRANCH

                                   By:  /s/  Rochelle Forster
                                       ---------------------------
                                   Name:  Rochelle Forster
                                   Title:  Authorized Signatory

$18,000,000                        NATIONAL WESTMINSTER BANK PLC
Joint Commitment                   (NEW YORK BRANCH)

                                   By:  /s/  Anne Marie Torre
                                       ---------------------------
                                   Name:  Anne Marie Torre
                                   Title:  Vice President

                                   NATIONAL WESTMINSTER BANK PLC
                                   (NASSAU BRANCH)

                                   By:  /s/ Anne Marie Torre
                                       ---------------------------
                                   Name:  Anne Marie Torre
                                   Title:  Vice President

$18,000,000                        NATIONSBANK, N.A.

                                   By:  /s/ Scott A. Jackson
                                       ---------------------------
                                   Name:  Scott A. Jackson
                                   Title: Vice President

$18,000,000                        ROYAL BANK OF CANADA

                                   By:  /s/ T. L. Gleason
                                       ---------------------------
                                   Name:  T. L. Gleason
                                   Title:  Vice President

$18,000,000                        THE BANK OF NEW YORK

                                   By:  /s/ Russell S. Gorman
                                      ---------------------------
                                   Name:  Russell S. Gorman
                                   Title:  Vice President

$18,000,000                        BANK OF TOKYO - MITSUBISHI
                                   TRUST COMPANY

                                   By:  /s/ Michael C. Irwin
                                      ---------------------------
                                   Name:  Michael C. Irwin
                                   Title:  Vice President

$18,000,000                        THE CHASE MANHATTAN BANK, N.A.

                                   By:  /s/ James B. Treger
                                       ---------------------------
                                   Name:  James B. Treger
                                   Title:  Vice President

$18,000,000                        THE FIRST NATIONAL BANK
                                    OF CHICAGO

                                   By:  /s/ Judith L. Mayberry
                                       ---------------------------
                                   Name:  Judith L. Mayberry
                                   Title:  As Acting Agent

$18,000,000                        THE INDUSTRIAL BANK OF JAPAN
                                    TRUST COMPANY

                                   By:  /s/ John V. Veltri
                                       ---------------------------
                                   Name:  John V. Veltri
                                   Title:  Senior Vice President

$18,000,000                        THE TORONTO-DOMINION BANK

                                   By:  /s/ Kimberly Burleson
                                       ---------------------------
                                   Name:  Kimberly Burleson
                                   Title:  Mgr. Cr Admin

$18,000,000                        UNION BANK OF SWITZERLAND,
                                    NEW YORK BRANCH

                                   By:  /s/ Stephen A. Cayer
                                       ---------------------------
                                   Name:  Stephen A. Cayer
                                   Title:  Assistant Treasurer

                                   By:  /s/ Peter B. Yearley
                                       ---------------------------
                                   Name:  Peter B. Yearly
                                   Title:  Managing Director

                                   Exhibit 15

August 14, 1996

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

Dear Ladies and Gentlemen:

We are aware that the June 30, 1996 Quarterly Report on Form 10-Q
of AlliedSignal Inc. which includes our report dated July 19, 1996
(issued pursuant to the provisions of Statement on Auditing
Standard No. 71) will be incorporated by reference in the
Prospectuses constituting part of AlliedSignal Inc.'s Registration
Statements, on Forms S-8 (Nos. 33-09896, 33-51455, 33-55410, 33-
58345, 33-58347, 33-60261, 33-62963 and 33-64295), on Form S-3
(Nos. 33-13211, 33-14071 and 33-55425) and on Form S-8 (filed as an
amendment to Form S-14, No. 2-99416-01).  We are also aware of our
responsibilities under the Securities Act of 1933.

Very truly yours,

/s/ Price Waterhouse LLP

Price Waterhouse LLP

 5

This schedule contains summary financial information extracted from the
consolidated balance sheet at June 30, 1996 and the consolidated statement
of income for the six months ended June 30, 1996 and is qualified in its
entirety by reference to such financial statements.

 1,000,000

                   6-MOS
                          DEC-31-1996
                              JAN-1-1996
                               JUN-30-1996
                                           1,714
                                         0
                                    1,290
                                        30
                                      1,998
                                 6,263
                                           8,758
                                   4,712
                                  12,955
                            4,160
                                          1,330
                                0
                                          0
                                           358
                                       3,489
                    12,955
                                          7,125
                                 7,125
                                            6,247
                                    6,247
                                     0
                                     0
                                  97
                                    775
                                       278
                                497
                                       0
                                      0
                                            0
                                       497
                                     1.76
                                        0