===========================================================================

                     SECURITIES AND EXCHANGE COMMISSION
                           WASHINGTON, D.C. 20549

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

                            AMENDMENT NO. 25 TO
                               SCHEDULE 14D-1
            TENDER OFFER STATEMENT PURSUANT TO SECTION 14(D)(1)
                   OF THE SECURITIES EXCHANGE ACT OF 1934

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

                              AMP INCORPORATED
                         (NAME OF SUBJECT COMPANY)

                        PMA ACQUISITION CORPORATION
                        A WHOLLY OWNED SUBSIDIARY OF
                             ALLIEDSIGNAL INC.
                                  (BIDDER)

                      COMMON STOCK, WITHOUT PAR VALUE
          (INCLUDING THE ASSOCIATED COMMON STOCK PURCHASE RIGHTS)
                       (TITLE OF CLASS OF SECURITIES)

                                 031897101
                   (CUSIP NUMBER OF CLASS OF SECURITIES)

                          PETER M. KREINDLER, ESQ.
                             ALLIEDSIGNAL INC.
                             101 COLUMBIA ROAD
                        MORRISTOWN, NEW JERSEY 07692
                               (973) 455-5513

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

        (NAME, ADDRESS AND TELEPHONE NUMBER OF PERSON AUTHORIZED TO
          RECEIVE NOTICES AND COMMUNICATIONS ON BEHALF OF BIDDERS)
                                 Copies to:
                           ARTHUR FLEISCHER, ESQ.
                  FRIED, FRANK, HARRIS, SHRIVER & JACOBSON
                             ONE NEW YORK PLAZA
                      NEW YORK, NEW YORK 10004 - 1980
                               (212) 859-8120

===========================================================================

     The Schedule 14D-1 filed by PMA  Acquisition  Corporation,  a Delaware
corporation,  a wholly owned  subsidiary of  AlliedSignal  Inc., a Delaware
corporation,  in  connection  with  its  pending  tender  offer  for  up to
20,000,000 shares of common stock,  without par value, of AMP Incorporated,
a Pennsylvania corporation, is hereby amended as follows:

                 ITEM 10. ADDITIONAL INFORMATION.

     Item 10 is hereby amended and supplemented by the following:

     (f) On September 22, 1998, the Company filed a first amended complaint
in the Company Action.  The first amended complaint  alleges:  (i) Parent's
filings  with the SEC are false  and  misleading  because  (a) they fail to
disclose  the  manner in which the  Nominees  would  satisfy  their duty of
undivided loyalty both to Parent and the Company, (b) they fail to disclose
the manner in which the Nominees  would  propose to reconcile the interests
of the  Company  with those of the Parent,  (c) they fail to disclose  that
Parent  has  stated,  that,  upon the  election  of the  Nominees,  it will
discharge all of the Company's senior executives, and (d) they misrepresent
that  Parent  will be able to vote the  Shares  acquired  under  the  Offer
because the Control Share Acquisition  Statute prohibits Parent from voting
such  shares;  (ii) the First and  Second  Supplement  to the Offer and the
Amended  Consent  Statement are false and  misleading  because they fail to
disclose that the Shareholder Rights Proposal is contrary to the provisions
of the PBCL  granting  directors  of a  Pennsylvania  corporation  the sole
discretion to determine the terms and conditions of rights plans; (iii) the
Offer,  as  amended  by  the  First  Supplement,  is  unlawful  because  it
constitutes a new tender offer and does not comply with federal  securities
laws  requiring  Parent to return all  Shares  tendered  under its  initial
August 10, 1998 offer;  (iv) by  announcing  its  intention to commence the
Second  Offer  upon  expiration  of the  Offer,  Parent  was  subject  to a
requirement  under Rule 14d-2(b) to start the Second Offer within five days
or abandon it,  neither of which Parent has done;  (v) because the Offer is
not an  amendment  of the initial  August 10, 1998 offer,  but rather a new
offer,  Parent  and  Offeror  were  required  to hold the Offer  open for a
minimum period of 20 business days and to return all Shares tendered in the
initial  August 10,  1998  offer;  (vi) the Offer and the Second  Offer are
actually the same offer,  and, as a result,  the purchase of the  Company's
Shares  under the Offer  will be in  violation  of Rule  10b-13;  and (vii)
alternatively,  Parent's  offers  pursuant to the  initial  August 10, 1998
offer, the First Supplement, the Second Supplement and the Second Offer are
part of a single effort by Parent to acquire control of the Company,  which
should be treated as a single  integrated  offer, so that Rule 14d-10(a)(2)
requiring   that  the   Company's   Shareholders   receive   the   "highest
consideration  paid" would be  applicable.  In addition,  the first amended
complaint alleges that (i) the Nominee Election  Proposals violate the PBCL
because  they would render it  impossible  for the  Company's  directors to
discharge their fiduciary obligations to the Company; (ii) the Shareholders
Rights  Proposal  violates the PBCL  because it would divest the  Company's
Board of Directors of the  authority  under the PBCL to determine the terms
and  conditions of the Company's  rights plans;  and (iii) the Shares which
the  Parent and  Offeror  propose to buy are  "control  shares"  within the
meaning of the Control Share Acquisition Statute because Parent and Offeror
have announced their intention to purchase all of the Company's Shares, and
Parent and Offeror may not vote the Shares they  propose to buy.  The first
amended  complaint  seeks:  (i)  declaratory   relief  declaring  that  the
Shareholders  Rights Proposal and the Nominee Election  Proposals set forth
in the Amended Consent  Solicitation are contrary to Pennsylvania law; (ii)
injunctive  relief  prohibiting  Parent from (a) soliciting  consents,  (b)
pursuing the Offer unless full  compliance  with federal  securities  laws,
including full and accurate  disclosure,  is made, (c) soliciting  consents
unless  full and  accurate  disclosure  is made,  and (d) voting any of the
Company's Shares unless all  requirements of the Control Share  Acquisition
Statute have been satisfied;  (iii)  compensatory  damages for all injuries
suffered  by the  Company;  and (iv)  costs  and  disbursements,  including
attorneys'  fees.  Parent  and  Offeror  believe  there  is no merit to the
Company's allegations and intend to vigorously defend against this lawsuit.

                 ITEM 11. MATERIAL TO BE FILED AS EXHIBITS.

(a)(56) Press Release issued by Parent on September 24, 1998.

                                 SIGNATURE

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

Dated:  September 24, 1998

                                       PMA ACQUISITION CORPORATION

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

                                       ALLIEDSIGNAL INC.

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

                                                            Exhibit (a)(56)

[LOGO of AlliedSignal]                                 AlliedSignal Inc.
                                                       P.O. Box 2245
                                                       Morristown, NJ 07962
                                                       973 455-2000

NEWS RELEASE

Contact:   Mark Greenberg
           (973) 455-5445

                 ALLIEDSIGNAL WILL NOT PURCHASE 9% OF AMP
           IF PENNSYLVANIA REPEALS CONSENT SOLICITATION PROCESS

     MORRIS TOWNSHIP, New Jersey, September 24, 1998 - AlliedSignal Inc.
[NYSE: ALD] said today that if the Commonwealth of Pennsylvania enacts new
legislation which would prevent AlliedSignal from proceeding with its
consent solication, AlliedSignal will not proceed with the purchase of 9%
of the shares of AMP Incorporated [NYSE: AMP] under AlliedSignal's pending
$44.50 per share tender offer.

     If, on the other hand, Pennsylvania chooses not to amend the current
shareowner consent solicitation rights, AlliedSignal will proceed with the
purchase, which will put $900 million into AMP shareowners' pockets at a
price per share that is 55% more than the market price for AMP shares
before AlliedSignal announced its original $44.50 per share offer.

     AlliedSignal said that at the close of business on September 17, the
day before it amended its offer to reduce the number of AMP shares it would
purchase to 20 million, the number of AMP shares that had been tendered to
AlliedSignal and not withdrawn was 138,871,851.

                CERTAIN INFORMATION CONCERNING PARTICIPANTS

     AlliedSignal Inc. ("AlliedSignal"), PMA Acquisition Corporation
("Acquisition Subsidiary") and certain other persons named below may
solicit the consent of shareholders (a) to elect seventeen nominees (the
"Nominees") as directors of AMP Incorporated ("AMP") pursuant to a
shareholder action by written consent (the "Consent Solicitation") and (b)
in favor of the adoption of five proposals to amend the By-laws of AMP. The
participants in this solicitation may include the directors of AlliedSignal
(Hans W. Becherer, Lawrence A. Bossidy (Chairman of the Board and Chief
Executive Officer), Ann M. Fudge, Paul X. Kelley, Robert P. Luciano, Robert
B. Palmer, Russell E. Palmer, Frederic M. Poses (President and Chief
Operating Officer), Ivan G. Seidenberg, Andrew C. Sigler, John R. Stafford,
Thomas P. Stafford, Robert C. Winters and Henry T. Yang), each of whom is a
Nominee; and the following executive officers and employees of
AlliedSignal: Peter M. Kreindler (Senior Vice President, General Counsel
and Secretary), Donald J. Redlinger (Senior Vice President - Human
Resources and Communications), and Richard F. Wallman (Senior Vice
President and Chief Financial Officer), each of whom is a Nominee, and
Terrance L. Carlson (Deputy General Counsel), Robert F. Friel (Vice
President and Treasurer), John W. Gamble, Jr., (Assistant Treasurer), Mark
E. Greenberg (Vice President, Communications), John L. Stauch (Director,
Investor Relations), Robert J. Buckley (Manager, Investor Relations), G.
Peter D'Aloia (Vice President, Planning & Development) Mary Elizabeth Pratt
(Assistant General Counsel) and James V. Gelly (Vice President, Finance,
Aerospace Marketing, Sales & Service).

     As of the date of this communication, AlliedSignal is the beneficial
owner of 100 shares of common stock of AMP. Mr. Greenberg is the beneficial
owner of 100 shares of common stock of AMP. Other than set forth herein, as
of the date of this communication, neither AlliedSignal, Acquisition
Subsidiary nor any of their respective directors, executive officers or
other representatives or employees of AlliedSignal, any Nominees or other
persons known to AlliedSignal who may solicit proxies has any security
holdings in AMP. AlliedSignal disclaims beneficial ownership of any
securities of AMP held by any pension plan or other employee benefits plan
of AlliedSignal or by any affiliate of AlliedSignal.

     Although neither Lazard Freres & Co. LLC ("Lazard Freres") nor
Goldman, Sachs & Co. ("Goldman Sachs"), the financial advisors to
AlliedSignal, admits that it or any of its members, partners, directors,
officers, employees or affiliates is a "participant" as defined in Schedule
14A promulgated under the Securities Exchange Act of 1934 by the Securities
and Exchange Commission, or that Schedule 14A requires the disclosure of
certain information concerning Lazard Freres or Goldman Sachs, Steven J.
Golub and Mark T. McMaster (each a Managing Director) and Yasushi
Hatakeyama (a Director) of Lazard Freres, and Robert S. Harrison and Wayne
L. Moore (each a Managing Director) and Peter Gross and Peter Labbat (each
a Vice President) of Goldman Sachs, may assist AlliedSignal in the
solicitation of consents of shareholders. Both Lazard Freres and Goldman
Sachs engage in a full range of investment banking, securities trading,
market-making and brokerage services for institutional and individual
clients. In the normal course of its business Lazard Freres and Goldman
Sachs may trade securities of AMP for its own account and the accounts of
its customers, and accordingly, may at any time hold a long or short
position in such securities. Lazard Freres has informed AlliedSignal that
as of August 6, 1998, Lazard Freres held a net long position of
approximately 20,861 shares of common stock of AMP, and Goldman Sachs has
informed AlliedSignal that as of August 7, 1998, Goldman Sachs held a net
long position of approximately 800,000 shares of common stock of AMP.

     Except as disclosed above, to the knowledge of AlliedSignal, none of
AlliedSignal, the directors or executive officers of AlliedSignal, the
employees or other representatives of AlliedSignal or the Nominees named
above has any interest, direct or indirect, by security holdings or
otherwise, in AMP.

                                    ###
9/24/98